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Annual Report 2022

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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2022 BLACK ROCK MINING LIMITED ABN: 59 094 551 336 CORPORATE DIRECTORY DIRECTORS Richard Crookes Chairman Non-Executive John de Vries Chief Executive Officer, Managing Director Ian Murray Non-Executive Director Gabriel Chiappini Non-Executive Director COMPANY SECRETARY James Doyle PRINCIPAL PLACE OF BUSINESS AND REGISTERED OFFICE AUDITOR Level 1, 1 Walker Avenue, West Perth Western Australia, 6005 T: +61 (08) 6383 6200 www.blackrockmining.com.au Deloitte Touche Tohmatsu Tower 2, Brookfield Place 123 St Georges Terrace Perth Western Australia, 6000 T: +61 (08) 9365 7000 F: +61 (08) 9365 7001 SHARE REGISTRY Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth Western Australia, 6000 T: +61 1300 787 272 F: +61 (08) 9323 2033 E: web.queries@computershare.com.au STOCK EXCHANGE LISTING The Company’s shares are quoted on the Australian Securities Exchange (ASX). The Home Exchange is Perth. ASX CODE BKT – ordinary shares CHIEF EXECUTIVE OFFICER’S REPORT DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DIRECTORS’ DECLARATION INDEPENDENT AUDITOR’S REPORT ADDITIONAL INFORMATION 01 05 17 18 19 20 21 22 47 48 52 CHIEF EXECUTIVE OFFICER’S REPORT Black Rock Mining is well positioned as a premium player in East Africa’s emerging Graphite hub to take advantage of the strong outlook for natural Graphite. 01 Mahenge Graphite Project At the beginning of this financial year, I wrote that the demand for graphite was entering a unprecedented period driven by the demand for clean energy technologies. Over the year, this sentiment has grown faster and larger than we anticipated, with market analysts now predicting structural deficits in natural graphite supply by the end of this calendar year, 2022. A synchronised global technology change is underway which is expected to drive strong demand for battery materials. Graphite will play a substantial role in this transition to a renewables future and this represents a significant opportunity for all Black Rock Mining stakeholders. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 02 Following this, Black Rock Mining signed a Framework Agreement with the Government of Tanzania at a ceremony held in Dar es Salaam on 13th December 2021 – confirming an agreed 16% Free Carried Interest shareholding and commitment to jointly develop the world-class Mahenge Graphite Project. At the time I said that reaching agreement with the Tanzanian Government was a watershed moment for the Company. Not only does the partnership with the Government signal clear intent for the Mahenge Graphite Project to be built, it also demonstrates strong alignment with the people of Tanzania providing project certainty to all broader stakeholders. Focused on becoming a graphite producer The development pathway for a graphite mine is highly customer led. This means that the majority of time is spent on customer engagement and qualification – very different to a base metals project where most of the focus is on drilling. With this in mind, during the year the Company completed a large-scale 500 tonne processing plant campaign as part of customer qualification works. An important milestone which demonstrated a whole of orebody qualification to provide high confidence with customers and financiers in the Project’s ability to supply a high quality commercial grade product over the long term. Critically, this also represented the largest undertaken global graphite qualification campaign and has put large volumes of product in the hands of existing and potential new partners in North America, Asia and Europe. With one of the largest graphite resources in the world, the Mahenge Graphite Project is on track to become a meaningful producer of graphite into a growing global market. The Mahenge Graphite Project has a number of unique advantages that underpin its credentials to deliver a significant new sustainable and green source of graphite: > Ability to produce very high grade graphite concentrate (up to 99% Total Graphitic Carbon); > Simple extraction and operating process with dry stack tailings (no acid, low environmental footprint, and low technical risk); > Good access to key infrastructure – rail, port access, grid power, and water allows for sustained lower cost operation; > Upstream focused business model and modular market entry and growth strategy for a highly economic mine operation; > Commercially validated product qualified by real customers in the global supply chain (strategic partnership with POSCO and binding off-take agreements); and > Substantially permitted with Tanzanian Government mandate in place. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 03 Switching to our other strategic partner, in POSCO, the Company signed a term sheet for a US$10m prepayment and offtake for all of the Mahenge Graphite Project’s Module One planned fines production (-100#). This built on POSCO’s earlier 15% equity investment in Black Rock Mining and continued to show the market strong end user confidence in Mahenge’s high purity graphite and development pathway. Two existing Chinese Pricing and Volume Agreements for the supply of large flake concentrate (>+100 mesh) were also converted to binding Term Sheets. These also included a prepayment commitment (via a binding Letter of Credit), and importantly are price indexed to published indices. The Mahenge Graphite Project now has the largest measured graphite mineral resource globally, following the completion of an infill drill program and bulk metallurgical sampling. The Company announced a 25% increase in Measured Mineral Resource which confirms the first 10 years of the mine plan (including all of Module One and Two) is now underpinned by the highest confidence mineral resource category. In recent months, the Company has been working through a Front End Engineering Design (“FEED”) process that aims to optimise process plant design, tender for long lead equipment items, provide updated Capex and Opex for cost and schedule certainty; and ultimately support the finalisation of the debt finance process. CPC Engineering was awarded the engineering design contract and an integrated project management team is currently responsible for the FEED process in parallel with detailed engineering. The team has a particular focus on earthworks as the initial priority to ensure the Company can be construction ready in the coming months. Tanzanian activities I’m pleased to note that the Company commenced the compensation process pursuant to the Mahenge Graphite Project Resettlement Action Plan post year end. This effectively begins the process to deliver a higher standard of living with vastly improved amenities to all project affected persons in priority areas covering Modules One and Two. Importantly, as the Company is nearing finalisation of the FEED process, the timing of resettlement compensation means that Black Rock Mining is on track to access ground for potential start of early works programs ahead of planned commencement of mine construction, subject to making a final investment decision. Local engagement and project execution activities accelerated with the announcement of initial leadership appointments under Black Rock Mining’s 84% owned joint-venture company, Faru Graphite Corporation (Faru). Faru was established in partnership with the Tanzanian Government to jointly develop the Mahenge Graphite Project. Tanzanian CEO, Mr Alimiya (Ali) Osman was appointed, along with Mr Asa Mwaipopo as Non-Executive Director. Mr Ted Silkiluwasha and Mr Danstan Mtajura Daud also joined as government appointed Directors, along with Black Rock Mining Directors Mr Ian Murray as Non-Executive Director and myself as Executive Chairman. Having worked closely with the government and our partners in Tanzania, the Company is fortunate to be able to attract and recruit world class Tanzanian citizens that supports our desire to co-develop local capability to drive positive outcomes for Tanzania and our investors. Tying the year together, the Company is now in a great position as it focuses on completing financing activities ahead of making a final investment decision with respect to the Mahenge Graphite Project, and consequent commencement of development. Having achieved stated milestones through the year, including established agreements with credible and blue chip customers, government support and project de-risking activities, Black Rock Mining has been able to demonstrate additional confidence for lenders and financiers with a strong platform as the Company now progresses activities associated with securing debt financing. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 04 ABOVE MD/CEO JOHN DE VRIES ON SITE AT MAHENGE DURING THE JUNE QUARTER. LEFT MD/CEO JOHN DE VRIES AND FARU CEO ALIMIYA (ALI) OSMAN PRESENTING THE INITIAL RAP PAYMENT CEREMONIAL CHEQUE TO LOCAL VILLAGE LEADERS AND GOVERNMENT OFFICIALS. On a personal note, I would like to thank you, our shareholders for your incredible support. The spotlight on graphite is beginning to grow brighter, and I believe that the expected global market demand will bring substantial opportunities for Black Rock Mining that will ultimately deliver value for all stakeholders. Graphite will play a critical role as part of global decarbonisation and clean energy strategies, and I look forward to executing on our plans over the next year as we aim to transition again from explorer to producer. John de Vries CEO AND MANAGING DIRECTOR Corporate During the year, Black Rock Mining strengthened its balance sheet with a A$25m placement to new and existing institutional and sophisticated investors. This means that the Company is appropriately funded with A$26.1m in cash as at 30 June 2022 as we aim to finalise debt financing ahead of planned construction activities. With the focus on building-out organisational capabilities, Black Rock Mining made a number of key appointments through the year, including: • Steuart McIntyre – GM Corporate Development • Greg Wheeler – Chief Commercial Officer • Paul Sims – Chief Financial Officer • James Doyle – Company Secretary • Post June 30 the Company has appointed Raelene Wyatt as General Manager – People, Culture and Sustainability The Company also secured a new corporate office to accommodate the expanded team, completing the move in February 2022. Environmental, Social and Governance The Company is committed to maintaining the highest possible standards of Environmental, Social and Governance ("ESG"). Concurrent to the FEED process the Company is progressing an Independent Technical Expert review of our compliance with both the International Finance Corporations performance standards (“IFC PS”) and the version 4 of the Equator Principles (“EP4”). Significant baseline studies, stakeholder engagement and investment has been made by the Company this year to assess the environmental and social impacts of both the project and the associated infrastructure. Compliance with the IFC PS and EP4 not only differentiates the Company in increasingly discerning offtake, investment and financial markets, but it facilitates the constructive and proactive engagement with stakeholders to achieve the best outcomes for the environment and the communities in which we work. The Company has commenced compensation and resettlement activities (“RAP”) at the Mahenge Graphite Project. The RAP is compliant with the IFC PS and EP4, and to date the process and outcomes have been enthusiastically received by the Project Affected Persons. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT DIRECTORS’ REPORT The Directors of Black Rock Mining Limited (“Company” or “Black Rock Mining”) submit herewith the annual report of the Company and its subsidiary entities (“Consolidated Entity”) for the financial year ended 30 June 2022. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: 05 INFORMATION ABOUT THE DIRECTORS The names and details of the Directors of Black Rock Mining during the financial year are: NAME PARTICULARS Richard Crookes Non-Executive Chairman Ian Murray Non-Executive Director John de Vries Managing Director and CEO Mr Crookes has over 30 years’ experience in the resources and investments industries. He is a geologist by training having worked in the industry most recently as the Chief Geologist and Mining Manager of Ernest Henry Mining in Australia (now Glencore). Mr Crookes was most recently an Investment Director at EMR Capital and prior to that he was an Executive Director in Macquarie Bank’s Metals Energy Capital (MEC) division where he managed all aspects of the Bank’s principal investments in mining and metals companies as well as the origination of numerous project finance transactions. Mr Crookes has extensive experience in deal origination, evaluation, structuring, and completing investment entry and exits for both private and public resource companies in Australia and overseas, as well as execution of Project Finance transactions in Africa. Mr Crookes is a member of both the Audit and Remuneration Committees. Mr Crookes held directorships with the following listed companies in the three years immediately prior to the date of this report. NAME Highfield Resources Limited Lithium Power International Ltd Barton Gold Holdings Ltd DATE APPOINTED April 2013 November 2018 February 2021 DATE RESIGNED March 2022 Current May 2022 Mr Murray is a Non-Executive Director of Black Rock Mining. Mr Murray graduated with a Bachelor of Commerce (BCom) in 1987 from the University of Cape Town, a fellow of the Institute of Chartered Accountants of Australia and New Zealand, and is a member of the Australian Institute of Company Directors. He has held senior management positions for companies such as KPMG, Price Waterhouse, Bioclones, DRDGold Ltd, and Gold Road Resources. More recently, as Chief Executive Officer and Managing Director, he successfully delivered Gold Road Resources’ (ASX:GOR) Gruyere Project, and has significant African experience through DRDGold. Mr Murray is a member of the Audit Committee and Chair of the Remuneration Committee. Mr Murray held directorships with the following listed companies in the three years immediately prior to the date of this report. NAME Matador Mining Ltd Geopacific Resources Ltd Todd River Resources Ltd Jupiter Mines Limited DATE APPOINTED May 2020 September 2019 September 2020 February 2022 DATE RESIGNED Current July 2022 October 2021 Current Mr de Vries has over 30 years’ experience in the mining industry. He started his career in 1984 working for WMC Resources and held operational roles such as Underground Manager, Senior Mining Engineer and Manager Mining. In 1998, he moved to AMC Consultants to become a Principal Mining Engineer responsible for Mine Optimisation. In 2003, he joined Orica Mining Services as Global Business Manager, Advanced Mining Solutions, before moving to BHP Billiton in 2007 as the Manager Strategic Mine Planning. Most recently from 2011 to 2015, he was General Manager Technical Services for St Barbara. After his success with St Barbara, Mr de Vries took an 18-month sabbatical before joining Black Rock Mining. Mr de Vries holds a Bachelor of Engineering, Mining, a Master of Science in Mineral Economics, a Graduate Diploma in Economic Geology, a Graduate Diploma in Financial Markets and is Advisory Committee Member-Mining of MRIWA. Mr de Vries holds a WA First Class Mine Managers Certificate of Competency. He is a member of the AusIMM, a fellow of FINSIA and a member of SME. Mr de Vries does not currently hold any other directorships, nor has he in the past three years. