CALIDUS RESOURCES LIMITED
ABN 98 006 640 553
30 JUNE 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
ANNUAL REPORT
30 June 2019
CORPORATE DIRECTORY
CURRENT DIRECTORS
David Reeves
Mark Connelly
Keith Coughlan
Adam Miethke
COMPANY SECRETARY
Julia Beckett
Managing Director
Non-executive Chairman
Non-executive Director
Non-executive Director
REGISTERED OFFICE
Street:
Suite 12, 11 Ventnor Avenue
SHARE REGISTRY
Automic Pty Ltd
WEST PERTH WA 6005
Street:
Level 3, 50 Holt Street
SURRY HILLS NSW 2010
Telephone:
+61 (0)8 6245 2050
Postal:
PO Box 1156
Email:
info@calidus.com.au
NEDLANDS WA 6909
Website:
http://www.calidus.com.au
Telephone:
1300 288 664
Email:
hello@automic.com.au
Website:
http://automic.com.au
SECURITIES EXCHANGE
Australian Securities Exchange
SOLICITORS TO THE COMPANY
Bellanhouse
Level 40, Central Park, 152-158 St Georges Terrace
Level 19, Alluvion
Perth WA 6000
58 Mounts Bay Road
Telephone:
131 ASX (131 279) (within Australia)
Perth WA 6000
Telephone:
+61 (0)2 9338 0000
Facsimile:
Website:
ASX Code
+61 (0)2 9227 0885
www.asx.com.au
CAI
Auditors
Moore Stephens
Level 15, Exchange Tower, 2 Esplanade
Perth WA 6000
Telephone:
+61 (0)8 9225 5355
Website:
www.moorestephens.com.au
Page | 1
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
CONTENTS
Chairman’s Letter ................................................................................................................................................................. 3
Operations Review ............................................................................................................................................................... 4
Mineral Resource and Ore Reserve Statement .................................................................................................................... 12
Directors' report ................................................................................................................................................................. 13
Remuneration report ......................................................................................................................................................... 18
Auditor's independence declaration ................................................................................................................................... 25
Consolidated statement of profit or loss and other comprehensive income ........................................................................ 26
Consolidated statement of financial position ..................................................................................................................... 27
Consolidated statement of change in equity ....................................................................................................................... 28
Consolidated statement of cash flows ................................................................................................................................ 29
Notes to the consolidated financial statements .................................................................................................................. 30
Directors' declaration ......................................................................................................................................................... 64
Independent auditor's report.............................................................................................................................................. 65
Additional ASX Information ......................................................................................................................................................... 69
Page | 2
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Chairman’s Letter
Dear Shareholder
Welcome to the 2019 Annual Report for Calidus Resources.
ANNUAL REPORT
30 June 2019
On behalf of the Board of Directors, I am delighted to report on what has been a highly successful year for your Company as we
advanced our strategy to become an Australian gold producer.
The year was marked by the achievement of two key milestones – the substantial increase in Resources at our flagship
Warrawoona Gold Project in WA’s Pilbara and the subsequent completion of the Pre-feasibility Study (PFS).
Our successful drilling campaigns resulted in the Warrawoona Resource growing by 75% to 21.2 million tonnes at 1.83 g/t for
1.25 million ounces. Importantly, the shallow and high-grade nature of the Resource and its prime location close to quality
infrastructure and a number of operating mines makes Warrawoona a highly-valuable asset which is well-positioned to become
a stand-alone mining and processing operation.
This substantial Resource inventory underpinned the PFS, which demonstrated that Warrawoona will be a robust project based
on a simple mining and processing operation which will generate strong margins and cashflow.
There is also immense potential to grow the inventory and mine life, as demonstrated by strong ongoing exploration results.
The success of the past year has put us firmly on track towards our goal of developing Warrawoona. In preparation for this next
chapter, we appointed experienced resources executive Paul Brennan as Chief Operating Officer, further strengthening our team.
Since the end of the 2018 financial year, Calidus has successfully raised approximately $17M through placements to institutional
and sophisticated investors and a number of exercises of options. Fellow ASX-listed mining company Alkane Resources invested
$6.1M in strategic placements and another $2.2M through the exercise of options, bringing its interest in the Company to
approximately 13%.
These measures have ensured that Calidus is now well-funded to continue our exploration program in parallel with the project
Definitive Feasibility Study.
Finally, I would like to take this opportunity to thank all staff, advisors, contractors and our shareholders who have supported us
over the past year.
I look forward to updating you throughout the new financial year as we continue to advance Warrawoona.
Mark Connelly
Non-executive Chairman
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ANNUAL REPORT
30 June 2019
Operations Review
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Calidus Resources is pleased to present its key operating results for the year to 30 June 2019.
HIGHLIGHTS
•
75% increase in the Total Warrawoona Mineral Resource to 21.2Mt @ 1.83g/t Au for 1.25Moz.
Indicated Mineral Resource of 13.5Mt @ 1.85g/t Au for 795,000 ozs
Inferred Mineral Resource of 7.7Mt @ 1.81g/t Au for 453,000 ozs
o
o
•
Pre-Feasibility completed post year end details Warrawoona as a 100,000 oz pa producer:
o Maiden Reserve of 8.9Mt @ 1.5g/t for 418koz
o
100,000 oz pa producer for an initial 6 years, plans to expand for feasibility study
o All-In Sustaining Costs (ASIC) of $1,159/oz for Life of Mine costs from production start
o NPV (pre-tax 8%) $151m and IRR 40% based on a A$1,800/oz
o NPV (pre-tax 8%) $234m and IRR 56% based on A$2,000/oz
o NPV (post-tax 8%) $108m and IRR 33% based on a A$1,800/oz
o NPV (post-tax 8%) $168m and IRR 47% based on A$2,000/oz
o Gold trading plus $2,200/oz post release of PFS
o
o
o
Payback 26 months from production start based on a A$1,800/oz study gold price
Payback 19 months from production start based on a A$2,000/oz spot price
Capital cost of $95m including contingency
•
•
•
•
36,000m of drilling completed during the year confirms that gold mineralisation remains open down-dip and along strike
from Klondyke;
Strengthened the Group’s management team with appointment of Paul Brennan as Chief Operating Officer;
Definitive Feasibility Study (DFS) and permitting now underway as is additional drilling aimed at extending mine life and
highlighting the large regional potential of the area.
Strategic raising and options exercises in the year resulted in cash inflows of $7.8M during the year. An additional $9M was
raised post year end to leave Calidus fully financed for the upcoming drilling and DFS.
• One Lost Time Injury (LTI) was reported for the year, being a hand injury to a driller sustained during drilling operations.
OVERVIEW AND BACKGROUND ON COMPANY’S PROJECTS
Calidus Resources (ASX:CAI) is an ASX-listed gold exploration company which controls the entire Warrawoona Gold Project in the
East Pilbara district of Western Australia.
The Warrawoona Gold Project hosts a total Mineral Resource of 1,248,000 ozs at 1.83g/t Au (Indicated Mineral Resource of 13.5 Mt
@ 1.83 g/t Au for 795,000 ozs, Inferred Mineral Resource of 7.7Mt @ 1.81g/t Au for 453,000 ozs) defined over a continuous 5km of
strike which remains open in all directions. The Company controls approximately 781 square kilometres of prospective tenements
that host over 200 historic workings and three satellite Mineral Resources at Fieldings Gully, Copenhagen and Coronation.
