BLACK CAT SYNDICATE LIMITED ABN 63 620 896 282 Annual Report For the Year Ended 30 June 2020 ANNUAL REPORT 2020 TABLE OF CONTENTS Corporate Directory Chairman’s Letter Review of Operations Mineral Resource and Ore Reserves Statement Directors’ Report Auditor’s Independence Statement 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 Financial Statements Directors’ Declaration Independent Auditors Report ASX Additional Information Schedule of Tenements PAGE 3 4 6 17 22 35 36 37 38 39 40 66 67 71 73 2 ANNUAL REPORT 2020 CORPORATE DIRECTORY Directors Paul Chapman Gareth Solly Les Davis Alex Hewlett Tony Polglase Non-Executive Chairman Managing Director Non-Executive Director Non-Executive Director Non-Executive Director Joint Company Secretaries Mark Pitts Dan Travers Principal Office Unit 6, 16 Nicholson Road Subiaco, Western Australia 6008 Telephone 0458 007 713 Web www.blackcatsyndicate.com.au Registered Office Unit 5, 16 Nicholson Road Subiaco, Western Australia 6008 Telephone 0458 007 713 Web www.blackcatsyndicate.com.au Auditor Crowe Perth Level 5, 45 St Georges Terrace Perth, Western Australia 6000 Share Registry Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth, Western Australia 6000 Telephone (08) 9323 2000 Stock Exchange Listing The Company’s shares are quoted on the Australian Securities Exchange. The home exchange is Perth, Western Australia. ASX Code BC8 – Ordinary shares Australian Business Number 63 620 896 282 Company Information The Company was incorporated and registered under the Corporations Act 2001 in Western Australia. The Company is domiciled in Australia. 3 ANNUAL REPORT 2020 CHAIRMAN’S LETTER Dear Fellow Shareholder We are pleased to present the 2020 Annual Report for Black Cat Syndicate Limited (“Black Cat” or “the Company”). We believe Black Cat offers the following opportunity to investors: − − − − − − we have maintained a tight capital structure and are well funded; we generate strong news flow with numerous acquisitions made over the past year and a 60,000m drilling program currently underway; we offer scale potential as we look to define and grow Resources from multiple deposits and are targeting >1 million ounces; we are undertaking studies with a view to a decision to develop mines and to construct a processing facility in 2021; we are in an excellent location being close to mills, infrastructure and workforce; and we have an experienced team that can transition from exploration to production. Dealing with each of these principles in turn. We have maintained a tight capital structure and we are well funded. Black Cat completed two capital raisings during the year to raise $5.0M at $0.43 and $10.0M @ $0.82. These raisings were strongly supported and were based on performance and delivering on what we said we would do. We continue to be efficient with shareholder funds. At 30 September 2020, we had raised a total of $25.8M from shareholders and had converted that into a market capitalisation of $83.0M. Inception to date we have drilled 96,088m of RC and 6,149m of diamond. Our drilling has been highly efficient equating to ~3.5oz of Resource per metre drilled. In addition, discovery cost sits at ~$23oz and total acquisition cost equates to ~$6.50oz. We generate strong news flow with numerous acquisitions made over the past year and a 60,000m drilling program currently underway. Since Black Cat’s last Annual Report, we have issued 40 market sensitive announcements at the rate of ~3.3 per month. This reflects the ongoing upgrade of our Resource base, numerous acquisitions we have made, and our drive towards transitioning to mining. We offer scale potential as we look to define and grow Resources from multiple deposits and are targeting >1 million ounces. We are well on our way to achieving our >1 million ounces Resources target. We continue to pursue a two-pronged strategy of adding Resources by ongoing drilling as well as by strategic acquisitions. We currently have a 60,000m drilling program underway. On the acquisition front, we have been extremely busy and acquired Balagundi and Yarri East (now part of our Bulong Gold Project); Fingals Fortune, Imperial/Majestic, Hammer and Tap, Wombola Dam, Wombola Pit, Black Hills, South Three, Trojan, Slate Dam and Clinker Hill (to form our Fingals Gold Project); and the Rowe’s Find Gold Project. 4 ANNUAL REPORT 2020 CHAIRMAN’S LETTER (CONTINUED) We are undertaking studies with a view to a decision to develop mines and to construct a processing facility in 2021. Technical and economic studies are well advanced with many results expected during the December 2020 quarter. The Myhree Stage 1 open pit has now been approved. We remain on track to make a decision to develop mines and to construct a processing facility in 2021. We are in an excellent location being close to mills, infrastructure and workforce. Being only 25kms east of Kalgoorlie lowers cost and risk while increasing the likelihood of a deposit being economic. Major players in the area include Northern Star/Saracen and Evolution, ensuring that Kalgoorlie remains a long term hub for mining and exploration services. We now sit as one the top five landholders within 50kms from Kalgoorlie. This is an enviable position, particularly with the current gold price and have rapidly increased our footprint in the area with a number of strategic acquisitions. We have an experienced team that can transition from exploration to production. We have an experienced non-executive team comprised of Les Davis, Alex Hewlett and myself. I was extremely pleased to add Tony Polglase to this list when he joined the board in May 2020. Tony and I first met on the board of Avanco and I have a high regard for his insights, skills and experience. We have added a strong management team led by Gareth Solly as Managing Director. Gareth is a geologist by training and was also registered mine manager at the nearby and similar Daisy Milano Complex. Ned Summerhayes (Exploration Manager), Alistair Thornton (Mining Study Manager) and Iain Levy (Resource Development Manager) provide an excellent technical team for Gareth. David Sanders joined us as Chief Financial Officer in August 2020. Dave is an experienced Chartered Accountant with strong analytical capabilities and a solid understand of the value drivers in mining. He has led and coached successful teams at both complex operations and in corporate roles over his 20 years in the Resources Industry. As we move to 2021, other opportunities and challenges will present themselves. By focussing on the above principles, we are confident of another successful year for Black Cat. In closing, we would like to thank our local communities, employees, suppliers and other business partners. We also would like to take this opportunity to thank our fellow shareholders for your support. Yours sincerely Paul Chapman Chairman 5 ANNUAL REPORT 2020 REVIEW OF OPERATIONS OVERVIEW At 10 October 2020, Black Cat had a combined JORC 2012 Mineral Resources (“Resource” or “Resources” as applicable) of 11.8Mt @ 2.3 g/t Au for 884,000oz. This was an 329% increase from the prior year and was built on acquisitions and Resource upgrades. The Company’s projects at Bulong, Fingals and Rowe’s Find are ideally located proximal to existing infrastructure and present significant opportunities for mining operations. Black Cat completed two strongly supported capital raisings during the year with $5M raised in October 2019 and another $10M raising in July 2020. Directors exercised (early) an additional 750,000 options bringing the total amount invested by directors to over $1.9M. Cash reserves were ~$12M (post raising on 15 July 2020) which will be directed to growing Resources, Reserves and completing a mill study. Approximately 79% of the Company’s ~$6M expenditure for the 2020 financial year was spent either on growing Resources or in preparing for mining. Additionally, Black Cat has built a dominant ground position through strategic acquisitions and by 10 October 2020 had increased its tenement holdings from 128km2 (July 2019) to 755km2 (490%). MINERAL RESOURCES HELD BY BLACK CAT Measured Mineral Resource Indicated Mineral Resource Inferred Mineral Resource Total Mineral Resource Deposit Tonnes (‘000s) Grade (g/t Au) Metal (000s oz) Tonnes (‘000s) Grade (g/t Au) Metal (‘000s oz) Tonnes (‘000s) Grade (g/t Au) Metal (‘000s oz) Tonnes (‘000s) Grade (g/t Au) Metal (‘000s oz) BULONG Queen Margaret Centre Myhree Mining Centre Anomaly 38 Sub Total FINGALS Imperial/Majestic Fingals Fortune Wombola Centre Trojan Sub Total ROWE’S FIND Rowe’s Find Sub Total - - - - - - 13 - 13 - - - - - - - - 3.2 - 3.2 - - - - - - - - 1 - 1 - - 36 1,194 - 1,230 2,177 157 164 1,356 3,854 - - 2.6 3.0 - 3.0 2.7 2.1 2.7 1.8 2.3 - - 3 322 117 1,686 - 308 120 2,316 186 1,006 11 14 79 1,988 120 760 290 4,224 - - 148 148 TOTAL Mineral Resource 13 3.2 1 5,084 2.5 410 6,688 2.3 2.6 1.9 2.5 2.2 1.9 3.1 1.5 2.0 3.6 3.6 2.2 24 358 143 2,880 19 308 185 3,546 72 3,183 124 2,145 12 36 647 2,115 271 8,090 17 17 148 148 473 11,784 2.3 2.8 1.9 2.7 2.5 2.0 2.6 1.7 2.2 3.6 3.6 2.3 27 259 19 305 258 135 54 115 562 17 17 884 Notes: Refer to Total Resource table at the end of the announcement for a detailed breakdown of Mineral Resources held by Black Cat. All tonnages reported are dry metric tonnes. Minor discrepancies may occur due to rounding to appropriate significant figures. Queen Margaret Centre refers to the Queen Margaret and Melbourne United. Myhree Mining Centre refers to the Myhree, Boundary, Trump and Strathfield. Wombola Centre refers to Wombola Dam, and Hammer and Tap. 6 ANNUAL REPORT 2020 REVIEW OF OPERATIONS (CONTINUED) BACKGROUND Black Cat commenced the year with 100% control of the Bulong Gold Project (“Bulong”). Bulong has a history of complex, unconsolidated ownership and small scale, high-grade production primarily between 1897 and when production ceased in the early 1910’s after a total of ~152,000oz @ >1 oz/t Au were produced. The Queen Margaret mine was the main producer with ~96,000oz @ >1 oz/t Au. Despite the mine’s high-grade production record there has been no effective drilling below the old workings. The complex and unconsolidated ownership structures hampered exploration and mining. Black Cat has continued to consolidate ground at Bulong which contains numerous high-grade, near term, open pit and underground production targets. Black Cat has applied modern technology and techniques to test high priority shallow targets, validate historic results and build a Resource base, in advance of undertaking studies over several potential mining operations. Black Cat’s consolidation of under explored tenure has continued throughout 2020. On 10 October 2020, the Company controlled 756km2 of highly prospective ground to the east of the world class mining centre of Kalgoorlie, WA. The three main projects are: − − Bulong Gold Project comprises ~347km² of land located 25-50km east of Kalgoorlie. The project covers in excess of 45km of prospective stratigraphic and structural targets with minimal modern exploration. Advanced deposits, undergoing mining studies along with early stage exploration opportunities, exist throughout the project. The Balagundi and Yarri East acquisitions were also completed and incorporated into Bulong. Fingals Gold Project (“Fingals”) comprises ~368km2 of land located ~30km south east of Bulong. This area contains multiple Resources and extensive areas of historic mining and limited modern exploration. Fingals was acquired on 2 July 2020. The Black Hills, South Three, Trojan, Slate Dam and Clinker Hill acquisitions were also completed and incorporated into Fingals. − Rowe’s Find Gold Project (“Rowe’s Find”) comprises ~41km2 of land located ~100km east of Bulong. This project contains Resources and drill ready targets on an overlooked greenstone belt. The main mining leases at Rowe’s Find were acquired on 2 July 2020. Figure 1: Location map of Black Cat’s projects in relation to Kalgoorlie and excellent local infrastructure. 7 ANNUAL REPORT 2020 REVIEW OF OPERATIONS (CONTINUED) OUR STRATEGY Black Cat is committed to operating in a safe and sustainable manner and is: - Targeting >1Moz in Resource - genuine scale - Defining Ore Reserves - targeting >3 years of mill feed - - Establishing a 100% owned mill - working towards full production March 2022 quarter Leveraging a dominant ground position east of Kalgoorlie - substantial upside SAFETY AND SUSTAINABILITY The Board of Directors of Black Cat are committed to executing the Company’s strategy and operations in a safe and responsible manner. Pleasingly, drilling activities were productive and safe with nil reportable incidents during the year. KEY PERSONNEL APPOINTMENTS Tony Polglase was appointed as an independent non-executive director of Black Cat, effective 25 May 2020. Tony has more than 40 years of multi-disciplined mining experience across ten different countries and is qualified in mechanical and electrical engineering with an honours degree in metallurgy. Tony has significant experience in the development and operation of mining projects, having been responsible for, or closely involved with, the commissioning of more than seven mines. Most recently, Tony was a driving force behind Avanco Resources Ltd (“Avanco”). Avanco successfully transitioned from explorer to producer after discovering Antas, one of the world’s highest grade copper deposits in Brazil. Under Tony’s guidance, Avanco went on to develop Antas on-time and on-budget. Avanco was acquired in 2018 by OZ Minerals Ltd for ~$430m. Black Cat is pleased to welcome Tony to the Board at a pivotal time when the organization is transitioning from discovery to production. David Sanders joined us as Chief Financial Officer in August 2020. Dave is an experienced Chartered Accountant with strong analytical capabilities and a solid understand of the value drivers in mining. He has led and coached successful teams at both complex operations and in corporate roles over his 20 years in the Resources Industry. GROUND POSITION EXPANDED During 2019 and 2020, Black Cat announced and completed numerous strategic acquisitions to create a dominant ground holding with substantial Resources and exploration potential east of and within 50km of the world class mining centre of Kalgoorlie. Acquisitions during 2019 and 2020 included: Balagundi (“Balagundi”) Black Cat entered into Farm in and Joint Venture Agreements in respect Balagundi (E27/558) with Pioneer Resources Limited1. Balagundi sits adjacent to the north-west portion of Bulong and runs parallel to a major structural trend bounding the Balagundi and Bulong Subdomains. Balagundi contains five key gold and base metal targets being: - Black Widow (gold); - Funnel Web (gold); - Montana (gold); - Trap Door (gold); and - Anvil (base metals) Several mapping campaigns along with desktop reviews have been conducted since acquisition and an extensive auger campaign is planned for the coming year. 1 see ASX announcement 25 July 2019 8 ANNUAL REPORT 2020 REVIEW OF OPERATIONS (CONTINUED) Figure 2: Largest landholders within 50km of Kalgoorlie. Black Cat leases in yellow. Fingals and Rowe’s Find At the time of acquisition, Fingals and Rowe’s Find covered 65km2 and comprised Resources of 5.2 mt @ 2.5 g/t Au for 417,000oz 2. Black Cat paid a non-refundable deposit of $50,000 and completed the acquisition with the issue of 8,417,962 fully paid ordinary shares in Black Cat to Silver Lake Resources Limited (“Silver Lake”) on 2 July 2020 3. Hence, Silver Lake became a substantial shareholder in Black Cat, a position which they maintained by participating in the $10M capital raising completed subsequent to the end of the financial year. Black Hills and South Three At the time of acquisition, Black Hills and South Three covered 35km2 and include numerous drill ready targets immediately adjacent to and along strike of Fingals and Bulong. Black Cat paid a total of $20,000, issued 670,000 fully paid ordinary shares and granted an 1.5% gross royalty to complete the acquisition from the vendors 4. Yarri East At the time of acquisition, Yarri East covered 210km2 and included the northern extension of the Hampton- Victory Fault corridor that is related to the mineralisation at Bulong. Black Cat paid $200,000 and granted a 1% net smelter royalty to complete the acquisition 5. 