1
ABN: 75 633 936 526
AUSTRALIAN GOLD AND COPPER LIMITED
ANNUAL REPORT
30 JUNE 2024
CONTENTS
2
Corporate Directory
3
Directors’ Report
4
Auditor’s Independence Declaration
17
Statement of Profit or Loss and Other Comprehensive Income
18
Statement of Financial Position
19
Statement of Changes in Equity
20
Statement of Cash Flows
21
Notes to the Financial Statements
22
Consolidated Entity Disclosure Statement
36
Directors’ Declaration
37
Independent Auditor’s Review Report
38
Additional Information
41
AUSTRALIAN GOLD AND COPPER LIMITED
CORPORATE DIRECTORY
30 JUNE 2024
3
DIRECTORS
Mr Glen Diemar
Managing Director
Mr David Richardson
Non-Executive Chairman
Mr Zhang Yong
Non-Executive Chairman
Dr Adam McKinnon
Non-Executive Director
COMPANY SECRETARIES
STOCK EXCHANGE
Ms Andrea Betti
Australian Securities Exchange (ASX)
Mr Damon Cox
Code: AGC
REGISTERED OFFICE
WEBSITE
Level 2, 22 Mount Street
www.austgoldcopper.com.au
Perth WA 6000
Ph: +61 8 6188 8181
PRINCIPAL PLACE OF BUSINESS
14 Edward Street
Orange NSW 2800
SOLICITORS
HopgoodGanim Lawyers
Level 8 Waterfront Place
1 Eagle Street
Brisbane QLD 4000
Ph: +61 7 3024 0000
Fax: +61 7 3024 0300
AUDITORS
RSM Australia Partners
Level 32, 2 The Esplanade
PERTH WA 6000
SHARE REGISTRY
Computershare Investor Service Pty Limited
Level 17, 221 St Georges Terrace
PERTH WA 6000
Ph: +61 8 9323 2000
Fax: +61 8 9323 2033
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
4
The Directors present their report, together with the financial statements, on Australian Gold and Copper Limited
(referred to hereafter as the ‘Company’) for the financial year ended 30 June 2024.
DIRECTORS
The following persons were Directors of Australian Gold and Copper Limited during the whole of the financial year and
up to the date of this report, unless otherwise stated:
NAME OF PERSON
POSITION
Mr Glen Diemar
Managing Director
Mr David Richardson
Non-Executive Chairman
Mr Zhang Yong
Non-Executive Chairman (appointed on 22 December 2023)
Dr Adam McKinnon
Non-Executive Director
PRINCIPAL ACTIVITIES
During the financial year, the principal activities of the Company consisted of mineral exploration in Australia.
DIVIDENDS
No dividends were paid or declared during the financial year. No dividend has been recommended.
REVIEW OF OPERATIONS
Operating Result
The loss for the Company after providing for income tax, for the financial year amounted to $644,414 (2023: $1,656,510).
Corporate
In September 2023 the Company entered into a binding Subscription Agreement with GeoZen Resources Group Co.,
Limited (GeoZen) under which GeoZen would acquire 55% of the Company through the issue of 122,222,222 fully paid
ordinary shares at a cost of $10.1 million.
Following shareholder approval at the 2023 annual general meeting, the transaction was completed on 22 December
2023 with Mr Zhang Yong being appointed to the board as Co-Chairman of the Company.
GeoZen is a Hong Kong registered investment company based in Hong Kong and aims to build an investment portfolio
across the mining industry. GeoZen was formerly known as Delin Mining Group Cooperation Limited.
The Company undertook a further share placement in June 2024 to raise $11 million (before costs) at $0.32 per share. The
placement comprised $4.95 million from sophisticated, professional and institutional investors (Tranche 1) and a further
$6.05 million from GeoZen, who exercised their participation rights to maintain their 55% shareholding (Tranche 2).
Tranche 1 was completed on 6 June 2024, and following shareholder approval, Tranche 2 was completed on 6 August
2024.
With these two corporate transactions, the Company is now well placed for the exploration of its projects in the Central
Lachlan Fold Belt of New South Wales.
Exploration
During the year, the Company’s focus was primarily on generating high quality exploration drill targets at the South
Cobar Project which lead to a significant discovery at Achilles.
South Cobar Project
The Cobar Basin has major mines and mining companies in the north, recent discoveries in the central portion and is
largely underexplored in the south.
The South Cobar project consists of three exploration licences totalling 1,090km2; EL8968 ‘Cargelligo’, EL9336 ‘Rast’ and
EL9561 ‘Nyora’. The tenements are centred 15km west of the town of Lake Cargelligo and host multiple Cobar-style gold-
polymetallic targets (Au-Ag-Cu-Zn-Pb).
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
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Figure 1. Location of AGC’s Projects in relation to major mines and deposits within the Lachlan Fold Belt.
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
6
Following the GeoZen transaction, the Company commenced drilling programs on its previously identified Hilltop and
Achilles targets at the South Cobar project.
Hilltop Target
Geophysical exploration had previously identified a substantial IP chargeability anomaly that extended to 700 metres in
length and to depths below 300 metre (see ASX release on 22 May 2023).
A maiden reverse circulation (RC) drilling program saw eight holes totalling 1,580 metres completed along the length of
the outcropping Hilltop target zone. All eight holes were focused on a topographic high associated with strong IP
chargeability anomalism and gold-bearing gossanous outcrops.
Each of the holes intercepted fault associated breccias cemented by pyrite (up to 30% by volume) with variable
amounts of sphalerite, galena and chalcopyrite.
Variable gold-silver base metal mineralisation was intersected in all holes, with the best results from holes HTCR003 and
HTCR008:
▪
HTCR003:
7m at 0.5g/t Au, 9g/t Ag & 0.3% Cu from 95m (including 2m at 1.1g/t Au, 15g/t Ag & 0.5% Cu from
99m)
▪
HTCR008:
2m at 0.8g/t Au, 42g/t Ag, 1.0% Cu & 4.2% Pb+Zn from 108m
The drilling confirmed induced polarisation (IP) chargeability and surface geochemical anomalism is associated with
numerous breccia zones hosting semi-massive pyrite within a broad alteration zone.
The extent of the sulphide cemented breccias and alteration highlight the potential for a significant mineral system in the
Hilltop area, either at depth or adjacent to the current drilling.
With the mineralisation open in all directions and precious and base-metal content increasing towards the north, future
exploration will look to target potential higher-grade zones.
For further information, please see the ASX release on 23 April 2024.
Achilles Target
Previous drilling by the Company in 2021 had identified several strike extensive zones of anomalous lead, zinc and
copper mineralisation, which had been followed up by induced polarisation (IP) surveys and auger soils sampling to
better define the drill targets.
With the completion of the drilling program at Hilltop, the Company then undertook a RC drilling program at Achilles for
1,596 metres over 10 holes (A3RC020 to A3RC029).
The best assay results were from holes A3RC020, A3RC027 and A3RC028:
▪
A3RC020:
8m at 1.6g/t Au & 19g/t Ag from 91m (including 2m at 4.3g/t Au, 33g/t Ag & 4.6% Pb+Zn from 97m)
▪
A3RC027:
5m at 2.3g/t Au, 102g/t Ag, 0.4% Cu & 3.8% Pb+Zn from 92m
▪
A3RC028:
7m at 1.2g/t Au & 208g/t Ag from 77m (including 2m at 2.4g/t Au & 498g/t Ag from 79m)
For further information, please see the ASX release on 23 April 2024.
Based on these encouraging results, an immediate follow-up drill program stepping along strike and down dip was
conducted comprising 9 RC holes for 1,461 metres. This program covered over half a kilometre of strike and has
extended mineralisation beyond the discovery holes previously reported.
The Achilles discovery is now defined by 12 drill holes extending over half a kilometre of strike and remaining open to the
north, south and at depth. Variable silver-gold-zinc-lead-copper mineralisation is present in all 12 holes, demonstrating
considerable near surface and depth potential.
