Black Cat Syndicate Limited
ABN 63 620 896 282
ANNUAL REPORT
For the year ended 30 June 2023
TABLE OF CONTENTS
Corporate Directory
Chairperson’s Letter
Review of Operations
Directors’ Report
Auditor’s Independence Declaration
PAGE
3
4-5
7-23
26-40
41
Consolidated Statement of Profit or Loss and Other Comprehensive Income
42
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Audit Report
ASX Additional Information
Tenement Information
43
44
45
46-73
74
75-80
81-83
84-88
ANNUAL REPORT 2 0 23
Page 2 of 88
CORPORATE DIRECTORY
Non-Executive Chair
Managing Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Directors
Paul Chapman
Gareth Solly
Les Davis
Tony Polglase
Philip Crutchfield
Joint Company Secretaries
Mark Pitts
Dan Travers
Principal Office
Level 3, 52 Kings Park Road
WEST PERTH WA 6005
PO Box 184
WEST PERTH WA 6872
T: +61 (0) 458 007 713
Registered Office
Level 3, 52 Kings Park Road
WEST PERTH WA 6005
PO Box 184
WEST PERTH WA 6872
T: +61 (0) 458 007 713
Auditor
Crowe Perth
Level 5, 45 St Georges Terrace
PERTH WA 6000
Share Registry
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
PERTH WA 6000
T: (08) 9323 2000
Securities Exchange Listing
The Company’s shares are quoted on the Australian Securities Exchange.
ASX Code
BC8 – Ordinary shares
Australian Business Number
63 620 896 282
Website
www.bc8.com.au
Company Information
The Company was incorporated and registered under the Corporations Act 2001 in Western Australia.
The Company is domiciled in Australia.
ANNUAL REPORT 2 0 23
Page 3 of 88
CHAIRPERSON’S LETTER
Dear Fellow Shareholder,
We are pleased to present the 2023 Annual Report for Black Cat Syndicate Limited (“Black Cat” or “the
Company”).
The Company’s vision is to be a dominant player in three prolific gold districts – the Paulsens Gold Operation
in the Pilbara (“Paulsens”), the Coyote Gold Operation in the West Tanami (“Coyote”) and the Kal East Project
east of Kalgoorlie (“Kal East”).
A key milestone in this vision is the restart of Paulsens. Our strategy is to use internal cashflow from Paulsens
to fund developments at Coyote and then Kal East. Our robust studies at Paulsens, Coyote and Kal East
emphasise the size of the prize. This strategy requires minimal shareholder funding to build the vision and to
become a 150,000oz pa producer. At even a modest enterprise value per production ounce, Black Cat
substantially rerates.
Our July 2023 Restart Study began to highlight the strong cashflow potential of Paulsens with $81m generated
after tax and all capital. We can and will build on this foundation. Activities are well underway for a revised
Restart Study in November 2023 which is expected to feature: substantially increased production; improved
recoveries; lower upfront capital and even stronger cashflow. Specific workstreams include1:
•
Recovery improvement program: targeting an increase in metallurgical recovery from the July 2023
Restart Study average recovery of ~90% to ~93%.
• Detailed plant assessment: a specialist internal team is undertaking a detailed review of the processing
plant components as part of a risk assessment and cost reduction strategy. Potential savings have
already been identified with a consequent risk reduction. This work is ongoing.
•
Stores review: as part of the acquisition of Paulsens a substantial stores inventory was acquired.
Extensive cataloguing of stores has identified a significant number of high value components available
for use in the plant refurbishment, hence reducing upfront costs. Critical spares such as a girth gear have
also been identified and will reduce life of mine capital expenditure and risk.
• Ore Sorter Trials: ore sorter trials are underway based on the successful experience of the management
team from the Nicholsons Gold Mine. The trials will focus on upgrading development ore as well as low
grade stockpiles.
• Contractor Strategy: as a consequence of the changed scope from the above activities and Black Cat
assuming some activities such as commissioning, the contractor scope will be reduced and repriced.
• Underground wall mapping and sampling: is ongoing at Paulsens and has the potential to increase
production. Multiple mineralised veins were sampled by previous owners during capital development but
never brought into Resource, drilled or mined. Black Cat’s systematic mapping and sampling campaign
has identified numerous previously unsampled areas now confirmed as mineralised. With minimal capital
required, these areas represent walk-up mining opportunities with strong cashflow potential.
• Resource Upgrade: a Resource upgrade based on underground drilling and sampling up to 30
September 2023 will be completed in October 2023.
The November 2023 Restart Study will be a subset of the Internal Operating Plan which will include additional
mining areas that do not meet requirements for public release. This broader plan will provide additional upside
potential that may be realised once operational. A clear example is walk-up mining opportunities at exposed
mineralised veins never brought into Resource.
Some describe Paulsens as a remnant mining opportunity. This is superficial and my view is that Paulsens
will prove to be a cash cow which I believe will produce consistent cash flows over a long period of time. Am I
merely talking my own book or is there more than meets the eye at Paulsens?
Consider the Main Zone which has produced almost 1 million ounces at 1,000oz per vertical metre over 13
years with an average Resource of only 270,000 ounces. Ongoing drilling determines mine life at Paulsens,
not a Resource number at a point in time. We have already substantially extended the Main Zone along and
beyond the decline. The Main Zone is a potential cash cow.
1 ASX announcement 16 October 2023
ANNUAL REPORT 2 0 23
Page 4 of 88
CHAIRPERSON’S LETTER (CONTINUED)
There are plenty of other potential cash cows in the herd though. Paulsens East is ~2.5km long, runs parallel
to the decline, has seen modest mining and has already been extended by our successful high-grade drilling.
The Footwall Gabbro Zone is an area of intense high-grade veining paralleling the decline that has seen
negligible mining, requires only modest access capital and has shown substantial and rapid growth. The 1.5km
long, 3D seismic target underneath the Main Zone is a longer-term target that is aptly called Another Paulsens.
If that is not enough, the surface at Paulsens has barely been scratched. The 2.5km long Belvedere trend has
seen minimal drilling and is already contributing to the mine plan. In addition we have walk up drill targets at
the ~1 km long Pantera and at the near-mine Apollo. Add to this, a forward-facing mix of other metals including
copper and antimony and you begin to understand why there is blue sky everywhere in the Pilbara.
Gold equities came under pressure in 2023 due to a combination of “risk off” factors. Australian dollar gold is
still strong and we remain convinced that owning high-grade gold operations with significant growth potential
will win out.
On funding, the Company announced that it had an attractive $60 million funding package ($45 million equity,
$15 million debt) from Fuyang Mingjin New Energy Development Co., Ltd (“Mingjin”) and Southeast Mingqing
Supply Chain (Fuyang) Co., Ltd (“Southeast Mingqing”). The availability of these funds is subject to a number
of conditions precedent.
At a time of high gold prices, pre-development projects with low initial capital, low operating costs, strong
growth potential and largely installed infrastructure are few and far between. Both Mingjin and Southeast
Mingqing share our vision and we look forward to both companies becoming substantial shareholders in Black
Cat.
In closing, we would like to thank our stakeholders including traditional owners, local communities, employees,
joint venture partners, suppliers and other business partners. We also would take this opportunity to thank our
fellow shareholders for your ongoing support.
Yours sincerely
Paul Chapman
Chair of the board of directors
ANNUAL REPORT 2 0 23
Page 5 of 88
REVIEW OF OPERATIONS
ANNUAL REPORT 2 0 23
Page 6 of 88
REVIEW OF OPERATIONS
OVERVIEW
Black Cat Syndicate Limited (“Black Cat” or “the Company”) performed strongly across all operational areas
during the year and made significant progress towards restarting its low-risk, low-capital Paulsens Gold
Operation.
During the 2023 financial year, Black Cat:
• Completed 46,060m of drilling safely and productively.
• Updated the Paulsens Resource and released initial Reserves in support of the Restart Study2
-
-
3.7X increase in Paulsens Underground Resource since acquisition in June 2022.
Initial Reserves of 87koz @ 4.4g/t
• Updated the Coyote Resource3, confirming Coyote Central Underground as one of the highest-grade
deposits in Australia that remains open in all directions:
-
-
61% increase in Coyote Central Resource to 430koz @ 8.5g/t Au, including the underground
Resource of 356koz @ 14.6g/t Au
Indicated Resources increased 199% from 79koz to 236koz.
• Released economic studies (subsequent to the end of the year) on all three projects showing strong
cashflow generation and low capital requirements to build a multiple operation gold production business:
Operation
Paulsens
Coyote
Kal East
Strategy
Exploration Land Size
~1,250 km2
~820 km2
~1,000 km2
>3,000 km2 – prime discovery
potential
Resources
0.47Moz @ 3.6g/t Au
0.65Moz @ 5.5g/t Au
1.3Moz @ 2.1g/t Au
2.4Moz @ 2.8g/t Au (growing)
Initial Production Targets
136koz @ 4.2g/t Au
200koz @ 3.6g/t Au
302koz @ 1.9g/t Au
Conservative targets with upside
LTI Production Targets2
60-70kozpa
40-50kozpa
50-60kozpa
Grow to 150-180kozpa
Activity/Infrastructure
Refurbish plant
Relocate owned mill &
refurbish
Install owned mill
Dominate 3 prolific gold districts
Pre - Production Max Drawdown
Operating Cashflow (after capital)
$42M
$81M
$80M
$176M
$99M
$168M
Low capital / reduced risk
Strong cashflow >$425m
AISC
$1,892/oz
$1,586/oz
$1,618/oz
Low cost / high margin
• Continued to expand organisational capability through a number of senior management appointments.
•
Significant progress was made on stakeholder engagement activities, most notably with Black Cat
successfully signing new agreements that strengthen the Company’s relationship with the Puutu Kunti
Kurrama People and Pinikura People (“PKKP”).4
At 30 June 2023, key metrics of the company included:
•
•
•
+2.4Moz Resources, including two of the highest-grade deposits in Australia.
Two Installed processing facilities with a third ready to construct.
3,085km2 total landholding in prime gold regions of WA.
• Robust studies on all projects – only 50% of Resources considered so far.
•
•
$8M invested by Directors to date, who together own ~10%.
>$140M estimated infrastructure replacement cost.
2 ASX announcement 10 July 2023
3 ASX announcement 16 January 2023
4 ASX announcement 27 June 2023
ANNUAL REPORT 2 0 23
Page 7 of 88
REVIEW OF OPERATIONS (CONTINUED)
OUR STRATEGY
The Black Cat board of directors are committed to executing the Company’s strategy in a safe and responsible
manner. Black Cat’s three 100% owned operations are:
Paulsens Gold Operation: Paulsens is located 180km west of Paraburdoo in WA. Paulsens consists of an
underground mine, 450ktpa processing facility (the only permitted gold processing facility within 400km radius),
128 person camp, numerous potential open pits and other related infrastructure. The operation is currently on
care and maintenance.
The project contains a combined Resource of 4.1Mt @ 3.6g/t Au for 471koz with high priority targets near mine
that have strong potential for significant Resource growth. The 1,250km2 tenement package is under-explored
with numerous surface anomalies ready for drill testing.
Coyote Gold Operation: Coyote is located in the Tanami region of Western Australia, ~20km on the WA side
of the WA/NT border. Coyote consists of several open pits and an underground mine, 300,000tpa processing
facility, +180-person camp and other related infrastructure. The operation is currently on care and
maintenance.
The project has a current Resource of 3.7Mt @ 5.5g/t Au for 645koz and has numerous near mine targets with
strong potential for Resource growth. The greater project contains significant discovery opportunity with
geochemical, structural and geophysical targets across the 819km2 tenement package.
Kal East Gold Project: Kal East is located <50km east of the world class mining centre of Kalgoorlie, WA.
The Company has approved plans to construct a central processing facility near the Majestic Mining Centre,
~50km east of Kalgoorlie. The 800,000tpa processing facility will be a traditional carbon-in-leach gold plant
which is ideally suited to free milling ores located around Kalgoorlie.
Kal East contains a Resource of 18.8Mt @ 2.1g/t Au for 1,294koz, including an initial Reserve of 3.7Mt @
2.0g/t Au for 243koz. The 1,015km2 tenement package contains numerous untested and undertested
prospects with significant discovery potential.
Key pillars are in place to build a multi-operation gold business and the board has set Key Performance
Indicators (“KPI’s for potential operations) in respect of performance rights issued to its senior leadership team,
as follows:
•
Paulsens Gold Operation Annual sustained production rate of 60,000 to 70,000oz of gold
• Coyote Gold Operation Annual sustained production rate of 40,000 to 50,000oz of gold
•
Kal East Gold Project Annual sustained production rate of 50,000 to 60,000oz of gold
Commensurate with building an organisation to operate three WA projects, several senior positions
commenced during the year, including:
• General Manager (Paulsens) - Mark Davies
• Processing Manager (Paulsens) - Scott Bailey
• Chief Financial Officer - David Lim
ANNUAL REPORT 2 0 23
Page 8 of 88
REVIEW OF OPERATIONS (CONTINUED)
DRILLING ACTIVITIES
Black Cat was active with 46,060m of drilling completed during the year ended 30 June 2023. Drilling focused
on Resource definition and discovery at Coyote Central in support of the Coyote Scoping Study and
underground Resource growth at Paulsens in support of the Restart Study.
Summary of Drilling July 2022 to June 2023
Target
Objective
Coyote
Resource Definition & Discovery
Paulsens
Resource Definition & Discovery
Kal East
Discovery
Total
Mineral Resources at 30 June 2023
# RC
Holes
57
-
-
57
Total RC
(m)
10,104
-
-
10,104
# DD
Holes
Total DD
(m)
13
191
3
207
6,788
28,251
917
35,956
Resources by Project
Tonnes (‘000)
Grade (g/t Au)
Contained (‘000) Oz
Kal East
Coyote
Paulsens
TOTAL
18,836
3,664
4,089
26,589
2.1
5.5
3.6
2.8
1,294
645
471
2,410
ANNUAL REPORT 2 0 23
Page 9 of 88
ANNUAL REPORT 2 0 23
Page 10 of 88
REVIEW OF OPERATIONS (CONTINUED)
PAULSENS GOLD OPERATION
Paulsens is a dewatered, ventilated and well maintained high-grade underground gold mine with a 450ktpa
processing facility and operational camp and infrastructure. Historically ~1Moz has been mined from Paulsens
at 1,000oz per vertical metre, principally from the Main Zone. The current underground Resource is one of the
highest-grade deposits in Australia at 328koz @ 9.9g/t Au. Activities during the year included:
•
28,251m of diamond drilling was completed safely and productively during the year focussed on readily
accessible growth opportunities, including the Gabbro Veins, Main Zone and other near-mine targets.
• Drilling of the Footwall Gabbro Zone focused on infill and extensional drilling into the mine footwall. Drilling
successfully identified mineralisation along ~1km of plunge length in close proximity to the existing
underground infrastructure. The drilling continually and successfully intersected multiple quartz-sulphide
(pyrite+/-chalcopyrite+/-galena) veins within altered Gabbro, with local visible gold. Significant assays
during the year include5:
•
•
•
•
•
•
•
•
•
•
1.61m @ 50.73g/t Au from 64.39m including
•
0.80m @ 100.00g/t Au from 65.20m (PGRD23041)
0.55m @ 73.00g/t Au from 98.48m (PGRD23120)
0.42m @ 40.35g/t Au from 141.23m (PGRD23077)
0.55m @ 36.20g/t Au from 37.30m (PGRD233073)
0.58m @ 20.83g/t Au from 156.07m (PRGD23075)
2.77m @ 7.20g/t Au from 6.00m and
•
2.35m @ 7.63g/t Au from 49.65m (PGRD23030)
2.00m @ 9.46g/t Au from 8.00m (PGRD23035)
0.84m @ 17.90g/t Au from 34.23m (PGRD23036)
1.64m @ 10.23g/t Au from 42.36m (PGRD21124)
5.21m @ 6.27g/t Au from 82.76m (PGRD23010)
•
•
•
Infill drilling at the Main Zone targeted early mining opportunities in the upper, middle and lower parts of
the Main Zone. Numerous high-grade intervals were intersected, consistent with historical results,
including6:
•
•
•
1.70m @ 33.03g/t Au from 49.00m including
•
0.26m @ 197.00g/t Au from 50.24m (PGRD23101)
1.88m @ 13.76g/t Au from 11.65m (PGRD23063)
0.65m @ 54.30g/t Au from 49.65m and
•
1.00m @ 29.50g/t Au from 107.00m (PGRD23027)
The underground Resource was updated on 10 July 2023 to 328koz @ 9.9g/t Au based on the first 7
months of drilling. The growing Resource has increased by a factor of 3.7x since Black Cat acquired
Paulsens.
Subsequent to the end of the Financial Year Black Cat released its Paulsens Restart Study7, the study
outlines the following key metrics:
-
-
-
plans for rapid, low-cost refurbishment of the 450ktpa plant and recommencement of underground
mining.
an initial 3-year mine plan extracting 136koz Au @ 4.2g/t Au with an AISC of $1,892/oz.
Average recovered ounces of 42kozpa with significant potential to increase the production rate.
5 ASX announcements 28 April, 8 May, 23 May and 6 June 2023
6 ASX announcements 17 April and 2 May 2023
7 ASX announcement 10 July 2023
ANNUAL REPORT 2 0 23
Page 11 of 88
REVIEW OF OPERATIONS (CONTINUED)
-
-
-
-
-
-
Underground Ore Reserve of 87koz @ 4.4g/t Au (64% of the production target).
Low risk, with pre-production expenditure of $42.3M (including contingency).
Short payback period of ~14 months.
Revenue of $355.9M with a robust Operating Cashflow (after all capital and after tax) of $81.2M.
Internal Rate of Return (“IRR”) of 75% at a gold price of $2,900/oz.
Rapid restart, with first gold ~6 months from the commencement of process plant refurbishment.
•
After the release of the July Restart Study, drilling intersected a 175m plunge/100m vertical extension to
the Main Zone.8 Paulsens has produced ~1Moz at 1,000oz per vertical metre, principally from the Main
Zone. The 100m vertical extension to the Main Zone has the potential to materially extend mine life and/or
production rates, which has yet to be considered in mine planning activities. Results from the extension
to date include:
•
•
3.37m @ 6.96g/t Au from 111.60m (PGEX23019)
3.04m @ 9.01g/t Au from 121.26m (PGEX23031)
• Regional exploration activities continued with soil samples identifying new targets at High Noon (Cu-Pb-
Zn) and Goldilocks (Cu-Ag-Au), as well as a new Au-Sb anomaly adjacent to Mt Clement.
•
An additional tenement (E08/3621) was applied for and currently is pending grant, covering the historical
Big Sarah Gold Mine which has similarities to Paulsens and has never been drilled.
• Modernised native title and heritage protection agreements were signed during June 2023, strengthening
the relationship with the PKKP Aboriginal Corporation and supporting a potential restart.
Figure 1: Underground mapping activities at Paulsens
8 ASX announcement 17 July 2023
ANNUAL REPORT 2 0 23
Page 12 of 88
REVIEW OF OPERATIONS (CONTINUED)
Paulsens Restart Funding
In late September 2023, an attractive $60m funding package was sourced (subject to completion) to restart
Paulsens and drive the Company’s move into production. The funding package is comprised as follows:
•
•
Equity Placements ($45m): provided in equal amounts by Fuyang City, Anhui Province based
technology and investment group, Fuyang Mingjin New Energy Development Co., Ltd (“Mingjin”) and
Fuyang City, Anhui Province based supply chain management group Southeast Mingqing Supply Chain
(Fuyang) Co., Ltd (“Southeast Mingqing”). The placements will involve the issue of ~200m fully paid
ordinary shares at $0.225 per share, the same price as the recent $8.3m placement. Upon Completion,
each of the parties will become substantial shareholders at ~19.9% each. All shares are subject to
voluntary escrow until 31 March 2027.
Secured Debt Facility ($15m): provided by Mingjin on competitive terms with payments of principal and
interest blended with expected production start-up/cashflow.
The parties have entered into binding agreements for the funding package with completion subject to
conditions which include:
•
•
Foreign Investment Review Board (“FIRB”) and any other Australian regulatory approvals;
Black Cat shareholder approval at a general meeting, planned for late November 2023; and
• Regulatory approvals required by Mingjin and Southeast Mingqing with regard to overseas direct
investment (“ODI”).
Subject to, and post-Completion, the funds will be applied as follows:
• Mar 2023: securing of longer lead time items for the processing plant refurbishment; and
• Mar 2023: payment of deferred amounts of $10M plus interest owing to Northern Star Resources Ltd;
• Mar 2024 - Sep 2024: processing facility and infrastructure refurbishment, underground development, ore
stockpiling and commissioning.
Enhanced Restart Study
Following the securing of the funding package, various workstreams are in progress which will culminate in an
enhanced Restart Study to be released in November 2023 targeting increased production, improved
recoveries, lower upfront capital cost and stronger cashflow. Activities include:
•
Recovery improvement program: targeting an increase in metallurgical recovery from the July 2023
Restart Study average recovery of ~90% to ~93%.
• Detailed plant assessment: a specialist internal team is undertaking a detailed review of the processing
plant components as part of a risk assessment and cost reduction strategy. Potential savings have
already been identified with a consequent risk reduction. This work is ongoing.
•
Stores review: as part of the acquisition of Paulsens a substantial stores inventory was acquired.