A robust PFS was delivered in July 2019 that showed a base case of Warrawoona producing 100,000ozpa over a 6-year mine life at
an AISC of A$1,159/oz. A Definitive Feasibility Study and permitting is now underway as is additional drilling aimed at extending mine
life and highlighting the large regional potential of the area.
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CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
ANNUAL REPORT
30 June 2019
Figure 1: Location of the Warrawoona Gold Project
The Warrawoona Gold Project site is located 28km South East of Marble Bar accessed by an all-weather road. Marble Bar is two
hours travel by road from Port Hedland, Australia’s largest Port and provides ease of access to logistic routes, major suppliers and
relevant skills base.
Gold was first discovered in the Marble Bar area in 1896 and was mined for around 15 years during that period.
The Warrawoona tenements have remained idle due to fragmented ownership in the area and have never been subject to modern
exploration or mining techniques. Since listing in June 2017 and through a series of transactions, Calidus has been able to consolidate
the Warrawoona tenements which is the key to unlocking the value from the shallow outcropping mineralisation which is prevalent
throughout the area.
The Warrawoona Gold Project is located on granted mining leases which have been recently renewed for 30 years. A majority of the
Warrawoona Gold Project is located on the Warrawoona Mining Common which is excised from the surrounding Pastoral lease.
P a g e | 5
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Klondyke Deposit
Figure 2: Warrawoona Gold Project Location and tenements
The mining leases comprising the Klondyke Prospect lie within the Warrawoona Gold Project, one of the oldest greenstone belts
within the Pilbara Craton.
The Klondyke Deposit is located approximately 70km from Bamboo Creek and 90km from Millennium Minerals (refer Figure 1).
The resource outcrops at surface and is currently defined over 5 km of strike, remaining open along-strike and down-dip.
Mineralisation at Klondyke is characterised by two parallel mineralised lodes containing abundant sulphides and sericite with
occasional bonanza high-grade gold shoots lying within the overall shear framework. The Klondyke Deposit also comprises the
St George Shear that was identified by the Company and included into the Resource inventory in 2019. St George is located 150m
immediately north of and parallel to the Klondyke Main Shear.
Extensive metallurgical test work has established that the gold mineralisation is free milling and amenable to gravity and cyanide
extraction methods.
Figure 3 illustrates the Klondyke Deposit, Klondyke East and St George Prospects included in the Mineral Resource. Figure 4
illustrates a long section of the Klondyke Resource with the distribution of drilling that was used to inform the upgraded Mineral
Resource.
P a g e | 6
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
ANNUAL REPORT
30 June 2019
Figure 3: Klondyke Dec 2018 Resource Extents Plan View
Figure 4: Long section of the Feb 2019 Klondyke Deposit Mineral Resource colour-coded for resource classification with
2017 Resource outline
Satellite Mineral Deposits
The Company controls numerous other tenements to the west of the Klondyke prospect that contain numerous historic workings
and known prospects. The tenements are largely untested and contain highly prospective geology. Key targets are centred on
the historical Fieldings Gully, Coronation and Copenhagen mines which together contain 98,000 ozs of Mineral Resources.
P a g e | 7
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Figure 5: Location and geology of the Copenhagen, Coronation and Fieldings Gully satellite deposits
MINERAL RESOURCES
In February 2019, Calidus was pleased to announce a substantial increase in the Company’s Mineral Resource with a high
conversion to Indicated Mineral Resources at Warrawoona. The total JORC 2012 Mineral Resource (Measured, Indicated and
Inferred) stood at 21.2Mt at 1.83g/t Au for 1.25 million ounces. This represented an increase of 76% from the December 2017
JORC Resource of 654,000 ounces at a grade of 2.06g/t Au.
The upgraded Mineral Resource summary is shown below.
PRE-FEASIBILITY STUDY
A pre-Feasibility was completed post year end and details Warrawoona as a 100,000 oz pa producer:
o Maiden Reserve of 8.9Mt @ 1.5g/t for 418koz
o
100,000 oz pa producer for an initial 6 years, plans to expand for feasibility study
o All-In Sustaining Costs (ASIC) of $1,159/oz for Life of Mine costs from production start
o NPV (pre-tax 8%) $234m and IRR 56% based on A$2,000/oz
o NPV (post-tax 8%) $168m and IRR 47% based on A$2,000/oz
o Gold trading plus $2,200/oz post release of PFS
o
o
Payback 26 months from production start based on a A$1,800/oz study gold price
Payback 19 months from production start based on a A$2,000/oz spot price
P a g e | 8
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
o
Capital cost of $95m including contingency
ANNUAL REPORT
30 June 2019
MAIDEN RESERVE
As a result of the PFS study, a maiden Ore Reserve was published for Calidus.
ON GOING EXPLORATION
In June 2019 the Company announced the results from a regional drilling programme, up to 5km west of the current 1.15Moz
Klondyke Resource. The results highlight the large exploration upside on the Company’s tenements outside the current resource.
P a g e | 9
Capital CostsLife of MineProcessing Plant$72 mNon Processing Infrastructure and Owners Cost$16 mContingency $7 mTotal Capital Summary$95 mProduction SummaryKey ParameterMine Life6 yrsGold Recovered580,490 ozProcessing Rate2.0mtpaAverage LOM Metallurgical Recovery95%Project Economics (A$)Study Gold Price$1,800 ozRevenue$1,045 mAll in Sustaining Costs$1,159 /ozLife of Mine Pre-Tax Operating Cashflow$305 mNPV8% (Pre-tax)$144 mIRR (Pre-tax)40%NPV8% (Post-tax)$101 mIRR (Post tax)33%Payback (from Production start)26 monthsAISC SummaryLOM Cost (A$m)LOM Cost (A$/t)LOM Cost (A$/oz)Open Pit Mining$258 m$27 /t$635 /ozUnderground Mining$175 m$69 /t$837 /ozMining$433 m$36 /t$746 /ozProcessing and Maintenance$181 m$15 /t$312 /ozBusiness Services$25 m$2 /t$44 /ozRoyalties (State and third party)$34 m$3 /t$58 /ozTotal$673 m$56 /t$1,159 /oz
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Significant 4m composite results included:
o
o
o
o
o
o
8m @ 8.06g/t Au from 56m in 19TRAC008;
4m @ 8.87g/t Au from 48m in 19WWWB004;
12m @ 2.37g/t Au from 52m in 19KLAC009;
8m @ 1.85g/t Au from 48m in 19TRAC009;
4m @ 3.54g/t Au from 60m in 19TRAC006 and
4m @ 2.35g/t Au from 44m in 19SGAC003.
PLANNED WORK FOR 2019/2020
Several phases of drilling are planned for the current year. Phase one which commenced in July aims to both improve confidence
and expand the mine life outlined in the recent pre-feasibility study (PFS). The program includes:
•
•
•
•
6,500m of RC and core drilling infilling proposed underground resources at the Klondyke deposit
3,900m of RC drilling at Klondyke aiming to convert Indicated to Measured Resources during initial years of
production (as per PFS)
1,600m of shallow RC drilling at Klondyke East aimed at expanding pit limits
3,000m of RC drilling at Klondyke West testing a number of high-priority regional exploration targets
Further work on inputs in to the DFS will be completed in the 1st half of the coming year before planned completion of the DFS in
Q3 calendar 2020.