The best assay results were from holes A3RC030, A3RC032 and A3RC038:
▪
A3RC030
5m at 16.9g/t Au, 1,667g/t Ag, 0.4% Cu, 15.0% Pb+Zn from 112 m
and 3m at 19g/t Ag, 0.3% Cu, & 19.5% Pb+Zn from 139m
within a mineralised 43m zone of 2.2g/t Au, 219g/t Ag & 3.6% Pb+Zn from 99m
Zone reaches maximum grades of 45.0g/t gold, 3,970g/t silver and 38.8% lead + zinc
▪
A3RC032
8m at 1.0g/t Au, 520g/t Ag, 0.6% Cu & 6.2% Pb+Zn from 131m to end of hole
including 3m at 1.2g/t Au, 1,237g/t Ag, 1.3% Cu & 13.9% Pb+Zn from 133m, with maximum grades of
2.7g/t gold and 2,590g/t silver
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
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▪
A3RC038
24m at 13.0% Pb+Zn, 64g/t Ag, 0.6g/t Au & 0.7% Cu from 87m
including a silver-gold-copper zone of 4m at 1.6% Pb+Zn, 257g/t Ag, 2.0g/t Au & 0.9% Cu from 87m
and a high-grade lead-zinc-copper zone of 16m at 18.5% Pb+Zn, 31g/t Ag, 0.4g/t Au & 0.8% Cu from
91m
which further includes 3m at 38.5% Pb+Zn, 37g/t Ag, 0.5g/t Au & 1.8% Cu from 98m
maximum grades of 47.1% lead + zinc, 761g/t silver, 4.1g/t gold & 2.5% copper at various intervals
For further information, please see the ASX releases on 15 May 2024, 16 May 2024, 4 June 2024 and 17 June 2024.
In June 2024, the Company commenced a new 20-hole RC drilling program with the aim of rapidly expanding the high-
grade Achilles discovery.
Moorefield Project
The Moorefield Project comprises two exploration licences covering 480km2 (EL7675 ‘Moorefield’ and EL9536 ‘Ootha’)
see Figure 1. The project includes the 15km long Boxdale - Carlisle Reefs orogenic gold trend defined by strong surface
geochemical anomalism.
Other prospects include the 10km long Ootha copper anomaly, Ghost Hill, Lima-Maloola and Pattons Prospects, which
are all considered prospective for Au-Cu mineralisation (AGC ASX prospectus lodged 18th November 2020).
Gundagai Project
The Gundagai project consists of an exploration licence covering 265km2 (EL8955 ‘Gundagai’) and comprises multiple
drill ready prospects considered prospective for McPhillamys-style gold (e.g. Grandview), epithermal gold-copper (e.g.
Rosehill) and large-tonnage Cobar-style zinc-lead-silver prospects (e.g. Bongongalong).
Gold prospects show similarities to the 2.3Moz, Late Silurian hosted McPhillamys Gold Deposit (ASX:RRL). The Grandview
Gold Prospect is characterised by a zone of sheared quartz-sericite-carbonate-pyrite altered volcaniclastics returning
significant gold intervals in drilling in the previous year and represents a near term high-grade gold discovery opportunity.
Competent Persons Statement
The information in this document that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled
by Mr Glen Diemar who is a member of the Australian Institute of Geoscientists. Mr Diemar is a full-time employee of Australian Gold and
Copper Limited, and is a shareholder, however Mr Diemar believes this shareholding does not create a conflict of interest, and Mr Diemar
has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which
he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves”. Mr Diemar consents to the inclusion in this presentation of the matters based on his
information in the form and context in which it appears.
Previously Reported Information
The information in this report that references previously reported exploration results is extracted from the Company’s ASX IPO Prospectus
released on the date noted in the body of the text where that reference appears. The ASX IPO Prospectus is available to view on the
Company's website or on the ASX website (www.asx.com.au). The Company confirms that it is not aware of any new information or data
that materially affects the information included in the original market announcements. The Company confirms that the form and context
in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.
Forward-Looking Statements
This announcement contains “forward-looking statements.” All statements other than those of historical facts included in this
announcement are forward-looking statements. Where the Company expresses or implies an expectation or belief as to future events or
results, such expectation or belief is expressed in good faith and based upon information currently available to the company and
believed to have a reasonable basis.
Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and no assurance can be given that these expectations will prove to be
correct as actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking
statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results
expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to, copper, gold, and other
metals price volatility, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed
in mining plans, as well as political and operational risks and governmental regulation and judicial outcomes. Readers are cautioned not
to place undue reliance on forward-looking statements due to the inherent uncertainty thereof. The forward-looking statements contain
in this press release are made as of the date of this press release and except as may otherwise be required pursuant to applicable laws,
the Company does not undertake any obligation to release publicly any revisions to any “forward-looking statement”.
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
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SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Company during the financial year.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 12 July 2024, the Company held a General Meeting of its shareholders, where all resolutions passed.
On 19 July 2024, the Company changed its registered office and principal place of business to Level 2, 22 Mount Street,
Perth WA 6000 and 14 Edward Street, Orange NSW 2800 respectively.
On 6 August 2024, the Company completed Tranche two of the Placement, through the issue of 18,906,250 fully paid
ordinary shares at $0.32 per share to GeoZen Resources Group Co., Limited, raising $6.05 million (before costs).
The Directors are not aware of any other matters or circumstances that have arisen since the end of the financial year,
which significantly affected or may significantly affect the operations of the Company the results of those operations, or
the state of affairs of the Company in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Information on likely developments in the operations of the Company and the expected results of operations have not
been included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the
Company.
MATERIAL BUSINESS RISKS
The Company’s exploration and evaluation operations will be subject to the normal risks of mineral exploration. The
material business risks that may affect the Company are summarised below.
Future capital raisings
The Company’s ongoing activities may require substantial further financing in the future. The Company will require
additional funding to continue its exploration and evaluation operations on its projects with the aim to identify
economically mineable reserves and resources. Any additional equity financing may be dilutive to shareholders, may
be undertaken at lower prices than the current market price and debt financing, if available, may involve restrictive
covenants which limit the Company’s operations and business strategy. Although the Directors believe that additional
capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be
available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as
needed, it may be required to reduce, delay or suspend its operations and this could have a material adverse effect on
the Company’s activities and could affect the Company’s ability to continue as a going concern.
Exploration risk
The success of the Company depends on the delineation of economically mineable reserves and resources, access to
required development capital, movement in the price of commodities, securing and maintaining title to the Company’s
exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration
activities. Exploration on the Company’s existing tenements may be unsuccessful, resulting in a reduction in the value of
those tenements, diminution in the cash reserves of the Company and possible relinquishment of the tenements. The
exploration costs of the Company are based on certain assumptions with respect to the method and timing of
exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly,
the actual costs may materially differ from these estimates and assumptions.
Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in
practice, which may materially and adversely affect the Company’s viability. If the level of operating expenditure
required is higher than expected, the financial position of the Company may be adversely affected.
Feasibility and development risks
It may not always be possible for the Company to exploit successful discoveries which may be made in areas in which
the Company has an interest. Such exploitation would involve obtaining the necessary licences or clearances from
relevant authorities that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It
may or may not be possible for such conditions to be satisfied.
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
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Regulatory risk
The Company’s operations are subject to various Commonwealth, State and Territory and local laws and plans,
including those relating to mining, prospecting, development permit and licence requirements, industrial relations,
environment, land use, royalties, water, native title and cultural heritage, mine safety and occupational health.
Approvals, licences and permits required to comply with such rules are subject to the discretion of the applicable
government officials.
No assurance can be given that the Company will be successful in maintaining such authorisations in full force and
effect without modification or revocation. To the extent such approvals are required and not retained or obtained in a
timely manner or at all, the Company may be limited or prohibited from continuing or proceeding with exploration. The
Company’s business and results of operations could be adversely affected if applications lodged for exploration
licences are not granted. Mining and exploration tenements are subject to periodic renewal. The renewal of the term of
a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased
expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s
projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations,
financial position and/or performance of the Company.
Mineral resource estimate risk
Mineral resource estimates are expressions of judgement based on knowledge, experience and industry practice. These
estimates were appropriate when made but may change significantly when new information becomes available. There
are risks associated with such estimates. Mineral resource estimates are necessarily imprecise and depend to some
extent on interpretations, which may ultimately prove to be inaccurate and require adjustment. Adjustments to resource
estimates could affect the Company’s future plans and ultimately its financial performance and value. Gold and
copper price fluctuations, as well as increased production costs or reduced throughput and/or recovery rates, may
render resources containing relatively lower grades uneconomic and may materially affect resource estimations.
Environmental risk
The operations and activities of the Company are subject to the environmental laws and regulations of Australia. As with
most exploration projects and mining operations, the Company’s operations and activities are expected to have an
impact on the environment, particularly if advanced exploration or mine development proceeds. The Company
attempts to conduct its operations and activities to the highest standard of environmental obligation, including
compliance with all environmental laws and regulations. The Company is unable to predict the effect of additional
environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations
would materially increase the Company’s cost of doing business or affect its operations in any area. However, there can
be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not
oblige the Company to incur significant expenses and undertake significant investments which could have a material
adverse effect on the Company’s business, financial condition and performance.
Economic and market risk
General economic conditions such as, laws relating to taxation, new legislation, trade barriers, movement in interest and
inflation rates, national and international political circumstances, natural disasters, quarantine restrictions, epidemics and
pandemics, may have an adverse effect on the Company’s operations and financial performance, including its
exploration activities and the ability to fund those activities.