Extensive cataloguing of stores has identified a significant number of high value components available
for use in the plant refurbishment, hence reducing upfront costs. Critical spares such as a girth gear have
also been identified and will reduce life of mine capital expenditure and risk.
• Ore Sorter Trials: ore sorter trials are underway based on the successful experience of the management
team from the Nicholsons Gold Mine. The trials will focus on upgrading development ore as well as low
grade stockpiles.
• Contractor Strategy: as a consequence of the changed scope from the above activities and Black Cat
assuming some activities such as commissioning, the contractor scope will be reduced and repriced.
• Underground wall mapping and sampling: is ongoing at Paulsens and has the potential to increase
production. Multiple mineralised veins were sampled by previous owners during capital development but
never brought into Resource, drilled or mined. Black Cat’s systematic mapping and sampling campaign
has identified numerous previously unsampled areas now confirmed as mineralised. With minimal capital
required, these areas represent walk-up mining opportunities with strong cashflow potential.
• Resource Upgrade: a Resource upgrade based on underground drilling and sampling up to 30
September 2023 will be completed in October 2023 prior to the release of the enhanced restart study in
November 2023.
ANNUAL REPORT 2 0 23
Page 13 of 88
REVIEW OF OPERATIONS (CONTINUED)
COYOTE GOLD OPERATION
Coyote, located in the Tanami region of Western Australia, is hosted within a parasitic anticline within the
larger folded Coyote sequence. Gold is hosted both within the fold hinge and the limbs as stratigraphic parallel
gold veins. Veins generally range in scale from 1cm to 10cm, and often form as swarms, frequently hosting
bonanza gold grades. Mineralisation occurs within multiple stratigraphic horizons and is open along strike,
down plunge and at depth.
•
16,892m of diamond and RC drilling was completed during the year focussed on the Axial Core Zone at
Coyote Central and a small program at Bald Hill ~30km north of Coyote Central. The drilling was
successful in significantly extending mineralisation and illustrating the potential within the key Axial Core
Zone. In addition, drilling also intersected a mineralised dolerite intrusion deep in the core of the system,
which represents a future target for shear hosted gold mineralisation.
• High-grade intercepts from RC and diamond drilling include9:
•
•
•
•
•
•
•
•
•
•
•
•
9m @ 19.22g/t Au from 172m (22CYRC0009)
3m @ 29.43g/t Au from 82m (22CYRC0002)
4m @ 17.65g/t Au from 161m (22CYRC007)
6m @ 8.33g/t Au from 152m (22CYRC0008)
1.00m @ 114.00g/t Au from 388.0m (22CYDD0004)
1.28m @ 22.30g/t Au from 438.2m (22CYDD0003a)
2.48m @ 10.35g/t Au from 426.38m (22CYDD0001)
1.20m @ 39.33g/t Au from 400.40m & 1.00m @ 63.70g/t Au from 410.60m (22CYDD009)
6m @ 13.24g/t Au from 278m (22CYRC053A)
3m @ 17.39g/t Au from 2m (22CYRC0019)
1.00m @ 114.00g/t Au from 388.00m (22CYDD004)
1.00m @ 63.70g/t Au from 410.60m (22CYDD009)
•
In January 2023 Black Cat released a Resource update over Coyote Central, key highlights from the
update included10:
-
-
-
Coyote Central Resource increased 61% from 267koz @ 104g/t Au to 430koz @ 8.5g/t Au.
Coyote Central Indicated Resources increased 199% from 79koz @ 10.0 g/t Au to 236koz @ 8.7g/t
Au.
Underground Resource increased to 356koz @ 14.6g/t Au (51% Indicated), making Coyote Central
one of the highest-grade deposits in Australia.
- Open pit Resource of 69koz @ 2.9g/t Au, fully constrained within an optimised pit shell and 80%
Indicated.
•
Subsequent to the end of the financial year Black Cat released its Coyote Scoping Study11, which outlines
the following key metrics:
-
-
-
-
-
Initial mine production target of ~200koz @ 3.6g/t Au, to be mined in the first 5 years of operation.
Average recovered ounces of ~44kozpa, with peak production of ~55kozpa in years 3 and 4, and
significant potential to increase the annual production rate and mine life.
All-in Sustaining Cost (“AISC”) of ~$1,586/oz, in the lower third of Australian gold producers12.
Rapid restart, with first gold ~7 months from the commencement of process facility refurbishment.
Low risk, with pre-production capital of ~$80M, may be funded partly or in full by cashflow generated
from Paulsens.
9 ASX announcements 18 August, 25 August, 9 September, 20 September, 10 October, 19 October, 28 October and 16 December 2022.
10 ASX announcement 16 January 2023
11 ASX announcement 18 July 2023
12 ASX announcement 18 July 2023
ANNUAL REPORT 2 0 23
Page 14 of 88
REVIEW OF OPERATIONS (CONTINUED)
KAL EAST GOLD PROJECT
•
Black Cat continued early-stage exploration and ongoing rehabilitation work at Kal East during the year.
• Discussions continued with a number of parties regarding commercialisation (including toll treatment) of
the Myhree open pit.
•
•
Subsequent to the end of the financial year Black Cat released its Kal East 302koz Study update13. First
released on 3 June 2022 the study was updated to reflect current market conditions.
The Study again demonstrated strong financial returns from the base case Kal East production target:
-
-
-
Initial production target of 302koz @ 1.9g/t Au.
Forecast average gold production of 56kozpa at 0.8Mtpa processing rate over an initial period of 5.5
years.
80% of the production target is high confidence Ore Reserves of 243koz @ 2.0g/t Au.
- Only 46% (8.2Mt @ 2.3g/t Au for 599koz) of current Resources were considered in the Study with a
production target conversion ratio of 50%.
- Maximum cash drawdown including pre-production capital is $94.8M (including contingency).
-
Forecast All-in Sustaining Cost (“AISC”) of $1,618/oz.
- Operating cashflow (after all capital and before tax) of $167.9M ($2,900/oz gold price).
-
Internal Rate of Return (“IRR”) of 44%.
•
A final investment decision for Kal East will occur when construction and accommodation conditions
around Kalgoorlie improve. In the near-term the Company’s will focus on the lower capital cost restart of
the Paulsens Gold Operation.
Figure 2: RC drill rigs at the Kal East Gold Project
13 ASX announcement 14 July 2023
ANNUAL REPORT 2 0 23
Page 15 of 88
REVIEW OF OPERATIONS (CONTINUED)
OUR APPROACH TO RESPONSIBLE OPERATING, NOW AND FOR THE FUTURE
At Black Cat our goal is to do right by our people, our stakeholders, and the wider community, and leave a
positive legacy for future generations. This means that we create value not just through our activities, but
through the responsible management of our Environment, Social, and Governance practices that are
integrated into our operating framework.
During the year Black Cat continued to develop its Environmental and Social Management System (ESMS) as
an integrated Health, Safety, Environment and Stakeholder Management System (“HSESMS”). This
framework supports our vision to become a multi-operation gold mining company creating value and
opportunities for our stakeholders through creative thinking and responsible practises.
ENIVRONMENTAL AND CULTURAL HERITAGE RESPONSIBILITY
We recognise the impact that mining and exploration activities have on the natural environment, so we are
committed to environmental stewardship, and aim to minimise our footprint on the land around us. This includes
being aware of areas of cultural and heritage importance and treating them with sensitivity and respect.
Throughout the year, improvements were made to environmental monitoring programs across all sites
ensuring compliance with environmental studies and environmental approval conditions. To support this we
also established an Obligations Register for each site to ensure consistency in our approach.
Rehabilitation of drilling sites was a focus this year at the Kal East Project, all legacy areas were rehabilitated.
SOCIAL RESPONSIBILITY
We advocate for the safety, health and social wellbeing of our people and the communities in which we operate,
ensuring meaningful engagement with all stakeholders is undertaken.
Safety and Health
There were nil Lost Time Injuries (LTI’s) during the financial year.
During the year the Health Safety Environment Management system was reviewed, and amendments were
completed to ensure compliance with new WA WHS legislation. Key management plans were also
implemented, including:
• Health and Hygiene Management Plan
•
•
Infectious Diseases Management Plan
Injury & Illness Management Plan
Additionally, Operational Readiness work systems were developed and deployed, including:
• Risk registers for each site
•
Permit to Work – Work Permits
• Heat Stress Management
Social Wellbeing
The Company continued to build capability and diversity throughout the organisation. At end of FY2023 women
represented 32% of the full-time positions. The team is culturally diverse with a variety of backgrounds
including England, New Zealand, China, Japan and Indigenous Australia providing a variety of perspectives
promoting creativity and innovation.
Black Cat is committed to creating a positive and inclusive workforce culture where personnel uphold our
values and Code of Conduct, promoting fairness, equality, and respect for all aspects of diversity and an
elimination of unfair treatment and inappropriate behaviour. To support this commitment, activities undertaken
during the year included:
•
•
•
Supporting flexible working arrangements to improve work-life balance for our people.
Appropriate workplace behaviour training.
Implementation of SitePass, an electronic onboarding system that incorporates online inductions. The
new system provides, for all who work directly or indirectly with Black Cat, an introduction to our Code of
Conduct and Responsible Mining Policies.
ANNUAL REPORT 2 0 23
Page 17 of 88
REVIEW OF OPERATIONS (CONTINUED)
• Release of an updated website with vision, values, code of conduct and responsible mining policies.
Stakeholder Engagement
In recognising the importance of stakeholder engagement, discussions continued throughout the year with
various native title owners and Traditional Custodians of the lands.
In June 2023 the Company bolstered its relationship with the Puutu Kunti Kurrama People and Pinikura People
(PKKP)14 by modernising the existing native title and heritage protection agreements. By strengthening the
relationship with the PKKP, Black Cat took another step towards the potential establishment of a long-life
operation at Paulsens and the commencement of regional drilling programs. The PKKP are highly supportive
of a resumption of operations at Paulsens given the strong cultural heritage protections embedded in the
agreements and the regional opportunities that may arise.
Discussions are underway with the Jururru People for exploration activities at Mt Clement.
Consultation was ongoing with Marlinyu Ghoorlie, Maduwongga and Kakarra Part A regarding exploration
activities at Kal East Gold Project.
Discussions continued with the Tjurabalan People at the Coyote Operation to refine the cooperation
agreements that were initiated previous operators.
In addition, extensive consultation throughout the year was held with other key stakeholders including various
government departments (DMIRS, DWER, DPAW), local shires and pastoralists.
GOVERNANCE RESPONSIBILITY
The Company has robust corporate governance measures in place which underpin strict operating practices
across all our business functions. Our aim is to build an open, honest and transparent business, and lead by
example.
Our operating framework sets out the way we do business and promotes high standards of corporate
governance, encompassing all aspects of our business from health and safety, environment, people and
stakeholder management including our investors and business partners.
Throughout the year we continued to integrate our operating framework into all levels of the business and
further development of the Document Management System was undertaken with the addition of key policies
and procedures to compliment the Environmental Management, Integrated Management, Safety Management
and Stakeholder and Heritage Management Systems.
14 ASX announcement 27 June 2023
ANNUAL REPORT 2 0 23
Page 18 of 88
REVIEW OF OPERATIONS (CONTINUED)
MINERAL RESOURCES & ORE RESERVES STATEMENT (BC8: 100%)
Total Measured, Indicated, and Inferred Resources as of 10 July 2023 were 26.6M tonnes @ 2.8g/t Au
containing 2.41Moz. Resources have grown by 21% over the year.
In addition, polymetallic Inferred Resources as of 10 July 2023 were 1.7M tonnes for 1.6kt Cu, 13.9kt Sb,
1,460koz Ag, and 18.7kt Pb.
Total Probable Reserves as of 10 July 2023 were 4.4M tonnes @ 2.4g/t Au containing 330,000oz. Reserves
have grown by 36% over the year.
Table 1: Summary of Resources as of 30 June 2022 and 10 July 2023
Deposit
Measured
Indicated
Inferred
Total Resources
30 June 2022
10 July 2023
Tonnes
(‘000s)
Grade
(g/t Au)
Metal
(‘000s oz)
Tonnes
(‘000s)
Grade
(g/t Au)
Metal
(‘000s oz)
365
11,133
12,957
24,456
5.6
2.5
2.5
2.5
66
881
1,055
2,000
153
10.1
12,131
14,305
26,589
3.0
2.6
2.8
50
1,173
1,188
2,410
Key changes announced to Resources during the year are outlined below:
•
•
•
Total Resources to date 2.4Moz @ 2.8g/t Au over a landholding of 3,085km2
~270% increase in ounces at Paulsens Underground from 89koz to 328koz, including an 87% increase
in Measured and Indicated Resources from 107koz to 200koz15
61% increase in ounces at Coyote Central from 267koz to 430koz, including a 199% increase in Indicated
Resources from 79koz to 236koz16
• Maiden Resource for Mt Clement polymetallic deposit17
Subsequent to the end of the 2023 financial year, Black Cat released an update to the Paulsens underground
Resource on 10 July 2023.
Table 2: Summary of Reserves as of 30 June 2022 and 10 July 2023
Deposit
Proven Reserves
Probable Reserves
Total Resources
30 June 2022
30 June 2023
Tonnes
(‘000s)
Tonnes
(‘000s)
Tonnes
(‘000s)
Tonnes
(‘000s)
Grade
(g/t Au)
Metal
(‘000s oz)
-
3,725
3,725
-
2.0
2.0
-
243
243
-
4,356
4,356
-
2.4
2.4
-
330
330
Key changes announced to Reserves during the year are outlined below:
• Update of study parameters for Kal East to reflect current market conditions18
Subsequent to the end of the 2023 financial year, Black Cat released maiden Ore Reserves for Paulsens Gold
Operation19, containing 87koz @ 4.4g/t Au.
Aside from the changes detailed above, there were no other material changes to Resources or Reserves for
the period from 30 June 2021 to 30 June 2022.
15 ASX announcements 13 February 2023, 10 May 2023, and 10 July 2023
16 ASX announcement 16 January 2023
17 ASX announcement 24 November 2022
18 ASX announcement 14 July 2023
19 ASX announcement 10 July 2023
ANNUAL REPORT 2 0 23
Page 19 of 88
REVIEW OF OPERATIONS (CONTINUED)
Table 3: Detailed Resources as of 10 July 2023
Mining Centre
Measured Resource
Indicated Resource
Inferred Resource
Total Resource
Tonnes
(‘000)
Grade
(g/t Au)
Metal
(‘000 oz)
Tonnes
(‘000)
Grade
(g/t Au)
Metal
(‘000 oz)
Tonnes
(‘000)
Grade
(g/t Au)
Metal
(‘000 oz)
Tonnes
(‘000)
Grade
(g/t Au)
Metal
(‘000 oz)
Kal East
Bulong
Open Pit
Underground
Sub Total
-
-
-
-
-
-
Open Pit
13
3.2
Mt Monger
Underground
Rowes Find
Sub Total
Open Pit
-
-
-
-
-
-
Kal East Resource
13
3.2
Coyote Gold Operation
Open Pit
Coyote Central
Underground
Sub Total
Open Pit
Bald Hill
Underground
Sub Total
Stockpiles
Coyote Resource
Paulsens Gold Operation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Underground
129
11.5
Paulsens
Stockpile
Sub Total
Open Pit
Mt Clement
Underground
Belvedere
Sub Total
Open Pit
Northern Anticline
Open Pit
Electric Dingo
Open Pit
11
140
1.6
10.8
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
-
-
1
-
-
-
-
-
-
-
-
48
1
49
-
-
-
-
-
-
1,000
230
1,230
7,198
1,178
8,375
-
2.7
4.6
3.0
1.8
4.5
2.1
-
86
34
120
407
169
576
-
1,380
937
2,316
6,044
710
6,754
148
9,605
2.3
696
9,219
55
181
236
51
3
54
17
203
516
719
613
513
1,126
-
1.8
3.5
2.5
1.5
4.6
1.8
3.6
2.0
3.0
10.5
8.4
3.2
5.0
4.0
-
79
107
185
291
104
395
17
2,380
1,167
3,546
13,253
1,888
15,142
148
597
18,836
19
175
194
63
82
811
757
1,568
1,174
547
145
1,721
-
375
307
1,845
5.7
339
3,664
152
423
-
-
152
423
-
-
-
13
-
5
1,249
492
1,741
111
523
444
170
3,242
9.4
-
9.4
1.5
0.3
1.2
4.8
1.4
1.2
2.4
128
1,032
-
11
128
1,043
61
5
66
17
24
17
1,249
492
1,741
240
523
542
252
4,089
608
240
849
560
34
594
375
1,818
481
-
481
-
-
-
129
-
98
2.8
23.4
8.7
2.8
2.7
2.8
1.4
5.3
9.8
-
9.8
-
-
-
3.1
-
1.6
7.5
2.1
3.8
2.7
1.6
4.5
2.0
3.6
2.1
2.9
14.6
8.5
3.0
4.8
3.6
1.4
5.5
9.9
1.6
9.8
1.5
0.3
1.2
3.9
1.4
1.3
3.6
164
141
305
699
274
972
17
1,294
75
356
430
114
84
198
17
645
328
1
329
61
5
66
30
24
22
471
Paulsens Resource
140
10.8
49
708
TOTAL Resource
153
10.1
50
12,131
3.0
1,173 14,305
2.6
1,188 26,589
2.8
2,410
Notes on Resources:
1. 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’.
2. All tonnages reported are dry metric tonnes.
3. Data is rounded to thousands of tonnes and thousands of ounces gold. Discrepancies in totals may occur due to rounding.
4. Resources have been reported as both open pit and underground with varying cut-offs based off several factors discussed in the corresponding Table
1 which can be found with the original ASX announcements for each Resource
5. Resources are reported inclusive of any Reserves
6. Paulsens Inferred Resource includes Mt Clement Eastern Zone Au of 7koz @ 0.3g/t Au accounting for lower grades reported
The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating for the 2012 JORC compliant Resources are:
1. Kal East:
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o Wombola Dam – Black Cat ASX announcement on 28 May 2020 “Significant Increase in Resources - Strategic Transaction with Silver Lake”
o
o
Boundary – Black Cat ASX announcement on 9 October 2020 “Strong Resource Growth Continues including 53% Increase at Fingals Fortune”
Trump – Black Cat ASX announcement on 9 October 2020 “Strong Resource Growth Continues including 53% Increase at Fingals Fortune”
Myhree – Black Cat ASX announcement on 9 October 2020 “Strong Resource Growth Continues including 53% Increase at Fingals Fortune”
Strathfield – Black Cat ASX announcement on 31 March 2020 “Bulong Resource Jumps by 21% to 294,000 oz”
Majestic – Black Cat ASX announcement on 25 January 2022 “Majestic Resource Growth and Works Approval Granted”
Sovereign – Black Cat ASX announcement on 11 March 2021 “1 Million Oz in Resource & New Gold Targets”
Imperial – Black Cat ASX announcement on 11 March 2021 “1 Million Oz in Resource & New Gold Targets”
Jones Find – Black Cat ASX announcement 04 March 2022 “Resource Growth Continues at Jones Find”
Crown – Black Cat ASX announcement on 02 September 2021 “Maiden Resources Grow Kal East to 1.2Moz”
Fingals Fortune – Black Cat ASX announcement on 23 November 2021 “Upgraded Resource Delivers More Gold at Fingals Fortune”
Fingals East – Black Cat ASX announcement on 31 May 2021 “Strong Resource Growth Continues at Fingals”.
Trojan – Black Cat ASX announcement on 7 October 2020 “Black Cat Acquisition adds 115,000oz to the Fingals Gold Project”.
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”
Anomaly 38 – Black Cat ASX announcement on 31 March 2020 “Bulong Resource Jumps by 21% to 294,000 oz”
Hammer and Tap – Black Cat ASX announcement on 10 July 2020 “JORC 2004 Resources Converted to JORC 2012 Resources”
Rowe’s Find – Black Cat ASX announcement on 10 July 2020 “JORC 2004 Resources Converted to JORC 2012 Resources”
2. Coyote Gold Operation
ANNUAL REPORT 2 0 23
Page 20 of 88
REVIEW OF OPERATIONS (CONTINUED)
o
o
o
o
o
Coyote OP&UG – Black Cat ASX announcement on 16 January 2022 “Coyote Underground Resource increases to 356koz @ 14.6g/t Au – One
of the highest-grade deposits in Australia”
Sandpiper OP&UG – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed”
Kookaburra OP – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed”
Pebbles OP – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed”
Stockpiles SP (Coyote) – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed”
3. Paulsens Gold Operation:
o
o
o
o
o
o
Paulsens UG – Black Cat ASX announcement on 10 July 2023 “Robust Restart Plan for Paulsens”
Paulsens SP – Black Cat ASX announcement on 19 April 2022 “Funded Acquisition of Coyote & Paulsens Gold Operation - Supporting
Documents”
Belvedere OP – Black Cat ASX announcement on 19 April 2022 “Funded Acquisition of Coyote & Paulsens Gold Operation - Supporting
Documents”
Mt Clement – Black Cat ASX announcement on 24 November 2022 “High-Grade Au-Cu-Sb-Ag-Pb Resource at Paulsens”
Merlin – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed”
Electric Dingo – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed
Table 4: Detailed polymetallic Resources as at 10 July 2023
Deposit
Resource
Category
Tonnes
(,000 t)
Western
Central
Eastern
Total
Inferred
Total
Inferred
Total
Inferred
Total
415
415
532
532
794
794
1,741
Grade
Contained Metal
Au (g/t) Cu (%)
Sb (%) Ag (g/t)
Pb (%) Au (koz) Cu (kt)
Sb (kt) Ag (koz)
Pb (kt)
-
-
-
-
-
-
-
0.4
0.4
-
-
-
-
-
0.2
0.2
-
-
1.7
1.7
-
76.9
76.9
-
-
17.0
17.0
-
-
-
-
-
2.4
2.4
-
*
*
*
*
*
*
*
1.6
1.6
-
-
-
-
1.6
0.7
0.7
-
-
13.2
13.2
13.9
1,026
1,026
-
-
434
434
1,460
-
-
-
-
18.7
18.7
18.7
Notes on Resources:
1. 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’.