2 Refer ASX announcement 10 July 2020 3 Refer ASX announcements 28 May and 2 July 2020 4 Refer ASX announcement 29 May 2020 5 Refer ASX announcement 8 July 2020 9 ANNUAL REPORT 2020 REVIEW OF OPERATIONS (CONTINUED) Trojan, Slate Dam and Clinker Hill The Trojan Resource sits on a granted mining lease just 10km east of the Fingals Gold Project. At the time of acquisition6, the tenements covered 243km2 and contained the Trojan Resource of 115koz on a granted mining lease located just 10km to the east of the Fingals Gold Project. The acquired ground contains significant exploration upside, both near mine and regionally. The transaction is expected to complete in October 2020. Figure 6: Diamond drilling at Myhree produced outstanding results during the year. EXPLORATION PROGRAMS Black Cat is focussed on applying systematic, modern exploration techniques. Black Cat has been extremely active and completed drilled over 45kms of drilling during the year ended 30 June 2020 and 60kms to 30 September 2020. Discovery costs remain low at ~A$23 oz with over 79% of funds spent “in the ground”. 6 Refer ASX announcement 7 October 2020 10 ANNUAL REPORT 2020 REVIEW OF OPERATIONS (CONTINUED) SUMMARY OF DRILLING JULY 2019 TO SEPTEMBER 2020 Area Target Objective # RC Holes Total RC (m) # DD Holes Total DD (m) Myhree Resource Definition/Exploration 123 15,467 18 2,045 Myhree-Boundary Corridor Trump Corridor Boundary Resource Definition/Exploration Sterilisation Water Bores Sterilisation Water Bores Trump Extension of Resource Virgin Dam Exploration Queen Margaret Resource Definition/Exploration Queen Margaret Corridor Greater Woodline Area Regional Melbourne United Anomaly38/Fenceline Woodline Early Exploration Exploration Exploration Exploration Fingals Fortune Resource Definition/Exploration Fingals Imperial Resource Definition/Exploration Jones Find Total Exploration 46 50 6 43 11 17 18 16 18 4,397 2,625 979 4,549 1,114 1,034 1,807 1,835 1,783 132 12,088 49 17 5 4,587 4,821 462 - - - - - - - - - - - - - - - - - - 3 550 551 57,548 21 2,595 Myhree Black Cat commenced exploration at Myhree in June 2018, targeting potential mineralisation below an anomaly in the soil geochemistry and interpreted NW structures. The discovery of mineralisation was reported in July 2018. Since discovery, Black Cat has extended and upgraded the Resource to 1.4Mt @ 3.6 g/t Au for 160,000oz 7. The Resource remains open at depth and to the south. 7 Refer ASX announcement 9 October 2020 11 ANNUAL REPORT 2020 REVIEW OF OPERATIONS (CONTINUED) Over the year ended 30 June 2020, Black Cat completed numerous drilling programs 8. In total 98 RC holes for 13,311m were drilled to infill and extend the Resource. Additionally, 18 diamond drill holes (2,045m) were completed for geotechnical and metallurgical analysis. Results included: - - - - - - - - - - - - - - - - - - - - - 22m @ 3.21 g/t Au from 1m (19MYRC088), including 9m @ 4.26 g/t Au from 11m 6m @ 7.58 g/t Au from 268m (19MYRC080); 8m @ 26.43 g/t Au from 55m (20MYRC043); 28m @ 6.59 g/t Au from 5m (20MYRC020), hole ended in mineralisation; 3m @ 41.95 g/t Au from 41m (20MYRC014); 9m @ 10.11 g/t Au from 24m (20MYRC016), hole ended in mineralisation; 9m @ 7.84 g/t Au from 24m (20MYRC018), hole ended in mineralisation; 6.45m @ 9.43 g/t Au from 229m (20MYDD002); 3.97m @ 9.23 g/t Au from 72m, 2.47m @ 13.62 g/t Au from 84.38m and 2.14m @ 21.03 g/t Au from 95m (20MYDD008) 4.74m @ 5.99 g/t Au from 166m and 3.04m @ 3.07 g/t Au from 141m(19MYDD001); 1.70m @ 335.96 g/t Au from 52m and 7.0m @ 9.84 g/t Au from 59m (19MYDD003); 1.43m @ 8.16 g/t Au from 199m and 3.03m @ 6.38 g/t Au from 202m (19MYDD004); 4.60m @ 10.98 g/t Au from 185m and 3.24m @ 9.43 g/t Au from 192m (19MYRC005); 3.00m @ 16.01 g/t Au from 100m and 7.70m @ 21.38 g/t Au from 123m (19MYDD006); 4.45m @ 13.92 g/t Au from 65m (19MYDD007); 6m @ 4.58 g/t Au from 198m and 4m @ 3.12 g/t Au from 179m (19MYRC097); 5m @ 6.71 g/t Au from 163m (19MYRC099); 2m @ 13.20 g/t Au from 231m (19MYRC111) 10m @ 5.60 g/t Au from 10m (20MYRC030); 6.45m @ 9.43 g/t Au from 229m (20MYDD002); and 1.97m @ 11.68 g/t Au from 155m (20MYDD007). Figure 7: Visible gold from diamond drilling at Myhree [19MYDD005: 192.26-192.91(L) and 19MYDD004: 199.97-200.05(R)].9 8 Refer ASX announcements 16 October and 22 November 2019 and 17 January, 4 May, 3 July and 9 July 2020 9 Refer ASX announcement 17 January 2020 12 ANNUAL REPORT 2020 REVIEW OF OPERATIONS (CONTINUED) Boundary During the year ended 30 June 2020, the Boundary Resource was increased 87% to 0.63Mt @ 2.0 g/t Au for 40,000oz 10 and 46 RC drill holes for 4,397m were completed, with results including11: - - - - - - - - - - - - - - 16m @ 2.18 g/t Au from 159m (19BORC032); 3m @ 3.93 g/t Au from 90m (19BORC035); 11m @ 0.99 g/t Au from 178m (19BORC039); 5m @ 3.35 g/t Au from 53m (19BORC041); 2m @ 5.47 g/t Au from 138m (19BORC048), SAM Target 1; 1m @ 26.00 g/t Au from 92m (19BORC049), SAM Target 2; 2m @ 3.44 g/t Au from 64m (19BORC050), SAM Target 2; 9m @ 1.83 g/t Au from 51m (20BORC004) - Boundary (infill); 9m @ 1.81 g/t Au from 69m (20BORC007) - Boundary (infill); 3m @ 2.01 g/t Au from 60m (19RERC015) - Boundary South; 1m @ 4.70 g/t Au from 51m (19RERC018) - Boundary South; 3m @ 1.50 g/t Au from 29m and 5m @ 1.25 g/t Au from 63m (19RERC004) - Boundary East; 1m @ 20.00 g/t Au from 24m (20RERC055) - Boundary East; and 2m @ 2.79 g/t Au from 94m (20RERC070) - Boundary East. Trump Corridor The Trump Corridor lies ~200m west of the Myhree-Boundary Corridor. Historic mining appears to be constrained to a 200m strike around the Trump workings, but a large area of prospective felsic stratigraphy stretches along this western side of Bulong. The Trump Resource has increased 0.7Mt @ 2.2 g/t Au for 49,000oz10 and now stretches over 1,200m in strike and remains open in all directions. Over the year ended 30 June 2020, Black Cat completed 39 extensional RC holes for 3,726m. Results12 included: - - - - - - - - 4m @ 13.46 g/t Au from 50m (19TRRC025) – Trump North; 5m @ 2.00 g/t Au from 72m (19TRRC022) – Trump North; 2m @ 10.14 g/t Au from 64m (19TRRC026) – Trump; 3m @ 8.32 g/t Au from 66m (19TRRC028) – Trump; 6m @ 3.79 g/t Au from 78m (19TRRC032); 14m @ 1.54 g/t Au from 53m (19TRRC034); 4m @ 2.92 g/t Au from 113m (19TRRC030); and 7m @ 1.48 g/t Au from 61m (19TRRC035). Greater Woodline The Greater Woodline area contains one of the largest alluvial goldfields in WA (source of 100oz nuggets) and has the potential to host multiple high grade deposits. Black Cat commenced drilling in the area at Anomaly 38, Woodline and Fenceline. 10 Refer ASX announcement 9 October 2020 11 Refer ASX announcement 17 January 2020 12 Refer ASX announcement 13 September and 10 December 2019 13 ANNUAL REPORT 2020 REVIEW OF OPERATIONS (CONTINUED) A maiden Resource was estimated at Anomaly 38, consisting of 0.3Mt @ 1.9 g/t Au for 19,000oz10. Mineralisation consisting of two main styles: - Alluvial Gold (295kt @ 1.5 g/t for 14.000oz): being sub-horizontal lenses with alluvial gold hosted within Quaternary sediments (“paleochannel”); and - Primary Gold (13kt @ 11.7 g/t for 5,000oz): N-S subvertical primary gold mineralisation hosted within ultramafic rocks. The alluvial gold is open to the north and south, with intersections from historical aircore drilling delineating a large prospective paleochannel. The primary mineralisation is open to the south and remains poorly tested to the north. Imperial/Majestic Imperial/Majestic was acquired by Black Cat on 2 July 2020 and is located at the southern end of the Kurnalpi Terrane on the western limb of the Bulong Anticline. The deposits occur within a small quartz diorite/tonalite stock to the immediate west of the Juglah Monzogranite. Quartz diorite is the dominant lithology at Imperial/Majestic and hosts the mineralisation. Gold mineralisation is associated with crystalline and disseminated sulphides, dominantly chalcopyrite and pyrite. Imperial/Majestic was mined as three pits between September 2016 and June 2018 for 1,438,901 tonnes @ 2.45 g/t Au for 113,393oz 13. The Majestic and Imperial pits were the main producers with the Majestic West pit adding incremental ounces. The current Resource is 3.2Mt at 2.5 g/t Au for 260,000oz 14. Drilling on higher priority targets at Imperial /Majestic commenced during the September quarter 2020 and potential mining opportunities are under investigation to complement Black Cat’s existing mining studies. Fingals Fortune The Fingals Fortune Project was acquired by Black Cat on 2 July 2020. Fingals Fortune is hosted within a shallow westerly dipping mineralised shear zone with a total strike length of >500m. The shear zone is intersected by a NE-SW trending sub-vertical structure that exhibits high grades. Several open pits were mined at Fingals Fortune in the early 1990’s and produced ~640,000t @ 2.8 g/t Au for 57,000oz15. Subsequent to the acquisition, Black Cat has conducted one drilling program and upgraded the Resource to 2.1Mt @ 2.0 g/t Au for 135,000oz16. Black Cat will recommence drilling to continue to extend the Resource soon. Numerous other opportunities exist to add additional Resource. Wombola Dam & Wombola Pit Wombola was acquired on 2 July 2020. The Wombola area comprises a series of ultramafic and mafic metavolcanic and intrusive rocks, in addition to clastic metasedimentary rocks. The sequence is on the western limb of the Bulong Anticline, an upright, tight fold plunging moderately to the southeast. The rocks have been locally overprinted by a retrograde chlorite-sericite-carbonate-quartz alteration assemblage. The gold mineralisation at Wombola occurs in sheeted, east northeast striking quartz veins which are preferentially developed in the Wombola Dolerite. The quartz veins dip steeply to the northwest and are associated with narrow wall rock selvages dominated by carbonate and sericite. Wombola Pit was historically mined in the 1980’s, producing 87,000 tonnes at 2.9 g/t Au for 8,000oz 17. Wombola Dam, a pit located ~800m to the south east of the Wombola Pit, was mined between 2011 and 2015. Wombola Dam produced 750,292 tonnes @ 1.95 g/t Au for 47,102oz 18. Current Resources for Wombola Dam sit at 297,000 tonnes @ 2.8 g/t Au for 27,000oz17 with potential for additional near surface mineralisation as well as higher grade narrow vein mineralisation at depth. 13 Sourced from Silver Lake quarterly ASX activities reports (September 2016 - June 2018). 14 Refer ASX announcement 28 May 2020. 15 Refer Mount Monger Gold Project – Exploration Data Summary Report, Mt Monger Tenement Area, Simon Coxhell January 1995 - WAMEX A number 45072. 16 Refer ASX announcement 9 October 2020 17 Refer to Silver Lake ASX Announcement 15 February 2012. 18 Sourced from Silver Lake quarterly ASX activities reports (September 2011 - June 2015). 14 ANNUAL REPORT 2020 REVIEW OF OPERATIONS (CONTINUED) Hammer and Tap The dominant rock type hosting fold mineralisation is a thick mafic sequence. Minor felsic intrusions intrude the sequence parallel to flat bedding. Gold mineralisation is varying from 1 to 32m wide and dips at 75° to the northwest. There is no modern production from Hammer and Tap. Records indicate that mining previously occurred prior to WW1. The Resource stands at 350,000 tonnes @ 2.4 g/t Au for 27,000oz with significant potential for additional discovery and further Resource growth. Rowe’s Find Black Cat acquired two Mining Leases adjacent to our Rowe’s Find Project which now covers an area of ~41km2 and is located ~100km east of Bulong (Figure 1). Within the broader region, mineralisation is locally developed on shear zones along the contacts of granite and greenstone units, which exist throughout the project. The Resource consists of sheared and quartz veined mafic schist hosted in granitoid gneiss with the gold mineralisation hosted in quartz veins. The shear zones dip NNW and have a defined strike length of ~125m varying in thickness from 1m to 10m. Small scale mining operations were undertaken at Rowe’s Find in the 1970’s. The JORC 2012 Resource stands at 148,000 tonnes @ 3.5 g/t Au for 17,000oz which remains open and has strong exploration potential in an area of structural complexity. Figure 8: Orthogonal view of the Rowe’s Find Resource model with unmodelled intercepts from 2012 drilling by Integra Mining. 15 ANNUAL REPORT 2020 REVIEW OF OPERATIONS (CONTINUED) MINING STUDIES Black Cat completed several technical studies during the year regarding the Myhree Stage 1 and 2 open pit together with satellite deposits at Boundary and Trump, including • • • Flora and Fauna Surveys, with no threatened flora or fauna identified19; Metallurgical testwork, showing excellent recoveries with >=95% overall recovery in oxide, transitional and fresh rock at a grind size of 150µm; and >50% gravity recovery in fresh rock17. Mining approval for the Myhree Stage 1 open pit was obtained during the June 2020 quarter18. At the time of this report, key technical studies were complete, including environmental, hydrological and metallurgical. An application for a miscellaneous licence (L25/62) was lodged for water pipelines and a water extraction licence to extract water for dust suppression and other purposes had been granted20. Maiden Ore Reserves for Myhree and scoping studies for Myhree underground, Boundary/Trump open pits, Fingals Fortune open pit and Imperial/Majestic undergrounds are expected to be announced in the December quarter 2020. Figure 12: 3D view of the Myhree-Boundary Corridor showing current Resources and preliminary (2019) optimised pit shells. Drilling displaying intercepts above 0.5 g/t Au.21 19 Refer ASX announcement 10 October 2019 20 Refer ASX announcement 31 March 2020 21 Refer ASX announcement 23 September 2019 16 ANNUAL REPORT 2020 MINERAL RESOURCES AND ORE RESERVES STATEMENT 2020 MINERAL RESOURCES & ORE RESERVES STATEMENT (BC8: 100%) MINERAL RESOURCE STATEMENT AS AT 10 OCTOBER 2020 Black Cat Syndicate’s total Measured, Indicated, and Inferred Mineral Resources at 10 October 2020 are 11.8 million tonnes (Mt) @ 2.3 grams per tonne of gold (g/t Au) containing 884,000 ounces of gold (oz) (refer to Error! Reference source not found. and Table 2). Mineral Resources have been routinely reported throughout the year, with the previously reported annual Mineral Resource at 30 September 2019 of 2.6Mt @ 2.4 g/t Au containing 206,000 oz. Table 1: Total Mineral Resources as at 30 September 2019 and 10 October 2020 30 September 2019 10 October 2020 Deposit Tonnes (‘000s) Grade (g/t Au) Metal (‘000s oz) Tonnes (‘000s) Grade (g/t Au) Metal (‘000s oz) Measured Mineral Resources Indicated Mineral Resources Inferred Mineral Resources Total Mineral Resources - 562 2,065 2,627 - 2.6 2.4 2.4 - 47 159 206 13 5,084 6,688 11,784 3.2 2.5 2.2 2.3 1 410 473 884 Key changes to the Mineral Resources statement during FY 2020 were: • • • • Myhree – 30% increase to Myhree (see ASX announcement “Myhree Resource Increases to 155,000 oz @ 3.4 g/t Au”, released 18 February 2020) Trump – 120% increase to Trump (see ASX announcement “Bulong Resource Jumps by 21% to 294,000 oz”, released 31 March 2020) Anomaly 38 – Maiden Resource (see ASX announcement “Bulong Resource Jumps by 21% to 294,000 oz”, released 31 March 2020) Strathfield – Maiden Resource (see ASX announcement “Bulong Resource Jumps by 21% to 294,000 oz”, released 31 March 2020) Since 30 June 2020, Black Cat acquired the Fingals and Rowe’s Find Gold Projects, significantly increasing the Mineral Resource holding (see ASX announcement “Significant Increase in Resources – Strategic Transaction with Silver Lake”, released 28 May 2020). Conversion of acquired Resources from JORC 2004 to JORC 2012 for reporting purposes was also completed (see ASX announcement “JORC 2004 Resources Converted to JORC 2012 Resources” released 10 July 2020). Black Cat also acquired the Trojan deposit (see ASX announcement “Black Cat Acquisition Adds 115,000oz to the Fingals Gold Project”, released 7 October 2020), and released updated Resources for Myhree, Trump, Boundary, and Fingals Fortune (see ASX announcement “Strong Resource Growth incl. 53% Increase at Fingals Fortune”, released 9 October 2020)”. Apart from the changes detailed above, there were no other material changes to the Mineral Resource Statement for the period 30 September 2019 to 10 October 2020. 