ENVIRONMENTAL REGULATION
The Company is subject to and is compliant with all aspects of environmental regulation of its exploration and mining
activities. The Directors are not aware of any environmental law that is not being complied with.
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
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INFORMATION ON DIRECTORS
Name:
Glen Diemar
Title:
Managing Director
Qualifications:
BSc Hons 1st, M ECONGEOL
Experience and expertise:
Mr Glen Diemar is an Exploration Geologist with experience through Australia,
Indonesia and Central Asia. Mr Diemar has worked in all areas of geology including
exploration, production and development studies. Mr Diemar’s previous roles
include BHP Billiton and the CEO of New South Resources PL. Mr Diemar holds a
Masters of Economic Geology and is a member of the AIG.
Other current directorships:
None
Former directorships (last 3 years):
None
Interests in shares:
344,889 fully paid ordinary shares
Interests in options:
3,000,000 unlisted options exercisable at $0.30, expiring 31 December 2025
3,000,000 unlisted options exercisable at $0.107, expiring 25 November 2025
Name:
David Richardson
Title:
Non-Executive Chairman
Qualifications:
B. Comm MBA
Experience and expertise:
Mr David Richardson has extensive international corporate experience including 15
years in Japan in Asia Pacific regional director positions with organisations such as
Pacific Dunlop Ltd and Amcor Ltd. Expertise includes venture capital and finance.
Mr Richardson founded Magmatic Resources Limited (ASX:MAG) in 2014, listing it on
the ASX in 2017 and is currently the Executive Chairman of Magmatic Resources
Limited.
Other current directorships:
Executive Chairman at Magmatic Resources Limited (ASX:MAG)
Former directorships (last 3 years):
None
Interests in shares:
5,894,801 fully paid ordinary shares
Interests in options:
5,000,000 unlisted options exercisable at $0.30, expiring 31 December 2025
2,000,000 unlisted options exercisable at $0.107, expiring 25 November 2025
Name:
Zhang Yong
Title:
Non-Executive Chairman
Qualifications:
MBA
Experience and expertise:
Mr Zhang has a long history of investments in Asia in resources and other industries.
Other current directorships:
None
Former directorships (last 3 years):
None
Interests in shares:
141,128,472 fully paid ordinary shares
Interests in options:
None
Name:
Adam McKinnon
Title:
Non-Executive Director
Qualifications:
BSc (Hons), PhD, MAusIMM, MRACI (CCHEM)
Experience and expertise:
Dr McKinnon is a mining and geoscience professional with 16 years industry and
academic experience and is currently the Managing Director of Magmatic
Resources Limited. Before joining Magmatic he was General Manager – Exploration
and Business Development at Aurelia Metals Limited, where he was involved in a
number of significant discoveries including the high grade Federation deposit south
of Nymagee, NSW. Dr McKinnon also led several highly successful exploration
programs whilst with KBL Mining Limited, including the discovery of the Pearse gold-
silver deposit near the Mineral Hill Mine. Dr McKinnon holds a PhD in mineralogy and
geochemistry from Western Sydney University, is a Chartered Chemist with the Royal
Australian Chemical Institute (RACI) and a Member of the Australian Institute of
Mining and Metallurgy (AusIMM).
Other current directorships:
Managing Director at Magmatic Resources Limited (ASX:MAG)
Former directorships (last 3 years):
None
Interests in shares:
23,809 fully paid ordinary shares
Interests in options:
2,000,000 unlisted options exercisable at $0.114, expiring 12 August 2025
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
11
Ms Andrea Betti Company Secretary
Ms Betti is an accounting and corporate governance professional with over 20 years experience in accounting,
corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company
Secretary for companies in the private and publicly listed sectors, as well as senior executive roles in the banking and
finance industry. Ms. Betti is a member of the Institute of Chartered Accountants in Australia and New Zealand and an
Fellow of the Governance Institute of Australia. Ms Betti is currently a Director of a corporate advisory company based in
Perth that provides corporate and other advisory services to public listed companies. She has a Bachelor of Commerce,
Graduate Diploma in Corporate Governance, Graduate Diploma in Applied Finance and Investment and a Master of
Business Administration.
Mr Damon Cox Company Secretary (appointed 1 March 2024)
Mr Cox is a Chartered Secretary and is a Fellow of the Governance Institute of Australia. He has over 30 years’
experience in various roles including corporate governance, compliance, treasury and strategic policy advice.
MEETING OF DIRECTORS
The number of meetings of the Company’s Board of Directors (“the Board”) held during the financial year ended 30
June 2024, and the number of meetings attended by each director were:
Name
Number eligible to attend
Number attended
Glen Diemar
5
5
David Richardson
5
5
Zhang Yong
3
1
Adam McKinnon
5
5
There were five Directors meetings held during the financial year, however many board matters were dealt with via
circular resolutions. The Company does not have a formally constituted audit committee or remuneration committee as
the board considers that the Company’s size and type of operation do not warrant such committees.
REMUNERATION REPORT (AUDITED)
The remuneration report details the key management personnel remuneration arrangements for the Company, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following headings:
A
Principles used to determine the nature and amount of remuneration
B
Service agreements
C
Details of remuneration
D
Share-based compensation
E
Related party disclosures
The information provided under the headings A-E includes remuneration disclosures that are required under Accounting
Standards AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and
have been audited.
The remuneration arrangements detailed in this report relate to the following Directors and key management personnel
as follows:
Mr Glen Diemar
Managing Director
Mr David Richardson
Non-Executive Chairman
Mr Zhang Yong
Non-Executive Chairman
Dr Adam McKinnon
Non-Executive Director
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
12
A. Principles used to determine the nature and amount of remuneration
In determining competitive remuneration rates, the Board, acting in its capacity as the remuneration committee, seeks
independent advice on local and international trends among comparative companies and industry generally. It
examines terms and conditions for employee incentive schemes benefit plans and share plans. Independent advice
should be obtained to confirm that executive remuneration is in line with market practice and is reasonable in the
context of Australian executive reward practices. The Board recognises that the Company operates in a global
environment. To prosper in this environment we must attract, motivate and retain key executive staff.
Market comparisons
Consistent with attracting and retaining talented executives, the Board endorses the use of incentive and bonus
payments. The Board will continue to seek external advice to ensure reasonableness in remuneration scale and
structure, and to compare the Company’s position with the external market. The impact and high cost of replacing
senior employees and the competition for talented executives requires the committee to reward key employees when
they deliver consistently high performance.
Board remuneration
The total maximum remuneration of Non-Executive Directors is initially set by the Constitution and subsequent variation is
by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act
2001 and the ASX Listing Rules, as applicable. The determination of Non-Executive Directors’ remuneration within that
maximum will be made by the Board having regard to the inputs and value of the Company of the respective
contributions by each Non-Executive Director. The current amount has been set an amount not to exceed $350,000 per
annum. The Board determines actual payments to Directors and reviews their remuneration annually based on
independent external advice with regard to market practice, relativities, and the duties and accountabilities of
Directors. A review of Directors’ remuneration is conducted annually to benchmark overall remuneration including
retirement benefits. There was no use of external consultants for remuneration advice for the financial year ended 30
June 2024.
Performance based remuneration
The Company has adopted an employee incentive option plan (‘ESOP or ‘Option Plan’) to provide ongoing incentives
to Directors, Executives and Employees of the Company. The objective of the ESOP is to provide the Company with a
remuneration mechanism, through the issue of securities in the capital of the Company, to motivate and reward the
performance of the Directors and employees in achieving specified performance milestones within a specified
performance period. The Board will ensure that the performance milestones attached to the securities issued pursuant to
the ESOP are aligned with the successful growth of the Company’s business activities.
The Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the
Company. The Directors consider that the ESOP is an appropriate method to:
(a) Reward Directors and employees for their past performance;
(b) Provide long term incentives for participation in the Company’s future growth;
(c) Motivate Directors and generate loyalty from senior employees; and
(d) Assist to retain the services of valuable Directors and employees.
Company performance, shareholder wealth and directors and executives remuneration
The remuneration policy has been tailored to increase the direct positive relationship between shareholders’ investment
objectives and Directors and executives’ performance. Currently, Directors and executives are encouraged to hold
shares in the Company to ensure the alignment of personal and shareholder interests. The Company provides
performance based remuneration via their employee inventive option plan.
B. Service agreements
Employment contracts of key management personnel
Each member of the Company’s key management personnel are employed on open-ended employment contracts
between the individual person and the Company.
Non-Executive Directors have entered into a service agreement with the Company in the form of a letter of
appointment.