2. All tonnages reported are dry metric tonnes.
3. Data is rounded to thousands of tonnes and thousands of ounces/tonnes for copper, antimony, silver, and lead, . Discrepancies in totals may occur due
to rounding.
4. Resources have been reported as both open pit and underground with varying cut-offs based off several factors discussed in the corresponding Table
1 which can be found with the original ASX announcements for each Resource
5. Resources are reported inclusive of any Reserves
6. Gold is reported in the previous table for Mt Clement, and so is not reported here. A total of 66koz of gold is contained within the Mt Clement Resource
The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating for the 2012 JORC compliant Resources are:
1. Paulsens Gold Operation:
o
Mt Clement – Black Cat ASX announcement on 24 November 2022 “High-Grade Au-Cu-Sb-Ag-Pb Resource at Paulsens”
Table 5: Detailed Reserves as at 10 July 2023
Proven Reserve
Probable Reserve
Total Reserve
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)
Kal East
Open Pit
Underground
Kal East Reserve
Paulsens Gold Operation
Underground
Paulsens Reserve
TOTAL Reserves
-
-
-
93
93
93
-
-
-
4.5
4.5
4.5
-
-
-
14
14
14
3,288
437
3,725
537
537
4,262
1.8
3.6
2.0
4.3
4.3
2.3
193
50
243
74
74
3,288
437
3,725
631
631
317
4,356
1.8
3.6
2.0
4.3
4.3
2.4
193
50
243
87
87
330
Notes on Reserve:
1. The preceding statements of Mineral Reserves conforms to the ‘Australasian Code for Reporting of Exploration Results Mineral Resources and Ore
Reserves (JORC Code) 2012 Edition’.
2. All tonnages reported are dry metric tonnes.
3. Data is rounded to thousands of tonnes and thousands of ounces gold. Discrepancies in totals may occur due to rounding.
4. Cut-off Grade:
• Open Pit - The Ore Reserves are based upon an internal cut-off grade greater than or equal to the break-even cut-off grade.
• Underground - The Ore Reserves are based upon an internal cut-off grade greater than the break-even cut-off grade.
5. The commodity price used for the Revenue calculations for Kal East was AUD $2,300 per ounce.
6. The commodity price used for the Revenue calculations for Paulsens was AUD $2,500 per ounce.
7. The Ore Reserves are based upon a State Royalty of 2.5% and a refining charge of 0.2%.
The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating for the 2012 JORC compliant Reserves are:
1. Kal East:
• Black Cat ASX announcement on 14 July 2023 “Kal East 302koz Study Update”
2. Paulsens:
• Black Cat ASX announcement on 10 July 2023 “Robust Restart Plan for Paulsens”
ANNUAL REPORT 2 0 23
Page 21 of 88
REVIEW OF OPERATIONS (CONTINUED)
GOVERNANCE
Black Cat ensures that the Resource estimates quoted are subject to governance arrangements and internal controls
activated at a site and corporate level.
All aspects of the Resource processes follow a high level of industry standard practices. Contract RC and diamond drilling
is overseen by experienced employees, with completed holes subject to downhole gyroscopic survey and collar
coordinates surveyed with RTK GPS. Geological logging and sampling are completed by Black Cat geologists. Field quality
control (QC) procedures are employed, including addition of standards, blanks and duplicates ahead of assaying which is
undertaken using industry standard fire assay at Bureau Veritas laboratories in Kalgoorlie or Perth.
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 qualified employees under the direct supervision of the Competent Person. 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. All Resources are reported under the JORC Code 2012.
All Reserves have been reported from Measured and Indicated Resources only. All Reserves have been generated from
design studies using appropriate cost, geotechnical, slope angle, stope span, dilution, cut-off grade and recovery
parameters. Mining approvals are in place for all Reserve-related projects. A maximum A$2,300/oz gold price has been
used to estimate Reserves and to determine appropriate cut-offs. Mining, milling and additional overhead costs are based
on current tenders for the Reserve operations. Mill recoveries for all Reserve types are based upon metallurgical test work.
COMPETENT PERSONS’ STATEMENTS
The information in this Reserves and Resources Statement is based on and fairly represents information and supporting
documentation prepared by the Competent Persons named in the relevant sections of this report.
This Reserve and Resource Statement as a whole has been approved by Mr Iain Levy. Mr Levy is a holder of shares,
options, and performance rights in, and is a full-time employee of the Company. Mr Levy is a Member of the Australasian
Institute of Mining and Metallurgy and a Member of the AIG with 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 (“2012 JORC
Code”).
The information in this report that relates to all geology, exploration results, planning, and the estimation and reporting of
Resources were compiled by Mr Iain Levy. Mr Levy 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 JORC Code. Mr Levy consents to the inclusion in the report of the matters based on the information in the
form and context in which it appears.
The information in this report that relates to the Open Pit Reserves is based on and fairly represents information compiled
by Mr Alistair Thornton. Mr Thornton is a full-time employee of the Company. Mr Thornton has confirmed that he has read
and understood the requirements of the 2012 JORC Code. Mr Thornton is a Competent Person as defined by the 2012
JORC Code, having more than five years' experience which is relevant to the style of mineralisation and type of deposit
under consideration and to the activity for which he is accepting responsibility. Mr Thornton is a Member of the AusIMM
and consents to the inclusion in the report of the matters based on his information in the form and context in which it
appears.
The information in this report that relates to the Underground Ore Reserves is based on and fairly represents information
compiled by Mr Jake Rovacsek. Mr Rovacsek is a full-time employee of the Company. Mr Rovacsek has confirmed that
he has read and understood the requirements of the 2012 JORC Code. Mr Rovacsek is a Competent Person as defined
by the 2012 JORC Code, having more than five years' experience which is relevant to the style of mineralisation and type
of deposit under consideration and to the activity for which he is accepting responsibility. Mr Rovacsek is a Member of the
AusIMM and consents to the inclusion in the report of the matters based on his information in the form and context in which
it appears.
Where the Company refers to the exploration results, Resources, and Reserves in this report (referencing previous
releases made to the ASX), it confirms that it is not aware of any new information or data that materially affects the
information included in that announcement and all material assumptions and technical parameters underpinning the
Resource and Reserve estimates with that announcement continue to apply and have not materially changed.
The Company confirms that all material assumptions underpinning production targets at Kal East Gold Project, Paulsens
Gold Operation and Coyote Gold Operation or the forecast information derived from the production targets, included in the
original ASX announcements continue to apply and have not materially changed.
KEY RISKS
The Company operates in the minerals industry in Australia and as such is exposed to and manages various
risks typical of operating in that sector pursuant to the principles included in the Company’s Audit and Risk
ANNUAL REPORT 2 0 23
Page 22 of 88
REVIEW OF OPERATIONS (CONTINUED)
Management Committee Charter and Risk Management Policy available here https://bc8.com.au/corporate-
governance/. A summary of the key risks that the Company is exposed to are as follows:
Future capital requirements
Failure to obtain appropriate financing on a timely basis could cause the Company to have an impaired ability
to expend the capital necessary to undertake or complete drilling programs, forfeit its interests in certain
properties, and reduce or terminate its operations entirely. If the Company raises additional funds through the
issue of equity securities, this may result in dilution to the existing shareholders and/or a change of control at
the Company.
Exploration and evaluation
Mineral exploration and development is inherently highly speculative and involves a significant degree of risk.
There is no guarantee that it will be economic to extract these resources or that there will be commercial
opportunities available to monetise these resources.
Title, tenure and land access
The rights to mineral tenements carry with them various obligations which the Company is required to comply
with in order to ensure the continued good standing of the tenement. Failure to meet these requirements could
prejudice the right to maintain title to a given area and result in government or third-party action to forfeit a
tenement or tenements.
Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted
tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of
the relevant mining authority.
In relation to tenements which the Company has an interest in or will in the future acquire such an interest,
there are areas over which legitimate common law native title rights of Aboriginal Australians exist. Where
native title rights exist, the ability to gain access to tenements (through obtaining consent of any relevant
landowner), or to progress from the exploration phase to the development and mining phases of operations
may be adversely affected.
Environmental
The Company’s operations and projects are subject to various health and environmental laws and regulations
of jurisdictions in which it has interests. The Company conducts its activities to a high standard in compliance
with environmental laws.
Sovereign
The Company is subject to political, social, economic and other uncertainties including, but not limited to,
changes in policies or the personnel administering them, foreign exchange restrictions, changes of law
affecting foreign ownership, currency fluctuations, royalties and tax increases.
Mining and processing
The proposed processing activities are subject to inherent risks and are dependent upon a number of
conditions beyond the control of the Company that can affect the costs and production schedules. These risks
and conditions include, but are not limited to: process equipment mechanical failures, adverse weather and
natural disasters, environmental hazards (such as subsidence and excess water ingress), and availability of
adequate skilled employees and other labour relations matters.
Operational
The future operations of the Company may be affected by various factors, including, failure to achieve
predicted grades in exploration and mining, unanticipated metallurgical problems which may affect extraction
costs, and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.
Commodity price
The future financial performance of the Company would be exposed to fluctuations in the price of commodities,
particularly gold. The price of commodities is affected by numerous factors and events that are beyond the
control of the Company. These factors and events include general economic activity, world demand, forward
selling activity as well as general global economic conditions and political trends.
End of Review of Operations
ANNUAL REPORT 2 0 23
Page 23 of 88
Black Cat Syndicate Limited
ABN 63 620 896 282
CONSOLIDATED
FINANCIAL
STATEMENTS
For the year ended 30 June 2023
ANNUAL REPORT 2023
Page 25 of 88
DIRECTORS’ REPORT
The directors of Black Cat Syndicate Limited (“Black Cat” or “the Company”) present the Consolidated
Financial Statements of the Company and its controlled entities (“Group” or “Consolidated Entity”) for the
financial year ended 30 June 2023.
DIRECTORS
The names and particulars of the directors of Black Cat during or since the end of the financial year are:
Paul Chapman (Non-Executive Chair)
B.Comm, ACA, Grad Dip Tax, MAICD, MAusIMM
Appointed 4 August 2017
Mr Chapman is a chartered accountant with over 30 years of experience in the resources sector, gained in
Australia and the United States. Mr Chapman 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 a number of public companies. Mr Chapman was a founding shareholder
and director of the following ASX listed companies: Reliance Mining, Encounter Resources, Rex Minerals and
Silver Lake Resources.
Directorships in listed companies in the 3 years immediately preceding the end of financial year:
Dreadnought Resources Limited
Encounter Resources Limited
Meeka Metals Limited
Sunshine Metals Limited
9 April 2019 - present
7 October 2005 - present
24 May 2022 - present
24 November 2020 - present
Gareth Solly (Managing Director)
B.Sc (Geology) First Class Honours, Dip. Business
Appointed 1 January 2018
Mr Solly has 21 years of mining industry experience, covering numerous orebody types in both underground
and surface environments, and has a proven ability in leading mine geology, resource development and near
mine exploration teams. With 11 years of experience in senior management roles including Registered
Manager, Chief Geologist and Group Geology Manager with organisations including Saracen Gold Mines
Limited, Silver Lake Resources Limited and Norilsk Nickel. Of particular relevance, Mr Solly was Chief
Geologist and later Resident Manager at Mount Monger, which is similar in many ways to the Company’s
Bulong project, and involved managing a workforce of approximately 200.
Directorships in listed companies in the 3 years immediately preceding the end of financial year:
Nil.
Les Davis (Non-Executive Director)
M.Sc (Min Econs)
Appointed 4 August 2017
Mr Davis has a Master’s Degree in Mineral Economics from Curtin University of Western Australia and has
over 45 years of mining industry experience, including 18 years of experience in mine development and narrow
vein mining. Mr Davis' career incorporates more than 21 years in senior management and executive roles,
including mine manager, technical services manager, concentrator manager, resident manager and general
manager expansion projects with organisations including WMC Resources Limited, Reliance Mining Limited
and Consolidated Minerals Limited. Mr Davis was the founding managing director of ASX listed Silver Lake
Resources Limited until his resignation on 22 November 2019.
Directorships in listed companies in the 3 years immediately preceding the end of financial year:
Silver Lake Resources Ltd
Spectrum Metals Limited
Sunshine Gold Limited
25 May 2007 - 22 November 2019
2 February 2019 and 18 March 2020
24 November 2020 - present
Philip Crutchfield (Non-Executive Director)
B. Comm, LL.B (Hons), LL.M LSE
Appointed 6 April 2021
ANNUAL REPORT 2023
Page 26 of 88
DIRECTORS’ REPORT (CONTINUED)
Mr Crutchfield is senior barrister specialising in commercial law, and a former partner of Mallesons Stephen
Jaques (now King & Wood Mallesons).
Mr Crutchfield is currently a non-executive director of Dreadnought Resources Ltd, Encounter Resources
Limited and Hamelin Gold Limited.
Directorships in listed companies in the 3 years immediately preceding the end of financial year:
Applyflow Limited
Dreadnought Resources Ltd
Encounter Resources Limited
Hamelin Gold Limited
Zip Co Limited
17 October 2019 – 31 July 2023
13 September 2022 - present
9 October 2019 - present
31 August 2021 - present
15 December 2015 - 2 March 2021
Tony Polglase (Non-Executive Director)
B.Eng (Hons) First Class Honours
Appointed 25 May 2020
Mr Polglase has more than 45 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. Tony was a director of Avanco
Resources until its acquisition by OZ Minerals Ltd. Tony’s operational experience involves both open-pit and
underground mines, as well as processing and maintenance management.
Mr Polglase is a non-executive director of New World Resources Limited and Bravo Mining Corp.
Directorships in listed companies in the 3 years immediately preceding the end of financial year:
Bravo Mining Corp.
New World Resources Limited
Metals X Limited
17 January 2022 - present
17 October 2019 – present
24 October 2019 – 10 July 2020
DIRECTORS’ INTERESTS
As at the date of this report the directors’ interests in shares and unlisted options of the Company are as
follows:
Director
P Chapman
G Solly
L Davis
P Crutchfield
T Polglase
Ordinary Shares
Unlisted Options
Performance Rights
9,154,687
2,525,000
6,095,977
8,441,026
125,557
-
75,000
-
200,000
250,000
-
1,055,784
-
-
-
Included in the directors’ interests of unlisted options, there are 525,000 options that are vested and
exercisable as at the date of signing this report.
COMPANY SECRETARIES
Mark Pitts (Joint Company Secretary)
BBus, FCA, GAICD
Appointed 9 November 2017
Mr Pitts has over 31 years’ experience in business administration and corporate compliance. Having started
his career with KPMG, Mr Pitts has worked at 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’ of Mr Pitt’s career has been spent working for, or providing services to, publicly listed companies in
the junior resources sector.
ANNUAL REPORT 2023
Page 27 of 88
DIRECTORS’ REPORT (CONTINUED)
Mr Pitts is a registered company auditor and holds a Bachelor of Business Degree from Curtin University,
and is a graduate of the Australian Institute of Company Directors, and Fellow of Chartered Accountants
Australia and New Zealand.
Mr Pitts is joint owner of Endeavour Corporate.
Dan Travers (Joint Company Secretary)
BSc (Hons), FCCA
Appointed 23 November 2017
Mr Travers is a Fellow of the Association of Chartered Certified Accountants, with over 12 years’ experience
in the administration and accounting function for publicly listed companies following significant public practice
experience. Mr Travers holds undergraduate degrees with honours in both Mathematics and Accounting.
Mr Travers is an employee of Endeavour Corporate.
DIRECTORS’ MEETINGS
The number of meetings of the Company’s directors held during the period ended 30 June 2023, and the
number of meetings attended by each director are as follows:
Board and Committee Meetings
Board
Audit and Risk
Committee
Remuneration and
Nomination Committee
Eligible to
Attend
Attended
Eligible to
Attend
Attended
Eligible to
Attended
Attended
13
13
13
13
13
13
13
13
12
13
-
-
3
3
3
-
-
3
2
3
-
-
-
-
-
-
-
-
-
-
Director
P Chapman
G Solly
L Davis
P Crutchfield
T Polglase
RESULTS OF OPERATIONS
Financial Position and Performance
The consolidated net loss after income tax for the financial period was $4,799,532 (2022 Restated:
$3,901,147).
At the end of the financial period the Group had $4,656,945 (2022: $18,172,023) in cash and at call deposits.
Capitalised mineral exploration and evaluation expenditure at the end of the financial year was $115,562,095
(2022 Restated: $89,311,116).
During the year the Company raised a total of $17,000,000 before costs from the issue of placement shares,
and a further $1,786,056 on the exercise of unlisted share options.
REVIEW OF OPERATIONS
Exploration: Significant exploration activities were undertaken throughout the financial period with a focus
on the Coyote Operation during the first 5 months and a shift to the Paulsens Operation from November to
the end of the year.
Economic Studies: As a result of the exploration activity, substantial growth of the high-grade Resources at
both Coyote and Paulsens Operations was realised and culminated in the release of robust economic studies
in July 2023. Additionally, the Kal East PFS was also updated during July 2023.
Operations: Activities were conducted for both Coyote and Paulsens to improve site infrastructure and
prepare operations for rapid restart. Activities included engineering reviews for refurbishment, rehabilitation
of underground infrastructure and camp upgrades along with the updating of work procedures for operational
readiness.
ANNUAL REPORT 2023
Page 28 of 88
DIRECTORS’ REPORT (CONTINUED)
DIVIDENDS
No dividend has been paid or recommended for the financial period ended 30 June 2023 (2022: Nil).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been no significant changes in the state of affairs of the Group during the financial year other
than as stated in this report.
PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial year was the exploration for minerals and the
economic evaluation of the Company’s gold projects located in Western Australia.
There were no significant changes in these activities during the financial year.
MATTERS OR CIRCUMSTANCES ARISING AFTER THE END OF THE FINANCIAL YEAR
Subsequent to the end of the financial year the Company undertook a share placement to raise $8.3 million
before costs, to sophisticated and institutional investors, with investors who participated in the placement to
receive 1 share option for each 2 shares subscribed for, with the grant of the options subject to shareholder
approval. The placement was priced at $0.225 per share. On 6 September 2023 the Company issued
33,866,668 fully paid ordinary shares to participants in the placement, with directors applying for a further
3,022,222 shares on the same terms. The Company will seek shareholder approval for both the grant of the
attaching options and the director’s participation in the placement at a general meeting of shareholders
scheduled for 25 October 2023.
The Company will seek ASX quotation of the options if granted, however, whether the options are granted
quotation on ASX will depend on the compliance with the ASX requirements for the quotation of a secondary
class of securities. No guarantee can be provided that the ASX will grant quotation of the options and where
this was to occur the options will remain an unlisted class of options.
Proceeds from the Placement will be predominantly used for drilling and evaluation activities at the
Company’s Paulsens gold project, where these activities will target a substantial increase in cashflow over
the Paulsens Restart Study released through the ASX on 10 July 2023.
Further to the above, on 26 September 2023, the Company announced that it had executed binding term
sheets with Fuyang Mingjin New Energy Development Co., Ltd (“Mingjin”) and Southeast Mingqing Supply
Chain (Fuyang) Co., Ltd (“Southeast”) for $60 million of funding ($45 million of equity funding and $15 million
of debt funding). The availability of these funds is subject to a number of conditions precedent, including:
• Foreign Investment Review Board and any other Australian regulatory approvals;
• Black Cat shareholder approval at a general meeting planned for late November 2023; and
• Chinese regulatory approvals required by Mingjin and Southeast with regard to overseas direct
Investment Management
investment,
(“MOFCOM”) and the Nation Reform and Development Commission (“NDRC”) approvals. In support of
the MOFCOM and NDRC approvals process, both Mingjin and Southeast placed their respective funding
package amounts totalling $60 million into escrow accounts as required by the regulators.
the Administration of Overseas
including Measures
for
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Group continues to undertake exploration activities at its three West Australian gold projects (Coyote,
Paulsens and Kal East), with the Company primarily focusing on activities required to bring its Paulsens gold
project into production in 2024.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group holds various exploration licences which are subject to environmental regulation under the laws
of the Commonwealth of Australia, and the state government of Western Australia. These licences include
conditions and regulations with respect to the rehabilitation of areas disturbed during the course of
exploration activities.
ANNUAL REPORT 2023
Page 29 of 88
DIRECTORS’ REPORT (CONTINUED)
During the financial year the Group became aware that a number of areas on which it had conducted
exploration activities in past had not been rehabilitated in the timeframes required under its license condition,
and on becoming aware of this matter the Group promptly undertook the required rehabilitation work which
was completed during the reporting period.
Other than the matter noted above, the directors are not aware of any other instances of non-compliance
with respect to environmental regulations.