COMMUNITY RELATIONS
As part of the Project Permitting process, and wider stakeholder engagement, Calidus staff and representatives have held
meetings and project updates with Traditional Owners, Pastoralists, surrounding mines and tenure holders, the Marble Bar
Community, Shire of East Pilbara, Local Members’ of Parliament, State Government Agencies - DMIRS (Department of Mines,
Industry Regulation and Safety), DWER (Department of Water and Environment Regulation), DBCA (Department of Biodiversity,
Conservation and Attractions) and Federal Government Agency DoEE (Department of Environment and Energy).
CORPORATE
Senior Management and Board Appointments
In March 2019, Calidus appointed experienced mining executive Paul Brennan as Chief Operating Officer. Mr Brennan is a highly
regarded Mining Engineer with an MBA and Graduate Certificate in Project Management and 20 years’ experience in the mining
industry.
Marketing at Investor Conferences
The Managing Director presented and attended numerous investor conferences throughout the year including Beaver Creek, RIU
Fremantle, RRS Gold Coast and Sydney, Noosa and Diggers and Dealers. Roadshows were completed in Sydney, Melbourne,
London, Zurich and Perth for meetings with Institutional Investors.
Major Equity Inflows
On 17 October 2018, Calidus announced a strategic placement of 125m shares to Alkane Resources Ltd, a New South Wales gold
producer, to raise proceeds of approximately $3.7m. This was followed by a further placement to Alkane on 30 April 2019 of 80m
shares at an issue price of 2.7c/ to raise proceeds of approximately $2.2m.
On the 17 June 2019, the Company announced the exercise of options that resulted in the raising of $1.9m.
Post year end, Calidus was pleased to announce the successful Placement of $9M to institutional investors. The Placement
received strong support from new and existing institutional investors for the continued advance of the flagship Warrawoona Gold
Project.
Disposal of Conglomerate Rights
On 28 August 2018, Calidus announced it had disposed of its conglomerate gold rights to Pacton Gold which is listed on the TSX
for C$3.5m in stock with a deferred consideration of up to 3,000,000 Pacton Gold Shares to be issued if the VWAP over the 30
P a g e | 10
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
ANNUAL REPORT
30 June 2019
trading days is C$0.50 or less. At years end, Callidus still held this stock and will look to liquidate it in the coming year to assist in
funding the ongoing programmes.
Mineral Resource and Ore Reserve Statement
Warrawoona Gold Project Mineral Resources
Warrawoona Gold Project Ore Reserve
CORPORATE GOVERNANCE - RESERVES AND RESOURCES CALCULATIONS
Due to the nature, stage and size of the Company’s existing operations, Calidus is of the opinion there would be no efficiencies
gained by establishing a separate Mineral Reserves and Resources committee responsible for reviewing and monitoring the
Company’s processes for calculating Mineral Reserves and Resources and for ensuring that the appropriate internal controls are
applied to such calculations. However, the Company ensures that all Mineral Reserve and Resource calculations are prepared by
competent, appropriately experienced geologists and are reviewed and verified independently by a qualified person.
COMPETENT PERSONS STATEMENT
The information in this announcement that relates to exploration results is based on and fairly represents information compiled
by Jane Allen a competent person who is a member of the AusIMM. Jane Allen is employed by Calidus Resources Limited and holds
shares in the Company. Jane has sufficient experience that is relevant to the style of mineralisation and type of deposits under
consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 edition of the
Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves. Jane Allen consents to the inclusion in
this announcement of the matters based on her work in the form and context in which it appears.
The information in this report that relates to Klondyke, Copenhagen and Coronation Mineral Resources is based on and fairly
represents information compiled or reviewed by Mr. Lynn Widenbar, Principal Consultant of Widenbar and Associates Pty Ltd, who
is a Member of the AusIMM and the AIG. Mr. Lynn Widenbar is a full-time employee of Widenbar and Associates Pty Ltd. and has
sufficient experience, which is relevant to the style of mineralisation and types of deposit under consideration and to the activities
undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code of Reporting of Exploration
Results, Mineral Resources and Ore Reserves. Mr. Lynn Widenbar consents to the inclusion of 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 Ore Reserves is based on and fairly represents information compiled or reviewed by
Mr. Steve O’Grady. Mr O’Grady has confirmed that he has read and understood the requirements of the 2012 Edition of the
Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. He is a Competent Person as defined
by the JORC Code 2012 Edition, 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 O’Grady 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.
P a g e | 11
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
TENEMENT SCHEDULE AS AT 30 JUNE 2019
CALIDUS RESOURCES & SUBSIDAIRIES
TENEMENT SCHEDULE
Tenement ID
Holder
Size (ha)
Renewal
Ownership/
Interest
GRANTED
E45/4856
E45/4857
E45/3615
E45/4236
E45/4905
E45/4906
E45/5178
M45/0521
M45/0547
M45/0552
M45/0668
M45/0669
M45/0670
M45/0671
M45/0672
M45/0679
M45/0682
M45/0240
Applications
E45/5374
L45/0523
L45/0527
P45/3065
Option to Acquire
E45/4555
E45/5172
E45/4843
Joint Venture
E45/3381
E45/4666
E45/4622
E45/4194
E45/4934
P45/2781
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Keras (Pilbara) Gold Pty Ltd
Epminex WA Pty Ltd
Epminex WA Pty Ltd
Epminex WA Pty Ltd
Beatons Creek Gold Pty Ltd
Beatons Creek Gold Pty Ltd
Beatons Creek Gold Pty Ltd
Grant's Hill Gold Pty Ltd
Beatons Creek Gold Pty Ltd
Beatons Creek Gold Pty Ltd
2,554.05
14,681.95
3,513.73
958.25
638.86
319.46
6,067.13
18.11
17.72
9.71
242.05
101.95
113.10
118.65
116.20
121.30
235.95
6.07
22,018.45
172.54
251.51
29.45
1,917.75
4,307.32
942.15
7,965.63
3,163.98
4,222.07
1,278.29
1,596.99
2.42
20/05/2023
20/05/2023
22/11/2020
19/10/2019
29/11/2022
29/11/2022
22/11/2023
10/03/2034
2/05/2035
18/01/2035
28/12/2037
28/12/2037
29/12/2037
29/11/2037
1/08/2037
8/04/2038
17/04/2038
17/11/2028
APPLICATION
APPLICATION
APPLICATION
APPLICATION
1/03/2022
30/05/2024
2/07/2022
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
50%
16/03/2021
Earning to 70%
23/11/2021
Earning to 70%
4/05/2022
Earning to 70%
14/07/2019
Earning to 70%
22/01/2023
Earning to 70%
10/06/2020
Earning to 70%
P a g e | 12
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Directors' report
ANNUAL REPORT
30 June 2019
Your directors present their report on the consolidated entity, consisting of Calidus Resources Limited (Calidus or the Company)
and its controlled entities (collectively the Group), for the financial year ended 30 June 2019.
1. Directors
The names of Directors in office at any time during or since the end of the year are:
•
•
•
•
•
Mr David Reeves
Mr Mark Connelly
Mr Keith Coughlan
Mr Adam Miethke
Mr Peter Hepburn- Brown
Managing Director
Non-executive Chairman
Non-executive Director
Non-executive Director
Non-executive Director (Passed away 2 September 2018)
Directors have been in office since the start of the period to the date of this report unless otherwise stated.