The employment conditions of the Managing Director Mr Glen Diemar, is formalised in an executive service agreement
with no fixed term and continues until a party terminates it by giving 3 months’ notice.
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
13
The below is at the date of this financial report:
Key Management
Personnel
Appointment
Terms of Agreement
Base Salary (incl.
super $p.a.)
Termination
Benefit
Glen Diemar
Managing Director
No fixed term
267,600
3 months
David Richardson
Non-Executive Chairman
No fixed term
133,800
Nil
Zhang Yong
Non-Executive Chairman
No fixed term
120,000
Nil
Adam McKinnon
Non-Executive Director
No fixed term
44,600
Nil
C. Details of remuneration
Amounts of remuneration
The remuneration for each key management personnel of the Company during the financial year was as follows:
2024
Key Management
Personnel
Short-term Benefits
Post-
employment
Benefits
Share Based
Payments
Cash,
salary &
Commissions
Cash profit
Share
Non-
Cash
Benefit Other
Super-
annuation
Performance
Rights
Options
Total
Performance
Related
Remuneration
Consisting of
Options
$
$
$
$
$
$
$
$
%
%
Glen Diemar
240,000
-
-
-
26,400
-
-
266,400
-
-
David Richardson
120,000
-
-
-
13,200
-
-
133,200
-
-
Zhang Yong(i)
63,226
-
-
-
-
-
-
63,226
-
-
Adam McKinnon
40,000
-
-
-
4,400
-
9,877
54,277
-
18
463,226
-
-
-
44,000
-
9,877 517,103
-
2
(i)
Mr Yong was appointed as Non-Executive Chairman effective from 22 December 2023.
2023
Key Management
Personnel
Short-term Benefits
Post-
employment
Benefits
Share Based
Payments
Cash,
salary &
Commissions
Cash profit
Share
Non-
Cash
Benefit Other
Super-
annuation
Performance
Rights
Options
Total
Performance
Related
Remuneration
Consisting of
Options
$
$
$
$
$
$
$
$
%
%
Glen Diemar
240,000
-
-
-
25,200
- 106,251
371,451
-
29
David Richardson
108,099
-
-
-
11,353
-
70,834
190,286
-
37
Adam McKinnon(iii)
32,002
-
-
-
3,360
-
73,957
109,319
-
68
Ranko Matic(i) (ii)
6,774
-
-
-
-
-
-
6,774
-
-
386,875
-
-
-
39,913
- 251,042 677,830
-
37
(i)
Mr. Matic is a director and shareholder of Consilium Corporate Pty Ltd which provides directorship, corporate secretarial and accounting
services to the Company.
(ii) Mr. Matic resigned as Non-Executive Director effective 12 August 2022.
(iii) Dr. McKinnon was appointed as Non-Executive Director effective 12 August 2022.
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
14
D. Share-based compensation
Options
There were no options issued to key management personnel during the financial year ended 30 June 2024 (2023:
7,000,000 unlisted options).
Shares
On 20 September 2023, the Company entered into a Share Subscription Agreement (‘Subscription Agreement’) with
GeoZen Resources Group Co., Limited (formally known as Delin Mining Group Cooperation Limited) (‘GeoZen’).
Following completion of all conditions precedent under the Subscription Agreement the Company received $10.1 million
in cash and issued 122,222,222 fully paid ordinary shares to GeoZen. Mr Zhang Yong was appointed as Co-Chairman of
the Company as a nominee of GeoZen (2023: Nil).
Performance rights
There were no performance rights issued to key management personnel during the financial year ended 30 June 2024
(2023: Nil).
Option holding
The number of unlisted options in the Company held during the financial year by each Director and other members of
key management personnel of the Company, including their personally related parties, is set out below:
Name
Balance at start
of the year
Number granted
during the year
Exercised
during the year
Other changes
during the year
Balance at the
end of the year
Glen Diemar
6,000,000
-
-
-
6,000,000
David Richardson
7,000,000
-
-
-
7,000,000
Zhang Yong
-
-
-
-
-
Adam McKinnon
2,000,000
-
-
-
2,000,000
15,000,000
-
-
-
15,000,000
Shareholdings
The number of shares in the Company held during the financial year by each Director and other members of key
management personnel of the Company, including their personally related parties, is set out below:
Name
Balance at start
of the year
Number granted
during the year
Purchased on-
market or as
part of capital
raising
Other changes
during the year
(i)
Balance at the
end of the year
Glen Diemar
344,889
-
-
-
344,889
David Richardson
5,894,801
-
-
-
5,894,801
Zhang Yong
-
-
-
122,222,222
122,222,222
Adam McKinnon
23,809
-
-
-
23,809
6,263,499
-
-
122,222,222
128,485,721
(i)On 20 September 2023, the Company entered into a Share Subscription Agreement (‘Subscription Agreement’) with GeoZen Resources
Group Co., Limited (formally known as Delin Mining Group Cooperation Limited) (‘GeoZen’). Following completion of all conditions
precedent under the Subscription Agreement the Company received $10.1 million in cash and issued 122,222,222 fully paid ordinary
shares to GeoZen. Mr Zhang Yong was appointed as Co-Chairman of the Company as a nominee of GeoZen.
E. Related party disclosures
(i) Other transactions with key management personnel and their related parties
Magmatic Resources Limited, a company of which Mr Richardson and Dr McKinnon are shareholders and directors, are
also engaged to provide management and administration services to the Company. During the year ended 30 June
2024, $76,856 (2023: $58,361) (excluding GST) was paid or payable under this agreement.
GeoZen Resources Group Co., Limited (formally known as Delin Mining Group Cooperation Limited) (‘GeoZen’), a
company of which Mr Yong is a shareholder and director. During the year ended 30 June 2024, $63,226 (2023: $Nil)
(excluding GST) was paid or payable to Mr Yong for his services as a director.
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
15
(ii) Payables owing to related parties
2024
2023
$
$
Magmatic Resources Ltd1
4,344
4,262
4,344
4,262
1 Magmatic Resources Limited a company with which Mr Richardson and Dr McKinnon are shareholders and directors are also engaged
to provide management and administration services to the Company.
There are no other transactions with related parties during the financial years ended 30 June 2024 and 30 June 2023.
ADDITIONAL INFORMATION
The loss of the Company for each year since incorporation to 30 June 2024 is summarised below:
2024
2023
2022
2021
2020
$
$
$
$
$
Other income
293,968
95,283
46,715
3,419
-
EBITDA
(618,775)
(1,630,871)
(555,032)
(2,008,811)
(3,500)
EBIT
(644,414)
(1,656,510)
(579,172)
(2,014,298)
(3,500)
Loss after income tax
(644,414)
(1,656,510)
(579,172)
(2,014,298)
(3,500)
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
2024
2023
2022
2021
2020
Share price at financial year end
(dollars per share)
0.291
0.053
0.07
0.14
-
Total dividends declared (cents
per share)
-
-
-
-
-
Basic loss per share (cents per
share)
(0.39)
(1.66)
(0.58)
(4.08)
(350,000)
1As the financial year end 30 June 2024, fell on a non-business day, the share price at financial year end is the closing
price at 28 June 2024.
During the year ended 30 June 2024, the Company did not utilise any remuneration consultants.
At the 2023 AGM, 99.26% of the votes received supported the adoption of the remuneration report for the year ended
30 June 2023. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
END OF AUDITED REMUNERATION REPORT.
SHARES UNDER OPTION
The number of options over ordinary shares in the Company as at the date of this report are set out below. Options
granted carry no dividend or voting rights.
Issue date
Expiry date
Exercise price
Number of Options
$
5/11/2020
31/12/2025
0.30
12,500,000
12/08/2022
12/08/2025
0.114
2,000,000
25/11/2022
25/11/2025
0.107
5,750,000
20,250,000
SHARES ISSUED ON THE EXERCISE OF OPTIONS
There were no ordinary shares of Australian Gold and Copper Limited that were issued during the financial year and up
to the date of this report on the exercise of options granted.
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ REPORT
30 JUNE 2024
16
INDEMNITY AND INSURANCE OF OFFICERS
The Company has indemnified the Directors and executives of the Company for the costs incurred, in their capacity as a
Director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the Directors and executives
of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of liability and the amount of the premium.
INDEMNITY AND INSURANCE OF AUDITOR
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of
the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the
Company or any related entity.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF RSM AUSTRALIA PARTNERS
There are no officers of the Company who are former partners of RSM Australia Partners.
AUDITOR
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001.
NON-AUDIT SERVICES
No amounts were paid or payable to the auditor for non-audit services provided during the financial year ended 30
June 2024.
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the auditors’ Independence declaration as required under section 307C of the Corporations Act 2001 is set
out immediately after this Directors’ report.