17 ANNUAL REPORT 2020 MINERAL RESOURCES AND ORE RESERVES STATEMENT (CONTINUED) The current in-situ, drill-defined and developed Resources for Bulong, Fingals and Rowe’s Find are listed below. Table 2 Mineral Resources as at 10 October 2020 Measured Mineral Resource Indicated Mineral Resource Inferred Mineral Resource Total Mineral Resource Deposit Tonnes (‘000s) Grade (g/t Au) Metal (000s oz) Tonnes (‘000s) Grade (g/t Au) Metal (‘000s oz) Tonnes (‘000s) Grade (g/t Au) Metal (‘000s oz) Tonnes (‘000s) Grade (g/t Au) Metal (‘000s oz) BULONG Queen Margaret OP Queen Margaret UG Melbourne United OP Melbourne United UG Boundary OP Boundary UG Trump OP Trump UG Myhree OP Myhree UG Anomaly 38 OP Anomaly 38 UG Strathfield OP Strathfield UG Sub Total FINGALS Majestic OP Majestic UG Imperial OP Imperial UG Fingals Fortune OP Fingals Fortune UG - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Wombola Dam OP 13 3.2 Hammer and Tap OP Trojan OP Sub Total ROWE’S FIND Rowe’s Find OP Sub Total TOTAL MINERAL RESOURCE - - - - 13 3.2 - - - - - - - - - - - - - - - - - - - - - - - - - 1 - - 1 - - 36 2.2 - - - 270 39 61 - 633 191 - - - - - - - 1.9 2.6 2.4 - 3.0 5.0 - - - - 3 - - 0 17 3 5 - 61 31 - - - - 154 72 67 29 227 91 392 225 73 494 295 13 171 13 1,230 3.0 120 2,316 991 682 400 104 157 - 164 - 1,356 3,854 - - 2.0 3.7 2.3 4.3 2.1 - 2.6 - 1.8 2.3 - - 62 80 30 14 11 - 14 - 79 495 294 148 69 1,816 172 120 350 760 290 4,224 - - 148 148 1.7 2.4 2.8 3.0 1.7 2.4 1.9 2.9 1.7 4.0 1.5 11.7 1.7 3.0 2.5 1.6 3.5 1.6 3.0 1.9 2.4 3.0 2.4 1.5 2.0 3.5 3.5 2.2 9 6 6 3 13 7 24 21 4 64 14 5 9 1 190 72 67 29 497 130 453 225 706 685 295 13 171 13 185 3,546 25 33 7 7 1,486 976 548 173 110 1,973 13 12 27 36 172 297 350 2,115 271 8,090 17 17 148 148 473 11,784 1.8 2.4 2.8 3.0 1.9 2.4 2.0 2.9 2.9 4.3 1.5 11.7 1.7 3.0 2.7 1.8 3.6 2.1 3.8 1.9 2.4 2.8 2.4 1.7 2.2 3.5 3.5 2.3 12 6 6 3 30 10 28 21 65 95 14 5 9 1 305 87 113 37 21 121 13 27 27 115 562 17 17 884 13 3.2 1 5,084 2.5 410 6,688 The preceding statements of Mineral Resources conforms to the ‘Australasian Code for Reporting of Exploration Results Mineral Resources and Ore Reserves (JORC Code) 2012 Edition’. All tonnages reported are dry metric tonnes. Minor discrepancies may occur due to rounding to appropriate significant figures. 18 ANNUAL REPORT 2020 MINERAL RESOURCES AND ORE RESERVES STATEMENT (CONTINUED) Notes on Resource table for Bulong, Fingals and Rowe’s Find: 1. 2. 3. 4. 5. Data is rounded to thousands of tonnes and thousands of ounces gold. Discrepancies in totals may occur due to rounding. The Resource estimates are produced in accordance with the 2012 Edition of the Australian Code for Reporting of Mineral Resources and Ore Reserves (the “2012 JORC Code”). All tonnages are reported in dry metric tonnes. Resources have been reported as both open pit and underground with varying cut-offs based off a number of factors discussed in the corresponding Table 1 which can be found with the original ASX announcements for each Resource. The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating for the 2012 JORC compliant Resources are: a. b. c. d. e. f. g. h. i. j. k. l. m. n. Queen Margaret – Black Cat ASX announcement on 18 February 2019 “Robust Maiden Mineral Resource Estimate at Bulong”; Melbourne United – Black Cat ASX announcement on 18 February 2019 “Robust Maiden Mineral Resource Estimate at Bulong”; Boundary – Black Cat ASX announcement on 9 October 2019 “Strong Resource Growth Continues including 53% Increase at Fingals Fortune”; Trump – Black Cat ASX announcement on 9 October 2019 “Strong Resource Growth Continues including 53% Increase at Fingals Fortune”; Myhree – Black Cat ASX announcement on 9 October 2019 “Strong Resource Growth Continues including 53% Increase at Fingals Fortune”; Anomaly 38 – Black Cat ASX announcement on 31 March 2020 “Bulong Resource Jumps by 21% to 294,000oz”; Strathfield – Black Cat ASX announcement on 31 March 2020 “Bulong Resource Jumps by 21% to 294,000oz”; Majestic – Black Cat ASX announcement on 28 May 2020 “Significant Increase in Resources – Strategic Transaction with Silver Lake”; Imperial – Black Cat ASX announcement on 28 May 2020 “Significant Increase in Resources – Strategic Transaction with Silver Lake”; Fingals Fortune – Black Cat ASX announcement on 9 October 2019 “Strong Resource Growth Continues including 53% Increase at Fingals Fortune”; Wombola Dam – Black Cat ASX announcement on 28 May 2020 “Significant Increase in Resources – Strategic Transaction with Silver Lake”; Hammer and Tap – Black Cat ASX announcement on 10 July 2020 “JORC 2004 Resources Converted to JORC 2012 Resources”; Trojan – Black Cat ASX announcement on 7 October 2020 “Black Cat Acquisition Adds 115,000oz to the Fingals Gold Project”; and Rowe’s Find – Black Cat ASX announcement on 10 July 2020 “JORC 2004 Resources Converted to JORC 2012 Resources”. 19 ANNUAL REPORT 2020 MINERAL RESOURCES AND ORE RESERVES STATEMENT (CONTINUED) ORE RESERVES There are no ore reserves stated at either 30 June 2020 or 30 June 2019. Governance Black Cat Syndicate ensures that the Mineral Resource estimates quoted are subject to governance arrangements and internal controls activated at a site and corporate level. All aspects of the Mineral Resource process follow a high level of industry standard practices. Contract RC and diamond drilling is overseen by experienced Black Cat staff, with completed holes subject to downhole gyroscopic survey and collar coordinates surveyed with DGPS. Geological logging and sampling are completed by Black Cat geologists. Black Cat employs field Quality Control (QC) procedures, including addition of standards, blanks and duplicates ahead of assaying which is undertaken using industry standard fire assay at Bureau Veritas laboratories in Kalgoorlie. All drilling information is continually validated and managed by a database consultant. Geological models and wireframes are built using careful geological documentation and interpretations, all of which are validated by peer review. Resource estimation is undertaken by an independent consultant and reported under JORC 2012. Estimation techniques are industry standard and include block modelling using Ordinary Kriging. Application of other parameters including cut off grades, top cuts and classification are all dependent on the style and nature of mineralisation being assessed. No Ore Reserve estimation has been completed or announced to date at the Bulong Gold Project, with the Feasibility Study at Myhree ongoing. Competent Person’s Statement This Mineral Resources Statement as a whole has been approved by Mr Iain Levy. Mr Levy is a holder of shares and options in, and is a full-time employee of, the Company. Mr Levy is a Member of the Australasian Institute of Mining and Metallurgy and has sufficient experience with the style of mineralisation, deposit type under consideration and to the activities undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code). Mr Levy has approved this Mineral Resources and Ore Reserves Statement as a whole and consents to its inclusion in the Annual Report in the form and context in which it appears. In relation to Mineral Resources and Ore Reserves, the Company confirms that all material assumptions and technical parameters that underpin the relevant market announcement continue to apply and have not materially changed. The information in this report that relates to geology and exploration results and planning for all Mineral Resources was compiled by Mr Edward Summerhayes, who is a Member of the AusIMM and an employee and option holder of the Company. Mr Summerhayes has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Summerhayes consents to the inclusion in the report of the matters based on the information in the form and context in which it appears. 20 ANNUAL REPORT 2020 MINERAL RESOURCES AND ORE RESERVES STATEMENT (CONTINUED) The information in this release that relates to the Estimation and Reporting of Mineral Resources for Trump, Myhree, Boundary, Anomaly 38, Strathfield, Imperial, Majestic, Fingals Fortune, Wombola Dam, Hammer and Tap, Trojan, and Rowe’s Find deposits has been compiled by Mr Iain Levy. Mr Levy is a holder of shares and options in, and is a full-time employee of, the Company. Mr Levy is a Member of the Australasian Institute of Mining and Metallurgy and has sufficient experience with the style of mineralisation, deposit type under consideration and to the activities undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code). Mr Levy consents to the inclusion in this report of the contained technical information relating the Mineral Resource Estimation in the form and context in which it appears. The information in this report that relates to the Estimation and Reporting of Mineral Resources for Queen Margaret and Melbourne United deposits has been compiled by Mr Matthew Karl BSc/MSc. Mr Karl is a full- time employee of Mining Plus Pty Ltd and has acted as an independent consultant on the Queen Margaret and Melbourne United Deposits’ Mineral Resource estimation. Mr Karl is a Member of the Australasian Institute of Mining and Metallurgy and of the Australian Institute of Geologists and has sufficient experience with the style of mineralisation, deposit type under consideration and to the activities undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code). Mr Karl consents to the inclusion in this report of the contained technical information relating the Mineral Resource Estimation in the form and context in which it appears. The Company confirms that it is not aware of any new information or data that materially affects the information in the original reports, and that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original reports. 21 ANNUAL REPORT 2020 DIRECTORS’ REPORT The Directors present their report on Black Cat Syndicate Limited (“Black Cat” or “the Company”) and the entity it controlled (“the Group”) at the end of, and during the year ended 30 June 2020. DIRECTORS The names and details of the Directors of Black Cat during the financial year and until the date of this report are: Paul Chapman (Non-Executive Chairman) B.Comm, ACA, Grad Dip Tax, MAICD, MAusIMM (Appointed 4 August 2017) Paul is a chartered accountant with over 30 years’ experience in the resources sector gained in Australia and the United States. Paul has experience across a range of commodity businesses including gold, nickel, uranium, manganese, bauxite/alumina and oil/gas and has held managing director and other senior management roles in public companies. Paul was a founding shareholder/director of the following ASX listed companies: Reliance Mining; Encounter Resources; Rex Minerals and Silver Lake Resources. Paul is currently a director of Encounter Resources (ASX:ENR) and Dreadnought Resources (ASX:DRE) and resigned as non- executive director of Brazilian copper/gold producer Avanco Resources on 10 August 2018 following a successful takeover by OZ Minerals. Gareth Solly (Managing Director) B.Sc (Geology) First Class Honours, Dip. Business (Appointed 1 January 2018) Gareth has 20 years’ mining industry experience covering numerous orebody types in both underground and surface environments with a proven ability in leading mine geology, resource development and near mine exploration teams. This includes 11 years’ senior management experience in roles of Registered Manager, Chief Geologist and Group Geology Manager in organisations including Saracen Gold Mines Limited (ASX:SAR), Silver Lake Resources (ASX:SLR) and Norilsk Nickel. Of particular relevance, Gareth was the Chief Geologist and later Resident Manager at Mount Monger which is similar in many ways to Bulong and involved managing a workforce of approximately 200. Les Davis (Non-Executive Director) M.Sc (Min Econs) (Appointed 4 August 2017) Les has a Master’s Degree in Mineral Economics from Curtin University of Western Australia and over 38 years’ mining industry experience including 17 years’ hands-on experience in mine development and narrow vein mining. Les' career incorporates over 20 years’ senior management and executive experience including roles as Mine Manager, Technical Services Manager, Concentrator Manager, Resident Manager and General Manager Expansion Projects with organisations including WMC Resources, Reliance Mining and Consolidated Minerals and was the founding Managing Director of Silver Lake Resources (ASX:SLR) until his resignation on 22 November 2019 and was a director of Spectrum Metals (ASX:SPX) between 2 February 2019 and 18 March 2020. Alex Hewlett (Non-Executive Director) B.Sc, MAusIMM (Appointed 4 August 2017) Alex has a degree in Earth Science from the University of Western Australia and is a member of the Australian Institute of Mining and Metallurgy. Alex was a director of ASX listed explorer Spectrum Metals (ASX:SPX) until his resignation on 6 May 2020 and was a director of Hammer Metals (ASX:HMX) until 1 October 2018. Alex is currently a director of Wildcat Resources (ASX:WC8) since his appointment on 24 December 2019. 22 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) Tony Polglase (Non-Executive Director) B.Eng (Metallurgy) First Class Honours (Appointed 25 May 2020) Tony has more than 40 years of multi-disciplined mining experience across ten different countries and is qualified in mechanical and electrical engineering with an honours degree in metallurgy. Tony has significant experience in the development and operation of mining projects, having been responsible for, or closely involved with, the commissioning of more than seven mines. Most recently, Tony was a director of Avanco Resources until its acquisition by OZ Minerals for ~$430m. Tony’s operational experience involves both open-pit and underground mines as well as processing and maintenance management. Tony was a director of Metals X (ASX:MLX) between 24 October 2019 and 10 July 2020 and was appointed a director of New World Resources (ASX:NWC) from 17 October 2019. COMPANY SECRETARIES Mark Pitts (Joint Company Secretary) BBus, FCA, GAICD (Appointed 9 November 2017) Mark has over 30 years’ experience in business administration and corporate compliance. Having started his career with KPMG, Mark has worked at a senior management level in a variety of commercial and consulting roles including mining services, healthcare and property development. The majority of the past 15 years’ has been spent working for, or providing services to, publicly listed companies in the junior resources sector. Mark is a registered company auditor and holds a Bachelor of Business Degree from Curtin University, is graduate of the Australian Institute of Company Directors and is a Fellow of Chartered Accountants Australia and New Zealand. Dan Travers (Joint Company Secretary): BSc (Hons), FCCA (Appointed 23 November 2017) Dan is a Fellow of the Association of Chartered Certified Accountants with over 10 years’ experience in the administration and accounting of publicly listed companies following significant public practice experience. Dan holds undergraduate degrees with honours in both Mathematics and Accounting and is an employee of Endeavour Corporate, which specialises in the provision of company secretarial and accounting services to ASX listed entities in the mining and exploration industry. DIRECTORS’ INTERESTS As at the date of this report the Directors’ interests in shares and unlisted options of the Company are as follows: Director Directors’ Interests in Ordinary Shares Directors’ Interests in Unlisted Options P Chapman G Solly L Davis A Hewlett T Polglase 7,766,127 1,377,222 5,098,977 3,150,000 60,450 100,000 1,722,778 750,000 2,610,000 250,000 Included in the Directors’ interests in Unlisted Options, there are 5,432,778 options that are vested and exercisable as at the date of signing this report, subject to other ASX and voluntary restrictions. 