OPTIONS OVER UNISSUED CAPITAL
Unlisted Options
As at 30 June 2023 5,844,000 unissued ordinary shares of the Company were under option as follows:
Number of Options Granted
Exercise Price
700,000
250,000
129,000
202,000
330,000
675,000
700,000
798,000
1,760,000
300,000
60 cents
62 cents
120 cents
98 cents
100 cents
83 cents
65 cents
51 cents
55 cents
52 cents
Expiry Date
2 Aug 2023
18 May 2024
21 Jul 2024
10 Dec 2024
28 Mar 2025
8 Nov 2025
15 May 2026
28 July 2026
21 Feb 2027
21 Mar 2027
All options on issue at the date of this report are unlisted, vested and exercisable. Each option on exercise
entitles the optionholder to 1 fully paid ordinary share in the Company.
During the financial period, the Company granted 3,433,000 options over unissued shares to employees,
pursuant to the terms and conditions of the Company’s shareholder approved incentive option plan.
During the financial period, a total of 8,930,278 options with an exercise price of 20 cents per option, and
expiry date of 25 January 2023, were exercised.
2,125,000 employee options were cancelled during the financial period on cessation of employment with the
Company, and a total of 1,210,869 options lapsed on expiry of the exercise period.
Subsequent to the end of the financial year the Company undertook a share placement to raise $8.3 million
before costs. Under the terms of the placement, investors who subscribed for shares will receive 1 new
option for every 2 fully paid ordinary shares subscribed for. Grant of these options is subject to shareholder
approval, and if approved the Company will issue a further 18,444,445 options.
Since the end of the financial period:
- no options have been issued;
- 1,520,000 options were cancelled; and
- no 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 (other than on the exercise of
the option); or
- any voting rights at meetings of shareholders.
ANNUAL REPORT 2023
Page 30 of 88
DIRECTORS’ REPORT (CONTINUED)
Performance Rights
Number of Performance Rights on Issue Performance Rights Fully Vested
Expiry Date
5,667,077
Nil
30 June 2027
The Performance Rights on issue are subject to the following vesting conditions:
(i) One third (1/3) vest on achieving a sustained production rate of 40,000 to 45,000 ounces per annum at the
Coyote Gold Project;
(ii) One third (1/3) vest on achieving a sustained production rate of 60,000 to 70,000 ounces per annum at the
Paulsens Gold Project; and
(iii) One third (1/3) vest on achieving a sustained production rate of 50,000 to 60,000 ounces per annum at the Kal
East Gold Project.
A total of 6,838,337 performance rights were issued during the financial year.
During the financial year a total of 1,171,260 performance rights were cancelled on cessation of employment.
Since the end of the financial period:
-
-
-
-
no performance rights have been issued;
956,804 performance rights were cancelled;
no performance rights have become vested and exercisable into shares; and
no shares have been issued on the exercise of vested performance rights.
ISSUED CAPITAL
Ordinary fully paid shares
Number of Shares on Issue
2023
266,876,453
2022
213,634,175
On 28 August 2023, subsequent to the end of the financial year, the Company undertook a share placement
to raise $8.3 million (before costs) by way of an issue of 36,888,890 shares, and 18,444,445 free attaching
share options. Of these securities, in line with ASX Listing Rule requirements, the Company will seek
shareholder approval to issue directors of the Company 3,022,222 shares (“director shares”) and 1,511,111
options.
33,866,668 placement shares were issued on 6 September 2023 (excluding director shares), with the
Company to seek shareholder approval to grant 16,933,334 free attaching options to the investors who
participated in the placement.
REMUNERATION REPORT (AUDITED)
Remuneration paid to directors and officers of the Group is set by reference to remuneration paid by ASX
listed companies of a similar size and operating in the mineral exploration industry. Additionally, in
determining the remuneration of the directors and officers of the Company, reference is made to the
Company’s financial position and the specific skills and experience of the relevant director/officer.
Details of the nature and amount of remuneration paid to each director, and each of the 4 officers of the
Company receiving the highest emolument are found in this Remuneration Report.
Remuneration Committee
In August 2022 the Company established a Remuneration and Nomination Committee. The Remuneration
and Nomination Committee operates under a board approved Charter (“Charter”). The Charter, among other
things, provides a framework for the consideration of remuneration matters. Prior to the establishment of the
Remuneration and Nomination Committee the board was responsible for implementing the requirements of
the Charter.
In accordance with the Charter, the Remuneration and Nomination Committee is responsible for:
1.
Setting remuneration packages for directors and other KMP of the Company; and
ANNUAL REPORT 2023
Page 31 of 88
DIRECTORS’ REPORT (CONTINUED)
2.
Implementing shareholder approved employee incentive 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 similar sized ASX
listed companies in the same industry, for their time, commitment, and responsibilities.
Non-executive director 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 long-term equity-based 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 director 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 is currently set at $350,000 per annum.
Engagement of Non-Executive Directors
Non-executive directors conduct their duties under the following terms:
1.
2.
A non-executive director may resign from their position and thus terminate their contract on written
notice to the Company; and
A non-executive director may be removed from office by a resolution of shareholders voting at a
shareholder meeting.
In consideration of the services provided by Mr Paul Chapman as non-executive chair, Mr Chapman is paid
a director fee of $60,000 p.a. (inclusive of statutory superannuation) in equal monthly instalments in arrears.
In consideration of the services provided by Messrs Les Davis, Tony Polglase and Philip Crutchfield as non-
executive directors, the Company pays each director $40,000 p.a. (inclusive of statutory superannuation) in
equal monthly instalments in arrears.
Messrs Chapman, Davis, Polglase and Crutchfield are also entitled to fees or 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 outside of their stated duties. There were no such fees paid during the financial
year ended 30 June 2023.
Non-executive director are entitled to be reimbursed reasonable expenses incurred in performing their duties.
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 for corporate and individual
performances.
Executives are offered a competitive base salary at market rates (based on comparable ASX listed
companies) which are reviewed at least annually to ensure market competitiveness. To date, the Company
has not engaged an external remuneration consultant to advise the board on remuneration matters.
Executive Employment Agreements
Managing Director (Mr Gareth Solly)
The Company’s Managing Director, Mr Gareth Solly, is employed under a 3-year executive service
agreement on the following material terms and conditions:
- 3-year fixed term contract, commencing 1 January 2021;
ANNUAL REPORT 2023
Page 32 of 88
DIRECTORS’ REPORT (CONTINUED)
- Base salary of $320,000 p.a. plus statutory superannuation. Mr Solly’s Salary is reviewed annually;
- At the board’s discretion (excluding Mr Solly) Mr Solly may also receive performance-based bonuses, the
performance criteria, assessment and timing of which is negotiated with the Remuneration and
Nomination Committee, or if no such committee is not formed, by the board; and
- subject to shareholder approval, Mr Solly may participate in the Company’s Incentive Option Plan and
other incentive plans adopted by the board.
- Notice period:
o With cause: 1 month;
o Without cause: 3 months; or
o At any time, without notice if convicted of any major crime which brings the Company into lasting
disrepute.
- No specific termination entitlements specified.
Chief Financial Officer (Mr David Lim)
The Company CFO, Mr David Lim, commenced employment with the Company on 1 March 2023 and is
employed under an executive service agreement on the following material terms and conditions:
- Contract of no fixed term;
- Fixed salary of $255,000 p.a. plus statutory superannuation;
- Eligible to participate in short-term and long-term incentive arrangements.
- Notice period:
o during probationary period (3 months): 1 week;
o after the probationary period: 8 weeks; or
o at anytime, without notice for serious misconduct.
- No specific termination entitlements specified.
Chief Financial Officer (Mr David Sanders)
Mr Sanders was employed under an executive service agreement on the following material terms and
conditions:
- Contract of no fixed term;
- Fixed salary of $250,000 p.a. plus statutory superannuation, reviewed annually;
- Eligible to participate in short-term and long-term incentive arrangements;
- Notice period:
o With cause: 1 month;
o Without cause: 3 months; or
o At any time, without notice if convicted of any major crime which brings the Company into lasting
disrepute.
- No specific termination entitlements specified.
Mr Sanders ceased employment on 16 March 2023.
General Manager - Projects (Mr Michael Bourke)
The Company’s GM – Projects, Mr Michael Bourke was employed by the Company under an executive
service agreement on the following material terms and conditions:
- Contract of no fixed term;
- Fixed salary of $290,000 p.a. plus statutory superannuation, reviewed annually;
- Eligible to participate in short-term and long-term incentive arrangements.;
ANNUAL REPORT 2023
Page 33 of 88
DIRECTORS’ REPORT (CONTINUED)
- Notice period:
o during probationary period (3 months): 1 week;
o after the probationary period: 8 weeks; or
o at anytime, without notice for serious misconduct.
- No specific termination entitlements specified.
Mr Bourke ceased employment with Black Cat on 10 July 2023, subsequent to the balance date.
Short Term Incentive Payments
The Remuneration and Nomination Committee sets the Key Performance Indicators (“KPI”) for executive
directors and other senior employees. The KPI selected 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 Remuneration and Nomination Committee will assess the actual
performance of executives against the set performance objectives and make recommendations to the board.
The maximum amount of the STI, or a lesser amount depending on actual performance achieved, is paid to
the executives as either a cash payment or issue of securities in the Company. No STI are payable to
executives where it is considered that the actual performance has fallen below the minimum requirement.
Details of performance related remuneration can be found below.
Incentive Option Plan
The Company provides incentives to directors and employees under Black Cat Syndicate’s shareholder
approved Incentive Option Plan, which was approved by shareholders on 25 November 2020.
The Remuneration and Nomination Committee:
1. Ensures that incentive plans are designed around appropriate and realistic performance targets, and
provide rewards when those targets are achieved;
2. Reviews and approves existing incentive plans established for employees; and
3. Approves the administration of the incentive plans, including receiving recommendations for, and the
consideration and approval of grants pursuant to such incentive plans.
Long Term Incentives (LTI)
Under the Company’s Incentive Option Plan, options or performance rights may be granted to executives
(and employees) of the Company to align the executive with the creation of shareholder value over the long
term, whilst also attracting, motivating and retaining key executives.
Performance targets, whilst challenging, represent key milestones in respect of the growth of the Company,
and are considered consistent with sustained growth in shareholder value.
2022 LTI
Details of the 2022 LTI Awards are as follows:
Eligibility
Awards
Members of the senior leadership team who are responsible for setting the
strategic direction of the Company
The 2022 LTI Awards are in the form of Performance Rights. Performance rights
are issued for nil consideration and if Vesting Conditions are satisfied, may be
exercised before the Expiry Date into ordinary fully paid shares in the Company.
2022 LTI Awards are issued pursuant to the terms and conditions of the
Company’s Incentive Option Plan
Performance Period
The Vesting Conditions of the 2022 LTI Awards are measured, and can be
achieved, at any time prior to the Expiry Date
Expiry Date
2022 LTI Awards expire 30 June 2027, unless lapsing earlier in accordance with
the terms and conditions of the Company’s Incentive Option Plan
ANNUAL REPORT 2023
Page 34 of 88
DIRECTORS’ REPORT (CONTINUED)
Long Term Incentive (Continued)
Vesting Conditions (Key
Performance Indicators
(KPIs))
2022 LTI Awards are measured from 1 July 2022, may vest and become
exercisable in three equal tranches based on the following specific performance
conditions (KPIs) relating to production of gold from its three distinct gold projects
as follows:
• 1/3 vest on achieving a sustained production rate of 40,000 to 45,000 ounces
per annum at the Coyote Gold Project
• 1/3 vest on achieving a sustained production rate of 60,000 to 70,000 ounces
per annum at the Paulsens Gold Project
• 1/3 vest on achieving a sustained production rate of 50,000 to 60,000 ounces
per annum at the Kal East Gold Project
A total of 6,838,337 2022 LTI Awards were issued by the Company during the financial year to employees
of the Company, including the following Key Management Personnel (KMP):
Name
Position
Value of 2022 LTI
Awards2
Value of 2022
LTI Awards as %
of total Base
Salary1
Number of 2022
LTI Awards
(Performance
Rights)
Gareth Solly
Managing Director
Michael Bourke
GM - Projects
David Sanders
Chief Financial Officer
David Lim
Chief Financial Officer
$343,254
$290,000
$250,000
$229,950
100%
100%
100%
90%
1,055,784
956,804
824,8313
630,000
1 Base Salary relates to the annual fixed remuneration (exclusive of superannuation) payable to the respective KMP as at the 2022 LTI
Awards grant date of 1 July 2022, other than Mr Lim, who commenced employment in March 2023.
2 The value of 2022 LTI Awards at grant date.
3 Mr Sanders’ Performance Rights lapsed on cessation of his employment during the financial year.
LTI Outcomes
6,838,337 2022 LTI Awards were issued during the 2023 financial year.
1,171,260 unvested 2022 LTI Awards were cancelled during the 2023 financial year as a result of vesting
conditions not being achieved or became incapable of being achieved. All of the cancelled Awards were
cancelled as a result of cessation of employment.
Short Term Incentive Plan (STI)
STI Targets – 2023 Financial Year
The board determined performance criteria for maximum STI bonuses achievable for the financial year
ending 30 June 2023, included safety and environmental, exploration success, completion of economic
studies, commencement of production, debt repayment and share price performance.
At the date of signing this report STIs for the 2024 Financial Year had not been finalised.
STI Targets – 2023 Financial Year
Eligibility for participation in the FY2023 STI bonus scheme has been determined as follows:
Eligible participant
Managing Director, CFO, GM - Projects
Mine Study Manager, Resource Development Manager, Project Manager - Coyote
HR Manager, Environmental Lead, Project Mining Engineer
Max % Base
Salary
Achievable
40%
30%
20%
ANNUAL REPORT 2023
Page 35 of 88
DIRECTORS’ REPORT (CONTINUED)
STI Outcomes – 2023 Financial Year
At the time of signing this Financial Report the board had not made a determination as to the amount of STIs
if any, which had accrued to KMP and other employees.
STI cash bonuses earnt in the financial year ended 30 June 2022, totaling $98,700, were paid during the
current financial year to the following executives, being KMP:
Name of KMP
Position of KMP
Maximum FY2023 STI
Bonus Achievable1
Actual FY2023 STI Bonus
paid during the year 2
Gareth Solly
Managing Director
David Sanders
Chief Financial Officer
$56,000
$40,000
$19,600
$14,000
1 Maximum STI bonus achievable calculated as 20% of base salary at 30 June 2022.
2 The Company set performance criteria for maximum STI bonuses achievable for the financial year ended 30 June 2022 which
included resource growth, initial ore reserves, completion of economic studies, advancement of the Kal East Gold Project and share
price performance. Based on a review of actual performance, the STI bonus achieved was calculated to 35% of maximum bonus
achievable.
Shareholding Qualifications
The directors are not required to hold any shares in Black Cat under the terms of the Company’s constitution.
Group Performance
In considering the Company’s performance, the board provides the following information in respect of the
current and previous financial periods:
2023
$
2022
(restated)
$
2021
2020
2019
$
$
$
Profit/(Loss) for the period attributable
to shareholders
(4,799,532)
(3,901,147)
(2,324,794)
(1,397,501)
(1,131,029)
Closing share price at 30 June
0.38
0.30
0.62
0.81
0.265
As an exploration company with no income generating assets, the board does not include the profit/(loss) of
the Company as a KPI. STI KPI are disclosed above.
Voting at the Group’s 2022 Annual General Meeting (AGM)
At the 2022 AGM, 99.7% of the votes directed by shareholders, or their nominated proxy, supported the
adoption of the Remuneration Report for the period ended 30 June 2022. The Group did not receive any
specific feedback at the AGM regarding its remuneration practices.
Remuneration Disclosures
The Key Management Personnel of the Company for the 2023 financial year have been identified as:
Name
Position
Term as KMP
Non-executive directors
Paul Chapman
Les Davis
Philip Crutchfield
Tony Polglase
Executive director
Gareth Solly
Senior executives
Michael Bourke1
David Sanders
David Lim
Non-executive chair
Non-executive director
Non-executive director
Non-executive director
Full financial year
Full financial year
Full financial year
Full financial year
Managing director
Full financial year
General Manager – Projects
Full financial year
Chief financial officer
Chief financial officer
Ceased 16 March 2023
Commenced 1 March 2023
1 Mr Bourke ceased employment with the Company on 10 July 2023.
ANNUAL REPORT 2023
Page 36 of 88
DIRECTORS’ REPORT (CONTINUED)
Remuneration Disclosures (Continued)
The details of the remuneration of each member of Key Management Personnel is as follows:
Short Term
Post-
Employment
Other Long Term
Base Salary
$
Short Term
Incentive
$
Super-
annuation
Contributions
$
Value of
convertible
securities
$
Total
$
Value of
Convertible
securities
as a
proportion
of Total
Remunerati
-on
Name
2023
Directors
P Chapman
G Solly
L Davis
P Crutchfield
T Polglase
54,299
320,000
36,199
36,199
40,000
Total Directors
486,697
Other KMP
M Bourke1
D Sanders2
D Lim3
290,000
193,413
85,000
Total Other KMP
568,413
Total KMP
1,055,110
2022
Directors
P Chapman
G Solly
L Davis
P Crutchfield
T Polglase
54,545
280,000
36,364
36,364
39,333
-
-
-
-
-
-
-
-
-
-
-
-
19,6004
-
-
-
5,701
35,658
3,801
3,801
-
-
60,000
-
43,6875
399,345
10.9%
-
-
-
40,000
40,000
40,000
-
-
-
48,961
43,687
579,345
58,000
35,428
68,469
378,450
250,619
162,394
15.3%
14.1%
42.2%3
161,897
791,463
110,114
205,584
1,370,808
-
-
-
-
-
-
-
-
-
-
-
-
60,000
335,100
40,000
40,000
39,333
514,423
30,450
21,778
8,925
61,153
5,455
35,500
3,636
3,636
-
Total Directors
446,606
19,600
48,227
Other KMP
M Bourke
D Sanders
D Lim
33,0131
200,000
-
-
14,0004
-
3,301
23,521
-
41,412
77,726
53.3%
-
-
237,521
-
-
-
Total Other KMP
233,013
14,000
26,822
41,412
315,247
Total
33,600
679,619
75,049
2 Mr Bourke’s employment commenced on 29 April 2022 and ceased on 10 July 2023.
3 Mr Sanders’ employment ceased on 16 March 2023
4 Mr Lim’s employment commenced on 1 March 2023.
4 2022 STI bonus $19,600 and $14,000 accrued for G Solly and D Sanders respectively at 30 June 2022, and was paid in the 22/23 financial year.
5 Mr Solly’s valuation of convertible securities disclosed in the table above, of $343,254, differs to the value disclosed in the 2022 LTI Awards table, of
$320,000, due to the different valuation dates used. The $343,254 valuation is calculated on grant date (deemed to be shareholder approval date) using
a Black-Scholes option pricing model
829,680
41,412
ANNUAL REPORT 2023
Page 37 of 88
DIRECTORS’ REPORT (CONTINUED)
Details of Performance Related Remuneration
During the financial period the Company paid a short-term cash bonus to the Managing Director and Chief
Financial Officer of $19,600 and $14,000 respectively pursuant to the 2022 STI. These amounts were
accrued in the 30 June 2022 financial year.
Options Granted as Remuneration to KMP
The following options were issued as remuneration to Key Management Personnel during the period ended
30 June 2023:
KMP
Number
of
Options
Grant Date
Expiry Date
Exercise
Price
Volatility
Interest
Rate
Value of
Options
D Lim
300,000
22 Mar 2023
15 May 2026
$0.55
71.8%
3.62%
$50,781
The following options were issued as remuneration to Key Management Personnel during the period ended
30 June 2022:
KMP
Number of
Options
Grant Date
Expiry Date
Exercise
Price
Volatility
Interest
Rate
Value of
Options
M Bourke
300,000
16 May 2022
15 May 2026
$0.65
52.1%
3.11%
$41,412
The fair value of options issued as remuneration is allocated over the vesting period of the options. Options
are provided at no cost to the recipients.
Exercise of Options Granted as Remuneration
No options granted as remuneration during the current financial year were also exercised.
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 at year end:
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
2023
Directors
P Chapman
100,000
G Solly
L Davis
P Crutchfield
T Polglase
Other KMP
M Bourke
D Sanders
D Lim
1,572,778
-
200,000
250,000
300,000
180,000
-
-
-
-
-
-
-
(100,000)1
-
(1,497,778)2
75,000
-
-
-
-
(180,000)3
-
200,000
250,000
-
-
-
75,000
-
200,000
250,000
300,000
-
300,000
300,000
300,000
1 Options lapsed unexercised.
2 500,000 options lapsed during the year and 997,778 options were exercised during the year.
3 Option holding at cessation of employment 16 March 2023.
ANNUAL REPORT 2023
Page 38 of 88
DIRECTORS’ REPORT (CONTINUED)
Equity Instrument Disclosures Relating to Key Management Personnel (Continued)
2022
Directors
P Chapman
G Solly
L Davis
P Crutchfield
T Polglase
2022
Other KMP
M Bourke
D Sanders
Share Holdings
100,000
1,672,778
250,000
200,000
250,000
-
-
-
-
-
-
300,000
180,000
-
-
100,000
100,000
(100,000)
1,572,778
1,572,778
(250,000)
-
200,000
250,000
-
200,000
250,000
300,000
180,000
300,000
180,000
-
-
-
-
The number of shares in the Company held during the financial period by Key Management Personnel of
the Company, including their related parties is set out below. There were no shares granted during the
reporting period as compensation.