This Directors’ report is signed in accordance with a resolution of Directors made pursuant to section 298(2)(a) of the
Corporations Act 2001.
On behalf of the Directors
Glen Diemar
Managing Director
Date: 19 September 2024
Perth
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the
members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm
which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
RSM Australia Partners
Level 32 Exchange Tower, 2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Australian Gold and Copper Limited for the year ended 30
June 2024, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
Any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA
Perth, WA
TUTU PHONG
Dated: 19 September 2024
Partner
AUSTRALIAN GOLD AND COPPER LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
18
Note
2024
2023
$
$
Other income
4
293,968
95,283
Accounting and other professional fees
(168,750)
(156,167)
Audit fees
17
(31,276)
(29,370)
Depreciation
8
(25,965)
(25,639)
Directors’ fees
(258,054)
(182,022)
Due diligence fees
(13,738)
-
Exploration and project assessments
(4,920)
(67,457)
Exploration expenditure written off
9
-
(724,056)
Employee benefit expense
(45,731)
(41,330)
Legal expenses
(67,104)
(5,871)
Marketing and investor relations
(46,019)
-
Professional fees
(45,500)
-
Regulatory fees
(33,629)
(49,752)
Share based payments
14
(9,877)
(294,886)
Other expenses
(187,819)
(175,243)
Loss before income tax
(644,414)
(1,656,510)
Income tax expense
5
-
-
Loss for the year
(644,414)
(1,656,510)
Other comprehensive income
-
-
Total comprehensive loss for the year
(644,414)
(1,656,510)
Loss per share
Basic loss per share (cents)
23
(0.39)
(1.66)
Diluted loss per share (cents)
23
(0.39)
(1.66)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
AUSTRALIAN GOLD AND COPPER LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
19
Note
2024
2023
$
$
ASSETS
Current assets
Cash and cash equivalents
6
14,238,989
2,183,421
Other assets
7(a)
151,520
45,342
Total current assets
14,390,509
2,228,763
Non-current assets
Property, plant and equipment
8
50,033
69,221
Exploration and evaluation
9
16,051,156
14,123,933
Other assets
7(b)
96,500
67,000
Total non-current assets
16,197,689
14,260,154
Total assets
30,588,198
16,488,917
LIABILITIES
Current liabilities
Trade and other payables
10
169,604
117,589
Provisions
11
36,163
42,598
Total current liabilities
205,767
160,187
Total liabilities
205,767
160,187
Net assets
30,382,431
16,328,730
EQUITY
Issued capital
12
33,408,969
18,720,731
Reserves
13
1,612,482
1,864,979
Accumulated losses
(4,639,020)
(4,256,980)
Total equity
30,382,431
16,328,730
The above statement of financial position should be read in conjunction with the accompanying notes
AUSTRALIAN GOLD AND COPPER LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
20
Issued
capital
Share based
payment
reserve
Accumulated
losses
Total
$
$
$
$
Balance at 1 July 2023
18,720,731
1,864,979
(4,256,980)
16,328,730
Total loss for the year
-
-
(644,414)
(644,414)
Other comprehensive income
-
-
-
-
Total comprehensive income for the year
-
-
(644,414)
(644,414)
Transactions with owners in their capacity as owners
Issue of capital
15,050,000
-
-
15,050,000
Share issue costs
(361,762)
-
-
(361,762)
Share based payments
-
9,877
-
9,877
Transfer to accumulated losses upon expiry of options
-
(262,374)
262,374
-
Balance at 30 June 2024
33,408,969
1,612,482
(4,639,020)
30,382,431
Issued
capital
Share based
payment
reserve
Accumulated
losses
Total
$
$
$
$
Balance at 1 July 2022
18,720,731
1,570,093
(2,600,470)
17,690,354
Total loss for the year
-
-
(1,656,510)
(1,656,510)
Other comprehensive income
-
-
-
-
Total comprehensive income for the year
-
-
(1,656,510)
(1,656,510)
Transactions with owners in their capacity as owners
Share based payments
-
294,886
-
294,886
Balance at 30 June 2023
18,720,731
1,864,979
(4,256,980)
16,328,730
The above statement of changes in equity should be read in conjunction with the accompanying notes
AUSTRALIAN GOLD AND COPPER LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
21
Note
2024
2023
$
$
Cash flows from operating activities
Other income
-
-
Interest received
264,697
90,962
Payments to suppliers and employees
(835,640)
(572,859)
Payments for exploration and evaluation
(4,920)
(65,461)
Net cash outflow from operating activities
22
(575,863)
(547,358)
Cash flows from investing activities
Purchases of property, plant and equipment
(6,777)
(6,310)
Payments for exploration and evaluation
(2,068,107)
(1,494,561)
Payments for bonds
(29,500)
-
Net cash outflow from investing activities
(2,104,384)
(1,500,871)
Cash flows from financing activities
Proceeds from issue of shares
15,050,000
-
Share issue costs paid
(314,185)
-
Net cash inflow from financing activities
14,735,815
-
Net increase/(decrease) in cash held
12,055,568
(2,048,229)
Cash at the beginning of the financial year
2,183,421
4,231,650
Cash at the end of the financial year
6
14,238,989
2,183,421
The above statement of cash flows should be read in conjunction with the accompanying notes
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
22
1.
Material accounting policy information
The accounting policies that are material to the Company are set out below. The accounting policies adopted are
consistent with those of the previous financial year, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Basis of preparation
There general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as
appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board (‘IASB’).
Historical convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other
comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial
instruments.
Critical accounting estimates
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise it judgement in the process of applying the Company’s accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in Note 2.
a)
Comparatives
When required by accounting standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
b)
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the
same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is
responsible for the allocation of resources to operating segments and assessing their performance.
c)
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
Company’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within
12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged
or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-
current.
A liability is classified as current when: it is either expected to be settled in the Company’s normal operating cycle; it
is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is
no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other
liabilities are classified as non-current.
d)
Income tax
The income tax expense (revenue) for the period comprises current income tax expense (income) and deferred tax
expense (income).
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
23
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax
liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant
taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability
balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is
charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or
charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where
amounts have been fully expensed but future tax deductions are available. No deferred income tax will be
recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no
effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the
asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the
reporting period. Their measurement also reflects the manner in which management expects to recover or settle the
carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against which the benefits of the deferred tax asset can be
utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures,
deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can
be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax
assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable
entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and
liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be
recovered or settled.
e)
Trade and other receivables
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost, using
the effective interest method, less any allowances for expected credit losses. Trade and other receivables are
generally due for settlement within 120 days.
Collectability of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are
written off. A provision for doubtful debts is raised when some doubt as to collection exists and in any event when
the debt is more than 60 days overdue.
f)
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and
equipment (excluding land) over their expected useful lives as follows:
Plant and equipment
3-7 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic
benefit to the Company. Gains and losses between the carrying amount and the disposal proceeds are taken to
profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
24
g)
Exploration and evaluation assets
Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current
is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be
recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration
activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of
the existence or otherwise of economically recoverable reserves.
Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the
year in which the decision is made.
h)
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's
carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is
the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the
asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are
grouped together to form a cash-generating unit.
i)
Trade and other payables
Trade and other payables represent the liability outstanding at the end of the reporting period for goods and
services received by the Company during the reporting period which remain unpaid. Due to their short-term nature
they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid
within 30 – 60 days of recognition.
j)
Provisions
Provisions are recognised when the Company has a present (legal or constructive) obligation as a result of a past
event, it is probable the Company will be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the reporting date, taking into account the risks and uncertainties
surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax
rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance
cost.
k)
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of
tax, from the proceeds.
l)
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments with short periods to maturity and bank overdrafts. Bank overdrafts are shown within short-term
borrowings in current liabilities on the statement of financial position.
m)
Other income
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating
the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective
interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial interest to the net carrying amount of the financial asset.
Other income is recognised when it is received or when the right to receive payment is established.
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
25
n)
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to
be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when
the liabilities are settled.
Equity-settled compensation
The Company operates equity-settled share based payment employee share and option schemes. The fair value of
the equity to which employees become entitled is measured at grant date and recognised as an expense over the
vesting period, with a corresponding increase to an equity account.
Share based payments to non-employees are measured at the fair value of goods or services received or the fair
value of the equity instruments issued, if it is determined the fair value of the good or services cannot be reliably
measured, and are recorded at the date the goods or services are received. The corresponding amount is shown in
the option reserve.