23 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) DIRECTORS’ MEETINGS The number of meetings of the Company’s Directors held during the period ended 30 June 2020, and the number of meetings attended by each Director are as follows: Director Board of Directors’ Meetings Eligible to Attend Attended P Chapman G Solly L Davis A Hewlett T Polglase PRINCIPAL ACTIVITIES 8 8 8 8 1 8 8 8 8 1 The principal activity of the Company during the financial period was undertaking mineral exploration and economic studies at the Company’s Bulong Gold Project in Western Australia. There were no significant changes in these activities during the financial period. RESULTS OF OPERATIONS Financial Position and Performance The consolidated net loss after income tax for the financial period was $1,397,501 (2019: $1,131,029). At the end of the financial period the Group had $2,868,148 (2019: $2,708,539) in cash and at call deposits. Capitalised mineral exploration and evaluation expenditure at the end of the financial year was $10,030,732 (2019: $4,592,835). REVIEW OF ACTIVITIES Exploration Activities for the financial period have been primarily focussed at the Company’s Bulong Gold Project (“Bulong”) near Kalgoorlie, Western Australia. whilst undertaking various exploration programs targeting future resource growth and commencing economic studies to assess Bulong’s economic potential. Acquisitions During the financial period the Company entered into agreements to acquire a number of gold projects. The Company completed the acquisition of a joint venture interest in the Balagundi project from Pioneer Resources and the acquisition of a 100% interest in the Black Hills and South Three gold projects. Following the end of the financial period, the Company completed the acquisition of the Fingals and Rowe’s Find projects. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There have been no significant changes in the state of affairs of the Company and Group during or since the end of the financial period other than as stated in this report. 24 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) OPTIONS OVER UNISSUED CAPITAL Unlisted Options As at 30 June 2020 14,492,778 unissued ordinary shares of the Company are under option as follows: Number of Options Granted Exercise Price 11,692,778 400,000 1,450,000 700,000 250,000 $0.20 $0.22 $0.40 $0.60 $0.62 Expiry Date 25 January 2023 31 July 2022 25 June 2023 2 August 2023 18 May 2024 All options on issue at the date of this report are unlisted, vested and exercisable, subject to separate ASX and voluntary restrictions. During the financial period, the Company granted 950,000 options over unissued shares to directors and employees pursuant to shareholder approval and/or the terms and conditions of the Black Cat Syndicate Incentive Option Plan. During the financial period, a total of 5,767,223 options exercisable at $0.20 and expiring 25 January 2023 were exercised into shares. No options were cancelled during the financial period. Since the end of, the financial period: - - - 187,000 options exercisable at $1.20 each and expiring 21 July 2024 have been issued to employees; no options have been cancelled; and 1,726,631 shares have been issued on the exercise of options. Options do not entitle the holder to: - - participate in any share issue of the Company or any other body corporate; and any voting rights until the options are exercised into ordinary shares. ISSUED CAPITAL Ordinary fully paid shares Number of Shares on Issue 2020 87,497,952 2019 69,760,002 Since the end of the financial period the Company has issued 1,726,631 shares at $0.20 on the exercise of options; 8,417,962 shares at a fair value of $0.91 to Silver Lake Resources on the acquisition of gold projects and 12,195,122 shares at $0.82 pursuant to a share placement. DIVIDENDS No dividend has been paid and no dividend is recommended for the financial periods ended 30 June 2020 and 30 June 2019. 25 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD - - - - On 2 July 2020 the Company completed the acquisition of the Fingals and Rowes Find gold exploration projects from Silver Lake Resources by the issue of 8,417,962 shares at a fair value of $0.91. Subsequent to 30 June 2020, the Company has issued 1,726,631 shares on the exercise of options. Subsequent to 30 June 2020, the Company completed the issue of 12,195,122 shares at $0.82 per share to raise $10 million before costs. The Trojan, Slate Dam and Clinker Hill acquisition was completed by a payment of $500,000 in early October 2020. The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has resulted in manageable delays to certain exploration and feasibility study programs, is has not materially financially impacted the Group up to 30 June 2020. It is not practicable to estimate the potential impact, positive or negative, after the reporting date. Other than the above, there has not arisen in the interval between the end of the financial period and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company to affect substantially the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Company expects to maintain exploration programs and studies at its Bulong, Fingals and Rowe’s Find Gold Projects in Western Australia. A commitment to mine development and mill construction is targeted for 2021. Disclosure of any further information has not been included in this report because, in the reasonable opinion of the Directors, to do so would be likely to prejudice the business activities of the Group and is dependent upon the results of the future exploration and evaluation. ENVIRONMENTAL REGULATION AND PERFORMANCE The Group holds various exploration licences to regulate its exploration activities in Australia. These licences include conditions and regulations with respect to the rehabilitation of areas disturbed during the course of its exploration activities. So far as the Directors are aware, all exploration activities have been undertaken in compliance with all relevant environmental regulations. REMUNERATION REPORT (AUDITED) Remuneration paid to Directors and Officers of the Company is set by reference to such payments made by other ASX listed companies of a similar size and operating in the mineral exploration industry. In addition, reference is made to the financial position of the Company and the specific skills and experience of the Directors and Officers. Details of the nature and amount of remuneration of each Director, and other Key Management Personnel if applicable, are disclosed annually in the Company’s Annual Report. Remuneration Committee The Board has adopted a formal Remuneration Committee Charter which provides a framework for the consideration of remuneration matters. The Company does not have a separate Remuneration Committee and as such all remuneration matters are considered by the Board as a whole, with no Member deliberating or considering such matter in respect of their own remuneration. 26 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT (CONTINUED) In the absence of a separate Remuneration Committee, the Board is responsible for: 1. Setting remuneration packages for Executive Directors, Non-Executive Directors and other Key Management Personnel; and 2. Implementing employee incentive and equity based plans and making awards pursuant to those plans. Non-Executive Remuneration The Company’s policy is to remunerate Non-Executive Directors, at rates comparable to other ASX listed companies in the same industry, for their time, commitment and responsibilities. Non-Executive Remuneration is not linked to the performance of the Company, however, to align Directors’ interests with shareholders’ interests, remuneration may be provided to Non-Executive Directors in the form of equity based long term incentives. 1. 2. 3. 4. Fees payable to Non-Executive Directors are set within the aggregate amount approved by shareholders at the Company’s Annual General Meeting; Non-Executive Directors’ fees are payable in the form of cash and superannuation benefits; Non-Executive superannuation benefits are limited to statutory superannuation entitlements; and Participation in equity based remuneration schemes by Non-Executive Directors is subject to consideration and approval by the Company’s shareholders. The maximum Non-Executive Directors’ fees payable in aggregate, are currently set at $350,000 per annum. Executive Director and Other Key Management Personnel Remuneration Executive remuneration consists of base salary, plus other performance incentives to ensure that: 1. 2. Remuneration packages incorporate a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the Company’s circumstances and objectives; and A proportion of remuneration is structured in a manner to link reward to corporate and individual performances. Executives are offered a competitive level of base salary at market rates (based on comparable ASX listed companies) and are reviewed regularly to ensure market competitiveness. To date, the Company has not engaged external remuneration consultants to advise the Board on remuneration matters. Incentive Plans The Company provides long term incentives to Directors and Employees pursuant to the Black Cat Syndicate Incentive Option Plan, which was approved by shareholders on 14 October 2017. The Board, acting in remuneration matters: 1. 2. 3. Ensures that incentive plans are designed around appropriate and realistic performance targets and provide rewards when those targets are achieved; Reviews and approves existing incentive plans established for employees; and Approves the administration of the incentive plans, including receiving recommendations for, and the consideration and approval of grants pursuant to such incentive plans. 27 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT (CONTINUED) Engagement of Non-Executive Directors Non-Executive Directors conduct their duties under the following terms: 1. 2. A Non-Executive Director may resign from his/her position and thus terminate their contract on written notice to the Company; and A Non-Executive Director may, following resolution of the Company’s shareholders, be removed before the expiration of their period of office (if applicable). Payment is made in lieu of any notice period if termination is initiated by the Company, except where termination is initiated for serious misconduct. In consideration of the services provided by Paul Chapman as Non-Executive Chairman, the Company will pay $60,000 inclusive of statutory superannuation per annum. In consideration of the services provided by Les Davis, Tony Polglase and Alex Hewlett as Non-Executive Directors, the Company will pay each $40,000 inclusive of statutory superannuation per annum. Messrs Chapman, Davis, Polglase and Hewlett are also entitled to fees for other amounts as the Board determines where they perform special duties or otherwise perform extra services or make special exertions on behalf of the Company. There were no such fees paid during the financial period ended 30 June 2020. Engagement of Executive Director The Company has entered into an executive service agreement with Gareth Solly in respect of his engagement as Managing Director on the following material terms and conditions: - - is effective for three years from 1 January 2018 and receives a base salary of $250,000 per annum plus statutory superannuation and may also receive an annual short term performance based bonus which may be calculated as a percentage of current base salary, the performance criteria, assessment and timing of which is negotiated annually with the Non-Executive Directors; and subject to shareholder approval, may participate in the Black Cat Syndicate Incentive Option Plan and other long term incentive plans adopted by the Board. The Managing Director’s base salary was increased to $250,000 per annum, plus statutory superannuation following a review of executive remuneration, effective 1 July 2019. There were no other amendments to his executive service agreement. Short Term Incentive Payments Non-Executive Directors set the Key Performance Indicators (“KPI’s”) for the Executive Director and other senior employees. The KPI’s are chosen to align the reward of the individual Executive to the strategy and performance of the Company. Performance objectives, which may be financial or non-financial, or a combination of both, are weighted when calculating the maximum Short Term Incentives (“STI”) payable to Executives. At the end of the specified measurement period, the Non-Executive Directors will assess the actual performance of the Executives against the set Performance Objectives. The maximum amount of the STI, or a lesser amount depending on actual performance achieved is paid to the Executives as a cash payment. Refer to the Details of Performance Related Remuneration section of this Remuneration Report for specific details of KPI’s set and/or measured during the period. No STI’s are payable to Executives where it is considered that the actual performance has fallen below the minimum requirement. 28 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT (CONTINUED) Shareholding Qualifications The Directors are not required to hold any shares in Black Cat under the terms of the Company’s constitution. However, as shown above, all Directors have chosen to hold interests in Black Cat shares which are subject to ASX and voluntary restrictions. Group Performance In considering the Company’s performance, the Board provides the following indices in respect of the current financial periods and previous financial periods: 2020 $ 2019 $ 2018 $ Profit/(Loss) for the period attributable to shareholders (1,397,501) (1,131,029) (749,702) Closing share price at 30 June 0.81 0.265 0.255 As an exploration company, the Board does not consider the profit/(loss) attributable to shareholders as one of the performance indicators when implementing STI payments. In addition to technical and economic exploration success (including the publication of JORC compliant resources), the Board considers the effective management of safety, environmental and operational matters and the acquisition and consolidation of high quality landholdings, as more appropriate indicators of management performance. Remuneration Disclosures The Key Management Personnel of the Company have been identified as: − − − − − Non-Executive Chairman Managing Director Non-Executive Director Non-Executive Director Non-Executive Director (appointed 25 May 2020) Paul Chapman Gareth Solly Les Davis Alex Hewlett Tony Polglase The details of the remuneration of each member of Key Management Personnel is as follows: Short Term Base Salary $ Short Term Incentive $ Post Employ- ment Superann- uation Contribu- tions $ Other Long Term Value of Options $ Total $ Value of Options as Proportion of Remun- eration 54,795 250,000 36,529 36,529 4,069 - 50,0001 - - - 5,205 23,750 3,471 3,471 - 381,922 50,000 35,897 - - - - 49,370 49,370 60,000 323,750 40,000 40,000 53,439 517,189 - - - - 92.4% 2020 P Chapman G Solly L Davis A Hewlett T Polglase Total 29 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT (CONTINUED) Remuneration Disclosures (Continued) 1 In the table above an amount of $50,000 has been accrued in respect of short-term incentive bonus payable to the Managing Director. This has been settled by the payment of $25,000 in cash in July 2020 and $25,000 paid in the form of unlisted options in September 2020 following shareholder approval. Short Term Base Salary $ Short Term Incentive $ Post Employ- ment Superann- uation Contribu- tions $ Other Long Term Value of Options $ Total $ 2019 P Chapman G Solly L Davis A Hewlett Total 54,795 220,000 36,529 36,529 347,853 - - - - - 5,205 - 60,000 20,900 71,084 311,984 3,471 3,471 35,542 75,542 - 40,000 33,047 106,626 487,526 Value of Options as Proportion of Remun- eration - 22.8% 47.0% - - Details of Performance Related Remuneration During the period, no STI payments were paid to members of Key Management Personnel. During the year ended 30 June 2019, the Company set performance targets relating to STI’s for the 12 months ending 31 December 2019 (2019 STI). There were no STI performance targets set during the prior financial period. Pursuant to the 2019 STI the Managing Director and certain senior employees of the Company may earn up to 40% of their base salary, based on the following parameters (to be measured at 31 December 2019): % 2019 STI Payable 0% 20% 30% 40% Au Resource (Oz’s) <285,000 285,000 to 300,000 300,000 >315,000 Following the end of the financial period, the Company paid a cash short term bonus to the Managing Director of $25,000 and 75,000 options exercisable at $1.20 each and expiring 21 July 2024 pursuant to the 2019 STI. The final STI bonus was determined at the discretion of the Board after re-assessing the original STI performance targets with the evolving strategy of the Company. 