2.
Company secretary
Ms Julia Beckett was appointed Company Secretary of the Company on 24 September 2018. Ms Beckett holds a Certificate
in Governance Practice and Administration and is an Affiliated Member of the Governance Institute of Australia.
3. Dividends paid or recommended
There were no dividends paid or recommended during the financial year ended 30 June 2019.
4.
Significant changes in the state of affairs
Please refer to the operations review for the significant changes in the state of affairs of the Group that occurred during
the financial year.
5.
Significant changes in principal activities
There were no significant changes to the Group’s principal activities during the financial year.
6. Operating and financial review
6.1
Nature of Operations Principal Activities
Calidus is a gold exploration company that controls the Warrawoona Gold Project in the East Pilbara district of the
Pilbara Goldfields in Western Australia.
6.2
Operations review (refer Operations Review on page 4)
6.3
Financial review
a.
Operating results
For the 2019 financial period the Group delivered a loss before tax of $1,242,718 (2018: $2,874,136 loss).
The financial statements have been prepared on a going concern basis, which contemplates the continuity
of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary
course of business.
b.
Financial position
The net assets of the Group have increased from 30 June 2018 by $6,953,149 to $21,985,483 at 30 June
2019 (2018: $15,032,334).
P a g e | 13
ANNUAL REPORT
30 June 2019
Directors' report
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
As at 30 June 2019, the Group's cash and cash equivalents decreased from 30 June 2018 by $1,996,878 to
$4,145,369 at 30 June 2019 (2018: $6,142,247) and had working capital of $2,576,540 (2018: $5,237,490
working capital), as noted in Note 14e.
6.4
Events subsequent to reporting date
PRE-FEASIBILITY STUDY
A pre-Feasibility was completed post year end and details Warrawoona Gold Project as a 100,000 oz pa producer:
o Maiden Reserve of 8.9Mt @ 1.5g/t for 418koz
o
100,000 oz pa producer for an initial 6 years, plans to expand for feasibility study
o All-In Sustaining Costs (ASIC) of $1,159/oz for Life of Mine costs from production start
o NPV (pre-tax 8%) $234m and IRR 56% based on A$2,000/oz
o NPV (post-tax 8%) $168m and IRR 47% based on A$2,000/oz
o Gold trading plus $2,200/oz post release of PFS
o
o
o
Payback 26 months from production start based on a A$1,800/oz study gold price
Payback 19 months from production start based on a A$2,000/oz spot price
Capital cost of $95m including contingency
Post year end, Calidus was pleased to announce the successful Placement of $9M to institutional investors. The
Placement received strong support from new and existing institutional investors for the continued advance of the
flagship Warrawoona Gold Project.
There are no other significant after balance date events that are not covered in this Directors' Report or within the
financial statements at Note 24 Events subsequent to reporting date.
6.5
Future developments, prospects and business strategies
PLANNED WORK FOR 2019/2020
Several phases of drilling are planned for the current year. Phase one which commenced in July aims to both
improve confidence and expand the mine life outlined in the recent pre-feasibility study (PFS). The program
includes:
•
•
•
•
6,500m of RC and core drilling infilling proposed underground resources at the Klondyke deposit
3,900m of RC drilling at Klondyke aiming to convert Indicated to Measured Resources during initial
years of production (as per PFS)
1,600m of shallow RC drilling at Klondyke East aimed at expanding pit limits
3,000m of RC drilling at Klondyke West testing a number of high-priority regional exploration
targets
Further work on inputs in to the DFS will be completed in the 1st half of the coming year before planned
completion of the DFS in Q3 calendar 2020.
6.6
Environmental regulations
The consolidated entity will comply with its obligations in relation to environmental regulation on its projects when
it undertakes exploration. The Directors are not aware of any breaches of any environmental regulations during the
period covered by this Report.
P a g e | 14
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Directors' report
7.
Information relating to the Directors
ANNUAL REPORT
30 June 2019
◼ Mr David Reeves
Qualifications
Experience
Special responsibilities
Interest in Shares and
Options
Directorships held in other
listed entities
◼ Mr Mark Connelly
Qualifications
Experience
Special responsibilities
Interest in Shares and
Options
Directorships held in other
listed entities
Past directorships in the last
3 years
◼ Mr. Keith Coughlan
Qualifications
Experience
Special responsibilities
Interest in Shares and
Options
Directorships held in other
listed entities
Past directorships in the last
3 years
Managing Director
Mining Engineer Bachelor of Engineering (1st Class honours), Grad Dip Applied Finance, WA Mine
Managers Certificate
Mr Reeves is a Perth-based, qualified mining engineer with 30 years of experience in the mining
industry and is currently the Non-executive Chairman of European Metals Holdings Limited (ASX
and AIM). Mr Reeves has extensive experience in international capital markets through his
involvement with various listed London and Australia companies.
Mr Reeves was the Project Manager of Zimplats and Afplats prior to their sale for a combined
US$1 billion and prior to this, worked with Delta Gold in Zimbabwe and various gold companies
in Western Australia in which he assumed various roles, including the position of Mine Manager.
None
17,757,903 Fully Paid Ordinary Shares
5,000,000 Unlisted Option, 3 cents, exp 13 June 2020
Non-executive Chairman of European Metals Holdings Limited (ASX)
Non-executive Director of Keras Resources Plc (AIM)
Independent Non-executive Chairman
Bachelor of Business, ECU, MAICD, AIMM, Member of SME
Mr Connelly was previously Managing Director of Papillion Resources and was instrumental in
the US$570m takeover of Papillion by B2Gold Corp in October 2014. Prior to Papillon, Mr
Connelly was Chief Operating Officer of Endeavour Mining Corporation, following its merger
with Adamus Resources Limited where he was Managing Director and CEO. Mark was
instrumental in not only the merger, but procurement of project finance and the development
of the Nzema Mine in Ghana into a +100Koz pa mining operation.
Chairman of Audit Committee
5,000,000 Fully Paid Ordinary Shares
Non-executive Chairman of West African Resources Ltd (ASX)
Non-executive Chairman of Tao Commodities Ltd (ASX)
Non-executive Chairman of Primero Group (ASX)
Non-executive director of Ausdrill Limited, (ASX) from July 2012 to June 2018
Non-executive director of Tiger Resources Ltd (ASX) from December 2015 to June 2018
Non-executive director of Saracen Mineral Holdings Limited (ASX) from May 2015 to November
2017
Non-executive Chairman of Cardinal Resources Ltd (ASX) from September 2015 to October 2017
Non-executive Director
BA
Mr Coughlan has almost 30 years’ experience in stockbroking and funds management. He has
been largely involved in the funding and promoting of resource companies listed on ASX, AIM
and TSX, has advised various companies on the identification and acquisition of resource
projects and was previously employed by one of Australia’s then largest funds.
Chairman of the Remuneration Committee
4,440,000 Fully Paid Ordinary Shares
5,000,000 Unlisted Options, 3 cents, exp 13 June 2020
Managing Director of European Metals Holdings Limited (ASX & AIM)
Non-executive Director of Southern Hemisphere Mining Limited (ASX)
Non-executive Chairman of Talga Resources Limited (ASX)
P a g e | 15
ANNUAL REPORT
30 June 2019
Directors' report
◼ Mr Adam Miethke
Qualifications
Experience
Special responsibilities
Interest in Shares and
Options
Directorships held in other
listed entities
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Non-executive Director
Bachelor of Applied Science with First Class Honours in Geology & Master of Business
Administration
Mr Miethke is a geologist with over extensive experience in the metals and mining industry,
funds management and as a corporate advisor.