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT DIRECTORS’ REPORT 06 INFORMATION ABOUT THE DIRECTORS - CONTINUED NAME PARTICULARS Gabriel Chiappini Non-Executive Director Mr Chiappini is an experienced ASX director and has been active in the capital markets for 18 years. Mr Chiappini has assisted in raising in excess of A$400m in funding and has provided investment and divestment guidance to a number of companies. Mr Chiappini specialises in start-up companies and assists companies with their growth and strategic direction. Mr Chiappini is a member of the Australian Institute of Company Directors and Chartered Accountants Australia & New Zealand. Mr Chiappini is Chair of the Audit Committee and a member of the Remuneration Committee. Mr Chiappini held directorships with the following listed companies in the 3 year immediately prior to the date of this report. NAME Invictus Energy Limited Eneabba Gas Limited Gefen International A.I. Ltd Black Dragon Gold Corp Ltd DATE APPOINTED August 2015 September 2016 July 2021 March 2022 DATE RESIGNED Current April 2021 August 2022 Current The above-named directors held office during the whole of the financial year and since the end of the financial year INFORMATION ABOUT COMPANY SECRETARY James Doyle Mr Doyle is an experienced advisory and governance professional specialising in the provision of company secretarial and corporate advisory services to public and private companies across a range of sectors including resources, industrials and information technology. Mr Doyle is currently employed by Emerson CoSec, a national corporate advisory, compliance and governance service provider, with clients predominantly in the mineral exploration, development and production sector and acts as company secretary to a number of ASX- listed companies. PRINCIPAL ACTIVITIES Black Rock Mining is an Australian-based Company listed on the Australian Securities Exchange. The principal activity of the Company during the year was to explore and develop mineral resources. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 07 REVIEW AND RESULTS OF OPERATIONS AND ACTIVITIES Results of Operations The consolidated loss after tax for the year ended 30 June 2022 was $6,076,894 (2021: $2,850,250). The principal activities during the year included: • Ongoing discussion with the potential financiers and debt advisors. • Ongoing Front End Engineering Design (“FEED”) process and re-estimating the capital and operating costs at the Mahenge Graphite Project as part of financing process. • Awards Engineering Design Contract to CPC Engineering for Mahenge Graphite Mine. • Completion of a Placement to Institutional and Sophisticated Investors to raise A$25m. • Appointment of Mr James Doyle as Company Secretary who replaced Mr Gabriel Chiappini who resigned from the role of Company Secretary. • Appointment of Mr Greg Wheeler as Chief Commercial Officer. • Appointment of experienced resources executive, Mr Paul Sims, as Chief Financial Officer. • JORC Compliant Mineral Resource Estimate and Ore Reserve update, posting a 25% increase in Measured Mineral Resource. • Term Sheet executed with POSCO comprising US$10m prepayment commitment, repayable via delivery of product, and an offtake agreement for 100% of planned fines production (-#100) from module one of the Mahenge Graphite Project. • Executed the Framework Agreement with the United Republic of Tanzania ("Tanzanian Government") to jointly develop the Mahenge Graphite mine. • Appointment of Mr Steuart McIntyre as General Manager, Corporate Development. • Binding Term Sheets for the supply of large flake graphite concentrate agreed with the Company's existing offtake customers, Taihe Soar (Dalian) Supply Chain Management and Qingdao Yujinxi New Material Co Ltd. • Memorandum of Understanding signed with United States Clean Tech Graphite Processing company Urbix, Inc, for an innovative supply chain partnership collaboration on battery anode processing. Corporate and Financial Position Consolidated net assets at yearend were $55,018,502 against $33,163,048 at the close of the prior year. Total cash held at yearend was $26,093,637 (2021: $11,298,422). DIVIDENDS No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current year. CHANGES IN THE STATE OF AFFAIRS Other than the above, there have not been any significant changes in the State of Affairs of the Company or Consolidated Entity. Black Rock Mining remains focused on developing its Graphite Mahenge Project in Tanzania. The Consolidated Entity is progressing towards the development phase, following the execution of the Free Carried Interest with the Tanzanian Government in December 2021 and significant capital raising in May 2022. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 08 DIRECTORS’ REPORT SUBSEQUENT EVENTS Other than the below, the Directors are not aware of any matter or circumstance that has significant or may significantly affect the operation of the Company or Consolidated Entity, or the results of those operations, or the state of affairs of the Company or Consolidated Entity in subsequent financial years. On 18 July 2022, the Company announced the senior appointments for the Tanzanian leadership team under the Company’s 84% owned joint venture company, Faru Graphite Corporation (“Faru”), established in partnership with the Tanzanian Government to develop the Mahenge Graphite Mine. Faru CEO, Mr Alimiya (Ali) Osman was appointed, along with Mr Asa Mwaipopo as Non-Executive Director of Faru. Mr Ted Silkiluwasha and Mr Danstan Mtajura Daud also joined as government appointed Directors of Faru, along with Black Rock Mining Directors Mr John de Vries and Mr Ian Murray who were appointed as Executive Chairman and Non-Executive Director of Faru, respectively. On 25 July 2022, the Company announced it had commenced initial resettlement activities for its agreed Resettlement Action Plan at the Mahenge Graphite Project. Refer note 28 in the financial statements for further information. Following receipt of notification of the approval of the Special Mining Licence (“SML”) for the Mahenge Graphite Project on 2 September 2022, Faru was formally awarded SML 676/2022 for the Mahenge Graphite Project on 5 September 2022. On 9 August 2022, the Company, and one of its subsidiaries, Mahenge Resources Limited (incorporated in Tanzania), received a form of referral of an employment dispute to the Commission for Mediation and Arbitration in Tanzania from a former Tanzanian based consultant. Whilst the matter is in the preliminary stages, based on legal advice received to date, the Group believes the claim is spurious, and the amount claimed is ambit, and consequently the matter will be vigorously defended. Accordingly, it is not practicable at this stage to estimate the amount, if any, of any liability that may arise from this matter. On 9 September 2022, the Company announced that Faru had signed a Conditional Framework Agreement (Agreement) with US-based Urbix, Inc (Urbix) for material from Module Two of the Mahenge Graphite Project. Under the terms of the Agreement, the parties will collaborate in establishing a new supply chain suited to the localisation and Environment, Social and Governance demands of the United States of America and European battery industries. FUTURE DEVELOPMENTS Black Rock Mining remains focused on developing its Mahenge Graphite Project in Tanzania. Subject to the Board of Black Rock Mining making a final investment decision, the Company or Consolidated Entity will move into its development phase and looks forward to executing on its strategy to develop and bring the Mahenge Graphite Project into production and in parallel, penetrate the battery materials supply chain. ENVIRONMENTAL REGULATION AND PERFORMANCE The Company is currently updating the Environment and Social Impact Assessment report in accordance with the legal and regulatory requirements of the Tanzanian Government and the relevant international finance institution environmental and social standards; namely the International Finance Corporation Performance Standards and the Equator Principles. Entities in the Consolidated Entity have complied with all environmental requirements up to the date of this report. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT SHARE OPTIONS Share options granted to Directors No options were granted to the Directors during the year. Share options on issue The details of the options as at the date of this report are as follows: 09 ISSUING ENTITY Black Rock Mining Ltd Black Rock Mining Ltd Black Rock Mining Ltd Black Rock Mining Ltd Black Rock Mining Ltd Black Rock Mining Ltd Black Rock Mining Ltd Black Rock Mining Ltd Black Rock Mining Ltd Black Rock Mining Ltd NUMBER OF SHARES UNDER OPTION CLASS OF SHARES EXERCISE PRICE OF OPTION EXPIRY DATE OF OPTIONS 3,000,000 7,600,000 30,236,635 5,000,000 11,000,000 1,000,000 1,500,000 1,500,000 3,000,000 1,500,000 65,336,635 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary $0.150 $0.150 $0.084 $0.079 $0.116 $0.116 $0.200 $0.224 $0.290 $0.400 18-Nov-22 28-Oct-22 10-Aug-23 4-Nov-23 21-Dec-23 24-Jan-24 1-Jun-24 1-Jul-24 25-Oct-24 26-April-25 Option holders do not have any right by virtue of the option to participate in any share issue of the Company or any related body corporate. PERFORMANCE RIGHTS Performance rights granted to Directors During and since the end of the financial year, no new performance rights were granted to Directors of the Company. Performance rights on issue As at the date of this report, no performance rights are on issue. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT DIRECTORS’ REPORT 10 INFORMATION ABOUT THE DIRECTORS The following table sets out each Director’s relevant interest in shares or options over shares of the Company as at the date of this report: DIRECTOR Richard Crookes John de Vries Ian Murray Gabriel Chiappini - Ordinary shares - Unlisted Options - Unlisted Options - Unlisted Options - Ordinary shares - Unlisted Options - Unlisted Options - Unlisted Options - Ordinary shares - Unlisted Options - Unlisted Options - Unlisted Options - Ordinary shares - Unlisted Options - Unlisted Options - Unlisted Options NUMBER EXPIRY DATE EXERCISE PRICE 6,266,150 213,079 2,000,000 2,400,000 10,460,078 252,121 5,000,000 3,600,000 5,466,801 194,548 2,000,000 3,000,000 11,004,807 424,555 2,000,000 1,600,000 10-Aug-23 21-Dec-23 28-Oct-22 10-Aug-23 21-Dec-23 28-Oct-22 10-Aug-23 21-Dec-23 18-Nov-22 10-Aug-23 21-Dec-23 28-Oct-22 $ 0.084 $ 0.116 $ 0.150 $ 0.084 $ 0.116 $ 0.150 $ 0.084 $ 0.116 $ 0.150 $ 0.084 $ 0.116 $ 0.150 INDEMNIFICATION OF OFFICERS The Company gave indemnity and held the following liability cover in place during the course of the financial year: 1. Agreements to indemnify Mr Richard Crookes (Non-Executive Chairman), Mr John de Vries (Executive Director), Mr Gabriel Chiappini (Non-Executive Director) and Mr Ian Murray (Non-Executive Director), in respect of any liabilities incurred by them while acting in the normal course of business as a Director of the entity and to insure them against certain risks they are exposed to as Directors of the Company. 2. Pursuant to the above, the Company has paid premiums to insure the Directors and executive management against liabilities incurred in the conduct of the business of the Company and has provided right of access to the Company records. 3. In accordance with common commercial practice, the insurance policy prohibits disclosure of the premium and the nature of the liability insured against. 4. The Company has not provided any insurance for an auditor of the Company. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT DIRECTORS’ MEETINGS The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were Director, committee member or invitee). During the financial year nine Directors’ meetings were held: DIRECTOR Richard Crookes Ian Murray John de Vries(1) Gabriel Chiappini NUMBER ELIGIBLE TO ATTEND NUMBER ATTENDED 9 9 4 9 9 9 9 9 (1) Mr de Vries attended the Audit Committee meetings and the Remuneration Committee meetings as an invitee. 11 NON-AUDIT SERVICES During the year no non-audit services were provided by the Auditor (or by another person or firm on the Auditors behalf). AUDITOR’S INDEPENDENCE DECLARATION The Auditor’s independence declaration is included after this report. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied for leave of Court to bring proceedings on behalf of the Company or 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 any part of those proceedings. The Company was not party to any such proceedings during the year. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT DIRECTORS’ REPORT 12 REMUNERATION REPORT (AUDITED) This remuneration report, which forms part of the Directors’ report, sets out information about the remuneration of Black Rock Mining’s key management personnel for the financial year ended 30 June 2022. The term ‘key management personnel’ refers to those persons having authority and responsibility for planning, directing and controlling the activities of the Consolidated Entity, directly or indirectly, including any Director (whether executive or otherwise) of the Consolidated Entity. The prescribed details for each person covered by this report are detailed below under the following headings: • key management personnel • remuneration policy • relationship between the remuneration policy and Company performance • remuneration of key management personnel • key terms of employment contracts • other information Key management personnel The key management personnel of the Consolidated Entity during or since the end of the financial year were: Appointed 16 October 2017 Appointed 2 May 2019 Richard Crookes Non-Executive Chairman Non-Executive Director Ian Murray John de Vries Chief Executive Officer & Managing Director Appointed 16 March 2017 Gabriel Chiappini Non-Executive Director Appointed 21 March 2012 Remuneration policy The Board of Directors is responsible for determining and reviewing compensation arrangements for Directors and the executive team. The Board assesses the appropriateness of the nature of the amount of remuneration of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality Board and Executive team and that each staff member’s remuneration package properly reflects that person’s duties and responsibilities. The Board may, however, exercise its discretion in relation to approving incentive bonuses, options and performance rights. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT REMUNERATION REPORT (AUDITED) - CONTINUED Elements of Director and executive remuneration Remuneration packages contain the following key elements: • Short term benefits – salaries / fees • Annual leave and long service leave benefits • Post-employment benefits – superannuation • Share based payments 13 No non-monetary short-term benefits, prescribed retirement benefits or other post-employment benefits were paid. The following table discloses the remuneration of the Directors and executives of the Company: 2022 Richard Crookes Ian Murray John de Vries Gabriel Chiappini E E Y O L P M E - S T I F E N E B M R E T T R O H S S E E F D N A Y R A L A S $ 100,000 66,000 R E H T O - - 386,432 169,701(i) 72,600 - T S O P - S T I F E N E B T N E M Y O L P M E N O I T A U N N A R E P U S $ 10,000 6,600 23,577 - 625,032 169,701 40,176 T N E M Y A P ) i i ( ) S E R A H S ( D E S A B E R A H S T N E M Y A P ) S N O I T P O ( D E S A B E R A H S L A T O T O T D E K N I L % E C N A M R O F R E P $ $ - - - - - 34,900 32,914 76,603 31,351 144,900 105,514 656,313 103,951 175,768 1,010,678 - - 19%(ii) - - (i) Annual leave benefit ($46,057), long service leave ($23,644) and bonus awarded ($100,000). (ii) Calculated as a percentage of the 2021 financial year total remuneration. 2021 Richard Crookes Ian Murray John de Vries E E Y O L P M E - S T I F E N E B M R E T T R O H S S E E F D N A Y R A L A S $ 52,083 34,375 R E H T O - - T S O P - S T I F E N E B T N E M Y O L P M E N O I T A U N N A R E P U S $ 9,500 6,270 238,637 21,900(i) 28,500 Gabriel Chiappini 31,226 22,000(iii) - T N E M Y A P ) i i ( ) S E R A H S ( D E S A B E R A H S T N E M Y A P ) S N O I T P O ( D E S A B E R A H S L A T O T $ $ 47,917 31,625 61,363 41,044 74,665 85,309 170,660 69,920 184,165 157,579 521,060 164,190 356,321 43,900 44,270 181,949 400,554 1,026,994 O T D E K N I L % E C N A M R O F R E P - - - - - (i) Annual leave benefits. (ii) From the period 1 July 2020 to 30 April 2021, in response to the COVID-19 pandemic, the Directors of Black Rock Mining agreed to defer a portion of their fees and be issued with shares in lieu of fees. (iii) Out of scope consultancy services provided during the financial year. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT DIRECTORS’ REPORT 14 REMUNERATION REPORT (AUDITED) - CONTINUED Key Terms of Employment Contracts The Directors and executive are employed under contracts, which have no fixed term. The contract binding the Executive Director may be terminated by the individual or the Board by giving six months’ notice in writing to terminate the Employment Agreement under which his services are contracted. The Non-Executive Directors are bound by letter of appointments. The contract of the Non-Executive Director may be terminated at any time by them by notice in writing or by shareholders acting by majority vote. Managing Director and Chief Executive Officer Employment Contract Effective 10 September 2019, Mr John de Vries was promoted to the position of the Managing Director and Chief Executive Officer and was employed under an Executive Services Agreement with the material terms and conditions detailed below. In February 2022 the Board revised Mr de Vries’ total fixed remuneration to A$410,000 per annum (2021: A$330,000) for the financial year ending 30 June 2022. Status Term Notice period Full time Rolling contract 6 months’ notice by either party, notice period extends to 12 months under certain circumstances Total Fixed Remuneration A$410,000 per annum Leave 20 days annual leave, 8 weeks long service leave after 10 years’ service Short Term Incentive (STI) Ability to earn up to 50% of base salary as an STI per annum. During the year the Board agreed to award Mr de Vries a A$100,000 STI for his performance during the financial year 2021 paid in cash. Long Term Incentives (LTI) Ability to earn up to 50% of base salary as an LTI. No options were granted to Mr de Vries during the financial year. LTI to be reviewed annually. Other Benefits Indemnity & Access Deed D&O Insurance Share based payment arrangements Options No options were granted during the year, affecting key management personnel remuneration (2021: 11,000,000) Details of unissued shares or interests under option held by key management personnel at the date of this report, excluding those subject to shareholder approval, are: ISSUING ENTITY NUMBER OF SHARES UNDER OPTION CLASS OF SHARES EXERCISE PRICE OF OPTION EXPIRY DATE OF OPTIONS Black Rock Mining Ltd Black Rock Mining Ltd Black Rock Mining Ltd Black Rock Mining Ltd 1,084,303 11,000,000 7,600,000 3,000,000 Ordinary Ordinary Ordinary Ordinary $0.084 $0.116 $0.150 $0.150 10 August 2023 21 December 2023 28 October 2022 18 November 2022 The holders of these options do not have the right, by virtue of the option, to participate in any share issue or interest issue of the Company. Performance rights No new performance rights were issued during the reporting period. Other information Financial Transactions with key management personnel During the financial year the following amounts were paid to key management personnel for services. These payments have been disclosed in the remuneration table above: DIRECTOR VALUE $ DESCRIPTION Gabriel Chiappini 72,600 Amounts to Laurus Corporate Services, a Company Mr Chiappini is a shareholder and Director of, for the provision of Company Secretarial and Non-executive Director services. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT REMUNERATION REPORT (AUDITED) - CONTINUED Relationship between Company Performance and Remuneration Policy Remunerations levels are not dependent upon any performance criteria as the nature of the Consolidated Entity’s operations is exploration and they are not generating profit. The table below sets out summary information about the Company’s earnings and movements in shareholder wealth for the five years to 30 June 2022: 15 2022 3,336 (6,076,894) (6,076,894) $0.140 $0.145 $0.0074 2021 52,162 2020 2,870 2019 7,939 2018 24,183 (2,850,250) (3,387,285) (2,864,024) (2,053,080) (2,850,250) (3,387,285) (2,864,024) (2,053,080) $0.048 $0.140 $0.0040 $0.084 $0.048 $0.0054 $0.037 $0.084 $0.0054 $0.066 $0.037 $0.0055 Income ($’s) Net loss before tax ($’s) Net loss after tax ($’s) Share Price at start of year Share Price at year end Loss per share Movement in shares The aggregate number of shares of the Company held directly, indirectly or beneficially by Directors and other key management personnel of the Company or their personally related entities are as follows: 2022 Richard Crookes Ian Murray John de Vries Gabriel Chiappini 1 JULY 2021 3,766,150 6,716,062 5,460,078 8,504,807 EXERCISE OF OPTIONS 2,500,000 1,600,000 5,000,000 2,500,000 OTHER CHANGES 30 JUNE 2022 - (2,849,261) - - 6,266,150 5,466,801 10,460,078 11,004,807 Movement in unlisted options The aggregate numbers of unlisted options of the Company held directly, indirectly or beneficially by specified Directors and other key management personnel of the Company or their personally related entities are as follows: 2022 1 2 0 2 Y L U J 1 S N O I T P O I G N H C A T T A E E R F D E T N A R G S N O I T P O S A D E T N A R G N O I T A R E N U M E R Richard Crookes Ian Murray John de Vries Gabriel Chiappini 7,113,079 6,962,151 13,852,121 6,524,555 - - - - - - - - END OF REMUNERATION REPORT D E S P A L S N O I T P O - - - - S N O I T P O D E S I C R E X E R E H T O 2 2 0 2 E N U J 0 3 D N A D E T S E V 2 2 0 2 E N U J 0 3 T A E L B A S I C R E X E D E T S E V N U (2,500,000) - 4,613,079 3,813,079 800,000 (1,600,000) (167,603) 5,194,548 5,194,548 - (5,000,000) (2,500,000) - - 8,852,121 7,652,121 1,200,000 4,024,555 3,491,222 533,333 BLACK ROCK MINING LIMITED2022 ANNUAL REPORT DIRECTORS’ REPORT 16 The Director’s report is signed in accordance with a resolution of Directors made pursuant to s.298(2) of the Corporations Act 2001. On behalf of the Directors. Richard Crookes CHAIRMAN 30 September 2022 BLACK ROCK MINING LIMITED2022 ANNUAL REPORT AUDITOR’S INDEPENDENCE DECLARATION The Board of Directors Black Rock Mining Limited Level 1, 1 Walker Avenue West Perth WA 6005 The Board of Directors Black Rock Mining Limited 30 September 2022 Level 1, 1 Walker Avenue West Perth WA 6005 17 Deloitte Touche Tohmatsu ABN 74 490 121 060 Tower 2 Brookfield Place 123 St Georges Terrace Perth WA 6000 GPO Box A46 Deloitte Touche Tohmatsu Perth WA 6837 Australia ABN 74 490 121 060 Tel: +61 8 9365 7000 Tower 2 Fax: +61 8 9365 7001 Brookfield Place www.deloitte.com.au 123 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au Dear Board Members 30 September 2022 AAuuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn ttoo BBllaacckk RRoocckk MMiinniinngg LLiimmiitteedd In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Black Rock Mining Limited. Dear Board Members As lead audit partner for the audit of the financial report of Black Rock Mining Limited for the year ended 30 June 2022, AAuuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn ttoo BBllaacckk RRoocckk MMiinniinngg LLiimmiitteedd I declare that to the best of my knowledge and belief, there have been no contraventions of: the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of (i) independence to the directors of Black Rock Mining Limited. (ii) any applicable code of professional conduct in relation to the audit. As lead audit partner for the audit of the financial report of Black Rock Mining Limited for the year ended 30 June 2022, I declare that to the best of my knowledge and belief, there have been no contraventions of: Yours faithfully (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. DELOITTE TOUCHE TOHMATSU Yours faithfully DDaavviidd NNeewwmmaann DELOITTE TOUCHE TOHMATSU Partner Chartered Accountants DDaavviidd NNeewwmmaann Partner Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2022 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 18 Interest income Other income Administrative expense Employee benefit expense Share based payment expense Consulting expense Depreciation and amortisation expense Net foreign currency exchange differences Travel Other expenses from ordinary activities Write off exploration expenditure Loss before tax Income tax benefit LOSS FOR THE YEAR NOTE 6 11 7 FOR THE YEAR ENDED 30/06/2022 $ 3,336 - (459,728) (1,488,916) (541,975) FOR THE YEAR ENDED 30/06/2021 $ 1,056 51,106 (124,406) (419,079) (952,436) (2,570,961) (1,349,126) (48,181) 423,581 (408,382) (298,425) (687,243) (14,172) 232,205 (21,976) (253,422) - (6,076,894) (2,850,250) - - (6,076,894) (2,850,250) Other comprehensive income, net of income tax Items that may be reclassified subsequently to profit or loss: Foreign currency translation differences for foreign operations 1,423,068 (1,332,410) Items not reclassified through profit or loss - - TOTAL COMPREHENSIVE LOSS FOR THE YEAR ATTRIBUTABLE TO MEMBERS OF BLACK ROCK MINING (4,653,826) (4,182,660) Loss for the year attributable to owners of the Company (6,076,894) (2,850,250) Total comprehensive loss attributable to the owners of the Company (4,653,826) (4,182,660) Loss per share Basic and diluted loss per share 25 (0.0074) (0.0040) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT AS AT 30 JUNE 2022 CONSOLIDATED STATEMENT OF FINANCIAL POSITION Assets Current assets Cash and bank balances Trade and other receivables Other assets NOTES AS AT 30/06/2022 $ AS AT 30/06/2021 $ 19 8 9 10 26,093,637 11,298,422 761,288 234,348 145,003 - Total current assets 27,089,273 11,443,425 Non-current assets Exploration & evaluation asset Property, plant and equipment 11 12,13 29,748,305 22,164,704 595,788 23,512 Total non-current assets 30,344,093 22,188,216 Total assets Liabilities Current liabilities Trade and other payables Lease liabilities Provisions Total current liabilities Non-current liabilities Lease liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Foreign currency translation reserve Share based payment reserve Accumulated losses Total equity 57,433,366 33,631,641 1,688,230 52,085 68,106 386,879 - 81,714 1,808,421 468,593 484,619 121,824 606,443 - - - 2,414,864 468,593 55,018,502 33,163,048 100,907,652 74,940,347 1,347,223 1,318,908 (75,845) 1,077,067 (48,555,281) (42,778,521) 55,018,502 33,163,048 15 13 16 13 16 17 18 18 19 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2022 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 20 NOTE Loss for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Issue of ordinary shares – Capital raisings Shares issued to Directors and management in lieu of salaries and fees – December 2020 Shares issued to Directors and management in lieu of salaries and fees – June 2021 Issue of ordinary shares – Services rendered Cost of share capital issued Cost of share based payments Expired options transferred to accumulated losses Balance at 30 June 2021 Loss for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Issue of ordinary shares – Capital raisings Exercise of options Cost of share capital issued Cost of share based payments Expired options transferred to accumulated losses Balance at 30 June 2022 17, 18, 19 17, 18, 19 ISSUED CAPITAL ACCUMULATED LOSSES SHARE BASED PAYMENT RESERVE FOREIGN CURRENCY RESERVE $ - - - $ (2,850,250) - (2,850,250) $ - - - - - - - - 676,238 - - - - - - 541,975 TOTAL EQUITY $ (2,850,250) $ - (1,332,410) (1,332,410) (1,332,410) (4,182,660) - - - - - - - 14,050,467 172,065 104,134 - (376,108) 676,238 - - (6,076,894) 1,423,068 1,423,068 1,423,068 (4,653,826) - - - - - 25,000,000 2,339,569 (1,372,264) 541,975 - - - - - - - - - - - 732,043 (732,043) - - - (6,076,894) - (6,076,894) 300,134 (300,134) 14,050,467 172,065 104,134 - (376,108) - - 25,000,000 2,339,569 (1,372,264) - - 74,940,347 (42,778,521) 1,077,067 (75,845) 33,163,048 100,907,652 (48,555,281) 1,318,908 1,347,223 55,018,502 The above consolidated statement of changes in equity should be read in conjunction with accompanying notes. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2022 CONSOLIDATED STATEMENT OF CASH FLOWS Cash flow from operating activities Payments to suppliers and employees Interest received Government grant income FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 21 NOTE (4,137,798) (2,089,474) 3,336 - 1,056 51,106 Net cash flows used in operating activities 8 (4,134,462) (2,037,312) Cash flow from investing activities Capitalised exploration expenditure Payments for security deposits Payments for property, plant and equipment 11 (7,391,496) (817,679) (5,892) (63,821) (3,600) (5,742) Net cash flows used in investing activities (7,461,209) (827,021) Cash flows from financing activities Proceeds from issue of shares and options Payment of share issue costs 27,339,569 14,050,467 (1,372,264) (376,108) Net cash flows provided by financing activities 25,967,305 13,674,359 Net increase/(decrease) in cash held Cash and cash equivalents at the beginning of the financial year Effect of exchange movement on cash balances 14,371,634 11,298,422 423,581 10,810,026 722,097 (233,701) Cash and cash equivalents at the end of the year 8 26,093,637 11,298,422 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 1 GENERAL INFORMATION 22 Statement of compliance These financial statements are general purpose financial statements, which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (‘IFRS’). The financial statements were authorised for issue by the Directors on 30 September 2022. Going Concern The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Group has incurred net losses of $6,076,894 (30 June 2021: $2,850,250) and experienced net cash outflows from operating activities of $4,134,462 (30 June 2021: $2,037,312) and net cash outflows from investing activities of $7,461,209 (30 June 2021: $827,021) for the year ended 30 June 2022. As at 30 June 2022 the Group had cash and cash equivalents of $26,093,637 following the completion of a capital raise in May 2022. During the financial year the Group deployed its working capital into its graphite prospects in Mahenge, Tanzania by undertaking a number of work streams including but not limited to: • Continued activities associated with FEED, completion of its Spherical Purified Graphite Production Trial, and commencement of detailed design work; • Commencement of work to upgrade the Environmental and Social Impact Assessment; and • Finalisation of the Framework Agreement and Free Carry Interest (“FCI”) Agreement with the Tanzanian Government. Additionally, the Group commenced implementing the Resettlement Action Plan process in July 2022 with the payment of agreed compensation to the affected people. Management have prepared a cash flow forecast for the period ending 30 September 2023 reflecting the Group’s key objectives. This cash flow forecast indicates that the Group is not required to raise additional capital to meet the Group’s stated strategic objectives and for general working capital. The forecast assumes expenditure on programmes required to advance the Mahenge Graphite Project towards a final investment decision, including the commencement of stages one and two of Resettlement Action Plan, which commenced post year end, refer to note 28 for further information. However, the cash flow forecast does not assume that development activities at the Mahenge Graphite Project commence in the period ending 30 September 2023. Should a Final Investment Decision be made with respect to the Mahenge Graphite Project, the cash flow forecast will be updated to identify any additional funding required for development, be this in the form of debt or equity, or a combination of both. The Directors believe that the going concern basis of preparation is therefore appropriate. BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 APPLICATION OF NEW AND REVISED ACCOUNTING STANDARDS 2.1 Amendments to Accounting Standards that are mandatorily effective for the current reporting period In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period. 23 2.2 Impact of changes to Australian Accounting Standards and Interpretations (i) Other new accounting standards The following new or amended standards are not expected to have a significant impact on the Group’s consolidated financial statements: • AASB 2018-6 Amendments to Australian Accounting Standards: Definition of a Business; • AASB 2018-7 Amendments to Australian Accounting Standards – Definition of Material; • AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework; • AASB 2019-3 Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform; • AASB 2019-5 Amendments to Australian Accounting Standards – Disclosure of the Effect of New IFRS Standards Not Yet Issued in Australia; and • AASB 2020-4 Amendments to Australian Accounting Standards – COVID-19-Related Rent Concessions. (ii) Application of new and revised accounting standards At the date of the authorisation of the financial statements, the Group has not applied the following new and revised Australian Accounting Standards, Interpretations and amendments that have been issued but are not yet effective: • AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between and Investor and its Associate or Joint Venture; • AASB 2015-10 Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and AASB 2017-5 Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections; • AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-Current and AASB 2020-6 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-Current – Deferral of Effective Date; • AASB 2020-3 Amendments to Australian Accounting Standards – Annual Improvements 2018-2020 and Other Amendments; • AASB 2020-8 Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform – Phase 2; • AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates; and • AASB 2021-3 Amendments to Australian Accounting Standards – COVID-19-Related Rent Concessions beyond 30 June 2021. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 24 3.1 Basis of preparation The consolidated financial statements have been prepared on the basis of historical cost, except for certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. All amounts are presented in Australian dollars, unless otherwise noted. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of AASB 2, leasing transactions that are within the scope of AASB 117, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in AASB 102 ‘Inventories’ or value in use in AASB 136 ‘Impairment of Assets’. In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; • Level 2 inputs are inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs for the asset or liability. The principal accounting policies are set out below. 3.2 Comparative financial information Employee Benefit Expense in the consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2022 have been reclassified to provide users a better understanding of the nature of the expenditure incurred in prior periods and to ensure consistency of classification with the current period. The following amounts have been reclassified in the consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2021, from Employee Benefit Expenses, to the following expense categories: - Consulting expense: $375,474 3.3 Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company: • has power over the investee; • is exposed, or has rights, to variable returns from its involvement with the investee; and • has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED 3.4 Revenue Recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: 3.4.1 Interest income Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. 25 3.5 Foreign currencies The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in Australian dollars (‘$’), which is the functional currency of the Company and the presentation currency for the consolidated financial statements. In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non- monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for: • exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; • exchange differences on transactions entered into in order to hedge certain foreign currency risks; and • exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items. For the purpose of presenting these consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate). On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss. In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss. Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED 26 3.6 Employee benefits A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave in the period the related service is rendered. Liabilities recognised in respect of short-term employee benefits, are measured at their nominal values using the remuneration rate expected to apply at the time of the settlement. Liabilities recognised in respect of long term benefits are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date. 3.7 Share-based payment transactions The Company provides benefits to employees and others (i.e. consultants) of the Company in the form of share- based payment transactions, whereby employees and others render services in exchange for shares or rights over shares (“Equity–settled transactions”). There is currently one plan in place to provide these benefits being an Employee Share Option Plan (“ESOP”), which provides benefits to Directors, senior executives and staff. The cost of these equity-settled transactions is measured by reference to fair value at the date at which they are granted. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Black Rock Mining (“market conditions”). The cost of equity settled securities is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”). 3.8 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. 3.8.1 Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. 3.8.2 Deferred Tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 27 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED 3.8 Taxation - CONTINUED 3.8.3 Current and deferred tax for the year Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Black Rock Mining implemented the tax consolidation legislation. The head entity, Black Rock Mining, and any controlled entities in the tax-consolidation group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax-consolidation group continues to be a stand-alone entity in its own right. In addition to its own current and deferred tax amounts, Black Rock Mining also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax-consolidation group. 3.9 Property, Plant and Equipment Each class of plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. Plant and equipment Plant and equipment is stated at cost less accumulated depreciation and any impairment in value. The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any such indication exists where the carrying values exceed the estimated recoverable amount, the assets or cash generating units are written down to their recoverable amount. Depreciation Depreciable non-current assets are depreciated over their expected economic life using the straight-line method. Profits and losses on disposal of non-current assets are taken into account in determining the operating loss for the year. The depreciation rate used for each class of assets sits between the following range: Plant and equipment: 6%-33% 3.10 Leased assets The Company entered into a commercial lease for its Australian based business premises, Level 1, 1 Walker Ave West Perth on 10 December 2021. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. To apply this definition the Company assesses whether the contract meets three key evaluations which are whether: a) the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group; b) the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; c) the Company has the right to direct the use of the identified asset throughout the period of use. The Company assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. Measurement and recognition of leases as a lessee At lease commencement date, the Company recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Company’s incremental borrowing rate. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED 28 3.10 Leased assets - CONTINUED Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero. On the statement of financial position, right-of-use assets have been included in property, plant and equipment and lease liabilities. 3.11 Exploration Expenditure Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves, otherwise costs are expensed. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. During the period A$687,243 was written off in relation to prospecting licences 10426/2014 and 10111/2012. Both these tenements were surrendered in February 2022 following investigation into the tenement holding economically viable graphite deposits. No exploration and evaluation impairments arose in the year ended 30 June 2021. Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and transferred to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on a discounted basis. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site. 3.12 Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED 3.12 Impairment of tangible and intangible assets other than goodwill - CONTINUED When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 29 3.13 Financial Instruments Trade and Other Receivables Trade and other receivables are recognized initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for impairment. If collection of amounts is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. As the majority of trade and other receivables are short term in nature, their carrying value is assumed to be the same as their fair value. Financial assets at fair value through other comprehensive income (FVOCI) comprise equity securities which are not held for trading and which the Group has irrevocably elected at initial recognition is this category. At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. If there is objective evidence of impairment, the cumulative loss is measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously not recognized in the profit or loss which is removed from equity and recognised in profit and loss. Cash and Cash Equivalent Cash and cash equivalents includes cash on hand and deposits held at call which are subject to insignificant risk of changes in value. Trade and Other Payables Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. 3.14 Goods and Services Tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”), except: i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. ii. for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. 3.15 Government grants Grants from the government are recognised at their fair value where there is a reasonable likelihood that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets. Deferral and presentation of government grants Government grants are deducted in calculating the carrying amount of the related grant asset. The grant is recognised in profit or loss over the life of a depreciable asset by way of a reduced depreciation expense. During the year, the Company did not receive any Government grants (2021: $51,106) in relation to cashflow boost grants. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 30 4 CRITICAL ACCOUNTING JUDGEMENTS IN APPLYING ACCOUNTING POLICIES In the application of the Group’s accounting policies, which are described in note 3, the Directors of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 4.1 Critical judgements in applying accounting policies The following are the critical judgements, apart from those involving estimations, that the Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements. 4.1.1 Framework Agreement The Group entered into a Framework Agreement and Shareholders Agreement with the Tanzanian Government on 13 December 2021.Under these agreements, the Faru Graphite Corporation Limited was established with Mahenge Resources Limited (UK) holding 84% and the Tanzanian Government 16%. The Special Mining Licence (“SML”) over the project tenements was granted on 5 September, 2022. There was minimal activity within the Faru entity for the year ended 30 June, 2022 as the Group waited for the SML to be granted. Until the SML was granted all rights of tenure remained current under existing prospecting and mining licences. 4.2 Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 4.2.1 Impairment The consolidated entities assess impairment at each reporting date by evaluating conditions specific to the consolidated entities that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. The Group’s policy on the capitalisation of exploration and evaluation expenditure is detailed in note 3.11 and Impairment at note 3.12. 4.2.2 Share based payments The Consolidated Entities measure 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 using an appropriate model. One of the inputs into the option valuation model is volatility of the underlying share price. BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5 SEGMENT REPORTING Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on the geographical location of resources being explored for and evaluated. The Group’s principal activity and focus is that of Graphite in Tanzania. 31 5.1 Segment revenues and results 2022 Interest Other income Total income Loss before tax Fixed asset additions Write off of exploration expenditure Loss on disposal of equipment Depreciation 2022 Total segment assets Total segment liabilities 2021 Interest Other income Total income Loss before tax Fixed asset additions Depreciation 2021 Total segment assets Total segment liabilities 6 EXPENSES Employment benefit expense Director fees Wages and salaries Annual leave, superannuation, long service leave and on costs GRAPHITE CORPORATE CONSOLIDATED - - - 3,336 - 3,336 3,336 - 3,336 (1,708,162) (4,368,732) (6,076,894) - 625,296 (687,243) (3,063) (3,500) - (1,776) (44,681) 625,296 (687,243) (4,839) (48,181) GRAPHITE CORPORATE CONSOLIDATED 30,093,032 27,340,334 57,433,366 (387,912) (2,026,952) (2,414,864) GRAPHITE CORPORATE CONSOLIDATED - - - 1,056 51,106 52,162 1,056 51,106 52,162 (571,827) (2,278,423) (2,850,250) - (6,341) 5,742 (7,832) 5,742 (14,172) GRAPHITE CORPORATE CONSOLIDATED 22,187,809 11,443,832 33,631,641 (66,289) (402,304) (468,593) FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 796,949 452,498 239,469 1,488,916 271,949 56,161 90,969 419,079 BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 7 INCOME TAXES 32 (a) Income tax (benefit)/expense Current tax Deferred tax (b) Numerical reconciliation of income tax expense to prima facie tax payable Loss for the year Loss from operations FOR THE YEAR ENDED 30/06/2022 FOR THE YEAR ENDED 30/06/2021 $ - - - $ - - - (6,076,894) (6,076,894) (2,850,250) (2,850,250) Prima facia tax benefit at 25% (2021: 26%) (1,519,223) (741,065) Share based payments Non-deductible expenditure Non-assessable cash flow boost Exploration expenditure written off Movement in unrecognised temporary differences Unused tax losses for which no deferred tax asset has been recognised Income tax benefit (c) Recognised deferred tax assets and liabilities Recognised deferred tax assets comprise: Other temporary differences 40-880 tax balance Tax losses available for offset against future taxable income Recognised deferred tax liabilities comprise: Exploration and evaluation Unrealised foreign exchange movements Net ROU asset/liability 135,494 325,934 - 108,634 (95,072) 1,044,233 - 44,427 531,991 4,479,637 5,056,055 4,916,101 118,818 21,136 247,633 149,364 (13,288) - (94,775) 452,131 - 131,722 - 1,991,101 2,122,823 2,058,566 64,257 - 5,056,055 2,122,823 Unrecognised deferred tax assets Unused tax losses for which no deferred tax asset has been recognised are $11,983,587 (2021: 20,431,162). Potential tax benefit is $2,995,897 (2021: $5,312,102). (d) Franking credits The Company has no franking credits available as at 30 June 2022 (2021: Nil). (e) Tax Consolidation The Company and any wholly owned Australian resident entities have formed a tax-consolidated group with effect from 1 July 2004 and are therefore taxed as a single entity from that date. The head company of the consolidated group is Black Rock Mining. BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8 CASH AND CASH EQUIVALENTS For the purposes of the consolidated statement of cash flows, cash and cash equivalents include cash on hand and in banks, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as follows: 33 Cash and bank balances FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 26,093,637 26,093,637 11,298,422 11,298,422 Reconciliation of loss for the year to net cash flows from operating activities Loss after income tax Depreciation and amortisation of non-current assets Share based payments to key management personnel Net foreign exchange gain Exploration write off Movements in working capital: (Increase)/decrease in trade and other receivables (Decrease)/increase in trade and other payables Increase in employee entitlements provision FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ (6,076,894) (2,850,250) 48,181 541,975 (423,581) 687,243 14,172 952,436 (232,205) - (5,223,076) (2,115,847) (844,740) 1,848,782 84,572 1,088,614 (51,635) (108,268) (21,902) (78,535) Net cash used in operating activities (4,134,462) (2,037,312) Non Cash transactions Operating Activity Options vested during the year in relation to services rendered by employees and consultants Payment for services rendered by employees and consultants through the issue of shares 9 TRADE AND OTHER RECEIVABLES Prepayments GST and VAT Restricted cash (bank guarantees, security deposits) Balance at end of the year FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 300,135 676,237 - 300,135 276,199 952,436 FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 221,451 398,279 141,558 761,288 34,495 55,308 55,200 145,003 BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 10 OTHER ASSETS 34 Tenement licence fee Balance at end of year FOR THE YEAR ENDED 30/06/2022 $ 234,348 234,348 FOR THE YEAR ENDED 30/06/2021 $ - - During the year the Company, through its subsidiary Mahenge Resources Limited (incorporated in Tanzania), entered into an option agreement for the purchase of copper tenements in Tanzania. Subsequent to year end, due diligence has been completed and the tenements are in the process of being transferred to Mahenge Resources Limited. 11 EXPLORATION AND EVALUATION ASSET In the exploration phase Balance at beginning of year Expenditure incurred during the year (at cost) Expenditure written off during the year Foreign exchange effect Balance at end of year Reconciliation of Expenditure incurred during the year (at cost): Cash paid for exploration and evaluation Accruals in prior year Accruals in current year Total expenditure incurred during the year (at cost) FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 22,164,704 22,770,344 7,460,495 (687,243) 810,349 753,095 - (1,358,735) 29,748,305 22,164,704 FOR THE YEAR ENDED 30/06/2022 $ 7,391,496 (42,741) 111,740 7,460,495 FOR THE YEAR ENDED 30/06/2021 $ 817,679 (107,325) 42,741 753,095 The ultimate recoupment of capitalised exploration expenditure is dependent upon the successful development and/or commercial exploitation or, alternatively through the sale of the respective underlying licenses. The balance of $29,748,305 (2021: $22,164,704) at reporting date represents the carrying value of its Graphite assets in Tanzania. BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12 PROPERTY, PLANT & EQUIPMENT Cost at 30 June 2021 Accumulated depreciation at 30 June 2021 Carrying amount at 30 June 2021 Additions Disposals Depreciation and amortisation Balance at 30 June 2022 PLANT & EQUIPMENT $ OFFICE EQUIPMENT $ 31,351 (22,226) 9,125 - (2,449) (3,500) 3,176 44,502 (30,115) 14,387 63,821 (2,390) (13,489) 62,329 RIGHT OF USE $ - - - 561,475 - (31,192) 530,283 TOTAL $ 75,853 (52,341) 23,512 625,296 (4,839) (48,181) 595,788 35 13 LEASES In December 2021 the Company entered into a lease for the current business premises of Level 1, 1 Walker Avenue, West Perth with access granted from 10th of January 2022. This lease is reflected on the balance sheet as a right of use asset and a lease liability and is classified in a consistent manner to property, plant and equipment detailed at note 12. RIGHT-OF-USE-ASSET REMAINING TERM ADDITIONS DEPRECIATION CARRYING VALUE Premises: Level 1, 1 Walker Ave, West Perth 30 months 561,475 31,192 530,283 Lease liabilities Current Non Current Total 14 SUBSIDIARIES 30 JUNE 2022 30 JUNE 2021 $ 52,085 484,619 536,704 $ - - - Details of the Group’s material subsidiaries at the end of the reporting period are as follows: NAME OF SUBSIDIARY PLACE OF INCORPORATION AND OPERATION PROPORTION OF OWNERSHIP INTEREST AND VOTING POWER HELD BY THE GROUP Mahenge Resources Limited Mahenge Resources Limited Faru Grahite Corporation Limited Tanzania United Kingdom Tanzania FOR THE YEAR ENDED 30/06/2022 FOR THE YEAR ENDED 30/06/2021 100% 100% 84% 100% - - BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 15 TRADE AND OTHER PAYABLES 36 Current Trade creditors Accruals Other liabilities Total current trade creditors and other payables FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 1,182,351 399,182 106,697 1,688,230 143,193 180,714 62,972 386,879 Included in trade creditors and accruals is an amount of $111,740 (2021: $42,741) relating to exploration expenditure. 