30 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT (CONTINUED) Options Granted as Remuneration The following options were issued as remuneration to Key Management Personnel during the period ended 30 June 2020: Number of Options KMP Tony Polglase 250,000 Grant Date 19 May 2020 Expiry Date Exercise Price Volatility Interest Rate Value of Options $ 18 May 2024 $0.62 76% 0.40% $49,370 75,000 options have been issued to Key Management Personnel as remuneration since the end of the financial period, in the form of the 2019 STI bonus to the Managing Director. The fair value of options issued as remuneration is allocated to the relevant vesting period of the options. Options are provided at no cost to the recipients. Exercise of Options Granted as Remuneration During the year, no ordinary shares were issued in respect of the exercise of options previously granted as remuneration to Directors or Key Management Personnel of the Company. Equity Instrument Disclosures Relating to Key Management Personnel Option Holdings Key Management Personnel have the following interests in unlisted options over unissued shares of the Company: Balance at Start of the Period Received During the Period as Remuneration Other Changes During the Period Balance at the End of the Period Vested and Exercisable at the End of the Period Name 2020 P Chapman 2,980,001 1,700,000 2,650,000 2,880,000 - - - - (2,880,001) 100,000 100,000 (52,222) 1,647,778 1,647,7781 (1,250,000) 1,400,000 1,400,0001 (170,000) 2,710,000 2,710,0001 - 250,000 - 250,000 250,000 Balance at Start of the Period Received During the Period as Remuneration Other Changes During the Period Balance at the End of the Period Vested and Exercisable at the End of the Period G Solly L Davis A Hewlett T Polglase Name 2019 P Chapman 2,880,001 - 100,0002 2,980,001 2,980,0011 G Solly L Davis A Hewlett 1,200,000 2,400,000 2,880,000 500,000 250,000 - 31 - - - 1,700,000 1,700,0001 2,650,000 2,650,0001 2,880,000 2,880,0001 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT (CONTINUED) Equity Instrument Disclosures Relating to Key Management Personnel 1 2 All options are subject to voluntary escrow restrictions at the date of this report. Options issued to Tracey Chapman in her capacity as a Company employee. Tracey Chapman is a related party of Paul Chapman. Share Holdings The number of shares in the Company held during the financial period by Key Management Personnel of the Company, including their related parties are set out below. There were no shares granted during the reporting period as compensation. Name 2020 P Chapman G Solly L Davis A Hewlett T Polglase Balance at Start of the Year Received During the Year on Exercise of Options Other Changes During the Year Balance at the End of the Year 4,216,502 2,880,001 425,721 7,522,224 1,325,000 52,222 - 1,377,222 3,000,000 1,250,000 198,977 4,448,977 2,880,000 170,000 - 3,050,000 - - 48,2551 48,255 1 Shares held on appointment as director. Name 2019 P Chapman G Solly L Davis A Hewlett Balance at Start of the Year Received During the Year on Exercise of Options Other Changes During the Year Balance at the End of the Year 3,520,001 1,200,000 2,750,000 2,880,000 - - - - 696,501 125,000 250,000 4,216,502 1,325,000 3,000,000 - 2,880,000 Loans Made to Key Management Personnel No loans were made to Key Management Personnel, including personally related entities during the reporting period. Other Transactions with Key Management Personnel The Group has entered into a two year agreement with Stone Poneys Nominees Pty Ltd, an entity associated with Paul Chapman, in respect of the lease for the Group’s offices. The annual cost of the lease for the 12 months ended 30 June 2020, inclusive of variable outgoings is $26,949, further details of the lease agreement are provided in Note 24B. The lease is considered to be entered into on normal commercial terms. During the period Tracey Chapman, a related party of Paul Chapman, provided administration support services to the Group amounting to $79,148 (2019: $71,138) (inclusive of superannuation). End of Remuneration Report. 32 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) OFFICERS’ INDEMNITIES AND INSURANCE During the year, the Company paid an insurance premium to insure certain officers of the Company. The officers of the Company covered by the insurance policy include the Directors named in this report. The Directors’ and Officers’ Liability insurance provides cover against costs and expenses that may be incurred in defending civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the officers in their capacity as officers of the Company. The insurance policy does not contain details of the premium paid in respect of individual officers of the Company. Disclosure of the nature of the liability cover and the amount of the premium is subject to a confidentiality clause under the insurance policy. The Company has not provided any insurance for an auditor of the Company. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company or Group, or to intervene in any proceedings to which the Company or Group is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company or Group with leave of the Court under Section 237 of the Corporations Act 2001. NON-AUDIT SERVICES During the period, Crowe the Company’s auditor, has not performed any other services in addition to their statutory duties, other than as stated below. Total remuneration paid to auditors during the financial period: Audit and review of the Company’s financial statements Total 2020 $ 2019 $ 21,200 21,200 22,500 22,500 The board considers any non-audit services provided during the year by the auditor and satisfies itself that the provision of any non-audit services during the year by the auditor is compatible with, and does not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: − − all non-audit services are reviewed by the board to ensure they do not impact the impartiality and objectivity of the auditor; and the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they do not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards. 33 ANNUAL REPORT 2020 DIRECTORS’ REPORT (CONTINUED) AUDITOR’S INDEPENDENCE DECLARATION A copy of the Auditor’s Independence Declaration as required under Section 307C of the Corporations Act is set out on the following page. This report is made in accordance with a resolution of the Directors. Dated at Perth this 29th day of September 2020. Gareth Solly Managing Director 34 ANNUAL REPORT 2020 AUDITOR’S INDEPENDENCE DECLARATION 35 ANNUAL REPORT 2020 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Consolidated Year Ended 30 June 2020 $ Year Ended 30 June 2019 $ Note Other income Interest income Total income Employee expenses Employee expenses – share based Employee expenses recharged to exploration Legal and professional Corporate advisory Marketing and promotion Depreciation expense Administration and other expenses Exploration costs not capitalised Profit/(Loss) before income tax Income tax benefit Profit/(Loss) after tax 5 6 6 7 50,000 28,646 78,646 (1,400,659) (214,686) 879,061 (100,931) (125,476) (49,873) (16,313) (219,319) (227,951) 288 25,697 25,985 (685,056) (235,465) 353,105 (90,188) (150,092) (88,801) (10,069) (200,531) (49,917) (1,397,501) (1,131,029) - - (1,397,501) (1,131,029) Other comprehensive income - - Total comprehensive income/(loss) for the year Earnings per share for loss attributable to the ordinary equity holders of the Company (1,397,501) (1,131,029) Basic earnings/(loss) per share Diluted earnings/(loss) per share 28 28 (1.7) (1.7) (1.9) (1.9) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 36 ANNUAL REPORT 2020 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020 Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Property, plant and equipment Capitalised mineral exploration and evaluation expenditure Total non-current assets Total assets Current liabilities Trade and other payables Employee entitlements Total current liabilities Total liabilities Net assets Equity Issued capital Accumulated losses Share based payments reserve Total equity Note 8 9 11 12 14 15 16 18 Consolidated 2020 $ 2019 $ 2,868,148 62,894 2,708,539 62,066 2,931,042 2,770,605 61,968 36,002 10,030,732 4,592,835 10,092,700 4,628,837 13,023,742 7,399,442 897,275 100,184 997,459 997,459 436,900 42,290 479,190 479,190 12,026,283 6,920,252 14,395,187 (3,278,232) 909,328 8,106,341 (1,880,731) 694,642 12,026,283 6,920,252 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 37 ANNUAL REPORT 2020 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Consolidated Accumulated Losses $ Share Based Payments Reserve $ Total $ Issued Capital $ 2019 Balance at the start of the financial period Comprehensive income for the financial period Movement in equity remuneration reserve in respect of options vested Transactions with equity holders in their capacity as equity holders: Shares issued (net of costs) Balance at the end of the financial 5,792,125 (749,702) 459,177 5,501,600 - - 2,314,216 (1,131,029) - (1,131,029) - - 235,465 235,465 - 2,314,216 period 8,106,341 (1,880,731) 694,642 6,920,252 2020 Balance at the start of the financial period Comprehensive income for the financial period Movement in equity remuneration reserve in respect of options vested Transactions with equity holders in their capacity as equity holders: Shares issued (net of costs) Balance at the end of the financial period 8,106,341 (1,880,731) 694,642 6,920,252 - - 6,288,846 (1,397,501) - (1,397,501) - - 214,686 214,686 - 6,288,846 14,395,187 (3,278,232) 909,328 12,026,283 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 38 ANNUAL REPORT 2020 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Cash flows from operating activities Other income Interest received Payments to suppliers and employees Consolidated Year Ended 30 June 2020 $ Year Ended 30 June 2019 $ Note 50,000 31,663 (836,308) - 36,751 (805,790) Net cash used in operating activities 27 (754,645) (769,039) Cash flows from investing activities Payments to acquire exploration assets Payments for exploration and evaluation Proceeds from government drilling grants Payments for plant and equipment (142,465) (4,732,875) 27,726 (42,278) (9,595) (2,816,819) 110,904 - Net cash used in investing activities (4,889,892) (2,715,510) Cash flows from financing activities Proceeds from the issue of shares Payments for share issue costs Net cash from financing activities Net increase/(decrease) in cash held Cash at the beginning of the financial period Cash at the end of the financial period 8 8 6,153,445 (349,299) 2,500,000 (185,784) 5,804,146 2,314,216 159,609 (1,170,333) 2,708,539 3,878,872 2,868,148 2,708,539 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 39 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 1 Summary of Significant Accounting Policies The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied throughout the reporting period, unless otherwise stated. The financial report includes financial statements for the consolidated entity consisting of Black Cat Syndicate Limited and its subsidiary (“the Group”). (a) Basis of Preparation This general purpose financial report has been prepared in accordance with Australian Equivalents to International Financial Reporting Standards (“AIFRS”), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. The financial report is presented in Australian dollars and all values are rounded to the nearest dollar. The separate financial statements of the parent entity have not been presented within this financial report as permitted by the Corporations Act 2001. The financial report of the Group was authorised for issue in accordance with a resolution of Directors on 29 September 2020. Statement of Compliance The consolidated financial report of Black Cat Syndicate Limited complies with Australian Accounting Standards, which include AIFRS, in their entirety. Compliance with AIFRS ensures that the financial report also complies with International Financial Reporting Standards (“IFRS”) in their entirety. Adoption of New and Revised Accounting Standards The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are mandatory for the current reporting period. The adoption of the Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group. New standards and interpretations not yet adopted The AASB has issued new and amended Accounting Standards and Interpretations that have mandatory application date for future reporting periods and which the Group has decided not to early adopt. There are no new standards or interpretations not yet adopted by the Company likely to have a material effect on the financial report. New standards and interpretations recently adopted − AASB 16 Leases AASB 16 Leases replaced existing accounting requirements for leases under AASB 117 Leases. Under AASB 16, the Group accounts for operating leases as a lessee which results in the recognition of a right-of-use (ROU) asset and an associated lease liability on the statement of financial position. The lease liability represents the present value of future lease payments, with the exception of short term and low value leases. An interest expense is recognised on the lease liabilities and a depreciation charge recognised for the ROU assets. The adoption of AASB 16 has not had a material impact on the financial statements of the Company. 40 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 1 Summary of Significant Accounting Policies (continued) (a) Basis of preparation (continued) Reporting Basis and Conventions These financial statements have been prepared under the historical cost convention, and on an accrual basis. Critical Accounting Estimates The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3. Principles of Consolidation The financial statements of subsidiary companies are included in the consolidated financial statements from the date control commences until the date control ceases. The financial statements of subsidiary companies are prepared for the same reporting period as the parent company, using consistent accounting policies. Inter-entity balances resulting from transactions with or between controlled entities are eliminated in full on consolidation. Investments in subsidiary companies are accounted for at cost in the individual financial statements of the Company. (a) Segment Reporting Operating segments are identified and segment information disclosed, where appropriate, on the basis of internal reports reviewed by the Company’s board of directors, being the Group’s Chief Operating Decision Maker, as defined by AASB 8. (b) Revenue Recognition Interest Income Interest income is recognised on a time proportion basis and is recognised as it accrues. (c) Income Tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to the temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary timing differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantially enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. 