Mr Miethke initially worked for Rio Tinto’s iron ore division before joining Snowden Mining
Consultants where he worked across all commodities in Australia, Africa, Eastern Europe and
South America. After completing an MBA in 2008, he joined Regent Pacific Group in Hong Kong
as technical director, overseeing the group’s investment portfolio. Between 2011 and 2016, Mr
Miethke was a director of a corporate finance team at Argonaut Capital Limited and led
Argonaut’s metals and mining division.
Member of Audit Committee
6,000,000 Unlisted Options, 3 cents, exp 13 June 2020
None
8. Meetings of directors and committees
The number of Directors’ Meetings (including meetings of Committees of Directors) held during the year, and the number
of meetings attended by each Director is as follows:
DIRECTORS'
MEETINGS
AUDIT
COMMITTEE
REMUNERATION
COMMITTEE
Number
eligible to
attend
4
4
4
4
Number
Attended
4
4
4
4
Number
eligible to
attend
-
-
-
-
Number
Attended
-
-
-
-
Number
eligible to
attend
-
-
-
-
Number
Attended
-
-
-
-
Dave Reeves
Mark Connelly
Keith Coughlan
Adam Miethke
9.
Indemnifying officers or auditor
During or since the end of the financial period the Company has given an indemnity or entered into an agreement to
indemnify, or paid or agreed to pay insurance premiums as follows:
•
•
The Company has entered into agreements to indemnify all Directors and provide access to documents, against any
liability arising from a claim brought by a third party against the Company. The agreement provides for the Company
to pay all damages and costs which may be awarded against the Directors.
The Company has paid premiums to insure each of the Directors against liabilities for costs and expenses incurred
by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director of
the Company, other than conduct involving a willful breach of duty in relation to the Company. Under the terms
and conditions of the insurance contract, the nature of the liabilities insured against and the premium paid cannot
be disclosed.
•
No indemnity has been paid to auditors.
P a g e | 16
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Directors' report
10. Options
10.1 Unissued shares under option
ANNUAL REPORT
30 June 2019
At the date of this report, the un-issued ordinary shares of Calidus Resources Limited under option (listed and unlisted) are
as follows:
Grant Date
Date of Expiry
Exercise Price
Number under Option
18 October 2018
1 November 2019
9 June 2017
18 April 2017
13 June 2017
9 June 2020
18 April 2021
13 June 2020
$0.035
$0.025
$0.020
$0.030
70,000,000
25,750,000
48,000,000
16,000,000
159,750,000
No person entitled to exercise the option has or has any right by virtue of the option to participate in any share issue of any
other body corporate.
10.2
Shares issued on exercise of options
During or since the end of the financial year, the Company issued ordinary shares as a result of the exercise of options as
follows (there were no amounts unpaid on the shares issued):
Grant Date
Issued price of
the shares
Number of
shares issued
12-Feb-19
17-May-19
23-May-19
29-May-19
13-Jun-19
14-Jun-19
24-Jun-19
24-Jun-19
20-Aug-19
20-Aug-19
10-Sept-19
$0.025
$0.025
$0.025
$0.025
$0.025
$0.025
$0.025
$0.025
$0.025
$0.020
$0.025
555,556
600,000
80,000
1,110,000
20,124,275
22,630,169
14,000,000
28,400,000
4,000,000
2,000,000
750,000
11. Non-audit services
No non-audit services were provided to the Company during or since the end of the financial period.
P a g e | 17
ANNUAL REPORT
30 June 2019
Directors' report
12. Proceedings on behalf of company
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings.
The Company was not a party to any such proceedings during the period.
13. Auditor’s independence declaration
The lead auditor's independence declaration under section 307C of the Corporations Act 2001 (Cth) for the period ended
30 June 2019 has been received and can be found on page 25 of the annual report.
14. Remuneration report (audited)
The information in this remuneration report has been audited as required by s308(3C) of the Corporations Act 2001.
14.1
Key management personnel (KMP)
KMP have authority and responsibility for planning, directing and controlling the activities of the Group. KMP
comprise the directors of the Company and key executive personnel:
•
•
•
•
•
•
Mr David Reeves
Mr Mark Connelly
Mr Keith Coughlan
Mr Adam Miethke
Mr Peter Hepburn-Brown Non-executive Director (passed away 2 September 2018)
Mr James Carter
Managing Director
Non-executive Chairman
Non-executive Director
Non-executive Director
Chief Financial Officer and Company Secretary (resigned 24 September 2018)
14.2
Principles used to determine the nature and amount of remuneration
The remuneration policy of the Company has been designed to ensure reward for performance is competitive and
appropriate to the result delivered. The framework aligns executive reward with the creation of value for
shareholders and conforms to market best practice. The Board ensures that Director and executive reward satisfies
the following key criteria for good reward government practices:
•
•
•
•
•
Competitiveness and reasonableness;
Acceptability to the shareholder;
Performance;
Transparency; and
Capital management.
The remuneration policy has been tailored to increase the direct positive relationship between shareholders'
investment objectives and Directors' and Executives' performance. Currently, this is facilitated through the issues
of options to the majority of Directors and Executives to encourage the alignment of personal and shareholder
interests. The Company believes this policy will be effective in increasing shareholder wealth. The Board's policy for
determining the nature and amount of remuneration for Board members and Senior Executive of the Company is
as follows:
a.
Executive Directors and other Senior Executives
The Company’s remuneration policy for executive directors and senior management is designed to promote
superior performance and long-term commitment to the Company. Executives receive a base remuneration
which is market related, and may receive performance based remuneration. The Board reviews Executive
packages annually by reference to the Company's performance, executive performance, and comparable
information from industry sectors and other listed companies in similar industries. Executives are also
entitled to participate in employee share and option schemes.
P a g e | 18
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Directors' report
ANNUAL REPORT
30 June 2019
Planned amendments to incentive plan for 2020
Given the developments in, and evolvement of the Company to date, the Board has decided to appoint a
firm of Remuneration Advisors to review the Company’s remuneration and incentive plans. The review is
being undertaken to ensure appropriateness of performance conditions (over the short and long term),
vesting scales, targets and gates to the circumstances that are anticipated to prevail over the measurement
period and the expectations of shareholders.
b.
Non-Executive Directors
The Company's Constitution provides that Directors are entitled to be remunerated for their services as
follows:
The total aggregate fixed sum per annum to be paid to the Directors (excluding salaries of executive
Directors) from time to time will not exceed the sum determined by the Shareholders in general
meeting and the total aggregate fixed sum will be divided between the Directors as the Directors
shall determine and, in default of agreement between them, then in equal shares.
The Directors' remuneration accrues from day to day.
The Directors are entitled to be paid reasonable travelling, accommodation and other expenses incurred by
them respectively in or about the performance of their duties as Directors.