The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using an
appropriate valuation model which incorporates all market vesting conditions. The number of shares and options
expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for
services received as consideration for the equity instruments granted shall be based on the number of equity
instruments that eventually vest.
o)
Goods and services tax (“GST”)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial
position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing
and financing activities, which are disclosed as operating cash flows.
p)
Earnings/loss per share
(i) Basic earnings/loss per share
Basic earnings/loss per share is determined by dividing net profit/loss after income tax attributable to members of
the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average
number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares
issued during the year.
(ii) Diluted earnings/loss per share
Diluted earnings/loss per share adjusts the figures used in the determination of basic earnings/loss per share to
take into account the after income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
q)
New or amended Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Company for the annual reporting period ended 30 June 2024. The
Company has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
26
2.
Critical accounting judgments, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, included expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to respective notes) within the next financial year are
discussed below.
Exploration and evaluation expenditure
Exploration and evaluation costs have been capitalised on the basis that activities in the area have not yet reached a
stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are
applied in considering costs to be capitalised which includes determining expenditures directly related to these activities
and allocating overheads between those that are expensed and capitalised.
Share based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes
Option Pricing Model taking into account the terms and conditions upon which the instruments were granted. The
accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the
carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
3.
Operating segments
Identification of reportable operating segments
The Company is organised into one operating segment, being mining and exploration operations. This operating segment is
based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief
Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted
for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
2024
2023
$
$
4.
Other income
Interest income
293,968
95,283
293,968
95,283
2024
2023
$
$
5.
Income tax expense
Loss before income tax expense
(644,414)
(1,656,510)
Tax at the Australian tax rate of 30% (2023: 30%)
(193,324)
(496,953)
Amounts not deductible/(taxable) in calculating taxable income
36,814
319,843
Tax effect of exploration expenditure
(578,167)
(412,099)
Tax effect of temporary differences
(232,654)
(79,471)
Tax effect of deferred tax asset not brought to account
967,331
668,680
Income tax expense
-
-
Potential tax benefit relating to unused tax losses for which no deferred tax
asset has been recognised
2,950,459
2,021,429
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
27
2024
2023
$
$
6.
Cash and cash equivalents
Cash at bank
1,238,989
333,421
Short-term deposits
13,000,000
1,850,000
14,238,989
2,183,421
2024
2023
$
$
7. Other assets
(a) Current
Prepayments
73,273
27,290
Interest receivable
38,393
9,122
GST receivable
39,854
8,930
151,520
45,342
(b) Non-current
Security bonds
96,500
67,000
96,500
67,000
2024
2023
$
$
8.
Property, plant and equipment
Computer equipment – at cost
20,760
19,083
Accumulated depreciation
(16,056)
(11,028)
4,704
8,055
Motor vehicles – at cost
110,504
105,404
Accumulated depreciation
(65,175)
(44,238)
45,329
61,166
Total property, plant and equipment
50,033
69,221
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial year are set out below:
Computer
equipment
Motor vehicles
Total
$
$
$
Balance at 1 July 2023
8,055
61,166
69,221
Additions
1,677
5,100
6,777
Depreciation expense
(5,028)
(20,937)
(25,965)
Balance at 30 June 2024
4,704
45,329
50,033
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
28
2024
2023
$
$
9.
Exploration and evaluation
Opening balance 1 July 2023
14,123,933
13,460,372
Expenditure incurred during the financial year
1,927,223
1,342,290
Expenditure written off during the financial year1
-
(714,056)
Non-capital expenditure
-
35,327
Closing balance 30 June 2024
16,051,156
14,123,933
1 During the financial year ended 30 June 2023, the Company relinquished its tenement licence EL 8669. Costs totalling
$724,056 associated to that tenement have been written off and expensed in the Statement of Profit or Loss and Other
Comprehensive Income. Note that the $724,056 is inclusive of the $10,000 security bond associated with that tenement.
2024
2023
$
$
10. Trade and other payables
Trade creditors
149,004
76,423
Accrued expenses
20,600
41,166
169,604
117,589
2024
2023
$
$
11. Provisions
Provision for annual leave
36,163
42,598
2024
2023
2024
2023
No. of shares
No. of shares
$
$
12. Issued capital
Ordinary shares – fully paid
237,690,972
100,000,000
33,408,969
18,720,731
(a) Ordinary shares
Date
No. of shares
Issue price
$
$
At the beginning of the year
100,000,000
18,720,731
Share Subscription Agreement – 22 December 20231
122,222,222
0.083
10,100,000
Placement (Tranche 1) – 6 June 20242
15,468,750
0.32
4,950,000
Share issue costs
-
(361,762)
At the end of the year
237,690,972
33,408,969
1 On 20 September 2023, the Company entered into a Share Subscription Agreement (‘Subscription Agreement’) with
GeoZen Resources Group Co., Limited (formally known as Delin Mining Group Cooperation Limited) (‘GeoZen’).
Following completion of all conditions precedent under the Subscription Agreement the Company received $10.1
million in cash and issued 122,222,222 fully paid ordinary shares to GeoZen. Mr Zhang Yong was appointed as Co-
Chairman of the Company as a nominee of GeoZen.
2 On 29 May 2024, the Company announced that it had received firm commitments for a placement to raise $11
million (before costs) through the issue of 34,375,000 fully paid ordinary shares (‘shares’) at $0.32 per share.
Existing 55% shareholder GeoZen Resources Group Co., Limited (formally known as Delin Mining Group Cooperation
Limited) (‘GeoZen’), exercised its participation rights and committed to subscribe for shares in the Placement to
maintain its shareholding. The shares were issued in two tranches. Tranche one raised $4.95 million through the issue
of 15,468,750 shares to sophisticated, professional and institutional investors and trance two raised $6.05 million via the
issue of 18,906,250 shares to GeoZen, with tranche two requiring shareholder approval. On 6 June 2024, the Company
completed tranche one and on 12 July 2024, shareholders approved tranche two. Subsequent to the financial year
end on 6 August 2024, tranche two was completed.
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
29
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in
proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value
and the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
each share shall have one vote.
(b) Capital management
The objectives of management when managing capital is to safeguard the Company’s ability to continue as a going
concern, so that the Company many continue to provide returns for shareholders and benefits for other stakeholders.
Due to the nature of the Company’s activities, being mineral exploration, the Company does not have ready access
to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Company’s
capital risk management is the current working capital position against the requirements of the Company to meet
exploration programmes and corporate overheads. The Company’s strategy is to ensure appropriate liquidity is
maintained to meet anticipated operating requirements with a view of initiating appropriate capital raisings as
required.
13. Reserves
2024
2023
$
$
Reserves
Share based payment reserve
1,612,482
1,864,979
Movements
Balance at beginning of year
1,864,979
1,570,093
Share based payments recognised as an expense in the statement of profit or
loss and other comprehensive income
9,877
294,886
Transferred to accumulated losses upon expiry/lapse
(262,374)
-
Balance at end of year
1,612,482
1,864,979
2024
2023
$
$
14. Share based payment transactions
Options – recognised as a share based payment expense
9,877
294,886
9,877
294,886
Below are details of share based payments expensed during the financial year:
a)
Options issued to Directors and Management as an incentive (vesting conditions attached)
On 12 August 2022, 2,000,000 options were granted to a Director as an incentive for services provided and will be
expensed in the Statement of Profit or Loss and Other Comprehensive Income over the vesting period.
The fair value of the services could not be reliably measured and therefore, a Black Scholes option pricing model
was used to determine the value of the options. The options had services conditions attached and vest on the 12
August 2023 if the Director remains employed.
The expense realised in respect to the options is intended to reflect the best available estimate of the number of
options expected to vest.
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
30
The inputs have been detailed below:
Input
Director Options
Number of options
2,000,000
Grant date
12 August 2022
Expiry date (years)
3
Underlying share price
$0.076
Exercise price
$0.114
Volatility
100%
Risk free rate
3.13%
Dividend yield
0.00%
Value per option
$0.0419
Total fair value of options
$83,834
Share-based payment expense recognised for the financial year ended 30 June 2024
$9,877
Share-based payment expense recognised for the financial year ended 30 June 2023
$73,957
Below are details of share based payments expensed during the financial year 30 June 2023:
a)
Options issued to Directors and Management as an incentive (vesting conditions attached)
On 29 January 2021, 300,000 options were granted to an employee as an incentive for services provided and will
be expensed in the Statement of Profit or Loss and Other Comprehensive Income over the vesting period. The fair
value of the services could not be reliably measured and therefore, a trinomial model was used to determine the
value of the options. The options vested on 1 April 2023 as the employee remained employed.
On 12 August 2022, 2,000,000 options were granted to a Director as an incentive for services provided and will be
expensed in the Statement of Profit or Loss and Other Comprehensive Income over the vesting period.
The fair value of the services could not be reliably measured and therefore, a Black Scholes option pricing model
was used to determine the value of the options. The options will vest on 12 August 2023 if the Director remains
employed.