41 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 1 Summary of Significant Accounting Policies (continued) An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to those timing differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. (d) Leases A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down. 42 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 1 Summary of Significant Accounting Policies (continued) (e) Impairment of Assets Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Non-financial assets, other than goodwill, that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. (f) Cash and Cash Equivalents For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (g) Government Grants Government grants are recognised at fair value where there is reasonable assurance that the grant will be received, and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs they are compensating. Grants relating to assets are deducted from the carrying value of the relevant asset. Amounts receivable from the Australian Tax Office in respect of research and development tax concession claims are recognised in the year in which the claim is lodged with the Australian Tax Office. Amounts receivable are allocated in the financial statements against the corresponding expense or asset in respect of which the research and development concession claim has arisen. (h) Fair Value Estimation The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. (i) Property, Plant and Equipment Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the assets. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. 43 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 1 Summary of Significant Accounting Policies (continued) Depreciation of property, plant and equipment is calculated using the straight line or diminishing value methods to allocate their cost, net of residual values, over their estimated useful lives, as follows: Asset Class Depreciation Rate Field equipment and vehicles Office equipment 20% 33% The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 1(f)). Gains and losses on disposal are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. (j) Mineral Exploration and Evaluation Expenditure Mineral exploration and evaluation expenditure are written off as incurred or accumulated in respect of each identifiable area of interest and capitalised. These costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in respect of which: − − such costs are expected to be recouped through the successful development and exploitation of the area of interest, or alternatively by its sale; or exploration and/or evaluation activities in the area have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in, or in relation to, the area of interest is continuing. In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of reduced value, accumulated costs carried forward are written off in the year in which that assessment is made. 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. Immediate restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are expensed as incurred and treated as exploration and evaluation expenditure. Exploration activities resulting in future obligations in respect of restoration costs result in a provision to be made by capitalising the estimated costs, on a discounted cash basis, of restoration and depreciating over the useful life of the asset. The unwinding of the effect of the discounting on the provision is recorded as a finance cost in the income statement. Farm-in arrangements (in the exploration and evaluation phase) For exploration and evaluation asset acquisitions (farm-in arrangements) in which the Group has made arrangements to fund a portion of the selling partner's (farmer’s) exploration and/or future development expenditures (carried interests), these expenditures are reflected in the financial statements as and when the exploration and development work progresses. Farm-out arrangements (in the exploration and evaluation phase) The Group does not record any expenditure made by the farmee on its account. It also does not recognise any gain or loss on its exploration and evaluation farm-out arrangements but redesignates any costs previously capitalised in relation to the whole interest as relating to the partial interest retained. Monies received pursuant to farm-in agreements are treated as a liability on receipt and until such time as the relevant expenditure is incurred. 44 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 1 Summary of Significant Accounting Policies (continued) (k) Trade and Other Payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and usually paid within 30 days of recognition. (l) Employee Benefits Wages, Salaries and Annual Leave Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Long Service Leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future salaries, experience of employee departures and periods of service. Expected future payments are discounted at the corporate bond rate with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Share Based Payments Share based compensation payments are made available to Directors and employees. The fair value of options granted is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options. The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free rate for the term of the option. A discount is applied, where appropriate, to reflect the non-marketability and non-transferability of unlisted options, as the Black-Scholes option pricing model does not incorporate these factors into its valuation. The fair value of the options granted is adjusted to reflect market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. Upon the exercise of options, the balance of the share based payments reserve relating to those options is transferred to share capital and the proceeds received, net of any directly attributable transaction costs, are credited to share capital. Upon the cancellation of options on expiry of the exercise period, or lapsing of vesting conditions, the balance of the share based payments reserve relating to those options is transferred to accumulated losses. 45 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 1 Summary of Significant Accounting Policies (continued) (m) Issued Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (n) Earnings Per Share (i) Basic earnings per share Basic earnings per share is calculated by dividing the earnings attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (o) Goods and Services Tax (“GST”) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as a part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the taxation authority, are presented as operating cash flow. (p) Financial Instruments Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided. Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off. Financial assets at fair value through profit or loss Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) (ii) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss. 46 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 1 Summary of Significant Accounting Policies (continued) Financial assets at fair value through other comprehensive income Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition. Impairment of financial assets The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12 month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss. (q) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. (r) Current Versus Non-current Classification The Group presents assets and liabilities in the statement of financial position based on a current or non- current classification. An asset is current when it is: − expected to be realized, or intended to be sold or consumed in the Group’s normal operating cycle; − expected to be realized within 12 months after the reporting period; or − cash or a cash equivalents (unless restricted for at least 12 months after the reporting period. A liability is current when it is: − expected to be settled in the Group’s normal operating cycle; − it is due to be settled within 12 months after the reporting date; or − there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other assets and liabilities are classed as non-current. 47 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 2 Financial Risk Management The Group has exposure to a variety of risks arising from its use of financial instruments. This note presents information about the Company’s exposure to the specific risks, and the policies and processes for measuring and managing those risks. The Board of Directors has the overall responsibility for the risk management framework and has adopted a Risk Management Policy. (a) Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from transactions with customers and investments. Trade and Other Receivables The current nature of the business activity of the Group does not result in trading receivables. The receivables that the Group does experience through its normal course of business are short term and the most significant recurring by quantity is receivable from the Australian Taxation Office, the risk of non-recovery of receivables from this source is considered to be negligible. Cash Deposits The Directors believe any risk associated with the use of predominantly only one bank is addressed through the use of at least an A-rated bank as a primary banker and by the holding of a portion of funds on deposit with alternative A-rated institutions. Except for this matter the Group currently has no significant concentrations of credit risk. (b) Liquidity Risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages its liquidity risk by monitoring its cash reserves and forecast spending. Management is cognisant of the future demands for liquid finance resources to finance the Company’s current and future operations, and consideration is given to the liquid assets available to the Company before commitment is made to future expenditure or investment. (c) Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising any return. Interest Rate Risk The Group has significant cash assets which may be susceptible to fluctuations in changes in interest rates. Whilst the Group requires the cash assets to be sufficiently liquid to cover any planned or unforeseen future expenditure, which prevents the cash assets being committed to long term fixed interest arrangements; the Group does mitigate potential interest rate risk by entering into short to medium term fixed interest investments. Foreign Exchange Risk The Group does not have any direct contact with foreign exchange fluctuations other than their effect on the general economy and capital markets. 48 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 3 Critical Accounting Estimates and Judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. Accounting for Capitalised Exploration and Evaluation Expenditure The Group’s accounting policy is stated at Note 1(j). There is some subjectivity involved in the carrying forward as capitalised or writing off to the income statement exploration and evaluation expenditure. Key judgements are applied in determining expenditure directly related to exploration and evaluation activities and allocating overheads between those that are expensed and capitalised Management give due consideration to areas of interest on a regular basis and are confident that decisions to either write off or carry forward such expenditure reflect fairly the prevailing situation. For the year ended 30 June 2020 the Group expensed unallocated and uncapitalised exploration expenditure of $227,951 (2019: $49,917). Accounting for Share Based Payments The values of amounts recognised in respect of share based payments have been estimated based on the fair value of the equity instruments granted. Fair values of options issued are estimated by using an appropriate option pricing model. There are many variables and assumptions used as inputs into the models. If any of these assumptions or estimates were to change this could have a significant effect on the amounts recognised. See Note 17 for details of inputs into option pricing models in respect of options issued during the reporting period. Coronavirus (COVID-19) pandemic Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the Group based on known information. This consideration extends to the nature of the Group’s activities, staffing and geographic regions in which the Group operates. Whilst there has been delays to the certain exploration and feasibility study programs, there does not currently appear to be direct material impact upon the financial statements as at the reporting date as a result of the Coronavirus (COVID-19) pandemic. Note 4 Segment Information The Group has identified its operating segments based on the internal reports that are reviewed and used by the board of directors in assessing performance and determining the allocation of resources. Reportable segments disclosed are based on aggregating operating segments, where the segments have similar characteristics. The Group’s sole activity is mineral exploration and resource development wholly within Australia; therefore it has aggregated all operating segments into the one reportable segment being mineral exploration. The reportable segment is represented by the primary statements forming these financial statements. 49 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 5 Other Income Consolidated Year Ended 30 June 2020 $ Year Ended 30 June 2019 $ 50,000 - 50,000 - 288 288 Operating Activities Cash flow assistance grant Other income Note 6 Loss for the Year Loss Before Income Tax Includes the Following Specific Expenses Depreciation: Motor vehicles and field equipment Office equipment Employee expenses: Wages and salaries Short term incentive bonus1 Non-Executive directors’ fees Superannuation Payroll tax Movement in employee leave liability 13,250 3,063 16,313 951,659 142,804 131,922 102,552 13,829 57,893 1,400,659 8,320 1,749 10,069 470,806 - 127,853 56,882 - 29,455 685,056 1 Accrued short-term incentive bonus for 2019 STI. Settled by the payment of $81,402 cash in July 2020, $36,402 via the issue of options in lieu of cash payment in July 2020 and $25,000 via the issue of options in lieu of cash payment in September 2020 (following shareholder approval). 50 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 7 Income Tax a) Income Tax Expense Current income tax: Current income tax charge (benefit) Current income tax not recognised Deferred income tax: Relating to origination and reversal of timing differences Deferred income tax benefit not recognised Income tax expense/(benefit) reported in the income statement b) Reconciliation of Income Tax Expense to Prima Facie Tax Payable Profit/(Loss) from continuing operations before income tax expense Tax at 27.5% (2019: 27.5%) Tax effect of permanent differences: Non-deductible share based payments Capital raising costs claimed Net deferred tax asset benefit not brought to account Tax (benefit)/expense c) Deferred Tax – Balance Sheet Liabilities Accrued income Capitalised exploration expenditure Assets Revenue losses available to offset against future taxable income Employee provisions Accrued expenses Deductible equity raising costs Consolidated Year Ended 30 June 2020 $ Year Ended 30 June 2019 $ (1,955,011) 1,995,011 (1,033,768) 1,033,768 - - - (387,412) 387,412 - (1,397,501) (384,313) (1,131,029) (311,033) 59,039 (99,539) 424,813 - - (2,379,413) (2,379,413) 2,664,734 27,551 39,271 256,525 2,988,081 64,753 (80,327) 326,607 - (830) (1,006,970) (1,007,800) 1,502,849 11,630 1,375 260,007 1,775,861 Net deferred tax asset not recognised 608,668 768,061 51 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 7 Income Tax (continued) d) Deferred Tax – Income Statement Liabilities Prepaid expenses Capitalised exploration expenditure Assets Deductible equity raising costs Accruals Increase in tax losses carried forward Employee provisions Deferred tax benefit/(expense) movement for the period not recognised 830 (1,372,443) 3,391 (737,971) (3,482) 37,895 1,161,885 15,922 (159,393) 97,900 (16,463) 1,032,776 7,779 387,412 The deferred tax benefit of tax losses not brought to account will only be obtained if: (i) The Company derives future assessable income of a nature and an amount sufficient to enable the benefit from the tax losses to be realised; (ii) The Company continues to comply with the conditions for deductibility imposed by tax legislation; and (iii) No changes in tax legislation adversely affect the Company realising the benefit from the deduction of the losses. All unused tax losses of $9,689,940 (2019: $5,464,904) were incurred by Australian entities. The Company received an allocation pursuant to the Junior Mineral Exploration Incentive (“JMEI”) Scheme for the financial year ended 30 June 2020. Subsequent to the 30 June 2020, the Group undertook a distribution of JMEI credits to qualifying shareholders which resulted in a reduction of unused tax losses by $3,140,544. The Company received a JMEI allocation for the financial year ending 30 June 2021 of $1,664,000. Note 8 Current Assets - Cash and Cash Equivalents Cash at bank and on hand Deposits at call Consolidated 2020 $ 2019 $ 1,068,148 1,800,000 708,539 2,000,000 2,868,148 2,708,539 (a) Reconciliation to Cash at the End of the Year The above figures are reconciled to cash at the end of the financial year as shown in the statement of cash flows as follows: Cash and cash equivalents per statement of cash flows (b) Deposits at Call 2,868,148 2,708,539 Amounts classified as deposits at call are short term deposits depending upon the immediate cash requirements of the Group and earn interest at the respective short term interest rates. (c) Cash Balances Not Available for Use There are no amounts included in cash and cash equivalents above that are pledged as guarantees or otherwise unusable by the Group. 