Planned amendments to incentive plan for 2020
Notwithstanding the aforementioned, and based on our preliminary discussions with a firm of remuneration
advisors, the remuneration structure for Non-Executive Directors will be reviewed to represent the following
structure:
•
•
•
Annual board fees;
Committee fees; and
Equity based fees (in lieu of fixed fees)
The equity-based fees to be considered for NEDs under a new (and still to be considered) plan will not be
subject to performance conditions. This will be in-line with best practice governance standards, including
the ASX Corporate Governance Council’s Principles.
c.
Fixed Remuneration
Other than statutory superannuation contribution, no retirement benefits are provided for Executive and
Non-Executive Directors of the Company. To align Directors' interests with shareholder interests, the
Directors are encouraged to hold shares in the company.
d.
Performance Based Remuneration – Short-term and long-term incentive structure
The Board will review short-term and long-term incentive structures from time to time. Any incentive
structure will be aligned with shareholders' interests.
Short-term incentives
No short-term incentives in the form of cash bonuses were granted during the period.
Long-term incentives
The Board has a policy of granting incentive options to executives with exercise prices above market share
price. As such, incentive options granted to executives will generally only be of benefit if the executives
perform to the level whereby the value of the Group increases sufficiently to warrant exercising the
incentive options granted.
The executive Directors will be eligible to participate in any short term and long-term incentive arrangements
operated or introduced by the Company (or any subsidiary) from time to time.
P a g e | 19
ANNUAL REPORT
30 June 2019
Directors' report
e.
Service Contracts
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Remuneration and other terms of employment for the directors and KMP are formalised in contracts of
service.
f.
Engagement of Remuneration Consultants
During the financial period, the Company did not engage any remuneration consultants.
g.
Relationship between Remuneration of KMP and Earnings
The Board does not consider earnings during the current and previous financial years when determining the
nature and amount of remuneration of KMP.
14.3 Directors and KMP remuneration
Details of the remuneration of the Directors and KMP of the Group (as defined in AASB 124 Related Party
Disclosures) are set out in the following table.
The amounts disclosed for the 2019 financial year in the table represents remuneration paid to the Group over the
financial year ended 30 June 2019 and 30 June 2018.
2019 – Group
Group KMP
Short-term benefits
Post-employment
benefits
Equity-based benefits
Total
David Reeves
Mark Connelly
Keith Coughlan
Peter Hepburn-Brown (i)
Adam Miethke
James Carter(ii)
Salary, fees
and leave
$
275,000
60,000
24,000
4,200
24,000
27,500
414,700
Other
Super-
annuation
Other
Equity
Options
$
-
-
-
-
-
-
-
$
-
5,700
-
-
-
-
5,700
$
-
-
-
-
-
-
-
$
-
$
$
15,556
290,556
133,818
-
199,518
-
-
-
21,653
12,963
36,963
-
15,556
-
4,200
39,556
49,153
155,471
44,075
619,946
(i)
(ii)
Deceased 2 September 2018
Resigned 21 September 2018
2018 – Group
Group KMP
David Reeves
Mark Connelly
Keith Coughlan
Peter Hepburn-Brown
Adam Miethke
James Carter(ii)
Short-term benefits
Post-employment
benefits
Equity-based benefits
Total
Salary, fees
and leave
$
204,000
21,750
32,000
24,000
25,250
Other
Super-
annuation
$
-
-
-
-
-
$
-
2,066
-
-
-
-
-
76,000
307,000
76,000
2,066
Other
Equity
Options
$
$
$
-
-
-
-
-
-
-
-
79,349
283,349
69,194
-
-
-
-
39,674
23,805
47,609
93,010
71,674
47,805
72,859
137,934
-
213,934
207,128
190,437
782,631
% of
remunera-
tion as
equity-based
payments
5.0%
67.0%
35.0%
-%
39.0%
44.0%
% of
remunera-
tion as
equity-based
payments
$
28.0%
74.4%
55.4%
49.8%
61.1%
64.5%
P a g e | 20
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Directors' report
14.4
Service agreements
ANNUAL REPORT
30 June 2019
Name
Mr David
Reeves
Employing
Company
Calidus
Resources Ltd
Base Salary/Fees
Terms of Agreement
Until terminated.
Consultancy fees of
$275,000 per
annum plus GST.
(a) Refer below for
further details.
Termination Notice
Period
3 months in writing
by either party or
termination payment
equal to 3 months
consultancy fees.
(a)
In the event of a change in control (which occurs when a person’s voting power in the Company increases
above 50%), Mr Reeves will receive a bonus payment equal to 12 months Consultancy Fee. However, this
bonus will not be payable if, within 6 months after the change of control, either the Consultant or the Company
terminates the consultancy in accordance with the ECA.
a.
Non-executive Director Agreements
The Company entered into separate Non-executive Director letter agreement with each of Mr Connelly, Mr
Coughlan and Mr Miethke.
The Company has agreed to pay Mr Connelly a director fee of $60,000 plus superannuation per year for
services provided to the Company as Non-executive Chairman. Mr Connelly was also granted 5,000,000 loan
funded ordinary shares in the Company at 4 cents per share.
The Company has agreed to pay Mr Coughlan and Mr Miethke director fees of $24,000 each including
superannuation per year for services provided to the Company as Non-executive Director.
14.5
Share-based compensation
In consideration of retaining key quality employees of Calidus, the Company issued 17,500,000 fully paid ordinary
shares upon the conversion of 17,500,000 Employee Shares and issued 9,000,000 new Employee Shares under the
Employee Securities Incentive Plan during the year ended 30 June 2019.
a.
Securities Received that are not performance-related
No members of KMP are entitled to receive securities that are not performance-based as part of their
remuneration package.
P a g e | 21
ANNUAL REPORT
30 June 2019
Directors' report
b.
Employee Securities Incentive Plan
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Key quality employees of Calidus were issued 9,000,000 fully paid ordinary shares under the Employee
Securities Incentive Plan. The terms of the employee securities were as follows:
•
•
•
•
Employee securities had the following issue price:
o
$0.03 per share for 9,000,000 shares
The employee must remain employed by a member of the Group for one year after the date the
employee securities are issued;
The employee securities are held in a voluntary holding lock for a period of 12 months from the date
of issue;
An interest free loan for the full amount to purchase the employee securities will be made available
to the employee. The terms of the loan were as follows:
o
o
o
o
The company agrees to lend the amount equal to the issue price multiplied by the
number of employee securities
The employee can repay the balance outstanding on the loan at any time
The loan is interest free
The outstanding amount of the loan will become payable on the earliest of:
▪
▪
▪
▪
▪
The repayment date - 15 years from the date of loan advance
The employee securities being sold
The employee becoming insolvent
The employee ceasing to be an employee
The employee securities being acquired by a third party by way of an
amalgamation, arrangement or formal takeover bid
o
The employee may not repay the balance outstanding on the loan in respect of the
employee securities which are in voluntary holding lock.
c.
Options and Rights Granted as Remuneration
No options or rights were granted as remuneration during the financial year ended 30 June 2019
14.6
KMP equity holdings
a.
Fully paid ordinary shares of Calidus resources Limited held by each KMP
2019 – Group
Group KMP
David Reeves
Mark Connelly
Keith Coughlan
Adam Miethke
Peter Hepburn-
Brown(i)
James Carter(ii)
Balance at
start of year
No.
14,665,000
5,000,000
4,440,000
-
1,333,334
6,219,511
31,657,845
-
-
-
-
-
-
-
Received during
the year as
compensation
No.