Name
Balance at start
of the year
Received during
the year on
exercise of
options
Other changes
during the
period
Balance at the
end of the year
2023
Directors
P Chapman
G Solly
L Davis
P Crutchfield
T Polglase
Other KMP
M Bourke
D Sanders2
D Lim
2022
Directors
P Chapman
G Solly
L Davis
P Crutchfield
T Polglase
9,029,687
-
125,0001
9,154,687
1,527,222
997,778
-
6,020,977
8,253,526
100,557
-
37,313
-
8,435,142
-
-
-
-
-
-
-
75,0001
2,525,000
6,095,977
187,5001
8 441,026
25,0001
125,557
-
(37,313)3
-
-
-
-
594,545
9,029,687
1,427,222
100,000
-
1,527,222
5,670,977
250,000
100,000
6,020,977
5,274,261
82,375
-
-
2,979,265
8,253,526
18,182
100,557
ANNUAL REPORT 2023
Page 39 of 88
DIRECTORS’ REPORT (CONTINUED)
Other KMP
M Bourke
D Sanders
D Lim
-
37,313
-
-
-
-
-
-
45,455
82,768
-
-
1 Shareholder approved participation in placement.
2 Mr Sanders ceased employment on 16 March 2023.
3 Disposal of shares.
Loans Made to Key Management Personnel
No loans were made to Key Management Personnel, or their personally related entities during the reporting
period.
Other Transactions with Key Management Personnel
There we no other transactions with KMP during the year in addition to those disclosed in the Remuneration
Report.
End of Remuneration Report
OFFICERS’ INDEMNITIES AND INSURANCE
During the period, 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.
NON-AUDIT SERVICES
Where non-audit services are provided to the Group by the auditor the board satisfies itself that the provision
of any non-audit services is compatible with, and does not compromise, the auditor independence
requirements of the Corporations Act 2001.
No non-audit services were provided by the auditor during the financial year.
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 2023.
Gareth Solly
Managing Director
ANNUAL REPORT 2023
Page 40 of 88
AUDITOR’S INDEPENDENCE DECLARATION
AUDITOR’S INDEPENDENCE DECLARATION
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for
the audit of Black Cat Syndicate Limited for the year ended 30 June 2023, I declare that, to the best of
my knowledge and belief, there have been:
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
Crowe Perth
Sean McGurk
Partner
Signed at Perth dated this 29 September 2023
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a
separate and independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe
Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or
partnership interest in Findex (Aust) Pty Ltd. Services are provided by Crowe Perth, an affiliate of Findex (Aust) Pty Ltd.
© 2023 Findex (Aust) Pty Ltd
ANNUAL REPORT 2023
Page 41 of 88
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
Consolidated
Note
30 June 2023
Interest income
Other income
Total Income
Administrative expenses:
Corporate administration costs
Depreciation
Amortisation
Finance costs
Other expenses
Loss before income tax
Income tax expense
Loss after tax
Other comprehensive income:
Total comprehensive loss for the year
Earnings per share attributable to the ordinary equity
holders of the Company
Basic loss per share
Diluted loss per share
5
6
6
6
7
33
33
$
182,580
907,062
1,089,642
30 June 2022
(Restated)
$
18,372
144,667
163,039
(5,317,761)
(3,879,339)
(111,817)
(61,116)
(156,269)
(242,211)
(4,799,532)
-
(17,056)
(66,671)
(15,362)
(85,758)
(3,901,147)
-
(4,799,532)
(3,901,147)
(4,799,532)
(3,901,147)
(2.0)
(2.0)
(2.6)
(2.6)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
ANNUAL REPORT 2023
Page 42 of 88
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
Consolidated
Note
30 June 2023
Current assets
Cash and cash equivalents
Trade and other receivables
Inventory
Other current assets
Total current assets
Non-current assets
Security deposits
Property, plant and equipment
Exploration and evaluation expenditure
Right of use assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Employee entitlements
Financial liabilities
Provision for lease liabilities
Total current liabilities
Non-current liabilities
Financial liabilities
Provision for lease liabilities
Provision for rehabilitation
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Share based payments reserve
Accumulated losses
Total equity
8
9
10
11
8
13
16
15
17
18
20
19
20
19
21
22
25
24
$
4,656,945
384,974
337,776
56,843
5,436,538
64,920
7,117,409
115,562,095
-
122,744,424
30 June 2022
(Restated)
$
18,172,023
466,257
491,328
-
19,129,608
64,920
7,588,098
89,311,116
127,787
97,091,921
128,180,962
116,221,529
5,658,496
561,726
5,000,000
-
11,220,222
5,000,000
-
18,486,160
23,486,160
3,213,156
494,517
15,000,000
68,244
18,775,917
-
64,118
18,370,160
18,434,278
34,706,382
37,210,195
93,474,580
79,011,334
105,793,996
1,327,037
(13,646,453)
93,474,580
86,787,812
1,505,000
(9,281,478)
79,011,334
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2023
Page 43 of 88
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
Consolidated
Issued
Capital
$
Accumulated
Losses
$
Share-Based
Payments
Reserve
$
Total
$
2022 (Restated)
Balance at the start of the financial period
50,435,467
(5,573,706)
1,296,105
46,157,866
Loss for the period
Movement in fair value of share-based
payments
Transfer on exercise of convertible securities
Other share-based payments
Transactions with equity holders in their
capacity as equity holders:
Shares issued (net of costs)
-
-
-
-
36,352,345
(3,901,147)
-
(3,901,147)
-
402,271
402,271
193,376
(193,376)
-
-
-
-
-
-
36,352,345
Balance at the end of the financial period
86,787,812
(9,281,478)
1,505,000
79,011,334
2023
Balance at the start of the financial period
86,787,812
(9,281,478)
1,505,000
79,011,334
Prior period amendment - fair value of lapsed
convertible securities recognised in a prior
year
Loss for the period
Movement in fair value of share-based
payments
-
-
-
Transfer on exercise of convertible securities
459,177
Other share-based payments
562,320
Transactions with equity holders in their
capacity as equity holders:
Shares issued (net of costs)
17,984,687
434,557
(434,557)
-
(4,799,532)
-
(4,799,532)
-
-
-
-
715,771
715,771
(459,177)
-
-
562,320
-
17,984,687
Balance at the end of the financial period
105,793,996
(13,646,453)
1,327,037
93,474,580
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2023
Page 44 of 88
CONSOLIDATED STATEMENT OF
CASH FLOWS
Consolidated
Note
30 June 2023
$
30 June 2022
$
Cash flows from operating activities
Interest received
Payments to suppliers and employees
Site recoveries
Net cash used in operating activities
32
Cash flows from investing activities
Payments for bonds and security deposits
Payments to acquire exploration assets
Payments for exploration and evaluation
Proceeds on disposal of assets
Payments for plant and equipment
Payment of deferred consideration
Exploration incentive grant
182,580
(5,352,967)
1,785,855
(3,384,532)
-
(15,776)
(22,476,754)
242,040
(1,054,714)
(5,000,000)
122,711
18,372
(3,322,380)
-
(3,304,008)
(20,000)
(14,500,000)
(10,078,061)
1,189
(3,201,379)
-
-
Net cash used in investing activities
(28,182,493)
(27,798,251)
Cash flows from financing activities
Payment of lease liability principal
Proceeds from borrowings
Repayment of borrowings
Proceeds from the issue of shares
Payments for share issue costs
Net cash from financing activities
Net increase/(decrease) in cash held
Effect of foreign exchange rates on cash held
Cash at the beginning of the financial period
Cash at the end of the financial period
(57,547)
734,449
(609,642)
18,786,056
(801,369)
18,051,947
(13,515,078)
-
(58,033)
-
(202,371)
35,220,000
(1,742,861)
33,216,735
2,114,476
8,456
8
8
18,172,023
16,049,091
4,656,945
18,172,023
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2023
Page 45 of 88
NOTES TO THE FINANCIAL STATEMENTS
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 controlled entities (“Group” or
“Consolidated Entity”).
(a)
Basis of Preparation
This general-purpose financial report has been prepared in accordance the Corporations Act 2001, including 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 consolidated financial statements have been prepared on a historical cost basis, except for right of use assets
recognised for leases, and deferred consideration payable which is valued at fair value through profit and loss where the
liability is due to be settled more than 12 months from the financial year end.
The financial report is presented in Australian dollars and all values are rounded to the nearest dollar.
Going Concern
The Group has prepared the financial statements on the basis that it will continue as a going concern.
Management has considered all available information about future activities and available funding, both actual and
potential, over a period of 12 months from the date of the signing of the financial statements.
In order to fund the current level of proposed activities during this period, there will be a requirement for additional cash
funding.
Management has determined that the Group will be able to continue as a going concern based on of the following factors:
-
-
Binding term sheets executed with Fuyang Mingjin New Energy Development Co., Ltd (“Mingjin”) and Southeast
Mingqing Supply Chain (Fuyang) Co., Ltd (“Southeast Mingqing”) provide for $60 million of funding ($45 million of
equity funding and $15 million of debt funding);
The ability to undertake alternative equity or debt funding, supported by a past history of successfully raising funds
when required, and positive economic studies; and
- Contingency planning, including discretionary cost reductions or asset divestment.
The availability of funding from Mingjin and Southeast Mingqing is subject to a number of conditions precedent, including:
-
-
-
Foreign Investment Review Board and any other Australian regulatory approvals;
Black Cat shareholder approval at a general meeting planned for later in 2023; and
Chinese regulatory approvals required by Mingjin and Southeast Mingqing with regard to overseas direct investment.
If the Group was not able to achieve its funding plan, it would be required to reduce the level of planned activity, cut
expenditure and seek additional sources of funding through the issue of equity, debt or alternative financing options.
Should the Group be unable to achieve successful outcomes in relation to each of the matters referred to above, there is
a material uncertainty whether the Group will be able to continue as a going concern and, therefore, whether the Group
will realise its assets and discharge its liabilities in the normal course of business.
The financial statements do not include adjustments relating to the recoverability and classification of recorded asset
amounts, nor to the amounts and classification of liabilities that might be necessary should the Group not continue as a
going concern.
Statement of Compliance
(b)
The consolidated financial report of the Group complies with Australian Accounting Standards, which include Australian
equivalents to International Financial Reporting Standards (“AIFRS”), in their entirety. Compliance with AIFRS ensures
that the financial report also complies with International Financial Reporting Standards.
(c)
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
Any Accounting Standards and Interpretations that have mandatory application dates in future reporting periods have not
been early adopted.
ANNUAL REPORT 2023
Page 46 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reporting Basis and Conventions
(d)
These financial statements have been prepared under the historical cost convention, and on an accrual basis.
Critical Accounting Estimates
(e)
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
(f)
The financial statements comprise the financial statements of the Company and its controlled entities from the date control
commences, until the date control ceases. The financial statements of controlled entities are prepared for the same
reporting period as the head entity (Black Cat Syndicated Limited), using consistent accounting policies.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its investment with the entity and
has the ability to affect those returns through its power to direct the activities of the entity.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee
if, and only if, the Group has:
•
Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the
investee)
Exposure, or rights, to variable returns from its involvement with the investee
The ability to use its power over the investee to affect its returns
•
•
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.
(g)
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.
(h)
Revenue Recognition
Interest Income
Interest income is recognised using the effective interest method.
(i)
Other Income
Other income includes gains which represent increases in economic benefits to the Group, in form of income, which do
not qualify as revenue.
Camp licensing income
The Group recognises gains from income received from third parties who utilise its site accommodation facilities, on a net
basis. For the purpose of calculating any gain or loss, the Group offsets variable costs incurred in providing the services
and/or goods to the third party, against income receivable.
(j)
Income Tax
The income tax expense/benefit 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 in which the Group operates. The relevant tax rates are applied to the cumulative amounts of deductible
and taxable temporary differences to measure the deferred tax asset or liability. 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.
ANNUAL REPORT 2023
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
(k)
Lease liabilities
A lease liability is recognised at the commencement date of a lease for leases which are in the scope of AASB 16 Leases.
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 agreed, 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. 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.
The Group does not apply the requirement of AASB 16 Leases to leases to explore for or use mineral resources as these
are “out of scope” and has elected to not apply the requirements of AASB 16 Leases to short-term leases.
Short-term leases are those leases which at the commencement date have a term of 12 months or less.
In respect to short-term leases the Group recognises the lease payments associated with these leases as an expense on
either a straight-line basis over the lease term or another appropriate systematic basis.
(l)
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 have suffered impairment are reviewed for possible reversal of the
impairment at each reporting date.
(m) 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.
(n)
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, including exploration and evaluation
expenditure, 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.
(o)
Right of Use Assets
A right-of-use asset is recognised at the commencement date of a lease to which the Group applies the requirements of
AASB 16 Leases (refer Note1(k)). The right-of-use asset is measured at cost, which comprises the initial amount of the
lease liability measured in accordance with AASB 16 Leases, adjusted for, as applicable, any lease payments made at or
before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where
ANNUAL REPORT 2023
Page 48 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying
asset, and restoring the site or asset.
Right-of-use assets are amortised on a straight-line basis over the unexpired term of the lease or the estimated useful life
of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the amortisation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for
any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with
terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss
as incurred.
(p)
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 repairs and maintenance are charged to
the income statement during the financial period in which they are incurred.
Depreciation of property, plant and equipment, other than assets acquired for use in mineral exploration and evaluation
activities, whose cost is capitalised as exploration and evaluation expenditure, is calculated using an appropriate allocation
method which reflects the pattern in which the asset’s future economic benefits are expected to be consumed by the
Group (e.g. straight line, diminishing value or unit of production) to systematically allocate its depreciable value over the
assets useful life.
The residual values and useful lives of property, plant and equipment are reviewed, and adjusted if appropriate, at least
at each financial year end. Capital work in progress is not depreciated until it is installed and ready for use.
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. Gains and losses on disposal of property, plant and equipment are determined by
comparing the fair value of sales proceeds received on disposal, if any, with the carrying amount. Any gains and losses
are included in the calculation of profit or loss.
Assets classified as exploration assets represents fixed assets uses in exploration and evaluation activities. Exploration
assets acquired after 30 June 2022 are fully depreciated on acquisition, with the depreciation charged recognised as a
cost of exploration for, and evaluation of, mineral resources.
The depreciation rates used:
Exploration assets acquired:
- up to 30 June 2022, 20% - 30% per annum;
- after 30 June 2022, 100% per annum.
Mobile Plant: 20% per annum
Office equipment: 20% - 30% per annum
(q) Mineral Exploration and Evaluation Expenditure
Mineral exploration and evaluation expenditure, including the acquisition of tenements from external parties, for each area
of interest is capitalised where 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, or and individual exploration tenement, is relinquished, the capitalised cost for the
abandoned area is expensed in the year in which the area is abandoned. 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
(r)
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 settled within 30 days of recognition.
(s)
Employee Benefits
Salaries, Wages and Annual Leave
ANNUAL REPORT 2023
Page 49 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Liabilities for salaries and wages, including non-monetary benefits, and accrued annual leave are recognised in employee
entitlements 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
Any 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
Director/Employee Remuneration
From time to time the Group may offer options or performance rights to directors and employees of the Group as part of
the Group’s remuneration policy (“SBP Benefits”).
The fair value of SBP benefits granted is recognised as an expense on a pro rata basis over the vesting period of the SBP
benefit, being the period during which the director/employee becomes unconditionally entitled to exercise the SBP benefit,
with a corresponding increase in the Share Based Payments Reserve.
The fair value of SBP benefits is measured at grant date. For SBP Benefits issued as options fair value is calculated using
a Black-Scholes option pricing model that takes into account the exercise price, term, share price of the underlying security
at grant date, expected price volatility of the underlying share, expected dividend yield and the risk-free rate for the term
of the SBP benefit. SBP Benefits issued as performance rights are valued using an appropriate method based on the
terms and conditions of the performance right, including vesting conditions.
The fair value of the SBP benefits granted is adjusted to reflect market vesting conditions. Non-market vesting conditions
are included in assumptions about the number of SBP benefits that are expected to become exercisable. At each balance
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 SBP benefits, the fair value of SBP benefits exercised is transferred from share-based payments
reserve to share capital account, along with the proceeds received, if any, from the SPB benefit holder, net of any directly
attributable transaction costs.
Upon the lapse of unexercised SBP benefits, the value of the benefit credited to the Share Based Payments Reserve is
either recognised in the calculation in profit or loss in the current period, for that part of the recognised fair value that was
expensed in the current period, or accumulated losses, where the expense was recognised in a prior year.
(t)
Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the
proceeds.
(u)
Earnings Per Share
i.
Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss 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 events other than the conversion of potential ordinary shares, that have changed the
number of ordinary shares outstanding without a corresponding change in the resources e.g. a bonus issue or share split.
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 dividends and 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.
(v)
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 incurred.
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,
as applicable.
ANNUAL REPORT 2023
Page 50 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 flows.
Financial Instruments
(w)
Investments and other financial assets are initially measured at fair value. Transaction costs related to these items are
included in 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.
Impairment of financial assets
The Group 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 Group’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.
(x)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation
for the current financial year.
(y)
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 classified as current when it is carrying amount:
-
is expected to be realised, or intended to be sold or consumed in the Group’s normal operating cycle;
- expected to be realised within 12 months after the balance date through use or sale; 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.
(z)
Fair value estimation
The nominal value less estimated credit adjustments of 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.
Fair Value Measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its
ANNUAL REPORT 2023
Page 51 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
(aa) Rehabilitation provisions
A provision for restoration and rehabilitation is recognised when there is a present obligation as a result of development
activities undertaken, and it is probable that an outflow of economic benefits will be required to settle the obligation, and
the amount of the provision can be measured reliably. The estimated future obligations include the costs of abandoning
sites, removing facilities and restoring the affected areas.
The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle the
restoration obligation at the balance date. Future restoration costs are reviewed annually and any changes in the estimate
are reflected in the present value of the restoration provision at each balance date.
The initial estimate of the restoration and rehabilitation provision is capitalised into the cost of the related asset and
amortised on the same basis as the related asset, unless the present obligation arises from the production of inventory in
the period, in which case the amount is included in the cost of production for the period. Changes in the estimate of the
provision for restoration and rehabilitation are treated in the same manner, except that the unwinding of the effect of
discounting on the provision is recognised as a finance cost rather than being capitalised into the cost of the related asset.
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.
Credit Risk
(a)
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 board believe that any risk associated with the use of a single 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.
Liquidity Risk
(b)
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.
Market Risk
(c)
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
During the reporting period 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 has minimal exposure to foreign exchange fluctuations other than their effect on the general economy
and capital markets.
ANNUAL REPORT 2023
Page 52 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group’s management reviews these estimates and underlying assumptions on an ongoing basis. Estimates are based
on historical experience and other factors, including the expectation of future events considered to be reasonable under
the circumstances. However, actual results may differ from these estimates. Revisions to accounting estimates are
recognised prospectively in the period in which the estimates are revised, and any future periods affected.
The sources of estimation uncertainty at the end of the reporting period that have a significant risk of resulting in a
material adjustment to the carrying amounts of assets and liabilities in the next financial year are as follows:
Accounting for Capitalised Exploration and Evaluation Expenditure
The Group’s accounting policy is stated at Note 1(q). 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. In addition, costs are only capitalised that are expected to be recovered either through
successful development or sale of the relevant mining interest. Management gives 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.
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 23 for details of inputs into option
pricing models in respect of options issued during the reporting period.
Provision for restoration and rehabilitation
Accounting for restoration provisions requires management to make estimates of the future costs that the Group will incur
to complete the restoration and remediation work required to comply with its permits, existing laws and regulations. Actual
costs incurred may differ from those amounts estimated. In addition, future changes to environmental laws and regulations
could increase the extent of restoration work required to be performed by the Group. Increases in future costs could
materially impact the provision recognised for decommissioning and restoration costs. The provision represents
management’s best estimate of the present value of the future decommissioning, restoration and remediation costs.
Mineral reserve and resource estimates
The Group estimates its ore reserves and mineral resources based on information compiled by Qualified Persons as
defined in accordance with The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
Reserves ('the JORC Code'). Reserves are used in impairment assessment and for forecasting the timing of settlement
of decommissioning and restoration costs. There are numerous uncertainties inherent in estimating ore reserves, and
assumptions that are valid at the time of estimation may change significantly when new information becomes available.
Changes in the forecasted prices of commodities, exchange rates, production costs or recovery rates could have a material
effect on the future of the Group’s financial position and results of operation.
Areas of accounting policy judgment are as follows:
Coyote and Paulsens Gold Operations acquisition
The Group completed the acquisition of the Coyote and Paulsens Gold Operations (the acquisitions) on 15 June 2022.
The Group applied the optional concentration test for this transaction in accordance with AASB 3 Business Combinations.
Accordingly, it has been concluded that as substantially all of the value arising from the transaction relates to exploration
and evaluation assets, the acquired assets do not represent a business and therefore the transaction has been accounted
for as an asset acquisition at cost.
Impairment review
The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal
sources of information, including such factors as market and economic conditions, production budgets and forecasts, and
life of-mine estimates. This would include an assessment of any significant declines in the market value of the Company’s
share price and changes in the quantity and grade of the recoverable reserves, commodity prices, capital costs, operating
costs and foreign exchange and interest rates. In undertaking this evaluation, management is required to make significant
judgements and if impairment indicators are identified, impairment testing will be necessary.