52 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 9 Current Assets – Receivables a) Trade and Other Receivables Other receivables GST recoverable 3,405 59,489 62,894 3,327 58,739 62,066 Details of fair value and exposure to interest risk are included at Note 19. Note 10 Non-Current Assets – Investment in Controlled Entity a) Investment in Controlled Entity Subsidiary Company Country of Incorporation Ownership Interest Black Cat (Bulong) Pty Ltd Australia Black Cat (Bulong) Pty Ltd was incorporated in Western Australia on 4 August 2017. The ultimate controlling party of the group is Black Cat Syndicate Limited. Note 11 Non-Current Assets – Property, Plant and Equipment 2020 100% 2019 100% Cost at the start of the financial year Additions Cost at the end of the financial year Accumulated depreciation at the start of the financial year Depreciation expense for the financial year Accumulated depreciation at the end of the financial year Net book value at the start of the financial year Net book value at the end of the financial year Motor Vehicles and Field Equipment $ Note Office Equipment $ 45,167 35,457 80,624 (12,084) (13,250) (25,334) 33,083 55,290 5,248 6,822 12,070 (2,329) (3,063) (5,392) 2,919 6,678 No items of property, plant and equipment have been pledged as security by the Group. Total $ 50,415 42,279 92,694 (14,413) (16,313) (30,726) 36,002 61,968 53 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 12 Non-Current Assets – Capitalised Mineral Exploration and Evaluation Expenditure In the Exploration and Evaluation Phase Capitalised exploration costs at the start of the period Total acquisition costs for the period (Note 13) Total exploration costs for the period Government drilling grants Total unallocated exploration expensed for the period Consolidated 30 June 2020 $ 30 June 2019 $ 4,592,835 596,700 5,096,874 (27,726) (227,951) 1,869,294 29,965 2,854,397 (110,904) (49,917) Capitalised exploration costs at the end of the period 10,030,732 4,592,835 The recoverability of the carrying amount of the exploration and evaluation assets is dependent upon successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. The capitalised exploration expenditure written off includes expenditure written off on surrender of, or intended surrender of, tenements. Note 13 Acquisition of Exploration Assets During the period the Group completed the acquisition of exploration assets pursuant to various acquisition agreements. Total acquisition costs for the 12 month period amounted to $596,700, which includes various acquisition and application related costs and the following specific transactions: Acquisition of tenements interest in Balagundi JV Acquisition of Black Hills Gold Project Acquisition of South Three Gold Project Acquisition of Fingals and Rowes Find Gold Projects Cash Consideration (incl option fees) Share Based Consideration Total Consideration nil $40,0002 $40,000 $25,000 $30,000 $50,000 $164,7003 $280,0004 $189,700 $310,000 Nil1 $50,0001 1Following the end of the financial period the Company completed the issue of the Fingals and Rowes Find projects by the issue of 8,417,962 shares at a fair value of $0.91 each to Silver Lake Resources Limited. 2 Shares issued at fair value of $0.326 per share to Pioneer Resources Limited. 3 Shares accounted for at fair value of $0.61 per share. 4 Shares accounted for at fair value of $0.70 per share. Note that the shares issued to acquire the Black Hills, South Three, Fingals and Rowe’s Find projects are recognised at fair value as at the date of settlement, which is considered to be the ‘measurement date’ for the purposes of AASB 2. The agreed price determined at the date of entering into the transactions was $0.49 per share. 54 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 14 Current Liabilities – Trade and Other Payables Trade payables and accruals Other payables Consolidated 30 June 2020 $ 30 June 2019 $ 869,791 27,484 897,275 420,773 16,127 436,900 Liabilities are not secured over the assets of the Group. Details of fair value and exposure to interest risk are included at Note 19. Trade payables and accruals includes $142,804 accrued short-term incentive bonuses (refer note 6). Note 15 Employee Entitlements a) Current liabilities Liability for annual leave Note 16 Issued Capital a) Ordinary Shares 100,184 100,184 42,290 42,290 The Company is a public company limited by shares. The Company was incorporated in Perth, Western Australia. The Company’s shares are limited whereby the liability of its members is limited to the amount (if any) unpaid on the shares respectively held by them. Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value. There is no limit to the authorised share capital of the Company. 55 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 16 Issued Capital (continued) 30 June 2020 30 June 2019 Issue Price No $ No $ b) Share Capital Issued share capital c) Share Movements During the Period 87,947,952 14,278,787 69,760,002 8,106,341 Balance at the start of the financial period Share placement Shares issued on exercise of options Shares issued to acquire Balagundi JV Placement shares issued Shares issued to acquire Black Hills Shares issued to acquire South Three Less share issue costs Balance at the end of the financial period - $0.20 $0.20 $0.326 $0.43 $0.61 $0.70 - 69,760,002 8,106,341 57,260,002 5,792,125 - 5,767,223 122,820 11,627,907 270,000 400,000 - 1,153,445 40,000 5,000,000 164,700 280,000 (349,299) - 12,500,000 - - - - - - 87,947,952 14,395,187 69,760,002 2,500,000 - - - - - (185,784) 8,106,341 Refer note 13 for further details regarding the fair value of shares issued to acquire assets. Note 17 Options and Share Based Payments Incentive Option Plan The establishment of the Black Cat Syndicate Limited Directors Incentive Plan (‘the Plan”) was last approved by shareholders of the Company on 14 October 2017. All eligible Directors, executive officers and employees of Black Cat who have been continuously employed by the Company 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 in accordance with the Plan. As at 30 June 2020, 2,800,000 (2019: 1,000,000) options have been issued pursuant to the terms and conditions of the Plan. Other Options As at 30 June 2020, 14,492,778 (2019: 19,310,001) unissued ordinary shares of the Company are under option as follows: Number of Options Granted Exercise Price 11,692,778 400,000 1,450,000 700,000 250,000 $0.20 $0.22 $0.40 $0.60 $0.62 56 Expiry Date 25 January 2023 31 July 2022 25 June 2023 2 August 2023 18 May 2024 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 17 Options and Share Based Payments (continued) All options on issue at 30 June 2020 are vested and exercisable, subject to separate voluntary restrictions. During the year ended 30 June 2020 the Company issued 950,000 options over unissued shares to directors and employees (2019: 1,850,000). During the financial period a total of 5,767,223 options exercisable at $0.20 and expiring 25 January 2023 were exercised into shares. No options were cancelled during the financial year. Since the end of, the financial period; - - - 187,000 options exercisable at $1.20 each and expiring 21 July 2024 have been issued to employees; no options have been cancelled; and 1,726,631 shares have been issued on the exercise of options. Options do not entitle the holder to: - - participate in any share issue of the Company or any other body corporate; and any voting rights until the options are exercised into ordinary shares. Reconciliation of Movement of Options Over Unissued Shares During the Period Including Weighted Average Exercise Price (“WAEP”) Options outstanding at the start of the period Options issued during the period Options exercised or cancelled during the period Options outstanding at the end of the period Weighted Average Contractual Life 2020 No WAEP (cents) 2019 No WAEP (cents) 19,310,001 950,000 21.54 60.5 17,460,001 1,850,000 20.0 36.11 (5,767,223) (20.0) - - 14,492,778 24.7 19,310,001 21.54 The weighted average contractual life for un-exercised options is 32 months (2019: 43 months). Basis and Assumptions Used in the Valuation of Options The 950,000 options issued as remuneration during the financial year were valued using the Black-Scholes option valuation methodology: Date Granted 21 Aug 19 19 May 20 Number of Options Granted Exercise Price (cents) 700,000 250,000 60 62 Expiry Date 2 Aug 23 18 May 24 Risk Free Interest Rate Used Volatility Applied Value of Options 0.69% 0.40% 82% 76% $165,316 $49,370 57 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 18 Reserves and Accumulated Losses Consolidated 2020 2019 Accumulated Losses $ Equity Remuneration Reserve (i) $ Accumulated Losses $ Equity Remuneration Reserve (i) $ Balance at the beginning of the year Profit/(Loss) for the period Movement in equity remuneration reserve in respect of options issued (1,880,731) (1,397,501) 694,642 (749,702) (1,131,029) 459,177 - - 214,686 - 235,465 Balance at the end of the year (3,278,232) 909,328 (1,880,731) 694,642 (i) The equity remuneration reserve is used to recognise the fair value of options issued and vested but not exercised. Note 19 Financial Instruments Credit Risk The Directors do not consider that the Group’s financial assets are subject to anything more than a negligible level of credit risk, and as such no disclosures are made, Note 2(a). Impairment Losses The Directors do not consider that any of the Group’s financial assets are subject to impairment at the reporting date. No impairment expense or reversal of impairment charge has occurred during the reporting period. Interest Rate Risk At the reporting date the interest profile of the Group’s interest-bearing financial instruments was: Variable rate instruments Cash and cash equivalents 2020 $ 2019 $ 2,868,148 2,708,539 58 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 19 Financial Instruments (continued) Cash Flow Sensitivity Analysis for Variable Rate Instruments A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant. 2020 Variable rate instruments 2019 Variable rate instruments Profit or loss Equity 1% Increase 1% Decrease 1% Increase 1% Decrease 28,681 (28,681) 28,681 (28,681) 27,085 (27,085) 27,085 (27,085) Liquidity Risk The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements, Note 2(b): Consolidated Carrying Amount $ Contractual Cash Flows $ < 6 Months $ 6-12 Months $ 1-2 Years $ 2-5 Years $ > 5 Years $ 2020 Trade and other payables 2019 Trade and other 726,987 726,987 726,987 726,987 726,987 726,987 payables 420,773 420,773 420,773 420,773 420,773 420,773 Fair Values - - - - - - - - - - - - - - - - Fair values versus carrying amounts The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet are as follows: Consolidated 2020 2019 Carrying Amount $ Fair Value $ Carrying Amount $ Fair Value $ Cash and cash equivalents Trade and other payables 2,868,148 (726,987) 2,868,148 (726,987) 2,708,539 (420,773) 2,708,539 (420,773) The Group’s policy for recognition of fair values is disclosed at Note 1(h). 2,141,161 2,141,161 2,287,766 2,287,766 59 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 20 Dividends No dividends were paid or proposed during the financial years ended 30 June 2019 or 30 June 2020. The Company has no franking credits available as at 30 June 2019 or 30 June 2020. Note 21 Key Management Personnel Disclosures (a) Directors and Key Management Personnel The following persons were directors of Black Cat during the financial year: (i) Chairman – Non-Executive Paul Chapman Executive Director (ii) Gareth Solly, Managing Director (iii) Non-Executive Directors Les Davis Alex Hewlett Tony Polglase (appointed 25 May 2020) There were no other persons employed by or contracted to the Company during the financial year, having responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly. (b) Key Management Personnel Compensation A summary of total compensation paid to Key Management Personnel during the year is as follows: Total short-term employment benefits1 Total share based payments Total post-employment benefits Year Ended 30 June 2020 $ Year Ended 30 June 2019 $ 431,922 49,370 35,897 347,853 106,626 33,047 517,189 487,526 1 Includes $50,000 accrued 2019 STI bonus payable to the Managing Director at 30 June 2020. (c) Other Transactions with Key Management Personnel The Group has entered into a two year agreement with Stone Poneys Nominees Pty Ltd, an entity associated with Paul Chapman, in respect of the lease for the Group’s offices. The annual cost of the lease for the 12 months ended 30 June 2020, inclusive of variable outgoings is $26,949, further details of the lease agreement are provided in Note 24B. The lease is considered to be entered into on normal commercial terms. During the period Tracey Chapman, a related party of Paul Chapman, provided administration support services to the Group amounting to $79,148 (2019: $71,138) (inclusive of superannuation). 60 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 22 Remuneration of Auditors Audit and review of the Company’s financial statements Total Note 23 Contingencies (i) Contingent Liabilities Year Ended 30 June 2020 $ Year Ended 30 June 2019 $ 21,200 21,200 22,500 22,500 There were no material contingent liabilities not provided for in the financial statements of the Group as at 30 June 2019 and 30 June 2020 other than: Royalties The Group may be subject to a 1% gross revenue royalty in respect of minerals produced from the following tenements: E25/499, E25/512, E27/532, P25/2287, P25/2288, P25/2293, P25/2377 and P25/2378. The Group is subject to a 1% net smelter royalty in respect of minerals produced from the following tenements: E25/594, P25/2685 and P25/2323. The Group is subject to a 1.5% gross royalty in respect of minerals produced from the following tenements: P25/2324, P25/2325, P25/2326, P25/2327, P25/2328, P25/2331, P25/2357, P25/2358, P25/4117, P25/4118, P25/4118, P25/4119 and P25/4122. In addition, there may be other historical agreements relating to certain other tenements of the Group, which may, or may not, create an obligation on the Group to pay royalties on some or all minerals derived from some tenements upon commencement of production. Native Title and Aboriginal Heritage Native title claims have been made with respect to certain areas which include tenements in which the Group has an interest. The Group is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the Group or its projects. Agreement is being or has been reached with various native title claimants in relation to Aboriginal Heritage issues regarding certain areas in which the Group has an interest. (ii) Contingent Assets There were no material contingent assets as at 30 June 2019 or 30 June 2020. 