Received during
the year on
the exercise of
options
No.
Other changes
during the year
No.
Resignation of
director
No.
1,110,000
-
-
-
1,982,903
-
-
-
-
-
-
-
Balance at
end of year
No.
17,757,903
5,000,000
4,440,000
-
-
-
1,333,334
-
-
1,110,000
-
1,982,903
6,219,511
7,552,845
-
27,197,903
P a g e | 22
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Directors' report
b.
Options in Calidus Resources Limited held by each KMP
ANNUAL REPORT
30 June 2019
2019 – Group
Group KMP
David Reeves
Mark Connelly
Keith Coughlan
Adam Miethke
Peter Hepburn-
Brown(i)
James Carter(ii)
Balance at
start of year
No.
6,110,000
-
6,110,000
6,000,000
3,333,334
-
21,553,334
Granted as
Remuneration
during the year
No.
-
-
-
-
-
-
-
Exercised
during the year
No.
(1,110,000)
-
-
-
Other changes
during the year
No.
-
-
(1,110,000)
-
Resignation of
director
No.
-
-
-
-
Balance at
end of year
No.
5,000,000
-
5,000,000
6,000,000
Vested and
Exercisable
No.
5,000,000
-
5,000,000
6,000,000
-
-
(3,333,334)
-
-
-
(1,110,000)
-
(1,110,000)
-
(3,333,334)
-
16,000,000
-
16,000,000
Not Vested
No.
-
-
-
-
-
-
-
(i)
(ii)
Deceased 3 September 2018
Resigned 21 September 2018
14.7 Other equity related KMP transactions
There have been no other transactions involving equity instruments other than those described in the tables
above relating to options, rights and shareholdings.
14.8 Other transactions with KMP and or their related parties
During the 2019 financial year, the Group incurred the following amounts to related parties:
•
Office Rent – Wilgus Investments Pty Ltd
$62,300 (30 June 2018: $60,000)
On 1 January 2019 Calidus and Wilgus Investments Pty Ltd entered into a sub-lease agreement in respect
of a portion of the office space at 12/11 Ventnor Avenue, West Perth (Office Lease Agreement).
Mr Reeves (Managing Director of the Company) is a director of Wilgus Investments Pty Ltd.
The rent payable by Calidus under the Office Lease Agreement is $5,700 per month payable in advance.
P a g e | 23
ANNUAL REPORT
30 June 2019
Directors' report
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
•
Discovery Capital Partners Pty Ltd Engagement
The Group paid Corporate Advisory and Capital Raising fees to Discovery Capital Partners Pty Ltd of
$170,000 during the year ended 30 June 2019 (30 June 2018: $207,585).
Mr Miethke is a Director of Discovery Capital. The Board considers that the Discovery Capital engagement
to be on arms’ length and commercial terms.
Refer also Note 20 Related party transactions.
END OF REMUNERATION REPORT
This Report of the Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of directors
made pursuant to s.298(2) of the Corporations Act 2001 (Cth).
MARK CONNELLY
Non-executive Chairman
Dated this Wednesday, 25 September 2019
P a g e | 24
Level 15 Exchange Tower,
2 The Esplanade
Perth WA 6000
PO Box 5785, St Georges Terrace
WA 6831
T +61 (0)8 9225 5355
F +61 (0)8 9225 6181
www.moorestephenswa.com.au
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF CALIDUS RESOURCES LIMITED
As lead auditor of Calidus Resources Limited, I declare, that to the best of my knowledge and belief, during the financial
year ended 30 June 2019, there have been:
(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the
audit; and
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Calidus Resources Limited and the entities it controlled during the financial year.
S TAN
PARTNER
MOORE STEPHENS
CHARTERED ACCOUNTANTS
Signed at Perth this 25 day of September 2019.
Liability limited by a scheme approved under Professional Standards Legislation. Moore Stephens ABN 16 874 357 907. An independent
member of Moore Global Network Limited - members in principal cities throughout the world. The Perth Moore Stephens firm is not a
partner or agent of any other Moore Global Network Limited member firm.
P a g e | 25
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Consolidated statement of profit or loss and other comprehensive income
for the year ended 30 June 2019
Continuing operations
Revenue
interest income
Compliance costs
Depreciation and amortisation
Employment costs
Exploration Expenditure
Finance costs
Insurance fees
Impairment of exploration expenditure
Impairment of property plant and equipment
Legal and consulting fees
Occupancy costs
Share-based payments
Share registry and listing fees
Travel and accommodation
Other expenses
Unrealised loss on Pacton shares
Foreign exchange loss
Loss before tax
Income tax benefit / (expense)
Net (loss) / profit for the period
Other comprehensive income, net of income tax
Note
30 June 2019
$
30 June 2018
$
3
3
4
17
3,691,174
84,980
3,776,154
(580,035)
(60,200)
(512,401)
(2,320)
(21,615)
(41,983)
-
(15,000)
(83,705)
(65,224)
(634,532)
(464,033)
(84,825)
(45,158)
(2,405,866)
(1,974)
-
105,479
105,479
(354,188)
(32,587)
(380,202)
(676,004)
(1,992)
(44,348)
(12,500)
(39,692)
(463,389)
(64,321)
(630,282)
(122,211)
(101,359)
(54,200)
-
(2,340)
(1,242,718)
(2,874,136)
5
-
-
(1,242,718)
(2,874,136)
-
-
Other comprehensive income for the period, net of tax
(1,242,718)
(2,874,136)
Total comprehensive income attributable to members of the parent entity
(1,242,718)
(2,874,136)
Earnings per share:
Basic and loss per share (cents per share)
₵
6c
(0.09)
₵
(0.27)
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.
P a g e | 26
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Consolidated statement of financial position
as at 30 June 2019
Current assets
Cash and cash equivalents
Trade and other receivables
Financial assets
Total current assets
Non-current assets
Plant and equipment
Exploration and evaluation assets
Other non-current assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Short-term provisions
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Employee shares
Reserves
Accumulated losses
Total equity
ANNUAL REPORT
30 June 2019
Note
30 June 2019
30 June 2018
$
$
7
8
9a
10
11
9b
4,145,369
6,142,247
307,782
301,898
1,275,245
-
5,728,396
6,444,145
114,309
175,377
18,145,519
9,985,029
24,993
24,993
18,284,821
10,185,399
24,013,217
16,629,544
11
12
1,876,611
1,206,655
151,123
390,555
2,027,734
1,597,210
2,027,734
1,597,210
21,985,483
15,032,334
13a
14d
16
29,712,407
21,712,043
20,175
760,212
414,029
170,855
(8,507,311)
(7,264,593)
21,985,483
15,032,334
The consolidated statement of financial position is to be read in conjunction with the accompanying notes.