Accounting for capitalised exploration and evaluation expenditure
Once a license to explore an area has been secured, expenditures on exploration and evaluation activities are capitalised
as exploration and evaluation assets. Exploration and evaluation expenditures relate to the acquisition of mineral interests
and the subsequent search for deposits with economic potential, detailed assessment of deposits that have been identified
as having economic potential.
ANNUAL REPORT 2023
Page 53 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)
Once the technical feasibility and commercial viability of the extraction of mineral reserves or resources from a particular
mineral property has been determined, exploration and evaluation assets are reclassified to mineral properties and mine
development costs and are carried at cost until the properties to which the expenditures relate are sold, abandoned or
determined by management to be impaired in value.
The establishment of technical feasibility and commercial viability of a mineral property is assessed based on a
combination of factors, including: the extent to which mineral reserves or mineral resources as defined in The Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ('the JORC Code’) have been identified
through a feasibility study or similar document, the results of optimisation studies and further technical evaluation carried
out to mitigate project risks identified in the feasibility study, the status of environmental permits; and the status of mining
leases or other development permits.
Provision for restoration and rehabilitation
Future obligations to retire an asset, including dismantling, remediation and ongoing treatment and monitoring of the
site related to normal operations are initially recognised and recorded as a liability based on estimated future cash flows
discounted at a risk free rate. The restoration provision is adjusted at each reporting period for changes to factors including
the expected amount of cash flows required to discharge the liability, the timing of such cash flows, the inflation rate and
the risk-free discount rate.
The restoration provision is accreted to full value over time through periodic charges in the calculation of profit or loss. The
amount of the restoration provision initially recognised is capitalised as part of the related asset’s carrying value and
amortised during the production life of the asset. The method of amortisation follows that of the underlying asset’s “useful
life”. The costs related to a restoration provision are only capitalised to the extent that the amount meets the definition of
an asset and can bring about future economic benefit. A revision in estimates or a new disturbance will result in an
adjustment to the liability with an offsetting adjustment to the related asset.
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.
NOTE 5
OTHER INCOME
Net camp licensing income
Gain on revaluation of provision for rehabilitation
Foreign exchange gain
NOTE 6
LOSS FOR THE YEAR
Loss before income tax includes the following specific expenses:
Corporate Administration expenses:
Remuneration:
- Employee benefits
- Share-based payments
Corporate administration costs
Investor relation costs
Other
ANNUAL REPORT 2023
Consolidated
30 June 2023
$
30 June 2022
(Restated)
$
866,945
39,917
200
907,062
136,211
-
8,456
144,667
3,118,869
715,771
1,062,825
263,229
157,067
5,317,761
2,590,646
402,271
718,900
25,775
141,747
3,879,339
Page 54 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Finance costs:
Unwinding of rehabilitation provision present value
Interest
Other operating expenses:
Exploration and evaluation expenditure written off
Loss on sale of fixed assets
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
155,916
353
156,269
150,297
91,914
242,211
8,575
6,787
15,362
84,569
1,189
85,758
11,460,232
(11,460,232)
(4,958,400)
4,958,400
1,415,200
(1,415,200)
66,487
(66,487)
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 30% (2022: 25%)
Tax effect of permanent differences:
Non-deductible expenses
Capital raising costs
Net deferred tax asset benefit not brought to account
Tax (benefit)/expense
c) Deferred Tax – Balance Sheet
Deferred tax liabilities
Inventories
Property, plant and equipment
Other
(4,799,532)
(1,439,860)
254,565
240,411
944,884
-
(15,310)
(42,793)
(17,053)
(3,901,147)
(975,287)
100,568
(218,530)
1,093,249
-
-
-
-
Capitalised exploration expenditure
(30,322,705)
(8,644,932)
Deferred tax assets
Accrued expenses
Provisions – current
Provisions – non-current
Deductible equity raising costs
Un-realised foreign exchange gains
Equity issue costs
Revenue losses available to offset against future taxable income
Net deferred tax asset not recognised
ANNUAL REPORT 2023
-
168,518
52,961
16,071
(60)
778,981
31,604,746
2,223,355
136,093
95,007
-
714,676
-
-
8,507,312
808,156
Page 55 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 7
INCOME TAX (CONTINUED)
d) Deferred Tax – Income Statement
Liabilities
Inventories
Property, plant and equipment
Other
Capitalised exploration expenditure
Accruals
Assets
Provisions – current
Provisions – non-current
Business related costs – P&L
Un-realised foreign exchange gains
Equity issue costs
Increase in tax losses carried forward
Consolidated
30 June 2022
$
June 2022
(Restated)
$
(15,310)
(42,793)
(17,053)
(21,677,773)
(136,093)
73,511
52,961
(698,605)
(60)
778,981
-
-
-
(3,652,085)
(38,288)
41,020
143,153
-
-
23,097,434
3,572,687
Deferred tax benefit/(expense) movement for the period not
recognised
1,415,200
66,487
The deferred tax benefit of tax losses not brought to account will only be obtained if:
i.
ii.
iii.
The Company derives future assessable income of a nature and an amount sufficient to enable the benefit from
the tax losses to be realised;
The Company continues to comply with the conditions for deductibility imposed by tax legislation; and
No changes in tax legislation adversely affect the Company realising the benefit from the deduction of the losses.
All unused tax losses of $99,072,500 (2022: $34,029,248) were incurred by Australian entities.
NOTE 8 CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Deposits at call
a) Reconciliation to Cash at the End of the Year
4,656,945
18,122,023
-
50,000
4,656,945
18,172,023
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
18,172,023
4,656,945
b) Deposits at Call
Amounts classified as deposits at call are short term deposits (capable of being converted into cash within 90 days)
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
ANNUAL REPORT 2023
Page 56 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
d) Bonds and deposits
At 30 June 2023 the Group had two cash backed bank guarantees amounting to $64,920 (2022: to $64,920)
representing security for rental leases held by members of the Group. The cash used as security for the bank
guarantees is only available to the Group on termination of the respective leases.
Consolidated
30 June 2023
$
30 June 2022
(Restated)
$
2,641
-
382,333
231,532
227,686
7,039
384,974
466,257
491,329
-
(153,553)
-
125,066
366,262
337,776
491,328
56,843
-
Ownership Interest
2023
100%
100%
100%
2022
100%
100%
100%
NOTE 9 RECEIVABLES
a)
Trade and Other Receivables
Trade receivables
Other receivables
GST recoverable
Details of fair value and exposure to interest risk are included at Note 24
NOTE 10
INVENTORY
Opening balance
Inventory recognised on acquisition (Note 35)
Other movements in inventory for the period
Closing balance
NOTE 11 OTHER CURRENT ASSETS
Prepaid Insurance
NOTE 12 CONTROLLED ENTITIES
a)
Investment in Controlled Entities
Subsidiary Company
Country of Incorporation
Black Cat (Kal East) Pty Ltd
Black Cat (Paulsens) Pty Ltd
Black Cat (Coyote) Pty Ltd
Australia
Australia
Australia
Black Cat (Kal East) Pty Ltd was incorporated in Australia on 4 August 2017.
Black Cat (Paulsens) Pty Ltd was incorporated in Australia on 3 March 2022.
Black Cat (Coyote) Pty Ltd was incorporated in Australia on 16 February 1994.
The ultimate controlling party of the Group is Black Cat Syndicate Limited.
ANNUAL REPORT 2023
Page 57 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 13 NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT
Cost at the start of the
financial year (Restated)
Transfers
Additions
Disposals
Cost at the end of the
financial year
Accumulated
depreciation at the start
of the financial year
Depreciation expense for
the financial year
Exploration
Assets
$
Mobile Plant
$
Office
Equipment
$
Capital
Work in
Progress
$
Total
$
285,476
101,027
995,671
-
-
61,202
7,316,509
7,663,187
210,710
-
(311,737)
-
-
-
107,467
44,073
1,147,211
-
(150,927)
(150,927)
1,382,174
210,710
168,669
6,897,918
8,859,471
(42,957)
-
(32,132)
(1,283,115)
(88,949)
(94,909)
-
-
-
(75,089)
(1,466,973)
-
Disposals
-
-
-
Accumulated
depreciation at the end of
the financial year
Net book value at the start
of the 2022 financial year
(restated)
Net book value at the end
of the 2023 financial year
(1,326,072)
(88,949)
(127,041)
-
(1,542,062)
242,519
-
29,070
7,316,509
7,588,098
56,102
121,761
41,628
6,897,918
7,117,409
Property, plant and equipment is measured at cost, unless otherwise stated.
Capital work in progress includes assets which are not installed and ready for use at the balance date.
No items of property, plant and equipment have been pledged as security by the Group.
NOTE 14 RIGHT OF USE ASSETS
Carrying value at the start of the year
Amortisation charged
Derecognition of right of use asset on expiry of lease
Consolidated
30 June 2023
$
30 June 2022
(Restated)
$
127,787
(61,115)
(66,672)
-
194,458
(66,671)
-
127,787
NOTE 15 RIGHT OF USE ASSETS
A right of use asset had been recognised in respect of the Group’s corporate office lease. Refer to Note 19 for details of
the corresponding right of use liability arising from the abovementioned lease. The lease to which the right of use asset
was recognised expired on 31 May 2023. Prior to expiry, the Company entered into a new lease which commenced on 1
June 2023 and expires on 31 May 2024.
NOTE 16 CAPITALISED MINERAL EXPLORATION AND EVALUATION
Capitalised exploration costs at the start of the period
89,311,116
29,124,255
ANNUAL REPORT 2023
Page 58 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Acquisition costs for the period (refer table below)
Costs incurred during the period
Capitalised costs written off during the period:
- on relinquishment of tenure
- unallocated exploration expensed during the period
450,000
25,951,276
(150,297)
-
50,374,343
9,897,086
-
(84,569)
Capitalised exploration costs at the end of the period
115,562,095
89,311,116
The recoverability of the carrying amount of the exploration and evaluation assets is dependent upon the 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 the relinquishment of exploration tenements.
The Group completed the acquisition of the Coyote and Paulsens Gold Operations on 15 June 2022. The Group has
applied the optional concentration test for this transaction in accordance with AASB 3 Business Combinations. Accordingly,
it has been concluded that as substantially all of the value arising from the transaction relates to exploration and evaluation
assets, the acquired assets do not represent a business and therefore the transaction has been accounted for as an asset
acquisition at cost.
Restatement of acquired Exploration and Evaluation for the financial year ended 30 June 2022 (refer note 35):
Item
Cash consideration - upfront
Cash consideration - deferred
Share based consideration
Govt. duty (Provisional)
Employee entitlements assumed
Coyote
(Restated)
$
Paulsens
(Restated)
$
Total
(Restated)
$
10,634,000
11,000,689
2,140,734
1,107,409
6,075
3,866,000
3,999,311
778,266
531,866
73,474
14,500,000
15,000,000
2,919,000
1,639,275
79,549
Rehabilitation liability assumed
12,243,860
6,117,725
18,361,585
Total consideration
Inventory acquired
Property, Plant & Equipment acquired
37,132,767
15,366,642
52,499,409
-
1,000,000
125,066
1,000,000
125,066
2,125,066
Exploration and Evaluation assets acquired
36,132,767
14,241,576
50,374,343
Assets acquired
37,132,767
15,366,642
52,499,409
NOTE 17 TRADE AND OTHER PAYABLES
Trade payables and accruals
Other payables
5,549,296
109,200
5,658,496
3,103,956
109,200
3,213,156
The trade payables and accruals for the currently financial period includes a provisional amount for $1,639,274 for
Transfer Duty related to the acquisition of the Coyote and Paulsens projects (refer note 35). As the duty assessment had
not been finalised at the date of the financial report, management has exercised its judgement, based on independent
tax advice, to estimate the duty likely to be payable.
Details of fair value and exposure to interest risk are included at Note 25.
NOTE 18 EMPLOYEE ENTITLEMENTS
Annual leave
Long service leave
Short Term Incentives
461,763
99,963
-
561,726
291,051
88,974
114,492
494,517
ANNUAL REPORT 2023
Page 59 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 19 LEASE LIABILITIES
Leases
Carrying value at the start of the year
Lease payments made
Finance costs
Derecognition of provision on expiry of lease
132,362
(57,547)
245
(75,060)
190,395
(58,443)
410
-
-
132,362
Lease liabilities are split between current and non-current liabilities at the balance date as follows:
-
Lease liabilities due < 1 year
Lease liabilities due > 1 year
-
-
68,244
64,118
132,362
The lease liability relates to the Company’s corporate office lease at Level 3, 52 Kings Park Road, West Perth, Western
Australia.
The balance of the lease liability was derecognised on 31 May 2023 on termination of the lease agreement. The Company
has entered into a new lease for the above premises, which commenced on 1 June 2023 and expires on 31 May 2024.
From 1 June 2023 lease payments in relation to the current lease is recognised in the statement of profit and loss on a
monthly basis as incurred.
Refer to Note 14 for details of the corresponding right of use asset arising from the abovementioned lease.
Total cash outflows in relation to lease liability during the year were $57,547 (2022: $58,443)
NOTE 20 FINANCIAL LIABILITIES
Deferred consideration – current
Deferred consideration – non-current
Consolidated
30 June 2023
$
30 June 2022
$
5,000,000
5,000,000
15,000,000
-
10,000,000
15,000,000
On 7 November 2022 the Group entered into Deeds of Variation with the vendor of the Paulsens and Coyote Gold Project,
pursuant to which the parties agreed that deferred consideration of $15,000,000 due to the vendor on 30 June 2023, would
be paid in instalments as follows:
Instalment due 30 June 2023
Instalment due 30 June 2024
Instalment due 30 June 2025
Total
Coyote
Paulsens
Total
3,666,896
3,666,896
3,666,897
1,333,104
1,333,104
1,333,103
5,000,000
5,000,000
5,000,000
11,000,689
3,999,311
15,000,000
The instalment due on 30 June 2023 was paid prior to the balance date.
From 30 June 2023, fixed simple interest of 10% p.a. is payable on the June 2024, and June 2025 instalments. Interest
accrues on a monthly basis and is paid quarterly in arrears.
The deferred consideration is secured over the exploration tenements of Black Cat (Paulsens) Pty Ltd and Black Cat
(Coyote) Pty Ltd. Other liabilities are not secured over the assets of the Group.
ANNUAL REPORT 2023
Page 60 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 21 PROVISION FOR REHABILITATION COSTS
Opening balance
Liabilities recognised on acquisition
Unwinding of present value of liability
Revaluation adjustment
Closing balance
18,370,160
-
-
18,361,585
155,916
(39,916)
8,575
-
18,486,160
18,370,160
Refer to Note 35 for information regarding the amounts of rehabilitation liabilities recognised on the acquisition of net
assets associated with the Coyote and Paulsens Gold Projects.
Unwinding of the present value of the provision is included in finance costs in the statement of profit and loss.
NOTE 22
ISSUED CAPITAL
a)
Ordinary Shares
The Company is a limited liability public company incorporated in Western Australia, and whose share shares are publicly
traded on the Australian Securities Exchange. The Company’s ordinary shareholders have limited liability, whereby any
liability is limited to the amount (if any) unpaid on the shares 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 on
a show of hands, 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.
b) Share Capital
Issued share capital
c) Share Movements During the Period
Balance at the start of the financial
period
Shares issued on exercise of options
Shares issued on exercise of options
Share placement assets
Shares issued to as consideration –
acquisition of the Paulsens and
Coyote projects
Issue
Price
$0.20
$0.40
$0.55
$0.35
30 June 2023
30 June 2022 (Restated)
No.
$
No.
$
266,876,453
105,793,996
213,634,175
86,787,812
213,614,175
86,787,812
140,807,811
50,435,467
-
-
-
-
-
-
-
-
600,000
120,000
250,000
100,000
63,636,364
35,000,000
8,340,000
2,919,000
Shares issued on exercise of options
$0.20
8,930,278
1,786,056
Value transfer from share-based
payments reserve on exercise of
convertible securities
Share placement
Shares based payment – tenement
acquisition
Shares based payment - heritage
agreement
Less share issue costs
Balance at the end of the financial
period
459,177
$0.40
$0.00
42,500,000
17,000,000
1,500,000
450,000
$0.00
312,000
112,320
-
-
-
-
-
-
-
-
-
(801,369)
-
(1,786,655)
266,876,453 105,793,996 213,614,175
86,787,812
1Refer note 16 for further details regarding the fair value of shares issued to acquire assets.
ANNUAL REPORT 2023
Page 61 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 23 SHARE BASED PAYMENTS
Options
As at 30 June 2023, 5,844,000 (2022: 14,677,147) unissued ordinary shares of the Company are under option as follows:
Number of Options Granted
Exercise Price
700,000
250,000
129,000
202,000
330,000
675,000
700,000
798,000
1,760,000
300,000
60 cents
62 cents
120 cents
98 cents
100 cents
83 cents
65 cents
51 cents
55 cents
52 cents
Expiry Date
2 August 2023
18 May 2024
21 July 2024
10 December 2024
28 March 2025
8 November 2025
15 May 2026
28 July 2026
21 February 2027
21 March 2027
During the year ended 30 June 2023 the Company issued 3,433,000 options over unissued shares to employees (2022:
2,879,000).
During the financial period a total of 8,930,278 options exercisable at 20 cents and expiring 25 January 2023 were
exercised into shares.
2,125,000 employee options were cancelled during the financial year on cessation of employment and a total of 1,210,869
options were cancelled on expiry of the exercise period.
Since the end of, the financial period;
-
-
-
no options have been issued;
1,520,000 options were lapsed unexercised; and
no 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; or
any voting rights until the options are exercised into ordinary shares.
Weighted Average Contractual Life
The weighted average contractual life for un-exercised options is 31 months (2022: 16 months).
Reconciliation of Movement of Options Over Unissued Shares During the Period Including Weighted Average
Exercise Price (“WAEP”)
2023
2022 (Restated)
No
WAEP (cents)
No
WAEP (cents)
Options outstanding at the start of the period
14,677,147
Options granted during the period
Options cancelled during the period
Options exercised during the period
3,433,000
(3,335,869)
(8,930,278)
Options outstanding at the end of the period1
5,844,000
39.4
53.2
60.5
20.0
65.1
13,283,147
2,879,000
(635,000)
(850,000)
14,677,147
33.4
75.7
95.4
25.9
39.4
1 Sequent to the balance date 1,520,000 share option lapsed unexercised.
Basis and Assumptions Used in the Valuation of Options
The 3,433,000 options issued as remuneration during the financial year were valued using the Black-Scholes option
valuation methodology:
ANNUAL REPORT 2023
Page 62 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Date Granted
Number of
Options
Granted
Price at
Grant
(cents)
Exercis
e Price
(cents)
Expiry Date
Risk Free
Interest
Rate Used
Volatility
Applied
Value of
Options
29 Jul 2022
1,298,000
34.2
22 Feb 2023
1,835,000
36.5
22 Mar 2023
300,000
34.8
51
55
52
28 Jul 2026
2.98%
21 Feb 2027
3.62%
21 Mar 2027
2.92%
60.9%
71.8%
71.4%
$168,900
$310,608
$47,667
All options issued during the period vested on grant and the above values for the options have been recognised during the
reporting period in the statement of profit and loss.
Performance Rights
As at 30 June 2023, the Company had 5,667,007 (2022: Nil) performance rights on issue:
Number of Performance Rights on Issue
Performance Rights Fully Vested
Expiry Date
5,667,077
Nil
30 June 2027
A summary of the key terms of the performance rights are disclosed below:
•
•
each performance right entitles the holder to 1 fully paid ordinary share of the Company on conversion.
the performance rights have an exercise price of $0.
• Unexercised performance rights have not entitlement to vote at a shareholders meeting, or participate in the
winding up of the Company.
The Performance Rights on issue are subject to the following vesting conditions:
(i)
(ii)
One third (1/3) on achieving a sustained production rate of 40,000 to 45,000 ounces per annum at the Coyote
Gold Project;
One third (1/3) on achieving a sustained production rate of 60,000 to 70,000 ounces per annum at the Paulsens
Gold Project; and
(iii) One third (1/3) on achieving a sustained production rate of 50,000 to 60,000 ounces per annum at the Kal East
Gold Project.
A total of 6,838,337 (2022: Nil) performance rights were issued during the financial year.
During the financial year a total of 1,171,260 performance rights have been cancelled on cessation of employment.
Since the end of, the financial period:
-
-
-
-
no performance rights have been issued;
956,804 performance rights were cancelled;
no performance rights have become vested and exercisable into shares; and
no shares have been issued on the exercise of vested performance rights.