61 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 24 Commitments (a) Exploration The Group has certain obligations to perform minimum exploration work on mineral leases held. These obligations may be varied as a result of renegotiations of the terms of the exploration licences or their relinquishment. The minimum exploration obligations are less than the normal level of exploration expected to be undertaken by the Group. As at balance date, total exploration expenditure commitments on tenements held by the Group have not been provided for in the financial statements and which cover the following 12 month period amount to $417,840 (2019: $298,880). (b) Lease Commitments The Company has no material lease commitments (c) Contractual Commitments There are no material contractual commitments as at 30 June 2019 or 30 June 2020 not otherwise disclosed in the Financial Statements. Note 25 Related Party Transactions Transactions with Directors during the period are disclosed at Note 21 – Key Management Personnel. There are no other related party transactions, other than those already disclosed elsewhere in this financial report. Note 26 Events Occurring After the Balance Sheet Date - - - - On 1 July 2020 the Company completed the acquisition of the Fingals and Rowes Find gold exploration projects from Silver Lake Resources Limited by the issue of 8,417,962 shares at a fair value of $0.91. Subsequent to 30 June 2020 the Company has issued 1,726,631 shares on the exercise of options. Subsequent to 30 June 2020 the Company completed the issue of 12,195,122 shares at $0.82 per share to raise $10 million before costs. Trojan The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has resulted in manageable delays to certain exploration and feasibility study programs, is has not materially financially impacted the Group up to 30 June 2020. It is not practicable to estimate the potential impact, positive or negative, after the reporting date. Other than the above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company to affect substantially the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years. 62 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 27 Reconciliation of Loss After Tax to Net Cash Inflow from Operating Activities Profit/(Loss) from ordinary activities after income tax Depreciation Exploration cost written off and expensed Share based payments Movement in assets and liabilities: (Increase)/decrease in receivables (Increase)/decrease in accrued income Increase/(decrease) in payables Increase/(decrease) in employee leave liabilities Consolidated Year Ended 30 June 2020 $ Year Ended 30 June 2019 $ (1,397,501) 16,313 227,951 214,686 (1,131,029) 10,069 49,917 235,465 (3,245) 3,017 126,151 57,983 (7,839) 11,054 33,869 29,455 Net cash outflow from operating activities (754,645) (769,039) Non-Cash Investing and Financing Activities During the financial period the Company issued shares in part consideration for the acquisition of exploration assets as follows; 122,820 shares ($40,000) to acquire an interest in the Balagundi JV tenements, 270,000 shares ($164,700) to acquire the Black Hills gold project and 400,000 shares ($280,000) to acquire the South Three gold project. Refer note 13 for further details regarding project acquisitions. Note 28 Earnings Per Share a) Basic Earnings Per Share Loss per share attributable to ordinary equity holders of the Company b) Diluted Earnings Per Share Loss per share attributable to ordinary equity holders of the Company Consolidated Year Ended 30 June 2020 Year Ended 30 June 2019 Cents Cents (1.7) (1.9) (1.7) (1.9) 63 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 28 Earnings Per Share (continued) Consolidated Year Ended 30 June 2020 Year Ended 30 June 2019 $ $ (1,397,501) (1,131,029) No. No. 81,025,427 58,985,139 81,025,427 58,985,1398 30 June 2020 $ 30 June 2019 $ 2,728,480 9,656,443 12,384,923 2,701,073 4,288,330 6,989,403 358,640 - 358,640 69,151 - 69,151 12,026,283 6,920,252 14,395,187 909,328 (3,278,232) 8,106,341 694,642 (1,880,731) 12,026,283 6,920,252 (1,397,501) - (1,397,501) (1,131,029) - (1,131,029) c) Loss Used in Calculation of Basic and Diluted Loss Per Share Consolidated profit/(loss) after tax from continuing operations d) Weighted Average Number of Shares Used as the Denominator Weighted average number of shares used as the denominator in calculating basic earnings per share Weighted average number of shares used as the denominator in calculating diluted earnings per share Note 29 Parent Entity Information Financial Position Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Non-current liabilities Total Liabilities NET ASSETS Equity Issued Capital Share based payments reserve Accumulated losses TOTAL EQUITY Profit/(Loss) for the year Other comprehensive income Total comprehensive income 64 ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 Note 29 Parent Entity Information (continued) Guarantees Entered into by the Parent Entity in Relation to the Debts of its Subsidiaries No guarantees have been entered into by the parent entity in relation to the debts of its subsidiary company. Contingent Liabilities For full details of contingencies see Note 23. Commitments For full details of commitments see Note 24. 65 ANNUAL REPORT 2020 DIRECTOR’S DECLARATION In the opinion of the Directors of Black Cat Syndicate Limited (“the Company”) (a) the financial statements and notes set out on pages 36 to 65 are in accordance with the Corporations Act 2001, including: (i) (ii) complying with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and give a true and fair view of the financial position as at 30 June 2020 and of the performance for the period ended on that date of the Group. (b) the remuneration disclosures that are contained in the Remuneration Report in the Directors Report comply with Australian Accounting Standard AASB 124 Related Party Disclosures, the Corporations Act 2001 and the Corporations Regulations 2001. (c) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. (d) the financial statements comply with International Financial Reporting Standards as set out in Note 1. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial period ended 30 June 2020. This declaration is made in accordance with a resolution of the Directors. Signed at Perth this 29th day of September 2020. Gareth Solly Managing Director 66 ANNUAL REPORT 2020 INDEPENDENT AUDITORS REPORT 67 ANNUAL REPORT 2020 INDEPENDENT AUDITORS REPORT (CONTINUED) 68 ANNUAL REPORT 2020 INDEPENDENT AUDITORS REPORT (CONTINUED) 69 ANNUAL REPORT 2020 INDEPENDENT AUDITORS REPORT (CONTINUED) 70 ANNUAL REPORT 2020 ASX ADDITIONAL INFORMATION Pursuant to the Listing Requirements of the Australian Securities Exchange, the shareholder information set out below was applicable as at 28 September 2020. A. Distribution of Equity Securities Analysis of numbers of shareholders by size of holding: Ordinary Fully Paid Shares Distribution 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 More than 100,000 Totals Number of shareholders 155 434 259 552 174 1,574 Securities held 85,832 1,160,622 2,056,182 20,198,723 86,786,308 110,287,667 There are 85 shareholders holding less than a marketable parcel of ordinary shares. B. Substantial Shareholders An extract of the Company’s Register of Substantial Shareholders (who hold 5% or more of the issued capital) is set out below: Holder of Relevant Interest Silver Lake Resources Limited Paul Chapman and related parties C. Twenty Largest Shareholders Issued Ordinary Shares Number of shares % of shares 9,482,272 7,766,127 8.60% 7.04% The names of the twenty largest holders of quoted shares are listed below: Shareholder Name Silver Lake Resources Limited Paul Chapman and related parties LB & AF Davis Super Fund Elefantino Pty Ltd Briken Nominees Pty Ltd Sauron Capital Pty Ltd Swanland Investment Limited Bond Street Custodians Limited R W Associates Pty Ltd Philip Crutchfield Nameo Pty Ltd Bald Wingnut Pty Ltd Sandhurst Trustees Ltd Gareth and Fiona Solly Ivanhoe Investments Pty Ltd BT Portfolio Services Limited Chemco Superannuation Fund Pty Ltd Emex (WA) Pty Ltd Ten Goals Pty Ltd Pareto Nominees Pty Ltd Total 71 Ordinary Shares - Quoted Number of shares % of Shares 9,482,272 7,766,127 5,098,977 3,150,000 2,626,430 2,410,800 2,163,600 1,880,000 1,800,000 1,655,638 1,600,000 1,426,786 1,411,736 1,377,222 1,280,000 1,000,000 1,000,000 1,000,000 1,000,000 899,924 50,029,512 8.60% 7.04% 4.62% 2.86% 2.38% 2.19% 1.96% 1.70% 1.63% 1.50% 1.45% 1.29% 1.28% 1.25% 1.16% 0.91% 0.91% 0.91% 0.91% 0.82% 45.36% ANNUAL REPORT 2020 ASX ADDITIONAL INFORMATION (CONTINUED) D. Unquoted Securities Options over Unissued Shares Number of Options 10,166,147 200,000 1,450,000 700,000 250,000 187,000 12,953,147 1 Issued to pre-IPO investors E. Voting Rights Exercise Price $0.20 $0.22 $0.40 $0.60 $0.62 $1.20 Expiry Date 17 Jan 2023 31 Jul 2022 25 Jun 2023 2 Aug 2023 18 May 2024 21 July 2024 Number of Holders 271 1 5 2 1 4 In accordance with the Company’s Constitution, voting rights in respect of ordinary shares are on a show of hands whereby each member present in person or by proxy shall have one vote and upon a poll, each share will have one vote. There are no voting rights in respect of options over unissued shares. F. Restricted Securities There are ordinary fully paid shares on issue which are subject to voluntary escrow agreements as follows: Voluntary escrow to 31 January 2021: • • 12,536,695 Ordinary fully paid shares; and 4,257,778 Unlisted options exercisable at $0.20 and expiring 25 January 2023. Voluntary escrow to 1 July 2021: • 8,417 962 Ordinary fully paid shares. 72 ANNUAL REPORT 2020 SCHEDULE OF TENEMENTS Lease Location Project Name E27/0558 Balagundi BALAGUNDI Area (km2) 40.6 E25/0499 Bulong MOUNT YOULE 9.8 E25/0512 Bulong WOODLINE WEST 10.1 E25/0520 Bulong BULONG 8.3 Status LIVE LIVE LIVE LIVE E25/0594 Bulong HAMPTON HILL 14.7 PENDING E27/0431 Bulong MT. MCLEAY 157.8 E27/0449 Bulong NORTH DAM 10.3 LIVE LIVE E27/0456 Bulong MT MCLEAY 11 PENDING E27/0532 Bulong NORTH DAM E27/0600 Bulong HALFWAY HILL L25/0062 Bulong HAMPTON HILL M25/0024 Bulong BULONG M25/0083 Bulong NEW BULONG M25/0091 Bulong BULONG M25/0129 Bulong NEW BULONG P25/2286 Bulong P25/2287 Bulong P25/2288 Bulong BULONG BULONG BULONG P25/2293 Bulong BULONG NORTH P25/2367 Bulong P25/2368 Bulong P25/2369 Bulong BULONG BULONG BULONG 18.4 41.4 0.3 4.9 0.7 0.8 1.8 1.2 1.4 1 0.5 2 2 1.7 P25/2377 Bulong VIRGIN DAM NORTH 2 P25/2378 Bulong VIRGIN DAM WEST P25/2463 Bulong P25/2478 Bulong P25/2479 Bulong P25/2480 Bulong P25/2481 Bulong P25/2553 Bulong P25/2554 Bulong P25/2624 Bulong P25/2625 Bulong BULONG BULONG BULONG BULONG BULONG BULONG BULONG BULONG BULONG P25/2632 Bulong HAMPTON HILL 1.9 1.4 1.2 1.9 1.8 1.7 1.2 1.2 1.2 1.2 1.2 73 LIVE PENDING PENDING LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE % Interest at Start of Quarter % Interest at End of Quarter 100% 100% 100% 100% 0% 100% 100% 0% 100% 0% 0% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%+ 100% 100% 100% 0% 100% 100% 0% 100% 0% 0% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% ANNUAL REPORT 2020 SCHEDULE OF TENEMENTS (CONTINUED) Lease Location Project Name P25/2648 Bulong HAMPTON P25/2674 Bulong HAMPTON P25/2693 Bulong HAMPTON P25/2694 Bulong HAMPTON P25/2695 Bulong HAMPTON P27/2326 Bulong HAMPTON HILL P27/2327 Bulong HAMPTON HILL P27/2328 Bulong HAMPTON HILL E25/0526 Fingals TROJAN E25/0534 Fingals SLATE DAM E25/0553 Fingals SLATE DAM E25/0556 Fingals SLATE DAM E25/0558 Fingals E25/0568 Fingals E25/0571 Fingals TROJAN TROJAN TROJAN Area (km2) 0.5 0.1 2 2 1.2 1.8 1.8 1.6 16.4 31.8 74.1 58.9 27.5 13.9 24.5 Status LIVE PENDING PENDING PENDING PENDING LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE E26/0226 Fingals HAMPTON 11.8 PENDING L25/0014 Fingals IMPERIAL/MAJESTIC 0.1 L25/0017 Fingals IMPERIAL/MAJESTIC L25/0018 Fingals IMPERIAL/MAJESTIC 0 0 L25/0053 Fingals IMPERIAL/MAJESTIC 0.6 L25/0054 Fingals IMPERIAL/MAJESTIC 0 L26/0162 Fingals FINGALS FORTUNE L26/0262 Fingals FINGALS FORTUNE M25/0104 Fingals TROJAN M25/0117 Fingals FINGALS FORTUNE M25/0136 Fingals FINGALS FORTUNE 0.1 0.2 8.7 3.7 0.8 M25/0350 Fingals IMPERIAL/MAJESTIC 9.9 M25/0360 Fingals IMPERIAL/MAJESTIC 1.3 LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE M25/0364 Fingals IMPERIAL/MAJESTIC 9.9 PENDING M26/0059 Fingals WOMBOLA DAM M26/0148 Fingals FINGALS FORTUNE M26/0197 Fingals FINGALS FORTUNE M26/0248 Fingals FINGALS FORTUNE M26/0278 Fingals HAMMER & TAP LIVE LIVE LIVE LIVE LIVE 0 0.1 0.9 3.5 1.2 74 % Interest at Start of Quarter % Interest at End of Quarter 0% 0% 0% 0% 0% 100% 100% 100% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 100% 0% 0% 0% 0% 100% 100% 100% 0%` 0%` 0%` 0%` 0%` 0%` 0%` 0% 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%` 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* ANNUAL REPORT 2020 SCHEDULE OF TENEMENTS (CONTINUED) Lease Location Project Name Area (km2) Status % Interest at Start of Quarter % Interest at End of Quarter M26/0352 Fingals HAMMER & TAP M26/0357 Fingals FINGALS FORTUNE M26/0364 Fingals FINGALS FORTUNE M26/0406 Fingals FINGALS FORTUNE M26/0409 Fingals FINGALS FORTUNE M26/0417 Fingals FINGALS FORTUNE M26/0437 Fingals HAMMER & TAP M26/0440 Fingals HAMMER & TAP M26/0635 Fingals FINGALS FORTUNE M26/0642 Fingals WOLBOLA DAM M26/0657 Fingals WOMBOLA DAM M26/0683 Fingals WOMBOLA DAM M26/0783 Fingals WOMBOLA DAM M26/0791 Fingals WOMBOLA DAM M26/0802 Fingals WOMBOLA DAM M26/0834 Fingals HAMMER & TAP P2502320 Fingals P2502333 Fingals TROJAN TROJAN 0.3 4.7 1.3 0.1 0.4 0.7 1.2 1.1 0.1 3.9 0.1 2.9 0.3 0 0 0 1.4 0.1 LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE P25/2248 Fingals IMPERIAL/MAJESTIC 1.9 PENDING P25/2249 Fingals IMPERIAL/MAJESTIC 1.9 PENDING P25/2323 Fingals SOUTH THREE P25/2324 Fingals BLACK HILLS P25/2325 Fingals BLACK HILLS P25/2326 Fingals BLACK HILLS P25/2327 Fingals BLACK HILLS P25/2328 Fingals BLACK HILLS P25/2331 Fingals BLACK HILLS P25/2357 Fingals BLACK HILLS P25/2358 Fingals BLACK HILLS P25/2683 Fingals HAMPTON P25/2684 Fingals HAMPTON P25/2685 Fingals HAMPTON P26/3970 Fingals FINGALS FORTUNE P26/4090 Fingals FINGALS FORTUNE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE PENDING PENDING PENDING LIVE LIVE 0.7 1.2 1.2 1.2 1.1 1.4 1.7 2 1.7 1.9 1.8 1.5 0.1 1.9 75 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%* 0%` 0%` 0%* 0%* 0%^ 0%^ 0%^ 0%^ 0%^ 0%^ 0%^ 0%^ 0%^ 0% 0% 0% 0%* 0%* ANNUAL REPORT 2020 SCHEDULE OF TENEMENTS (CONTINUED) Area (km2) Status % Interest at Start of Quarter % Interest at End of Quarter Lease Location Project Name P26/4091 Fingals FINGALS FORTUNE P26/4117 Fingals BLACK HILLS P26/4118 Fingals BLACK HILLS P26/4119 Fingals BLACK HILLS P26/4122 Fingals BLACK HILLS P26/4176 Fingals FINGALS FORTUNE P26/4177 Fingals FINGALS FORTUNE P26/4179 Fingals FINGALS FORTUNE P26/4184 Fingals FINGALS FORTUNE P26/4550 Fingals HAMPTON P26/4551 Fingals HAMPTON P26/4552 Fingals HAMPTON P26/4553 Fingals HAMPTON P26/4554 Fingals HAMPTON P26/4555 Fingals HAMPTON P26/4556 Fingals HAMPTON P26/4557 Fingals HAMPTON P26/4558 Fingals HAMPTON P26/4559 Fingals HAMPTON P26/4560 Fingals HAMPTON P26/4561 Fingals HAMPTON P26/4562 Fingals HAMPTON P26/4573 Fingals MT MONGER P26/4574 Fingals MT MONGER 2 2 1.9 1.9 0.6 2 2 1.6 1.3 1.9 2 1.9 1.7 1.9 2 1.9 2 1.8 0.7 0.1 1.8 1.9 0.1 0.1 LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE LIVE PENDING PENDING PENDING PENDING PENDING PENDING PENDING PENDING PENDING PENDING PENDING PENDING PENDING PENDING PENDING E28/2809 Rowe's Find AVOCA DOWNS 41.2 PENDING M28/0164 Rowe's Find ROWES FIND M28/0370 Rowe's Find ROWES FIND 1.4 0.1 LIVE LIVE 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%* 0%^ 0%^ 0%^ 0%^ 0%* 0%* 0%* 0%* 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%* 0%* + BC8 earning up to 75% as per Farm In and Joint Venture agreement on 25 July 2019. * BC8 acquired through Fingals & Rowe’s Find transaction – announcement 28 May 2020. ^ BC8 acquired through Black Hills and South Three transaction – announcement 29 May 2020. # BC8 acquired through Yarri East transaction – announcement 10 July 2020. ` BC8 acquired (subject to completion) Trojan, Slate Dam and Clinker Hill transaction – announcement 7 October 2020 76