The expense realised in respect to the options is intended to reflect the best available estimate of the number of
options expected to vest.
The inputs have been detailed below:
Input
Director Options
Management
Options
Management
Options
Total
Number of options
2,000,000
150,000
150,000
Grant date
12 August 2022
29 January 2021
29 January 2021
Expiry date (years)
3
3
3
Underlying share price
$0.076
$0.18
$0.18
Exercise price
$0.114
$0.30
$0.50
Volatility
100%
100%
100%
Risk free rate
3.13%
0.11%
0.11%
Dividend yield
0.00%
0.00%
0.00%
Value per option
$0.0419
$0.0904
$0.0714
Total fair value of options
$83,834
$13,560
$10,710
$108,104
Share-based payment
expense recognised for
the financial year ended
30 June 2023
$73,957
$4,708
$3,719
$82,384
Share-based payment
expense recognised for
the financial year ended
30 June 2022
Nil
$6,250
$4,936
$11,186
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
31
b)
Options issued to Directors and Management as an incentive (no vesting conditions attached)
On 25 November 2022, 5,000,000 options were granted to Directors and 1,000,000 options were granted to
Management as an incentive for services provided and will be expensed in the Statement of Profit or Loss and
Other Comprehensive Income over the vesting period. The fair value of the services could not be reliably
measured and therefore, a Black Scholes Option Pricing Model was used to determine the value of the options. All
options issued vested immediately.
The inputs have been detailed below:
Input
Director Options
Management Options
Total
Number of options
5,000,000
1,000,000
Grant date
25 November 2022
25 November 2022
Expiry date (years)
3
3
Underlying share price
$0.066
$0.066
Exercise price
$0.107
$0.107
Volatility
100%
100%
Risk free rate
3.27%
3.27%
Dividend yield
0.00%
0.00%
Value per option
$0.0354
$0.0354
Total fair value of options
$177,085
$35,417
$212,502
Share-based payment expense
recognised for the financial year
ended 30 June 2023
$177,085
$35,417
$212,502
Set out below is a summary of the movements in options on issue during the financial year:
Grant date
Expiry date
Exercise
price
$
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited
Balance at
the end of
the year
5/11/2020
31/12/2025
0.30
12,500,000
-
-
-
12,500,000
24/12/2020
24/12/2023
0.30
2,500,000
-
-
(2,500,000)
-
29/01/2021
31/01/2024
0.30
150,000
-
-
(150,000)
-
29/01/2021
31/01/2024
0.50
150,000
-
-
(150,000)
-
12/08/2022
12/08/2025
0.114
2,000,000
-
-
-
2,000,000
25/11/2022
25/11/2025
0.107
5,000,000
-
-
-
5,000,000
25/11/2022
25/11/2025
0.107
1,000,000
-
-
(250,000)
750,000
23,300,000
-
-
(3,050,000)
20,250,000
Weighted average exercise price
$0.24
-
-
$0.29
$0.23
Set out below are the options exercisable at the end of the financial year:
Grant date
Expiry date
Exercise price
2024
2023
$
#
#
5 November 2020
31 December 2025
0.30
12,500,000
12,500,000
24 December 2020
24 December 2023
0.30
-
2,500,000
29 January 2021
31 January 2024
0.30
-
150,000
29 January 2021
31 January 2024
0.50
-
150,000
12 August 2022
12 August 2025
0.114
2,000,000
2,000,000
25 November 2022
25 November 2025
0.107
5,000,000
5,000,000
25 November 2022
25 November 2025
0.107
750,000
1,000,000
20,250,000
23,300,000
The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.44 years
(2023: 2.21 years).
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
32
15.
Financial management
The Company’s principal financial instruments comprise cash and short-term deposits. The Company has various other
financial assets and liabilities such as other receivables and payables, which arise directly from its operations.
The Company’s activities expose it to a variety of financial risks, including, credit risk, liquidity risk, foreign exchange risk
and cash flow interest rate risk. The Company is not exposed to price risk.
Risk management is carried out by the Board of Directors, who evaluate and agree upon risk management and
objectives.
(a) Market risk
(i) Interest rate risk
The Company is not materially exposed to interest rate risk.
(b) Credit risk
The Company does not have significant concentrations of credit risk. Credit risk is managed by the Board of Directors
and arises from cash and cash equivalents as well as credit exposure including outstanding receivables.
All cash balances are held in Australia.
The maximum exposure to credit risk at reporting date is the carrying amount of the financial assets disclosed within the
financial report.
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external
credit ratings (if available) or to historical information about default rates.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash balances and access to equity funding.
The Company’s exposure to the risk of changes in the market interest rates relate primarily to cash assets.
The Directors monitor the cash-burn rate of the Company on an on-going basis against budget and the maturity
profiles of financial assets and liabilities to manage its liquidity risk.
The financial liabilities the Company had a reporting date were other payables incurred in the normal course of the
business. These were non-interest bearing and were due within the normal 30-60 days terms of creditor payments.
Maturity analysis for financial liabilities
Financial liabilities of the Company comprise of trade and other payables. As at 30 June 2024, all financial liabilities are
contractually maturing within 60 days.
Weighted
average
effective
interest
rate
<6 months
6-12
months
1-5 years
>5 years
Total
2024
%
$
$
$
$
$
Trade and other payables
-
169,604
-
-
-
169,604
169,604
-
-
-
169,604
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
33
Weighted
average
effective
interest
rate
<6 months
6-12
months
1-5 years
>5 years
Total
2023
%
$
$
$
$
$
Trade and other payables
-
117,589
-
-
-
117,589
117,589
-
-
-
117,589
(d) Foreign exchange risk
The Company is not exposed to any foreign exchange risk.
(e) Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes. All financial assets and financial liabilities of the Company at the reporting date are recorded at
amounts approximating their carrying amount.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair
values due to their short-term nature.
16. Key management personnel disclosures
The aggregate compensation made to Directors and other members of key management personnel of the Company
is set out below:
2024
2023
$
$
Short-term employee benefits
463,226
386,875
Post-employment benefits
44,000
39,913
Share-based payments
9,877
251,042
517,103
677,830
17. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the
auditor of the Company:
2024
2023
$
$
Audit services – RSM Australia Partners
Audit and review of the financial statements
31,276
29,370
31,276
29,370
18. Contingent assets and liabilities
Contingent assets
The Company had no contingent assets as at 30 June 2024 and 30 June 2023.
Contingent liabilities
The Company had no contingent liabilities as 30 June 2024 and 30 June 2023.
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
34
19. Commitments
Exploration and evaluation
The Company is required to maintain current rights of tenure to tenements, which require outlays of expenditure in
future financial years. Under certain circumstances, these commitments are subject to the possibility of adjustment to
the amount and/or timing of such obligations, however they are expected to be fulfilled in the normal course of
operations.
2024
2023
$
$
The Company has tenement rental and expenditure commitments payable of:
-
Not later than 12 months
723,333
773,333
-
Between 12 months and 5 years
880,000
1,603,334
-
More than 5 years
-
-
1,603,333
2,376,667
20. Related party transactions
(a) Key management personnel
Disclosures relating to key management personnel are set out Note 16 and in the Remuneration Report in the
Directors’ Report.
(b) Other transactions and balances with related parties
Magmatic Resources Limited, a company of which Mr Richardson and Dr McKinnon are shareholders and
directors, are also engaged to provide management and administration services to the Company. During the year
ended 30 June 2024, $76,856 (2023: $58,361) (excluding GST) was paid or payable under this agreement.
GeoZen Resources Group Co., Limited (formally known as Delin Mining Group Cooperation Limited) (‘GeoZen’), a
company of which Mr Yong is a shareholder and director. During the year ended 30 June 2024, $63,226 (2023: $Nil)
(excluding GST) was paid or payable to Mr Yong for his services as a director.
21. Dividends
The Company has not declared nor paid a dividend for the financial year.
2024
2023
22. Cash flow information
$
$
(a) Reconciliation of cash flow from operations with operating loss
Operating loss after income tax
(644,414)
(1,656,510)
-
Share based payments
9,877
294,886
-
Depreciation
25,965
25,639
- Exploration expenditure written off
-
724,056
Changes in assets and liabilities:
-
Other assets
(44,016)
3,091
-
Trade and other payables
15,186
11,082
-
Exploration expenditure and evaluation
628
50,203
-
Provisions
60,911
195
Net cash flow used in operating activities
(575,863)
(547,358)
Non-cash investing and financing activities
There were no non-cash investing and financing activities during the year (2023: Nil).