Basis and Assumptions Used in the Valuation of Performance Rights
6,838,337 performance rights issued as remuneration during the financial year were valued with reference to the
underlying share price at the date of grant (based on a 5-day volume weighted average price). The fair value attributed to
the performance rights are recognised for accounting purposes over the relevant performance right’s vesting period:
Date Granted
Expiry Date
29 Jul 2022
25 Nov 2022
22 Feb 2023
22 Mar 2023
30 Jun 2027
30 Jun 2027
30 Jun 2027
30 Jun 2027
Number of
Performance
Rights Granted
Underlying Price
at Grant (cents)
4,198,389
1,055,784
884,164
700,000
30.31
32.51
36.50
34.83
Fair Value of
Performance
Rights
$1,272,500
$343,254
$322,720
$243,806
ANNUAL REPORT 2023
Page 63 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 24 ACCUMULATED LOSSES
Accumulated Losses
Balance at the beginning of the year
Prior period amendment – fair value of lapsed convertible securities
recognised in a prior year
Transfer on exercise of convertible securities
Loss for the period
Balance at the end of the year
NOTE 25 RESERVES
Share-based Payment Reserve
Balance at the beginning of the year
Transfer of fair value recognised in prior periods to accumulated losses on
lapse of convertible securities
Fair value of convertible securities expensed during the year
Transfer of fair value to accumulated losses on conversion of convertible
security
Transfer of fair value to share capital on conversion of convertible security
Balance at the end of the year
2023
$
2022
(Restated)
$
(9,281,478)
(5,573,706)
434,557
-
-
193,375
(4,799,532)
(3,901,147)
(13,646,453)
(9,281,478)
2023
$
2022
(Restated)
$
1,505,000
1,296,105
(434,557)
715,771
-
402,271
-
(193,376)
(459,177)
1,327,037
-
1,505,000
(i) The Share-based Payment Reserve recognises the fair value of convertible securities granted but not exercised.
NOTE 26 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.
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
2023
$
2022
$
4,656,945
18,172,023
Cash Flow Sensitivity Analysis for Variable Rate Instruments
A change of 500 basis points (2002: 100 bps) 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.
ANNUAL REPORT 2023
Page 64 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 26 FINANCIAL INSTRUMENTS (CONTINUED)
Profit or loss
Equity
5% p.a.
Increase
15% p.a.
Decrease
5% p.a.
Increase
5% p.a.
Decrease
232,847
(232,847)
232,847
(232,847)
181,720
(181,720)
181,720
(181,720)
2023
Variable Rate Instruments
2022
Variable Rate Instruments
Liquidity Risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the
impact of netting agreements:
Consolidated
Carrying
Amount
Contractua
l
Cash
Flows
< 6
Months
6-12
Months
1-2 Years
2-5 Years
> 5 Years
$
$
$
2023
Trade and other
payables
5,658,496
5,658,496
5,658,496
Lease liabilities
-
-
Loan liabilities
10,000,000
10,000,000
-
-
$
-
-
$
-
-
5,000,000
5,000,000
Total
15,090,321
15,658,496
5,658,496
5,000,000
5,000,000
2022 (Restated)
Trade and other
payables
3,213,154
3,213,154
1,688,373
1,524,781
-
Lease liabilities
132,362
153,198
30,429
37,366
85,402
Loan liabilities
15,000,000
15,000,000
-
15,000,000
-
Total
18,345,516
18,366,352
1,718,802
16,562,147
85,402
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
2023
2022
Carrying Amount
$
Fair Value
$
Carrying Amount
$
Fair Value
$
Cash and cash equivalents
Trade and other receivables
4,656,945
384,974
4,656,945
18,172,023
18,172,023
384,974
466,256
466,256
Trade and other payables
(5,658,496)
(5,658,496)
(3,213,154)
(3,213,154)
Lease liabilities
Financial liabilities
Total
-
-
(132,362)
(132,362)
(10,000,000)
(10,000,000)
(15,000,000)
(15,000,000)
(10,616,577)
(10,616,577)
292,763
292,763
The Group’s policy for recognition of fair values is disclosed at Note 1(z).
ANNUAL REPORT 2023
Page 65 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 26 DIVIDENDS
No dividends were paid or proposed during the financial years ended 30 June 2023 or 30 June 2022.
The Company has no franking credits available as at 30 June 2023 or 30 June 2022.
NOTE 27 RELATED PARTY DISCLOSURES
(a)
Directors and Key Management Personnel
The following persons were considered Key Management Personnel of Black Cat during the financial year:
Name
Position
Term as KMP
Non-executive directors
Paul Chapman
Les Davis
Philip Crutchfield
Tony Polglase
Executive director
Gareth Solly
Senior executives
Michael Bourke1
David Sanders
David Lim
Non-executive chair
Non-executive director
Non-executive director
Non-executive director
Full financial year
Full financial year
Full financial year
Full financial year
Managing director
Full financial year
General Manager – Projects
Full financial year
Chief financial officer
Ceased 16 March 2023
Chief financial officer
Commenced 1 March 2023
1 Mr Bourke ceased employment subsequent to the end of the financial year on 10 July 2023.
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)
A summary of total compensation paid to Key Management Personnel during the year is as follows:
Key Management Personnel Compensation
Short Term
Post-
Employment
Other Long Term
Base Salary
$
Short Term
Incentive
$
Super-
annuation
Contributions
$
Value of
convertible
securities
$
Total
$
Value of
Convertible
securities
as a
proportion
of Total
Remunerati
-on
Name
2023
Directors
P Chapman
G Solly
L Davis
P Crutchfield
T Polglase
54,299
320,000
36,199
36,199
40,000
Total Directors
486,697
Other KMP
M Bourke1
290,000
-
-
-
-
-
-
-
5,701
35,658
3,801
3,801
-
-
60,000
-
43,6875
399,345
10.9%
-
-
-
40,000
40,000
40,000
-
-
-
48,961
43,687
579,345
30,450
58,000
378,450
15.3%
ANNUAL REPORT 2023
Page 66 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
D Sanders2
D Lim3
193,413
85,000
Total Other KMP
568,413
Total KMP
1,055,110
2022
Directors
P Chapman
G Solly
L Davis
P Crutchfield
T Polglase
54,545
280,000
36,364
36,364
39,333
-
-
-
-
-
19,6004
-
-
-
21,778
8,925
61,153
5,455
35,500
3,636
3,636
-
35,428
68,469
250,619
14.1%
162,394
42.2%3
161,897
791,463
110,114
205,584
1,370,808
-
-
-
-
-
-
-
-
-
-
-
-
60,000
335,100
40,000
40,000
39,333
514,423
Total Directors
446,606
19,600
48,227
Other KMP
M Bourke
D Sanders
D Lim
33,0131
200,000
-
-
14,0004
-
3,301
23,521
-
41,412
77,726
53.3%
-
-
237,521
-
-
-
Total Other KMP
233,013
14,000
26,822
41,412
315,247
Total
679,619
33,600
1 Mr Bourke’s employment commenced on 29 April 2022 and ceased on 10 July 2023 (subsequent to the balance date).
2 Mr Sanders’ employment ceased on 16 March 2023
3 Mr Lim’s employment commenced on 1 March 2023.
4 2022 STI bonus $19,600 and $14,000 accrued for G Solly and D Sanders respectively at 30 June 2022, and was paid in the 22/23 financial year.
5 Mr Solly’s valuation of convertible securities disclosed in the table above, of $343,254, differs to the value disclosed in the 2022 LTI Awards table, of
$320,000, due to the different valuation dates used. The $343,254 valuation is calculated on grant date (on shareholder approval) using a Black-Scholes
option pricing model.
829,680
41,412
75,049
(c)
Other Transactions with Key Management Personnel
During current there were no other transactions with Key Management Personal other than those disclosed above
During the prior financial year the Company employed the spouse of Gareth Solly in an administrative role. Remuneration
for the period ended 30 June 2022 was $74,913.
(d)
Related Entities
The following entities are related parties:
Subsidiary Company
Country of Incorporation
Black Cat (Kal East) Pty Ltd
Black Cat (Paulsens) Pty Ltd
Black Cat (Coyote) Pty Ltd
Australia
Australia
Australia
Ownership Interest
2023
100%
100%
100%
2022
100%
100%
100%
Details of transaction and balance between the Company and its subsidiary entities disclosed in the table above are
disclosed below:
The Company’s outstanding loans to subsidiary companies are as follows:
Black Cat (Kal East) Pty Ltd
Black Cat (Paulsens) Pty Ltd
Black Cat (Coyote) Pty Ltd
30 June 2023
$
30 June 2022
$
47,177,686
44,550,970
18,999,063
8,918,905
7,933,773
315,665
ANNUAL REPORT 2023
Page 67 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 27 RELATED PARTY DISCLOSURES (CONTINUED)
The Company provides funding and personnel to its subsidiaries at cost, the value of which are included in the loan
amounts disclosed above.
Loans to subsidiaries do not attract interest and are repayable on demand.
NOTE 28 AUDITOR’S REMUNERATION
30 June 2023
$
30 June 2022
$
Fees paid or payable to the Group’s auditor, Crowe :
- Services for statutory audit or review of financial statements
- Services for regulatory assurance purposes
- Non-audit services
Total
80,850
2,750
-
83,600
42,250
-
-
42,250
NOTE 29 CONTINGENCIES
(i)
Contingent Liabilities
There were no material contingent liabilities not provided for as at 30 June 2023 and 30 June 2022 other than:
Royalties
Kal East Gold project
The Group is subject to a 1% gross revenue royalty in respect of minerals produced from the following tenements:
E25/0499, E25/0512, E27/0532, P25/2287, P25/2288, P25/2293, P25/2377, P25/2378 and P25/2641.
The Group is subject to a 1% net smelter royalty in respect of minerals produced from the following tenements: E25/0594,
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, P26/4117, P26/4118, P26/4119 and
P26/4122.
Coyote Gold Operations
The Group is subject to a 1.75% gross royalty in respect of all minerals produced from the following tenements, with a
scaled dollar/oz based on production above 300koz: E80/1737, M80/0560, M80/0561 and M80/0645.
The Group is subject to a 1.5% gross royalty in respect of minerals produced from M80/0563.
The Group is subject to a scaled dollar/oz based on production above 300koz: E80/1483, E80/3665 and M80/0559.
Paulsens Gold Operations
The Group is subject to a 2.5% net smelter royalty in respect of all production from E08/1649, with an additional 0.75%
net smelter royalty in respect of all production over 250koz.
The Group is subject to a 1.75% gross royalty in respect of all minerals produced from E08/1650.
The Group is subject to a 1% net smelter royalty in respect of minerals produced from the following tenements: M08/0191,
M08/0192 and M08/0193.
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.
Contingent Consideration
ANNUAL REPORT 2023
Page 68 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Pursuant to the agreement to acquire the Coyote and Paulsens Gold Projects executed in the 2021/22 financial year the
Company has the following contingent liabilities in relation to the acquisitions:
Production Milestones
Contingent consideration
Production of 5,000 ounces of gold from Coyote Gold Project
Production of 50,000 ounces of gold from Coyote Gold Project (inclusive of initial
5,000 ounce production milestone)
Production of 5,000 ounces of gold from Paulsens Gold Project
Production of 50,000 ounces of gold from Paulsens Gold Project (inclusive of
initial 5,000 ounce production milestone)
$2,500,000
$2,500,000
$2,500,000
$2,500,000
Directors have determined that the fair value of the Milestone consideration is nil as at the reporting date. Production from
the Paulsens and Coyote gold projects is likely to be contingent upon successful funding of the projects’ development and
as such the timing and likelihood of commencement of mining and production activities is uncertain. The Company will
continue to assess the production outlook for these projects and contingent consideration may be recognised in future
reporting periods, if required by accounting standards.
(ii)
Contingent Assets
There were no material contingent assets as at 30 June 2023 (2022: $nil).
NOTE 30 COMMITMENTS
(a)
Exploration
The Group has certain obligations to perform minimum exploration work on mineral leases held. These obligations may
be varied by application or relinquishment of exploration tenure.
As at balance date, total exploration expenditure commitment on tenements held by the Group which has not been
provided for in the financial statements and which cover the following 12-month period amount to $4,792,960 (2022:
$3,802,600).
(b)
Contractual Commitments
There are no material contractual commitments as at 30 June 2023 (2022: $nil) not otherwise disclosed in the financial
statements.
NOTE 31 EVENTS OCCURRING AFTER THE BALANCE SHEET DATE
Subsequent to the end of the financial year the Company undertook a share placement to raise $8.3 million before costs
to sophisticated and institutional investor, with investors who participated in the placement to receive 1 share option for
each 2 shares subscribed for, with the grant of the options subject to shareholder approval. The placement was priced at
$0.225 per share. On 6 September the Company issued 33,866,668 fully paid ordinary shares to investors, with directors
applying for a further 3,022,222 shares on the same terms. The Company will seek shareholder approval for both the grant
of the attaching options and the director’s participation in the placement at a general meeting of shareholders.
The Company will seek quotation of the options if granted, however, whether the options are granted quotation on ASX
will depend on the compliance with the ASX requirements for the quotation of a secondary class of securities. No guarantee
can be provided that the ASX will grant quotation of the options, and where this was to occur, the options will remain an
unlisted class of options.
Proceeds from the Placement will be predominantly used for drilling and evaluation activities at Paulsens, where these
activities will target a substantial increase in cashflow over the Paulsens Restart Study released to the market on 10 July
2023. Additionally, the Group will use the Placement funds to pursue a debt funding solution which will form part of the
Paulsens Restart funding package.
Further to the above, on 26 September 2023, the Company announced that it had executed binding term sheets with
Fuyang Mingjin New Energy Development Co., Ltd (“Mingjin”) and Southeast Mingqing Supply Chain (Fuyang) Co., Ltd
(“Southeast”) for $60 million of funding ($45 million of equity funding and $15 million of debt funding).The availability of
these funds is subject to a number of conditions precedent, including:
• Foreign Investment Review Board and any other Australian regulatory approvals;
• Black Cat shareholder approval at a general meeting planned for late November 2023; and
• Chinese regulatory approvals required by Mingjin and Southeast with regard to overseas direct investment, including
Measures for the Administration of Overseas Investment Management (“MOFCOM”) and the Nation Reform and
Development Commission (“NDRC”) approvals. In support of the MOFCOM and NDRC approvals process, both
Mingjin and Southeast placed their respective funding package amounts totalling $60 million into escrow accounts as
required by the regulators.
ANNUAL REPORT 2023
Page 69 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
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.
NOTE 32 RECONCILIATION OF LOSS AFTER TAX TO NET CASH INFLOW FROM OPERATING ACTIVITIES
30 June 2023
$
30 June 2022
(Restated)
$
Loss from ordinary activities after income tax
(4,799,532)
(3,901,147)
Depreciation and amortisation
Loss on disposal of fixed assets
Exploration cost written off and expensed
Realised foreign exchange losses
Share based payments
Revaluation of provision for rehabilitation
Write off of right of use asset on termination of lease
Movement in assets and liabilities:
(Increase)/decrease in receivables
(Increase)/decrease in inventory
(Increase)/decrease in rehabilitation liability
Increase/(decrease) in payables
Increase/(decrease) in employee leave liabilities
172,932
91,914
150,297
-
828,091
(39,917)
66,671
(355,625)
-
155,916
148,501
196,220
83,727
1,189
87,080
(8,456)
402,271
-
-
(169,310)
(345,254)
18,359
434,698
92,835
Net cash outflow from operating activities
(3,384,532)
(3,304,008)
Non-Cash Investing and Financing Activities
During the 30 June 2022 financial year the Company issued shares in part consideration for the acquisition of exploration
assets as follows; 8,340,000 shares ($2,919,000) to acquire a 100% interest in the Coyote and Paulsens Gold Projects
from Northern Star Resources Limited.
Refer Note 35 for further details regarding acquisitions.
NOTE 33 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
c) Loss for year
30 June 2023
$
30 June 2022
(Restated)
$
Cents
(2.0)
Cents
(2.6)
(2.0)
(2.6)
Loss used in calculation of basic and diluted loss per share
($4,799,532)
($3,901,147)
No.
No.
d) Weighted Average Number of Shares Used as the Denominator
236,389,455
149,284,487
ANNUAL REPORT 2023
Page 70 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Weighted average number of shares used as the denominator in
calculating basic earnings per share
236,389,455
149,284,487
Weighted average number of shares used as the denominator in
calculating diluted earnings per share
NOTE 34
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
Loss for the year
Other comprehensive income
30 June 2023
$
30 June 2022
$
4,498,989
99,103,080
103,602,069
18,322,746
78,824,387
97,147,133
2,194,727
7,333,791
9,528,518
94,073,551
105,793,995
1,327,037
(13,047,481)
94,073,551
17,109,518
64,118
17,173,636
79,973,497
86,787,812
1,505,000
(8,319,315)
79,973,497
(5,162,724)
(3,764,498)
-
-
Total comprehensive income
(5,162,724)
(3,764,498)
Guarantees Entered into by the Parent Entity in Relation to the Debts of its Subsidiaries
As part of the acquisition of the Coyote and Paulsens gold projects from Northern Star Resources Pty Ltd, the parent entity
has guaranteed the outstanding consideration obligations of its wholly owned subsidiaries Black Cat (Paulsens) Pty Ltd
and . Black Cat (Coyote) Pty Ltd. Refer Note 19 Financial Liabilities and Note 29 Contingencies.
Contingencies
For full details of contingencies see Note 29.
Commitments
For full details of commitments see Note 30.
NOTE 35 PRIOR PERIOD ERROR
Black Cat Syndicate Limited completed the acquisition of 100% of the high-grade Coyote and Paulsens Gold Operations
from Northern Star Resources Limited on 15 June 2022 (the acquisitions).
ANNUAL REPORT 2023
Page 71 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
At 30 June 2022, the acquisitions were incorrectly accounted for in accordance with AASB 3 Business Combinations
(AASB 3). During the year ended 30 June 2023, Management identified an error in the application of the optional
concentration of assets’ test previously applied under AASB 3. Management have subsequently concluded that the
optional concentration of assets test was met for the acquisitions.
As a result of the above error, the 30 June 2022 comparative accounting balances have been restated where required.
A comparison of the values identified in relation to the acquisitions is set out below:
Coyote Gold Project
Fair value of asset acquired, and liabilities assumed:
Plant and Equipment1
Mining Assets2
Exploration and Evaluation Expenditure Assets
Provision for rehabilitation3
Employee benefit entitlements
Restated
Values
$
Fair Values
Previous
Values
$
Difference
1,000,000
534,815
-
1,242,286
36,132,767
36,778,904
(12,243,860)
(14,774,507)
(6,075)
(6,075)
465,185
(1,242,286)
(646,137)
2,530,647
-
Acquisition-date fair value of the total consideration transferred
24,882,832
23,775,423
1,107,409
Fair value of consideration:
Cash consideration paid to vendor
Deferred cash consideration
BC8 shares issued to vendor
Milestone payments
Govt. duties (Provisional)4
Paulsens Gold Project
Fair value of asset acquired, and liabilities assumed:
Inventory
Plant and Equipment1
Mining Assets2
Exploration and Evaluation Expenditure Assets
Provision for rehabilitation3
Employee benefit entitlements
Acquisition-date fair value of the total consideration transferred
Fair value of Consideration:
Cash consideration paid to vendor
Deferred cash consideration1
BC8 shares issued to vendor2
Milestone payments
Govt. duties (Provisional)4
10,634,000
10,634,000
11,000,689
11,000,689
2,140,734
2,140,734
-
1,107,409
-
-
-
-
-
-
1,107,409
24,882,832
23,775,423
1,107,409
Revised
Policy
$
Fair Values
Previous
Policy
$
125,066
1,000,000
-
146,075
173,869
917,030
14,241,575
14,633,172
(6,117,725)
(7,153,095)
Difference
(21,009)
826,131
(917,030)
(391,597)
1,035,370
-
(73,474)
9,175,442
3,866,000
3,999,311
778,266
-
531,865
(73,474)
8,643,577
531,865
3,866,000
3,999,311
778,266
-
-
-
-
-
-
531,865
1 Management applied it fair value accounting policy outline at Note 1 (aa) and AASB 13 Fair Value Measurement to internally estimate
the fair value of plant and equipment acquired in the transactions. To arrive at the fair value, management undertook a desktop review
of similar items of plant and equipment publicly advertised for sale prior to the 30 June 2023 balance date. As there is not an active
9,175,442
8,643,577
531,865
ANNUAL REPORT 2023
Page 72 of 88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
market for certain items of plant and equipment acquired it is uncertain if the values recognised are an accurate reflection of the
amount that the Group would receive if it were to dispose of the assets.
2 Assets previously categorised as mining assets have been reclassified as capitalised exploration and evaluation expenditure due to
the Company’s strategy at the acquisition date to undertake exploration activities prior to evaluating the development strategy for
each project.
3 Management has exercised its judgement to determine that the initial provision for rehabilitation recognised in accordance to AASB
137 Provision, Contingent Liabilities and Continent Assets is an appropriate approximation of the fair value of the rehabilitation
liabilities assumed.
4 Assessment of State Government Transfer Duties had not been finalised at the balance date, as such management has exercised it
judgement to estimate duty payable based on advice from an independent tax advisor.
ANNUAL REPORT 2023
Page 73 of 88
DIRECTORS DECLARATION
In the opinion of the directors of Black Cat Syndicate Limited (“the Company”)
(a)
the financial statements and notes set out on pages 42 to 73 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
giving a true and fair view of the financial position as at 30 June 2023 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 2023.
This declaration is made in accordance with a resolution of the Directors.
Signed at Perth this 29th day of September 2023.
Gareth Solly
Managing Director
ANNUAL REPORT 2023
Page 74 of 88
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT
TO THE MEMBERS OF BLACK CAT SYNDICATE LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Black Cat Syndicate Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial
performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1(a) in the financial statements, which details events or conditions, along with
other matters that indicate a material uncertainty exists that may cast significant doubt on the Group’s and
Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a separate and
independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe Global or any other member
of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or partnership interest in Findex (Aust) Pty
Ltd. Services are provided by Crowe Perth, an affiliate of Findex (Aust) Pty Ltd.