16 PROVISIONS Current Annual leave Total current provision Non Current Annual leave Long service leave Total non current provision FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 68,106 68,106 81,714 81,714 98,180 23,644 121,824 - - - Non current annual and long service leave provisions are in relation to the Managing Director’s leave provisions. BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17 ISSUED CAPITAL 977,255,646 ordinary shares issued and fully paid (30 June 2021: 849,264,173) 37 FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 100,907,652 100,907,652 74,940,347 74,940,347 Fully paid ordinary shares Balance at 30 June 2020 Shares issued under 11 August 2020 Rights Issue ($0.042 per share) – Cash Shares issued under Placement 12 October 2020 ($0.049 per share) – Cash Shares issued under Placement 28 May 2021 ($0.077 per share) – Cash Shares issued to Directors and Consultants 30 December 2020 (0.042 per share) – Non-cash Shares issued to Directors and Consultants 23 June 2021 (0.0968 per share) –Non-cash Shares issued upon exercise of options – (various price per share) – Cash Less: capital raising costs Balance at 30 June 2021 NUMBER OF SHARES SHARE CAPITAL $ 628,943,708 60,989,789 39,308,982 40,816,327 126,020,001 1,650,977 2,000,000 9,731,551 4,096,779 172,065 1,292,353 8,786,023 - 104,134 667,939 (376,108) 849,264,173 74,940,347 Shares issued under Placement 6 May 2022 ($0.24 per share) – Cash 104,166,668 25,000,000 Shares issued upon exercise of options – ($0.10 per share) – Cash 17,000,000 1,700,000 Shares issued upon exercise of options – ($0.15 per share) – Cash Shares issued upon exercise of options – ($0.084 per share) – Cash 1,600,000 5,224,805 240,000 399,569 - (1,372,264) 977,255,646 100,907,652 Less: capital raising costs Balance at 30 June 2022 Options UNLISTED OPTIONS OPENING BALANCE NO. EXERCISED IN YEAR NO. GRANTED IN YEAR NO. EXPIRED IN YEAR NO. CLOSING BALANCE NO. Expiring 7 Nov 2021 at $0.10 13,000,000 (13,000,000) Expiring 18 Dec 2021 at $0.10 Expiring 14 Mar 2021 at $0.20 Expiring 31 Oct 2021 at $0.10 3,000,000 (3,000,000) 5,000,000 - 1,000,000 (1,000,000) Expiring 28 October 2022 at $0.15 9,200,000 (1,600,000) Expiring 18 November 2022 at $0.15 3,000,000 - Expiring 10 August 2023 at $0.084 35,522,958 (5,224,805) Expiring 4 November 2023 at $0.0785 Expiring 21 December 2023 at $0.116 Expiring 24 January 2024 at $0.116 Expiring 1 July 2024 at $0.224 Expiring 1 June 2024 at $0.20 Expiring 25 October 2024 at $0.29 5,000,000 11,000,000 1,000,000 - 1,500,000 - - - - - - - - - - - - - - - - - 1,500,000 - 3,000,000 - - (5,000,000)  - - - - - - - - - - - - - - 7,600,000 3,000,000 30,298,153 5,000,000 11,000,000 1,000,000 1,500,000 1,500,000 3,000,000 88,222,958 (23,824,805) 4,500,000 (5,000,000) 63,898,153 The weighted average exercise price of options at 30 June 2022 is $0.12 (2021: $0.11). The weighted average remaining contractual life of options as at 30 June 2022 is 427 days (2021: 580 days). BLACK ROCK MINING LIMITED2022 ANNUAL REPORT     18 RESERVES (NET OF INCOME TAX) 38 Reserves Share based payments reserve (i) Foreign translation reserve (ii) (i) Share Based Payments Reserve FOR THE YEAR ENDED 30/06/2022 $ 1,318,908 1,347,223 2,666,131 FOR THE YEAR ENDED 30/06/2021 $ 1,077,067 (75,845) 1,001,222 The share based payments reserve comprises any equity settled share based payment transactions and other options transactions. The reserve will be reversed against share capital when the underlying rights are exercised. Balance at the beginning of the year Add: Amounts expensed in the current year Less: Options expired in the current year FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 1,077,067 1,132,872 541,975 (300,134) 676,238 (732,043) 1,318,908 1,077,067 (ii) Foreign Translation Reserve The foreign translation reserve arises on the consolidation of the Group's overseas subsidiary, Mahenge Resources Limited (incorporated in Tanzania). Refer to consolidated statement of changes in equity for reconciliation of movement. 19 ACCUMULATED LOSSES Balance at beginning of the year Net loss attributable to members Transfer from share option reserve Balance at end of year FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 42,778,521 6,076,894 40,660,314 2,850,250 (300,134) (732,043) 48,555,281 42,778,521 BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20 SHARE BASED PAYMENTS (a) Employee Share Incentive Scheme 39 The establishment of the Black Rock Mining Employee Share Incentive Option Plan (“the Plan”) was initially approved by special resolution at a General Meeting of shareholders of the Company held on 21 November 2006 and approval renewed by shareholders on 18 November 2009 and 28 November 2013. All eligible Directors, executive officers and employees of Black Rock Mining are eligible to participate in the Plan. The Plan allows the Company to issue options to eligible persons. The options can be granted free of charge and are exercisable at a fixed price calculated in accordance with the Plan. The fair value of the equity-settled share options granted is estimated as at the date of grant using a Black Scholes model taking into account the terms and conditions upon which the options were granted. During the year, the shared based payment expense recognised in the consolidated statement of profit and loss totaled $541,975 (2021: $952,436). Share based payment arrangements relating to Directors and employees: E T A D T N A R G T A E U L A V R A F I $0.0132 $0.0094 $0.0408 $0.0271 $0.0268 $0.0245 $0.0388 $0.1018 $0.0646 $0.0643 $0.0968 GRANT DATE EXPIRY DATE I E C R P E S I C R E X E F O R E B M U N T A S N O I T P O R A E Y E H T F O S N O I T P O D E T N A R G R A E Y S I H T S N O I T P O D E S I C R E X E R A E Y S I H T , D E S P A L D E R P X E I S N O I T P O R A E Y S I H T R A E Y E H T F O R E B M U N T A S N O I T P O F O D N E E H T S N O I T P O E L B A S I C R E X E D N E E H T T A R A E Y E H T F O I I G N N N G E B E H T - - - - - - - - - - - - - - - - 1,500,000 1,500,000 1,500,000 1,500,000 7,600,000 5,066,667 5,000,000 5,000,000 11,000,000 11,000,000 1,000,000 1,000,000 1,500,000 1,500,000 1,500,000 1,000,000 3,000,000 1,000,000 33,600,000 28,566,667 7/11/2018 7/11/2021 8/11/2018 31/10/2021 2/05/2019 2/05/2022 2/05/2019 2/05/2022 28/10/2019 28/10/2022 $0.10 $0.10 $0.15 $0.15 $0.15 10,000,000 1,000,000 1,500,000 1,500,000 9,200,000 4/11/2020 4/11/2023 $0.0785 5,000,000 23/11/2020 21/12/2023 25/01/2021 24/01/2024 1/06/2021 1/06/2024 1/07/2021 1/07/2024 25/10/2021 25/10/2024 $0.116 $0.116 $0.20 $0.224 $0.29 11,000,000 1,000,000 1,500,000 - - - - - - - - - 10,000,000 1,000,000 - - 1,600,000 - - - - - - - 1,500,000 3,000,000 41,700,000 4,500,000 12,600,000 Share based payment arrangements relating to Directors and Employees: EMPLOYEES Grant date Number of options Method Grant date share price (cents) Exercise price (cents) Expected volatility Option life (years) Dividend yield Risk-free interest rate EMPLOYEES Grant date Number of options Method Grant date share price (cents) Exercise price (cents) Expected volatility Option life (years) Dividend yield Risk-free interest rate 1-Jul-21 1,500,000 Black Scholes 5.6 22.4 81% 3 years Nil 0.3% 25-Oct-21 3,000,000 Black Scholes 20.4 29 87% 3 years Nil 0.1% BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 40 20 SHARE BASED PAYMENTS - CONTINUED The following reconciles the outstanding share options granted under the Plan at the beginning and end of the financial year. 2022 NUMBER OF OPTIONS WEIGHTED AVERAGE EXERCISE PRICE (CENTS) 2021 NUMBER OF OPTIONS WEIGHTED AVERAGE EXERCISE PRICE Balance at the beginning of the financial year 41,700,000 0.120 43,200,000 Granted during the financial year: - Directors - Employees & consultants Expired during the year - Directors - Employees & consultants Exercised - Directors - Employees Balance at the end of the financial year Vested and Exercisable at the end of the year - - 11,000,000 4,500,000 0.268 7,500,000 - - - - (15,000,000) (5,000,000) (11,600,000) (1,000,000) 33,600,000 28,566,667 0.105 0.100 0.145 0.133 (15,000,000) (15,000,000) 41,700,000 33,200,000 (CENTS) 0.114 0.116 0.108 0.100 0.100 0.100 0.100 0.120 0.124 Expected volatility is based on the movement of the underlying share price around its average price over the expected term of the option. Balance at end of the financial year The share options outstanding and exercisable at the end of the financial year under the Plan had a weighted average exercise price of $0.145 (2021: $0.120) and a weighted average remaining contractual life of 446 days (2021: 564 days). 21 KEY MANAGEMENT PERSONNEL COMPENSATION The key management personnel of Black Rock Mining during the year were: Richard Crookes Non-Executive Chairman Appointed – 16 October 2017 Appointed – 2 May 2019 Ian Murray John de Vries Non-Executive Director Chief Executive Officer & Managing Director Appointed – 16 March 2017 Gabriel Chiappini Non-Executive Director Company Secretary Appointed – 21 March 2012 Details of the remuneration of key management personnel are set out as follows: Short-term employee benefit Post-employment benefits Share-based payments Bonus Other FOR THE YEAR ENDED 30 JUNE 2022 $ FOR THE YEAR ENDED 30 JUNE 2021 $ 625,032 40,177 175,768 100,000 69,701 1,010,678 356,321 44,270 582,503 - 43,900 1,026,994 BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 22 REMUNERATION OF AUDITORS Auditor of the parent entity 41 During the year the following fees were paid or were payable for services provided by the Auditor of the Company, its network firms and non-related audit firms: Audit or review of the financial statements (Parent Auditor) Audit or review of the financial statements (Other group entities Auditor) The Auditor of Black Rock Mining is Deloitte Touche Tohmatsu. 23 RELATED PARTY TRANSACTIONS FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 74,553 13,139 87,692 46,050 8,963 54,993 Remuneration details for Directors and Executives are included in the Remuneration Report and have been audited. Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. During the reporting period the following costs were incurred to key management personnel for services in addition to those shown elsewhere in this note: DIRECTOR VALUE $ DESCRIPTION Gabriel Chiappini 72,600 Amounts to Laurus Corporate Services, a Company Mr Chiappini is a shareholder and Director of, for the provision of Company Secretarial and Non-executive Director services. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 24 EXPENDITURE COMMITMENTS 42 a. Exploration The Company’s subsidiary, 84% owned Faru Graphite Corporation Limited, has license conditions with the Tanzanian Energy and Minerals Department, the subsidiary is obliged to pay the below amounts per square kilometer to keep its tenements in good standing. The license costs per annum are as follows: PROJECT NAME LICENSE TYPE LICENSE NUMBER AREA KM² RATE PER KM² TOTAL Special Mining Licence SML 676/2022 34.96 USD 5,000 USD 174,800 Mahenge North Mahenge North Prospecting License PL 21382/2022* Mahenge Southwest Prospecting License PL 10427/2014~ * Application pending ~ Renewal pending 108.00 55.29 198.25 USD 100 USD 200 USD 10,800 USD 11,058 USD 196,658 During the period the Company surrendered it’s prospecting licences 10426/2014 and 10111/2014 following a detailed review of each tenements holding economically viable graphite deposits. As part of the original conditions to acquire the exploration licences there were minimum exploration expenditure commitments. These have all been met by 30 June 2022. As part of the contract to acquire the graphite exploration licences, under certain milestone conditions the Company will be obliged to make additional payments. These payments are subject to the following conditions: Exploration licence PL10427/2014 • $250,000 cash or equivalent number of fully paid Black Rock Mining shares (at the election of the vendor) upon announcement of a JORC compliant resource of greater than 250,000 tonnes of contained graphite at >9% TGC is announced. Issue price of shares to be calculated based on the preceding seven (7) day VWAP; and • $375,000 cash and the equivalent value ($375,000) in Black Rock Mining Shares to be paid when a JORC compliant Resource with greater than 1,000,000 tonnes of contained graphite at >9% total graphite content at any of the Projects is announced by Black Rock Mining on the ASX. The issue price of BKT Shares is to be calculated based on the VWAP of Black Rock Mining Shares in the 5 days prior to the release of the announcement. The required targets have not been met and hence no liability has been recognised. Exploration Program There are no commitments to exploration as at the date of this report. b. Capital Commitments As at 30 June 2022, the Group has capital commitments of $11,543,397 for the Resettlement Action Plan (2021: Nil). Subsequent to year-end the Group commenced the Resettlement Action Plan compensation process, which at the date of this report has resulted in the following capital commitments related to this process. Refer to note 28 for further information. Within one year One to five years After 5 years c. Lease Commitments Refer to note 13. d. Contractual Commitments FOR THE YEAR ENDED 30 JUNE 2022 $ 9,218,563 2,324,834 - 11,543,397 FOR THE YEAR ENDED 30 JUNE 2021 $ - - - - As at 30 June 2022, the Group had contractual expenditure commitments of $1,277,429. (June 2021: Nil) BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS        25 LOSS PER SHARE The following reflects the profit/ (loss) and share details used in the calculation of basic and diluted profit/ (loss) per share: 43 FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ Profit/(Loss) used in calculating basic and diluted loss per share (6,076,894) (2,850,250) Weighted average number of ordinary shares used in calculating basic and diluted profit/(loss) per share: 822,569,805 707,527,614 Basic and diluted profit/(loss) per share ($0.0074) ($0.0040) The consolidated entity’s options potentially dilute basic earnings per share in the future. However, they have been excluded from the calculations of diluted earnings per share because they are anti-dilutive for the years presented. 