AUSTRALIAN GOLD AND COPPER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024 (continued)
35
2024
2023
$
$
23. Earnings per share
Loss after income tax
(644,414)
(1,656,510)
Number
Number
Weighted average number of ordinary shares used in calculating basic
earnings per share
165,173,189
100,000,000
Basic and diluted loss per share (cents)
(0.39)
(1.66)
24. Events after the reporting date
On 12 July 2024, the Company held a General Meeting of its shareholders, where all resolutions passed.
On 19 July 2024, the Company changed its registered office and principal place of business to Level 2, 22 Mount Street,
Perth WA 6000 and 14 Edward Street, Orange NSW 2800 respectively.
On 6 August 2024, the Company completed Tranche two of the Placement, through the issue of 18,906,250 fully paid
ordinary shares at $0.32 per share to GeoZen Resources Group Co., Limited, raising $6.05 million (before costs).
The Directors are not aware of any other matters or circumstances that have arisen since the end of the financial year,
which significantly affected or may significantly affect the operations of the Company the results of those operations, or
the state of affairs of the Company in future financial years.
AUSTRALIAN GOLD AND COPPER LIMITED
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
AS AT 30 JUNE 2024
36
Australian Gold and Copper Limited has no controlled entities and, therefore, is not required by the Australian Accounting
Standards to prepare consolidated financial statements. As a result, subsection 295(3A)(a) of the Corporations Act 2001
does not apply to the Company.
AUSTRALIAN GOLD AND COPPER LIMITED
DIRECTORS’ DECLARATION
30 JUNE 2024
37
In the Directors' opinion:
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
•
the attached financial statements and notes comply with International Financial Reporting Standards as issued by
the International Accounting Standards Board as described in Note1 to the financial statements;
•
the attached financial statements and notes give a true and fair view of the Company's financial position as at 30
June 2024 and of its performance for the financial year ended on that date;
•
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
•
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
Glen Diemar
Managing Director
Date: 19 September 2024
Perth
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the
members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm
which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
RSM Australia Partners
Level 32 Exchange Tower, 2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF AUSTRALIAN GOLD AND COPPER LIMITED
Opinion
We have audited the financial report of Australian Gold and Copper Limited (the Company), which comprises the
statement of financial position as at 30 June 2024, the statement of profit or loss and other comprehensive income,
the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policy information, and the directors' declaration.
In our opinion the accompanying financial report of the Company is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Company's financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Company in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards
Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our audit addressed this matter
Exploration and Evaluation
Refer to Note 9 in the financial statements
The Company has capitalised exploration and
evaluation expenditure with a carrying value of
$16,051,156 as at 30 June 2024.
We considered this to be a key audit matter as it’s
the most material balance on the statement of
financial position and is subject to management
judgment in assessing the carrying value of the
asset including:
•
Determination of whether the expenditure can
be associated with finding specific mineral
resources, and the basis on which that
expenditure is allocated to an area of interest;
•
Determination of whether exploration activities
have progressed to the stage at which the
existence of an economically recoverable
mineral reserve may be assessed; and
•
Assessing whether any indicators of impairment
are present, and if so, judgments applied to
determine and quantify any impairment loss.
Our audit procedures included:
•
Assessing whether the Company’s right to tenure
of each area of interest is current;
•
Agreeing a sample of additions to supporting
documentation and ensuring the amounts are
capital in nature and relate to the area of interest;
•
Assessing
and
evaluating
management’s
assessment of whether indicators of impairment
existed at the reporting date;
•
Assessing management’s determination that
exploration and evaluation activities have not yet
reached a stage where the existence or otherwise
of economically recoverable reserves may be
reasonably determined; and
•
Enquiring
with
management
and
reviewing
budgets and other supporting documentation as
evidence that active and significant operations in,
or relation to, the area of interest will be continued
in the future.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Company's annual report for the year ended 30 June 2024, but does not include the financial report and
the auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Company to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar2_2020.pdf. This
description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2024.
In our opinion, the Remuneration Report of Australian Gold and Copper Limited, for the year ended 30 June 2024,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA
Perth, WA
TUTU PHONG
Dated: 19 September 2024
Partner
AUSTRALIAN GOLD AND COPPER LIMITED
ASX ADDITIONAL INFORMATION
30 JUNE 2024
41
Additional information required by Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows.
The information is current as at 6 September 2024.
(a)
Corporate governance statement
The Company’s 2024 Corporate Governance Statement has been released as a separate document and is located on our
website at https://www.austgoldcopper.com.au/corporate/.
(b)
Distribution of equity securities
Analysis of number of equity security holders by size of holding:
Range
Total Holders
Units
% of Issued Capital
1 – 1,000
228
102,574
0.04
1,001 – 5,000
792
2,109,211
0.82
5,001 – 10,000
380
3,016,066
1.18
10,001 – 100,000
665
22,405,869
8.73
100,001 and above
131
228,963,502
89.23
Total
2,196
256,597,222
100
Unmarketable Parcels
Minimum $500.00 parcel at $0.28 per unit is 454 holders with 422,683 shares.
(c)
Twenty largest shareholders
The names of the twenty largest holders of quoted ordinary shares are:
Rank Name
Units
% of Units
1
GEOZEN RESOURCES GROUP CO LIMITED
141,128,472
55.00
2
NEW SOUTH RESOURCES PTY LTD
21,171,875
8.25
3
CITICORP NOMINEES PTY LIMITED
8,327,723
3.25
4
MAGMATIC RESOURCES LIMITED
5,637,594
2.20
5
BILINGUAL SOFTWARE PTY LTD
5,092,892
1.98
6
GOLD FIELDS AUSTRALIA PTY LTD
2,666,667
1.04
7
ASHFORD PROPERTIES P/L
2,500,000
0.97
8
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
2,251,720
0.88
9
MR MARC DAVID HARDING
1,530,000
0.60
10
FINCLEAR SERVICES PTY LTD
1,500,412
0.58
11
BNP PARIBAS NOMINEES PTY LTD
1,349,981
0.53
12
WYTHENSHAWE PTY LTD
1,200,000
0.47
13
MR MATTHEW DAVID DUNN + MRS TRACY JANE DUNN
1,160,000
0.45
14
MR LEMUEL CHERLOABA
1,000,000
0.39
15
IGME PTY LTD
1,000,000
0.39
16
MR GLENN PETER LUCKIE + MRS LISA ANNETTE LUCKIE
1,000,000
0.39
17
ST LEONARDS NOMINEES PTY LTD
1,000,000
0.39
18
DIEMAR & ASSOCIATES PTY LIMITED
925,000
0.36
19
MR MATTHEW JAMES PENNY
900,069
0.35
20
INVIA CUSTODIAN PTY LIMITED
810,000
0.32
Total
202,152,405
78.79
AUSTRALIAN GOLD AND COPPER LIMITED
ASX ADDITIONAL INFORMATION
30 JUNE 2024
42
(d)
Substantial shareholders
The names of substantial shareholders and the number of equity securities as disclosed in their most recent substantial
shareholder notices received by the Company are:
Holder Name
Shares
Geozen Resources Group Co Limited
141,128,472
New South Resources Pty Ltd
21,171,875
(e)
Voting rights
On a show of hands, holders of ordinary shares have one vote. On a poll, holders of fully paid ordinary shares have one vote
per share, whilst holders of partly paid shares have such number of votes equivalent to the proportion paid up in respect of
their shares. The holders of unlisted options do not have voting rights attached to those securities.
(f)
The number of restricted equity securities / securities subject to voluntary escrow
There are no restricted equity securities or securities subject to voluntary escrow.
(g)
Unlisted securities
The following options are on issue:
•
1 optionholder holding 1,000,000 unlisted options with an exercise price of $0.30 expiring 31 December 2025
•
4 optionholders holding 11,500,000 unlisted options with an exercise price of $0.30 expiring 31 December 2025
•
1 optionholder holding 2,000,000 unlisted options with an exercise price of $0.114 expiring 12 August 2025
•
4 optionholders holding 5,750,000 unlisted options with an exercise price of $0.107 expiring 25 November 2025
(h)
On market buy back
There is no current on market buy back of Australian Gold and Copper Limited shares.
(i)
Schedule of tenements
Project
Tenement
Location
Percentage
Ownership
Status
Registered Holder
Moorefield
EL 7675
NSW
100%
Granted
Australian Gold and Copper Limited
Ootha
EL 9536
NSW
100%
Granted
Australian Gold and Copper Limited
Cargelligo
EL 8968
NSW
100%
Granted
Australian Gold and Copper Limited
Rast
EL 9336
NSW
100%
Granted
Australian Gold and Copper Limited
Nyora
EL 9561
NSW
100%
Granted
Australian Gold and Copper Limited
Gundagai
EL 8955
NSW
100%
Granted
Australian Gold and Copper Limited