© 2023 Findex (Aust) Pty Ltd
ANNUAL REPORT 2023
Page 75 of 88
INDEPENDENT AUDITORS REPORT (CONTINUED)
Key Audit Matters
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report. Key
audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key Audit Matter
Asset Valuation
As at 30 June 2023 the Group’s
Consolidated Statement of Financial Position
includes property plant and equipment of
$7.1m and intangible exploration and
evaluation assets of
$115.5m.
This matter is considered a key audit
matter due to the following judgements
made by management:
• Determination of appropriate
impairment indicator factors relating to
the Group
• Determination of the appropriate
useful life of depreciable assets
The related accounting policies, critical
accounting estimates and judgements and
disclosures are contained in Notes 1, 3, 13
and 15 of the financial report.
How we addressed the Key Audit Matter
Our procedures included, but were not limited to:
• assessing the nature of the capitalised costs
through testing on a sample basis and
assessing whether the nature of the
expenditure met the capitalisation criteria.
• assessed the appropriateness of the
determination of the asset additions useful
lives.
• evaluated management’s assessment on the
identification of impairment indicators.
•
considering the appropriateness of the
disclosures in Notes 1, 3, 13 and 16 to the
financial statements in accordance with the
relevant requirements of Australian
Accounting Standards.
Prior Period Error: Acquisition of Coyote and Paulsens Gold Operations
In the current year management identified
that in terms of AASB 3 Business
Combinations (AASB 3) neither the
acquisition of the Coyote Gold Operation or
the Paulsens Gold Operation meet the
definition of a business.
This conclusion was made by management
based on a review of the nature of the
assets and activities acquired, which
resulted in determination
Our procedures included, but were not limited to:
•
•
testing internal controls designed and
applied by management to ensure that
the controls over financial reporting with
regards to the Coyote and Paulsens Gold
Operations acquisitions were
appropriately performed and reviewed.
involving senior team members who
understand the Group’s business, industry
and economic environment in
ANNUAL REPORT 2023
Page 76 of 88
INDEPENDENT AUDITORS REPORT (CONTINUED)
Key Audit Matter
How we addressed the Key Audit Matter
which it operates to assist with the
assessment of the transaction including
judgements applied around whether the
acquisition meets the definition of a business
under AASB 3.
researching and corroborating the
conclusions reached by management
using various interpretations, industry
practice and accounting literature.
reviewing all significant agreements,
schedules and supporting documentation for
the acquisitions.
•
•
• evaluating the accuracy of the
restatement disclosures made in the notes
to the financial statements with reference to
the calculations and accounting entries
processed by management.
that for each acquisition, substantially all of
the fair value of the gross assets acquired is
concentrated in a single identifiable asset or
group of similar identifiable assets, being
exploration and evaluation assets.
Accordingly, it was concluded that the
Coyote and Paulsens Gold Operations
should not have been accounted for as a
business combination in the prior year. As a
result of management’s re-assessment, the
Coyote and Paulsens Gold Operation
acquisitions have been accounted for as an
asset acquisition and as noted in note 29,
the agreement’s contain contingent
payments dependent on the achievement of
contracted milestones. Management has
exercised judgement in determining the
probability of achieving such milestones and
the timing of each. The estimated
contingent consideration at 30 June 2023 is
$nil.
We considered this to be a key audit matter
in the current year’s audit due to:
•
•
the difference in the accounting for the
acquisition as a business or an asset
being material and could significantly
impact the recognition and
measurement of amounts reported in
the consolidated financial statements
and the related disclosures; and
the significant judgement exercised by
management in applying AASB 3 and
determining that this is a prior period
error.
The related accounting policies, critical
accounting estimates and judgements and
disclosures are contained in Notes 1, 3, 13,
16, 21 and 35 of the financial report.
ANNUAL REPORT 2023
Page 77 of 88
INDEPENDENT AUDITORS REPORT (CONTINUED)
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2023 but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information; we are required
to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Group are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a
true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
ANNUAL REPORT 2023
Page 78 of 88
INDEPENDENT AUDITORS REPORT (CONTINUED)
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to
the disclosures in the financial report or, if such disclosures are inadequate, to modify the opinion. Our
conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However,
future events or conditions may cause an entity to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the group financial report. The auditor is
responsible for the direction, supervision and performance of the group audit. The auditor remains
solely responsible for the audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We are also required to provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most significance
in the audit of the financial report of the current year and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2023.
In our opinion, the Remuneration Report of Black Cat Syndicate Limited for the year ended 30 June 2023,
complies with section 300A of the Corporations Act 2001.
ANNUAL REPORT 2023
Page 79 of 88
INDEPENDENT AUDITORS REPORT (CONTINUED)
Responsibilities
The directors of the Group are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on
the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Crowe Perth
Sean McGurk
Partner
Dated at Perth this 29 September 2023
ANNUAL REPORT 2023
Page 80 of 88
ASX ADDITIONAL INFORMATION
Pursuant to the Listing Requirements of the Australian Securities Exchange, the shareholder information set
out below was applicable as at 16 September 2023.
A.
Distribution of Equity Securities
Analysis of numbers of shareholders by size of holding:
Ordinary Fully Paid Shares
Distribution
Number of shareholders
Securities held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
More than 100,000
Totals
220
994
593
1390
352
3,549
126,458
2,781,026
4,761,497
48,335,432
244,738,708
300,743,121
%
0.04%
0.92%
1.58%
16.07%
81.38%
100.00%
There are 615 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
Collins St Asset Management
Franklin Resources Inc and its Associates
Issued Ordinary Shares
Number of Shares
% of Shares
19,807,371
15,762,985
6.59%
5.24%
C.
Twenty Largest Shareholders
The names of the twenty largest holders of quoted shares are listed below:
Shareholder Name
HSBC Custody Nominees (Australia) Limited
Sandhurst Trustees Ltd
Mr Paul Ian Chapman and Associates
HSBC Custody Nominees (Australia) Limited - Gsco Eca
Mr Philip David Crutchfield and Associates
Northern Star Resources Limited
BNP Paribas Nominees Pty Ltd Acf Clearstream
BNP Paribas Noms Pty Ltd
Mr Leslie Brian Davis + Ms Annette Fay Davis
Issued Ordinary Shares
Number of Shares
% of Shares
22,967,859
17,211,111
9,154,687
8,500,000
8,441,026
8,340,000
7,742,960
6,941,210
6,095,977
7.64%
5.72%
3.04%
2.83%
2.81%
2.77%
2.57%
2.31%
2.03%
ANNUAL REPORT 2023
Page 81 of 88
ASX ADDITIONAL INFORMATION (CONTINUED)
BNP Paribas Nominees Pty Ltd
R W Associates Pty Limited
Citicorp Nominees Pty Limited
J P Morgan Nominees Australia Pty Limited
Briken Nominees Pty Ltd
Lempip Nominees Pty Ltd
Swanland Investment Ltd
Bell Potter Nominees Ltd
Ten Goals Pty Ltd
Parkrange Nominees Pty Ltd
Mr Gareth Laurence Solly and Associates
Total
D.
Unquoted Securities
Options over Unissued Shares
Number of Options
Exercise Price
$0.62
$1.20
$0.98
$1.00
$0.83
$0.65
$0.51
$0.55
$0.52
$0.62
250,000
129,000
202,000
330,000
675,000
220,000
798,000
1,420,000
300,000
250,000
4,324,000
Performance Rights
5,045,134
4,600,000
3,738,919
3,487,801
3,036,152
2,746,666
2,707,225
2,596,260
2,590,221
2,543,049
2,525,000
1.68%
1.53%
1.24%
1.16%
1.01%
0.91%
0.90%
0.86%
0.86%
0.85%
0.84%
131,011,257
43.56%
Expiry Date
18 May 2024
21 Jul 2024
10 Dec 2024
28 Mar 2025
8 Nov 2025
15 May 2026
28 Jul 2026
21 Jul 2027
21 Mar 2027
18 May 2024
Number of Holders
1
3
2
2
7
1
11
10
1
1
Number of Rights
Performance Condition
Expiry Date
Number of Holders
4,710,273
(a)
30 June 2027
7
a)
The Performance Rights will become exercisable into Shares by the holder pursuant to the following
specific performance conditions:
(i)
One third (1/3) on achieving a sustained production rate of 40,000 to 45,000 ounces per
annum at the Coyote Gold Project;
(ii) One third (1/3) on achieving a sustained production rate of 60,000 to 70,000 ounces per
annum at the Paulsens Gold Project; and
(iii) One third (1/3) on achieving a sustained production rate of 50,000 to 60,000 ounces per
annum at the Kal East Gold Project.
ANNUAL REPORT 2023
Page 82 of 88
ASX ADDITIONAL INFORMATION (CONTINUED)
E.
Voting Rights
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 no other securities on issue which are subject to restrictions on trading.
ANNUAL REPORT 2023
Page 83 of 88
TENEMENT INFORMATION
Lease
Location
Project Name
Area (km2)
Status
% Interest at
Start of Year
% Interest at
End of Year
M08/0099
M08/0196
M08/0222
M08/0515
L08/0012
L08/0013
L08/0014
L08/0015
L08/0081
L08/0091
L08/0092
L08/0103
L08/0113
L08/0168
L08/0169
M08/0191
M08/0192
M08/0193
E08/1649
E08/1650
E08/1745
E08/2499
E08/2555
E08/2556
E08/2558
E08/2560
E08/2655
E08/2659
E08/2755
E08/2791
E08/3569
E08/3573
E08/3605
E08/3606
E08/3608
E08/3621
E47/1553
E47/3305
E47/3396
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
Paulsens
PAULSENS
PAULSENS
BELVEDERE
PAULSENS
PAULSENS
PAULSENS
PAULSENS
PAULSENS
PAULSENS
TIMBUCK WELL
PAULSENS
PAULSENS
SCARBOROUGH BORE
PAULSENS
PAULSENS
MT CLEMENT
MT CLEMENT
MT CLEMENT
MERLIN
ELECTRIC DINGO
PAULSENS
MT STUART
PAULSENS
BELVEDERE NORTH
PAULSENS EAST
PAULSENS EAST
MT STUART
BADANA WELL
MT MCGRATH
MT MCGRATH
MERLIN
GREGORY
HARDEY
HARDEY
HARDEY
BIG SARAH
TOMBSTONE
HORSE WELL
METAWANDY CREEK
1.8
8.7
2.2
4.6
0
0
0.7
0.3
0.1
0
0
0.2
0
0.1
0.2
2.5
3.3
3.2
48.2
27.5
36.3
24.1
0.1
6.9
3.4
3.4
6.9
34.8
10.3
34.8
101.2
12.7
100.9
229.9
267.7
233.2
31
17.2
40.6
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
PENDING
PENDING
PENDING
PENDING
PENDING
PENDING
LIVE
LIVE
LIVE
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%
100%
100%
100%
0%
0%
0%
0%
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%
100%
100%
100%
100%
100%
100%
0%
0%
0%
0%
0%
0%
100%
100%
100%
Lease
Location
Project Name
Area (km2)
Status
% Interest at
Start of Year
% Interest at
End of Year
M 80/0559
M 80/0560
M 80/0561
M 80/0563
Coyote
Coyote
Coyote
Coyote
COYOTE
COYOTE
COYOTE
COYOTE
10
10
9.9
9.8
LIVE
LIVE
LIVE
LIVE
100%
100%
100%
100%
100%
100%
100%
100%
ANNUAL REPORT 2023
Page 84 of 88
TENEMENT INFORMATION (CONTINUED)
M 80/0645
L 80/0045
L 80/0046
L 80/0051
E80/1483
E80/1737
E80/3388
E80/3389
E80/3665
E80/5039
E80/5869
E80/5870
E80/5871
P80/1840
P80/1841
Coyote
Coyote
Coyote
Coyote
Coyote
Coyote
Coyote
Coyote
Coyote
Coyote
Coyote
Coyote
Coyote
Coyote
Coyote
BALD HILL
COYOTE
COYOTE
COYOTE
COYOTE EAST
WESTERN TANAMI
GREMLIN
GREMLIN
WESTERN TANAMI
PEBBLES
BALWINA
BALWINA
BALWINA
COYOTE
COYOTE
12.3
6.5
8.9
4
33
87.9
48.2
61
54.7
31.4
29
80.5
129
1
0.5
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
PENDING
PENDING
PENDING
LIVE
LIVE
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
100%
100%
Lease
Location
Project Name
Area (km2)
Status
% Interest at
Start of Year
% Interest at
End of Year
E25/0499
E25/0512
E25/0520
E25/0526
E25/0534
E25/0553
E25/0556
E25/0558
E25/0568
E25/0594
E25/0613
E25/0620
E26/0226
E27/0431
E27/0449
E27/0532
E27/0558
E27/0600
E27/0669
E27/0671
E27/0688
E27/0696
E27/0698
E27/0699
E28/2809
E28/3254
E28/3280
M25/0350
M25/0360
M25/0374
M25/0376
P25/2323
L25/0014
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
MOUNT YOULE
WOODLINE WEST
BULONG
TROJAN
SLATE DAM
SLATE DAM
SLATE DAM
TROJAN
TROJAN
HAMPTON HILL
HAMPTON HILL
HAMPTON HILL
HAMPTON
MT. MCLEAY
NORTH DAM
NORTH DAM
BALAGUNDI
HALFWAY HILL
HAMPTON
HAMPTON
HAMPTON
HAMPTON
HALFWAY HILL
HAMPTON
AVOCA DOWNS
AVOCA DOWNS
AVOCA DOWNS
IMPERIAL/MAJESTIC
CROWN
IMPERIAL/MAJESTIC
JONES FIND
JONES FIND
IMPERIAL/MAJESTIC
9.8
10.1
8.3
16.4
31.8
74.1
58.9
27.5
13.9
14.7
14.7
91.5
3.5
157.8
10.3
18.4
22.8
41.4
68.1
59
59
41.4
3
41.2
41.2
115
32
9.9
1.3
9.9
0.7
0.7
0.1
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
WITHDRAWN
PENDING
LIVE
LIVE
LIVE
LIVE
LIVE
PENDING
PENDING
LIVE
WITHDRAWN
PENDING
PENDING
PENDING
PENDING
PENDING
PENDING
LIVE
LIVE
PENDING
PENDING
LIVE
LIVE
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
100%
100%
100%
100%
0%+
0%#
0%
0%
0%
0%
0%
0%
0%
0%
0%
100%
100%
0%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
100%
100%
100%
100%
0%+
0%#
0%
100%
0%
0%
0%
0%
0%
0%
0%"
100%
100%
0%
0%
100%
100%
ANNUAL REPORT 2023
Page 85 of 88
TENEMENT INFORMATION (CONTINUED)
L25/0017
L25/0018
L25/0053
L25/0054
L25/0064
L25/0067
M25/0117
M25/0136
M26/0148
M26/0197
M26/0248
M26/0357
M26/0364
M26/0406
M26/0409
M26/0417
M26/0635
L26/0162
L26/0262
L26/0296
M25/0104
E25/0571
P25/2333
M25/0024
M25/0083
M25/0091
M25/0129
M25/0372
P25/2286
L25/0062
M26/0059
M26/0278
M26/0352
M26/0437
M26/0440
M26/0642
M26/0657
M26/0683
M26/0783
M26/0791
M26/0802
M26/0834
M28/0164
M28/0370
P25/2248
P25/2249
P25/2287
P25/2288
P25/2293
P25/2320
P25/2324
P25/2325
P25/2326
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
IMPERIAL/MAJESTIC
IMPERIAL/MAJESTIC
IMPERIAL/MAJESTIC
IMPERIAL/MAJESTIC
IMPERIAL/MAJESTIC
IMPERIAL/MAJESTIC
FINGALS FORTUNE
FINGALS FORTUNE
FINGALS FORTUNE
FINGALS EAST
FINGALS FORTUNE
FINGALS FORTUNE
FINGALS FORTUNE
FINGALS FORTUNE
FINGALS FORTUNE
FINGALS FORTUNE
FINGALS EAST
FINGALS FORTUNE
FINGALS FORTUNE
FINGALS FORTUNE
TROJAN
TROJAN
TROJAN
MYHREE
ANOMALY 38
TRUMP
BOUNDARY
TRUMP
TRUMP
HAMPTON HILL
WOMBOLA DAM
HAMMER & TAP
HAMMER & TAP
HAMMER & TAP
HAMMER & TAP
WOLBOLA DAM
WOMBOLA DAM
WOMBOLA DAM
WOMBOLA DAM
WOMBOLA DAM
WOMBOLA DAM
HAMMER & TAP
ROWE’S FIND
ROWE’S FIND
IMPERIAL/MAJESTIC
IMPERIAL/MAJESTIC
BULONG
BULONG
BULONG
TROJAN
BLACK HILLS
BLACK HILLS
BLACK HILLS
0
0
0.6
0
0.4
0.2
3.7
0.8
0.1
0.9
3.5
4.7
1.3
0.1
0.4
0.7
0.1
0.1
0.2
0.1
8.7
24.5
0.1
4.9
0.7
0.8
1.8
1.2
1.2
0.3
0
1.2
0.3
1.2
1.1
3.9
0.1
2.9
0.3
0
0
0
1.4
0.1
1.9
1.9
1.4
1
0.5
1.4
1.2
1.2
1.2
LIVE
LIVE
LIVE
LIVE
PENDING
WITHDRAWN
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
WITHDRAWN
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
PENDING
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
DEAD
DEAD
DEAD
LIVE
LIVE
LIVE
LIVE
100%
100%
100%
100%
0%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
100%
100%
100%
100%
100%
100%
100%
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%
100%
100%
0%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
100%
100%
100%
100%
100%
100%
100%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
100%
100%
100%
100%
ANNUAL REPORT 2023
Page 86 of 88
TENEMENT INFORMATION (CONTINUED)
P25/2327
P25/2328
P25/2331
P25/2355
P25/2357
P25/2358
P25/2366
P25/2367
P25/2368
P25/2369
P25/2377
P25/2378
P25/2463
P25/2478
P25/2479
P25/2480
P25/2481
P25/2553
P25/2554
P25/2581
P25/2624
P25/2625
P25/2632
P25/2648
P25/2674
P25/2683
P25/2684
P25/2685
P25/2693
P25/2695
P25/2703
P25/2719
P25/2720
P25/2724
P25/2727
P25/2741
P26/4090
P26/4091
P26/4117
P26/4118
P26/4119
P26/4122
P26/4176
P26/4177
P26/4179
P26/4184
P26/4550
P26/4551
P26/4552
P26/4553
P26/4554
P26/4555
P26/4556
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
BLACK HILLS
BLACK HILLS
BLACK HILLS
IMPERIAL/MAJESTIC
BLACK HILLS
BLACK HILLS
1.1
1.4
1.7
1.9
2
1.7
IMPERIAL/MAJESTIC
1.04
BULONG
BULONG
BULONG
VIRGIN DAM NORTH
VIRGIN DAM WEST
BULONG
BULONG
BULONG
BULONG
BULONG
BULONG
BULONG
BLACK HILLS
BULONG
BULONG
HAMPTON HILL
HAMPTON
HAMPTON
HAMPTON
HAMPTON
HAMPTON
HAMPTON
HAMPTON
IMPERIAL/MAJESTIC
HAMPTON
HAMPTON
IMPERIAL/MAJESTIC
IMPERIAL/MAJESTIC
HAMPTON
FINGALS FORTUNE
FINGALS FORTUNE
BLACK HILLS
BLACK HILLS
BLACK HILLS
BLACK HILLS
FINGALS FORTUNE
FINGALS FORTUNE
FINGALS FORTUNE
FINGALS FORTUNE
HAMPTON
HAMPTON
HAMPTON
HAMPTON
HAMPTON
HAMPTON
HAMPTON
2
2
1.7
2
1.9
1.4
1.2
1.9
1.8
1.7
1.2
1.2
0.9
1.2
1.2
1.2
0.5
0.1
1.9
1.8
1.5
2
1.2
0.1
1.2
1.2
8.6
1.4
1.4
1.9
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
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
PENDING
PENDING
PENDING
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
100%
100%
100%
0%
100%
100%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
100%
0%
0%
100%
100%
0%
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%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
ANNUAL REPORT 2023
Page 87 of 88
TENEMENT INFORMATION (CONTINUED)
P26/4557
P26/4558
P26/4559
P26/4560
P26/4561
P26/4562
P26/4573
P26/4574
P26/4600
P26/4601
P26/4602
P26/4653
P26/4679
P27/2326
P27/2327
P27/2328
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
Kal East
HAMPTON
HAMPTON
HAMPTON
HAMPTON
HAMPTON
HAMPTON
MT MONGER
MT MONGER
MT MONGER
MT MONGER
MT MONGER
FINGALS FORTUNE
FINGALS FORTUNE
HAMPTON HILL
HAMPTON HILL
HAMPTON HILL
2
1.8
0.7
0.1
1.8
1.9
0.1
0.1
1.6
1.6
1.8
1.9
0.1
1.8
1.8
1.6
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
LIVE
PENDING
LIVE
LIVE
LIVE
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
100%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
100%
100%
100%
" BC8 acquired through Paulsens and Coyote transaction - announcement 15 June 2022.
END OF ANNUAL REPORT
For the year ended 30 June 2023
ANNUAL REPORT 2023
Page 88 of 88