26 FINANCIAL INSTRUMENTS The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimisation of the debt and equity balances. The Group’s overall strategy remains unchanged from 2021. The Group holds the following financial instruments, all of which the fair value is equal to the carrying value: Financial assets Cash and cash equivalents Trade and other receivables Total financial assets Financial liabilities Trade and other payables Lease liabilities Provisions Total financial liabilities Net financial instruments FOR THE YEAR ENDED 30/06/2022 FOR THE YEAR ENDED 30/06/2021 26,093,637 11,298,422 761,288 145,003 26,854,925 11,443,425 (1,688,230) (386,879) (52,085) (68,106) (1,808,421) - (81,714) (468,593) 24,976,765 10,974,832 The capital structure of the Group consists of net debt (current liabilities offset by cash and bank balances as detailed in notes 8 and 15) and equity of the Group (comprising issued capital, reserves and accumulated losses as detailed in notes 17, 18 and 19). BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 26 FINANCIAL INSTRUMENTS - CONTINUED 44 a. Capital Management The main focus of the Group’s capital management policy is to ensure adequate working capital to fund the development activities of its Mahenge Graphite Project. This is done through the close monitoring of cash flow projections. The Group’s working capital as at balance date was: Cash and bank balances Trade and other receivables Trade and other payables FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 26,093,637 11,298,422 761,288 145,003 (1,740,315) (386,879) 25,114,610 11,056,546 Refer to Going Concern assumption disclosure for further details on working capital management. Financial risk management The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and interest rate), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group does not use derivative financial instruments. Risk management is the responsibility of the Board of Directors. Market risk Foreign exchange risk The Group transacts in US Dollars and Tanzanian Shillings in relation to its Tanzanian operations is exposed to foreign exchange currency movements arising from various currency exposures, primarily with respect to the US Dollar and the Tanzanian Shilling. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the entity’s functional currency and net investments in foreign operations. The Group’s exposure to foreign currency risk at the reporting date was as follows: Group sensitivity The parent entity advances funds to the Tanzanian subsidiary in US Dollars. The foreign exchange is recognised in the parent entity. The consolidated entity’s pre-tax loss for the year would have been $109,927 higher/lower (2021: $72,293 higher/ lower) had the Australian dollar strengthened/weakened by 10% against the US Dollar. Cash flow and fair value interest rate risk The Group is exposed to interest rate risk through cash and cash equivalents $26,093,637 (2021: $11,298,422 ). At 30 June 2022, if the interest rates had weakened/strengthened by 100 basis points from the year-end rates with all other variables held constant, post-tax profit for the year would have been $334 lower/higher (2021: $106 lower/higher) mainly as a result of interest income deceases/increases. BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26 FINANCIAL INSTRUMENTS - CONTINUED Credit risk 45 Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents as well as credit exposures to customers, including outstanding receivables and committed transactions. Cash and cash equivalents are held with recognisable banking and financial institutions. The maximum exposure to credit risk for cash and cash equivalents is the carrying value. Other receivables are due from third parties considered credit worthy. The maximum exposure to credit risk for other receivables at the reporting date is the carrying amount. The ageing analysis of receivables is as follows: DEBTOR Other receivables Restricted Cash < 30 DAYS $398,279 $141,558 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 counterparty default rates. Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash to ensure that the Group’s liabilities can be settled as and when they become due. Maturities of financial liabilities The tables below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. CREDITOR Trade payables Fair value estimation <1 MONTH $1,182,351 The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The carrying values less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. 27 CONTINGENT LIABILITIES There were no material contingent liabilities as at 30 June 2022 (2021: Nil) 28 EVENTS AFTER THE REPORTING DATE Other than the below, the Directors are not aware of any matter or circumstance that has significant or may significantly affect the operation of the Consolidated Entity or the results of those operations, or the state of affairs of the Consolidated Entity in subsequent financial years. On 18 July 2022, the Company announced the senior appointments for the Tanzanian leadership team under the Company’s 84% owned joint venture company, Faru Graphite Corporation (“Faru”), established in partnership with the Tanzanian Government to develop the Mahenge Graphite Mine. Faru CEO, Mr Alimiya (Ali) Osman was appointed, along with Mr Asa Mwaipopo as Non-Executive Director of Faru. Mr Ted Silkiluwasha and Mr Danstan Mtajura Daud also joined as government appointed Directors of Faru, along with Black Rock Mining Directors Mr John de Vries and Mr Ian Murray who were appointed as Executive Chairman and Non-Executive Director of Faru, respectively On 18 July 2022 the Company commenced the Resettlement Action Plan compensation process. The total estimated cost of the plan is $11,543,397 over four stages. These stages comprise: • Stage 1: Compensation payments for affected persons to relocate – Ulanzi Mine and Plant Area ($2,589,087) • Stage 2: Compensation payments for affected persons to relocate – Cascade Mine Area ($6,629,476) • Stage 3: Costs for removal of graves ($344,503) • Stage 4: Top up payments to align the compensation with the Equator Principles ($1,980,331). BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 46 28 EVENTS AFTER THE REPORTING DATE - CONTINUED Subsequent to year-end the company has commenced negotiations, signing contracts and making initial payments with affected persons under Stage 1. Following completion of Stage 1, the Group expects to commence Stage 2 of the Resettlement Action Plan compensation process, no payments have been entered into with respect to this Stage at the date of this report. On 9 August 2022, the Company, and one of its subsidiaries, Mahenge Resources Limited (incorporated in Tanzania), received a form of referral of an employment dispute to the Commission for Mediation and Arbitration in Tanzania from a former Tanzanian based consultant. Whilst the matter is in the preliminary stages, based on legal advice received to date, the Group believes the claim is spurious, and the amount claimed is ambit, and consequently the matter will be vigorously defended. Accordingly, it is not practicable at this stage to estimate the amount, if any, of any liability that may arise from this matter. On 2 September 2022 the Company was informed that the SML for the Mahenge Graphite Project had been approved. Faru was subsequently issued the SML on 5 September 2022. On 9 September 2022, the Company announced that Faru had signed a Conditional Framework Agreement (Agreement) with US-based Urbix, Inc (Urbix) for material from Module Two of the Mahenge Graphite Project. 29 PARENT ENTITY INFORMATION The accounting policies of the parent entity, which have been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements. Refer to note 3 for a summary of significant account policies. Financial Position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Issued capital Retained earnings Reserves Total equity Financial performance Loss for the year Other comprehensive income Total comprehensive loss Commitments and contingent liabilities are consistent with Notes 24 and 27. FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 26,744,717 12,464,909 39,209,626 11,428,880 7,500,645 18,929,525 1,420,510 606,443 2,026,953 402,304 - 402,304 100,907,653 74,940,348 (66,379,174) (57,490,194) 2,654,194 1,077,067 37,182,673 18,527,221 FOR THE YEAR ENDED 30/06/2022 $ FOR THE YEAR ENDED 30/06/2021 $ 4,503,134 3,424,607 - - 4,503,134 3,424,607 BLACK ROCK MINING LIMITED2022 ANNUAL REPORTFOR THE YEAR ENDED 30 JUNE 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DIRECTORS’ DECLARATION The Directors declare that: (a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; 47 (b) in the Directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 1 to the financial statements; (c) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Consolidated Entity; and (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001. Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001. On behalf of the Directors Richard Crookes CHAIRMAN 30 September 2022 BLACK ROCK MINING LIMITED2022 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT 48 IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt ttoo tthhee mmeemmbbeerrss ooff BBllaacckk RRoocckk MMiinniinngg LLiimmiitteedd IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt ttoo tthhee mmeemmbbeerrss ooff BBllaacckk RRoocckk MMiinniinngg LLiimmiitteedd RReeppoorrtt oonn tthhee AAuuddiitt ooff tthhee FFiinnaanncciiaall RReeppoorrtt Opinion Deloitte Touche Tohmatsu ABN 74 490 121 060 Tower 2 Brookfield Place 123 St Georges Terrace Deloitte Touche Tohmatsu Perth WA 6000 ABN 74 490 121 060 GPO Box A46 Perth WA 6837 Australia Tower 2 Brookfield Place Tel: +61 8 9365 7000 123 St Georges Terrace Fax: +61 8 9365 7001 Perth WA 6000 www.deloitte.com.au GPO Box A46 Perth WA 6837 Australia Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au We have audited the financial report of Black Rock Mining Limited (the Company) and its subsidiaries (the Group) RReeppoorrtt oonn tthhee AAuuddiitt ooff tthhee FFiinnaanncciiaall RReeppoorrtt which comprises the consolidated statement of financial position as at 30 June 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated Opinion statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, and the directors’ declaration. We have audited the financial report of Black Rock Mining Limited (the Company) and its subsidiaries (the Group) which comprises the consolidated statement of financial position as at 30 June 2022, the consolidated statement of In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated including: statement of cash flows for the year then ended, and notes to the financial statements, including a summary of  giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial performance for significant accounting policies and other explanatory information, and the directors’ declaration. the year then ended; and In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,  including: complying with Australian Accounting Standards and the Corporations Regulations 2001.  Basis for Opinion giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial performance for the year then ended; and complying with Australian Accounting Standards and the Corporations Regulations 2001. 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 Group in accordance with the auditor independence requirements of the Corporations Act Basis for Opinion 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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 Key Audit Matters directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. financial report for 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 Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for 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. Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 49 KKeeyy AAuuddiitt MMaatttteerr HHooww tthhee ssccooppee ooff oouurr aauuddiitt rreessppoonnddeedd ttoo tthhee KKeeyy AAuuddiitt MMaatttteerr AAccccoouunnttiinngg ffoorr EExxpplloorraattiioonn aanndd EEvvaalluuaattiioonn AAsssseettss As at 30 June 2022, the carrying value of exploration and evaluation assets amounts to $29,748,305 including additions of $7,460,495 as disclosed in Note 11. Significant judgement is applied in determining the treatment of exploration and evaluation expenditure including: • • • • • for the conditions whether capitalisation are satisfied; which elements of exploration and evaluation expenditure qualify for capitalisation; the Group’s intentions and ability to proceed with a future work program; the likelihood of licence renewal or extension; and the expected or actual success of resource evaluation and analysis. The timing of when assets are transferred from exploration and evaluation to property, plant and equipment often significant judgement due to the assessment of technical feasibility and commercial viability being unique for each project / area of interest. involves Our procedures associated with exploration and evaluation expenditure incurred during the year included, but were not limited to: • • Evaluating the design and implementation of processes and controls associated with the capitalisation of exploration and evaluation expenditure; and Testing on a sample basis, exploration and evaluation expenditure to confirm the nature of the costs incurred, and the appropriateness of the classification between asset and expense. Our procedures associated with the carrying value of exploration and evaluation assets included, but were not limited to: • • • Evaluating the design and implementation of processes and controls in respect of assessing the recoverability of exploration and evaluation assets; Evaluating management’s impairment indicator assessment, including consideration as to whether any of the following events exist at the reporting date which may indicate that exploration and evaluation assets may not be recoverable: o o o obtaining a schedule of the area of interest held by the Group and confirming whether the rights to tenure of that area of interest remained current at balance date; holding discussions with management as to the status of ongoing exploration programs in the respective area of interest; and assessing whether any facts or circumstances existed to suggest impairment testing was required. Assessing the accuracy of amounts written off where an impairment trigger was identified by management. Our procedures associated with the classification of Exploration & Evaluation Assets included, but were not limited to: • • • in relation to any Holding discussions with management commitments entered into; Reviewing board or directors minutes, investor presentations released by the Company, and corporate budgets to assess whether these would indicate that a final investment decision has been made; and Performing subsequent events procedures to identify if any final investment decision has been made after the reporting date, including assessing the impact of commencing stages one and two of the Resettlement Action Plan. We also assessed the appropriateness of the disclosures in Note 11 and Note 24 to the financial statements. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT 50 Other Information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2022, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and 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 Group 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 Group 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. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:    Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT 51    Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. RReeppoorrtt oonn tthhee RReemmuunneerraattiioonn RReeppoorrtt Opinion on the Remuneration Report We have audited the Remuneration Report included on pages 12 to 15 of the Directors’ Report for the year ended 30 June 2022.. In our opinion, the Remuneration Report of Black Rock Mining Limited, for the year ended 30 June 2022, 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. DDEELLOOIITTTTEE TTOOUUCCHHEE TTOOHHMMAATTSSUU DDaavviidd NNeewwmmaann Partner Chartered Accountants Perth, 30 September 2022 BLACK ROCK MINING LIMITED2022 ANNUAL REPORT ADDITIONAL INFORMATION 52 Additional information required by the Australian Securities Exchange and shown elsewhere in this report is set out below. The information is current as at 16 September 2022. Distribution – Ordinary Fully Paid Shares RANGE TOTAL HOLDERS UNITS % UNITS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 176 589 466 1,783 731 52,578 1,914,501 3,826,170 70,689,318 900,836,596 3,745 977,319,163 0.01 0.20 0.39 7.23 92.17 0.00 100.00 Unmarketable parcels Minimum $ 500.00 parcel at $ 0.2100 per unit 2,381 338 353,706 MINIMUM PARCEL SIZE HOLDERS UNITS Voting Rights The voting rights for each class of security on issue are: Ordinary Fully Paid Shares Each ordinary shareholder is entitled to one vote for each share held. Options The holders of options have no rights to vote at a general meeting of the company. Largest Shareholders RANK NAME 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 POSCO LTD EYEON INVESTMENTS PTY LTD COPULOS SUPERANNUATION PTY LTD CITICORP NOMINEES PTY LIMITED UBS NOMINEES PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED DANIEL TURNER CAPITAL PTY LTD J P MORGAN NOMINEES AUSTRALIA PTY LIMITED JAWAF ENTERPRISES PTY LTD WESTPARK OPERATIONS PTY LTD SPACETIME PTY LTD MR CHIN YONG CHONG GASMERE PTY LTD DANIEL TURNER HOLDINGS PTY LTD BNP PARIBAS NOMINEES PTY LTD MR WARREN WILLIAM BROWN + MRS MARILYN HELENA BROWN E & E HALL PTY LTD CITYWEST CORP PTY LTD TISDELL FAMILY SUPER PTY LTD EYEON NO 2 PTY LTD UNITS % UNITS 126,020,001 12.89 53,000,000 33,000,000 30,174,882 28,323,071 23,928,892 20,424,256 16,746,700 13,700,000 13,561,674 12,617,753 12,343,005 11,602,661 10,367,396 10,209,113 9,492,500 8,895,376 8,721,422 7,939,734 7,761,746 5.42 3.38 3.09 2.90 2.45 2.09 1.71 1.40 1.39 1.29 1.26 1.19 1.06 1.04 0.97 0.91 0.89 0.81 0.79 Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total) Total Remaining Holders Balance 458,830,182 518,488,981 46.95 53.05 BLACK ROCK MINING LIMITED2022 ANNUAL REPORT Substantial Shareholders Substantial Shareholders as disclosed in substantial shareholder notices provided to the Company as at 16 September 2022. 53 NAME POSCO1 Copulos Group2 1. As lodged on 10 June 2022 2. As lodged on 1 June 2022 Distribution – Unlisted Options Expiring 04/11/23 at $0.0785 NUMBER OF ORDINARY SHARES PERCENTAGE (%) 126,020,001 118,720,679 12.90 12.15 RANGE TOTAL HOLDERS UNITS % UNITS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 0 0 0 0 2 2 0 0 0 0 5,000,000 5,000,000 0.00 0.00 0.00 0.00 100.00 0.00 100.00 1. Corporate Campaigns Pty Ltd holds 3,000,000 Options, comprising 60.00% % of this class; Mr Raymond Hekima holds 2,000,000 Options, comprising 40.00% of this class. Distribution – Unlisted Options Expiring 21/12/2023 at $0.116 RANGE TOTAL HOLDERS UNITS % UNITS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 0 0 0 0 4 4 0 0 0 0 11,000,000 11,000,000 0.00 0.00 0.00 0.00 100.00 0.00 100.00 1. Mrs Karen Gail de Vries holds 5,000,000 Options, comprising 45.54% % of this class. Distribution – Unlisted Options Expiring 10/08/2023 at $0.084 RANGE TOTAL HOLDERS UNITS % UNITS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 44 71 48 140 60 22,278 181,011 348,008 5,010,774 24,672,564 0.07 0.60 1.15 16.57 81.60 0.01 363 30,234,635 100.00 BLACK ROCK MINING LIMITED2022 ANNUAL REPORT         54 ADDITIONAL INFORMATION Distribution – Unlisted Options Expiring 28/10/2022 at $0.15 RANGE TOTAL HOLDERS UNITS % UNITS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 0 0 0 0 3 3 0 0 0 0 7,600,000 7,600,000 0.00 0.00 0.00 0.00 100.00 0.00 100.00 1. Mr John de Vries holds 3,600,000 Options, comprising 47.37% of this class; Mr Richard Anthony Crookes holds 2,400,000 Options, comprising 31.58% of this class; Mrs Gabriel Chiappini & Mrs Rosa Chiappini holds 1,600,000 Options, comprising 21.05% of this class Distribution – Unlisted Options Expiring 18/11/2022 at $0.15 RANGE TOTAL HOLDERS UNITS % UNITS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 0 0 0 0 1 1 0 0 0 0 3,000,000 3,000,000 0.00 0.00 0.00 0.00 100.00 0.00 100.00 1. Murray Super Investments Pty Ltd holds 3,000,000 Options, comprising 100.00 % of this class. Distribution – Unlisted Options Expiring 25/10/2024 at $0.29 RANGE TOTAL HOLDERS UNITS % UNITS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 0 0 0 0 1 1 0 0 0 0 3,000,000 3,000,000 0.00 0.00 0.00 0.00 100.00 0.00 100.00 1. Mining Securities Pty Ltd holds 3,000,000 Options, comprising 100.00 % of this class. Distribution – Unlisted Options Expiring 26/04/2025 at $0.40 RANGE TOTAL HOLDERS UNITS % UNITS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 0 0 0 0 1 1 0 0 0 0 1,500,000 1,500,000 0.00 0.00 0.00 0.00 100.00 0.00 100.00 1. Mr Paul Raymond Sims holds 1,500,000 Options, comprising 100.00 % of this class. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT                 Distribution – Unlisted Options Expiring 1/06/2024 at $0.20 RANGE TOTAL HOLDERS UNITS % UNITS 55 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 0 0 0 0 1 1 0 0 0 0 1,500,000 1,500,000 0.00 0.00 0.00 0.00 100.00 0.00 100.00 1. IRX Advisors Pty Ltd holds 1,500,000 Options, comprising 100.00 % of this class. Distribution – Unlisted Options Expiring 24/01/2024 at $0.116 RANGE TOTAL HOLDERS UNITS % UNITS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 0 0 0 0 1 1 0 0 0 0 1,000,000 1,000,000 0.00 0.00 0.00 0.00 100.00 0.00 100.00 1. L39 Pty Ltd holds 1,000,000 Options, comprising 100.00 % of this class. Distribution – Unlisted Options Expiring 1/07/2024 at $0.224 RANGE TOTAL HOLDERS UNITS % UNITS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total 0 0 0 0 1 1 0 0 0 0 1,500,000 1,500,000 0.00 0.00 0.00 0.00 100.00 0.00 100.00 1. Mr Daniel Pantany holds 1,500,000 Options, comprising 100.00 % of this class. On-market Buy-Back Currently there is no on-market buy-back of the Company’s securities Securities Subject to Escrow As at 16 September 2022 there are no securities currently subject to escrow. Corporate Governance Pursuant to the ASX Listing Rules, the Company’s Corporate Governance Statement will be released in conjunction with this report. The Company’s Corporate Governance Statement is available on the Company’s website at: https://blackrockmining.com.au/about-us/#corporate-governance BLACK ROCK MINING LIMITED2022 ANNUAL REPORT             ADDITIONAL INFORMATION 56 Annual Mineral Resources and Ore Reserves Statement The Company’s Exploration Results, Mineral Resource and Ore Reserve estimates are reported in accordance with the ASX Listing Rules and the requirements and guidelines of the 2012 edition of the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves – the JORC Code. The Company’s Mineral Resource and Ore Reserve estimates for 30 June 2022 are listed in the tables below As released on ASX on 3 February 2022 (refer to ASX Announcement: Black Rock Mining confirms 25% increase in Measured Mineral Resource, now the largest in class globally), following the completion of assays from the Company’s 2019 infill metallurgical drilling and bulk sampling program, the JORC Compliant Mineral Resource Estimate and Ore Reserve at the Mahenge Graphite Project was updated, posting a 25% increase in Measured Mineral Resource. There was no change to the JORC Compliant Ore Reserve at the Mahenge Graphite Project. Mineral Resource Estimate Table as at 30 June 2022 PROJECT CATEGORY TONNES Mahenge Graphite Project Measured Indicated Inferred TOTAL (MT) 31.8 84.6 96.7 213.1 Note: Appropriate rounding applied Mineral Resource Estimate Table as at 30 June 2021 PROJECT CATEGORY TONNES Mahenge Graphite Project Measured Indicated Inferred TOTAL (MT) 25.5 88.1 98.3 211.9 Ore Reserve Estimate Table as at 30 June 2022 PROJECT CATEGORY TONNES Mahenge Graphite Project Proved Probable TOTAL (MT) - 70.5 70.5 Note: Appropriate rounding applied Ore Reserve Estimate Table as at 30 June 2021 PROJECT CATEGORY TONNES Mahenge Graphite Project Note: Appropriate rounding applied Proved Probable TOTAL (MT) - 70.5 70.5 TGC (%) 8.6 7.8 7.4 7.8 TGC (%) 8.6 7.9 7.6 7.8 TGC (%) - 8.5 8.5 TGC (%) - 8.5 8.5 CONTAINED GRAPHITE (MT) 2.7 6.6 7.2 16.6 CONTAINED GRAPHITE (MT) 2.2 6.9 7.4 16.6 CONTAINED GRAPHITE (MT) - 6.0 6.0 CONTAINED GRAPHITE (MT) - 6.0 6.0 BLACK ROCK MINING LIMITED2022 ANNUAL REPORT Tenement Schedule as at 30 June 2022 LICENCE TYPE LICENCE NUMBER TOTAL AREAS DATE GRANTED EXPIRY DATE BKT OWNERSHIP Prospecting Licence PL10426/2014 Prospecting Licence PL10111/2014 Prospecting Licence Pl11486/2020 Prospecting Licence PL10427/2014 Mining Licence Mining Licence ML611/2019 ML612/2019 (SQ KM) N/A N/A 118.37 55.29 9.94 9.79 193.39 02.02.2014 02.02.2014 26/9/2022 26/9/2022 25.09.2020 24.09.2024 02.02.2014 01.12.2029 25.02.2019 24.02.2029 25.02.2019 24.02.2029 100% 100% 84% 100% 84% 84% 57 Governance and Internal Controls The Company’s geology department have a set of guidelines and working practices to control the Mineral Resources and Ore Reserves estimation and reconciliation process, as well as the quality of the data used. The Company’s risk management program includes assessment of the risks associated with the estimations of Mineral Resources and Ore Reserves and the controls in place to ensure that robust Resource and reserve estimates are reported. The Company, through its senior geological and mining engineering staff ensures that all Mineral Resource and Ore Reserves estimations are subject to appropriate levels of governance and internal controls. Exploration results are collected and managed by a competent qualified geologist. All data collection activities are conducted to industry standards based on a framework of quality assurance and quality control protocols covering all aspects of sample collection, topographical and geophysical surveys, drilling, sample preparation, physical and chemical analysis and data and sample management. Mineral Resource and Ore Reserve estimates are prepared by appropriately qualified Competent Person. If there is a material change in the estimate of a Mineral Resource or Ore Reserve, the estimate and supporting documentation in question is reviewed by a suitably qualified Competent Person and announced to the ASX in accordance with the Listing Rules. The Company reports its Mineral Resources and Ore Reserves on an annual basis in accordance with the JORC Code 2012 Edition. The Company’s Competent Persons are members of the Australasian Institute of Mining and Metallurgy (AUSIMM), and qualify as Competent Persons under the JORC Code 2012. Competent Person Statement The information in this report that relates to reporting of Exploration Results have been prepared by Mr Prisin Moshi. Mr Moshi is an employee of Black Rock Mining and has supervised recent drilling and exploration programs at the Mahenge Graphite Project. Mr Moshi is a member of the AUSIMM and have sufficient experience of relevance to the styles of mineralisation and types of deposits under consideration, and to the activities undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. The information in this report that relates to Mineral Resources prepared by Mr Lauritz Barnes, consultant with Trepanier Pty Ltd. Mr Barnes is a member of the AUSIMM and have sufficient experience of relevance to the styles of mineralisation and types of deposits under consideration, and to the activities undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. The information in this report that relates to the Ore Reserve Statement, has been compiled by Mr Beng Ko, under the direction of Mr John de Vries and in accordance with the guidelines of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code – 2012 Edition). Mesrrs de Vries and Ko are both employees of Black Rock Mining and members of the AUIMM. Mr de Vries takes overall responsibility for this information. Mr de Vries is a shareholder of the Company and holds options in the Company as part of his total remuneration package. Mr de Vries has the requisite experience in Ore Reserve estimation relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. Mesrrs Moshi, Barnes and de Vries consent to the inclusion in this report of the matters based on the information in the form and context in which they appear. BLACK ROCK MINING LIMITED2022 ANNUAL REPORT B L A C K R O C K M I N I N G L I M I T E D A N N U A L F I N A N C I A L R E P O R T F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 2 2 www.blackrockmining.com.au

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