P a g e | 27
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Consolidated statement of change in equity
for the year ended 30 June 2019
Note
Issued
Capital
$
Employee
Shares
$
Option
Reserve
$
Accumulated
Losses
$
Total
$
Balance at 1 July 2017
10,363,420
Loss for the period attributable owners of the parent
Other comprehensive income for the period
attributable owners of the parent
Total comprehensive income for the period
attributable owners of the parent
Transaction with owners, directly in equity
Shares issued during the period
Options issued during the period
Options exercised during the period
Employee shares issued during the period
Transaction costs
Balance at 30 June 2018
Balance at 1 July 2018
Loss for the period attributable owners of the parent
Other comprehensive income for the period
attributable owners of the parent
Total comprehensive income for the period
attributable owners of the parent
Transaction with owners, directly in equity
Shares issued during the period
Shares issued as share based payment
Options amortised during the period
Employee shares issued during the period
Transaction costs
Balance at 30 June 2019
14a
16
16
17a
14a
14a
17
16
14a
14a
-
-
-
11,667,475
-
217,043
-
-
-
-
-
-
-
-
9,145
-
(4,390,457)
5,982,108
(2,874,136)
(2,874,136)
-
-
-
216,253
(54,543)
-
-
-
-
(2,874,136)
(2,874,136)
-
-
-
-
-
-
216,253
162,500
414,029
(535,895)
-
414,029
(535,895)
-
21,712,043
414,029
170,855
(7,264,593)
15,032,334
21,712,043
414,029
170,855
(7,264,593)
15,032,334
-
-
-
7,816,688
3,360
-
-
-
-
-
-
-
-
439,029
(393,854)
(258,712)
-
-
(1,242,718)
(1,242,718)
-
-
-
-
589,357
-
-
-
-
(1,242,718)
(1,242,718)
-
-
-
-
-
7,816,688
3,360
589,357
45,175
(258,712)
29,712,407
20,175
760,212
(8,507,311)
21,985,483
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
P a g e | 28
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Consolidated statement of cash flows
for the year ended 30 June 2019
Cash flows from operating activities
Receipts from customers
Payments for suppliers and employees
Interest received
Interest and borrowings costs
ANNUAL REPORT
30 June 2019
Note
30 June 2019
30 June 2018
$
$
10,063
76,353
(2,837,498)
(1,801,130)
84,980
-
29,126
(1,992)
Net cash used in operating activities
7c
(2,742,455)
(1,697,643)
Cash flows from investing activities
Sale/ (purchase) of plant and equipment
Payments for exploration expenditure
Sale/(purchase) of tenements
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Payments for capital raising costs
Proceeds from borrowings
Repayment of borrowings
(14,131)
(191,296)
(6,851,690)
(5,242,293)
-
(613,749)
(6,865,821)
(6,047,338)
7,786,687
10,162,500
(175,289)
(717,157)
-
-
-
-
Net cash provided by financing activities
7,611,398
9,445,343
Net (decrease)/increase in cash held
(1,996,878)
1,700,362
Cash and cash equivalents at the beginning of the period
6,142,247
4,441,885
Cash and cash equivalents at the end of the period
7b
4,145,369
6,142,247
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
.
P a g e | 29
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the year ended 30 June 2019
Statement of significant accounting policies
Note 1
These are the consolidated financial statements and notes of Calidus Resources Limited (Calidus or the Company) and controlled
entities (collectively the Group). Calidus is a company limited by shares, domiciled and incorporated in Australia.
The separate financial statements of Calidus, as the parent entity, have not been presented with this financial report as permitted
by the Corporations Act 2001 (Cth).
The financial statements were authorised for issue on 25 September 2019 by the directors of the Company.
a. Basis of preparation
The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the
consolidated financial statements, the Company is a for-profit entity. Material accounting policies adopted in the preparation of
these financial statements are presented below. They have been consistently applied unless otherwise stated.
i. Statement of compliance
These financial statements are general purpose financial statements which have been prepared in accordance with Australian
Accounting Standards and Interpretations of the Australian Accounting Standards Board (AAS Board) and International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and the Corporations
Act 2001 (Cth).
Australian Accounting Standards (AASBs) set out accounting policies that the AAS Board has concluded would result in a
financial report containing relevant and reliable information about transactions, events and conditions to which they apply.
Compliance with AASBs ensures that the financial statements and notes also comply with IFRS as issued by the IASB.
ii. Use of estimates and judgments
The preparation of consolidated financial statements requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates
and associated assumptions are based on historical experience and various factors that are believed to be reasonable under
the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised and in any future periods affected.
iii. Comparative figures
Where required by AASBs comparative figures have been adjusted to conform with changes in presentation for the current
financial year.
Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its
financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in
addition to the minimum comparative financial statements is presented.
b. Accounting Policies
Except where stated below, the Group has consistently applied the following accounting policies to all periods presented in the
financial statements. The Group has considered the implications of new and amended Accounting Standards applicable for
annual reporting periods beginning after 1 July 2018 as per (d) below.
c. Principles of consolidation
As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the consolidated financial
statements as well as their results for the year then ended. Where controlled entities have entered (left) the Consolidated Group
during the year, their operating results have been included (excluded) from the date control was obtained (ceased).
i. Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, hich is the date on
which control is transferred to the Group. Control exists when the Group is exposed to variable returns from another
entity and has the ability to affect those returns through its power over the entity.
P a g e | 30
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the year ended 30 June 2019
1 Statement of significant accounting policies
c. Principles of consolidation (continued)
ANNUAL REPORT
30 June 2019
The Group measures goodwill at the acquisition date as:
◼ the fair value of the consideration transferred; plus
◼ the recognised amount of any non-controlling interests in the acquire; plus
◼
if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree;
less
◼ the net recognised amount of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to settlement of pre-existing relationships. Such
amounts are generally recognised in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group
incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration
is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent
changes to the fair value of the contingent consideration are recognised in profit or loss.
ii. Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.
The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by
the Group. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests
even if doing so causes the non-controlling interests to have a deficit balance.
A list of controlled entities is contained in Note 18 Controlled Entities of the financial statements.
iii. Loss of control
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests
and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is
recognised in profit or loss. If the Group retains any interest in the previous subsidiary, than such interest is measured
at fair value at the date control is lost. Subsequently it is accounted for as an equity-accounted investee or as an
available-for-sale financial asset depending on the level of influence retained.
iv. Transactions eliminated on consolidation
All intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements.
P a g e | 31
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the year ended 30 June 2019
1 Statement of significant accounting policies
d.
New Accounting Standards and Interpretations applicable from 1 July 2018
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.
– AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods beginning on or
after 1 July 2018).
– AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or after 1 July 2018,
as deferred by AASB 2015-8: Amendments to Australian Accounting Standards – Effective Date of AASB 15).
– AASB 2014-10: Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture
The impact of adopting these standards has resulted in a change in accounting policies (highlighted at (f) below) and no impact
on the opening balance sheet as at the date of initial application of the standard.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the company.
e. New Accounting Standards and Interpretations not yet mandatory or early adopted
i.
AASB 16: Leases
AASB 16 replaces AASB 117 Leases. AASB 16 removes the classification of leases as either operating leases of finance leases-for
the lessee – effectively treating all leases as finance leases.
AASB 16 is applicable to annual reporting periods beginning on or after 1 January 2019.
Impact on operating leases
AASB 16 will change how the Group accounts for leases previously classified as operating leases under AASB 117, which were
off-balance sheet. On initial application of AASB 16, for all leases (except as noted below), the Group will:
• Recognise right-of-use assets and lease liabilities in the consolidated statement of financial position, initially measured at
the present value of the future lease payments.
• Recognise depreciation of right-of-use assets and interest on lease liabilities in the consolidated statement of profit or loss.
• Separate the total amount of cash paid into a principal portion (presented within financing activities) and interest
(presented within operating activities) in the consolidated cash flow statement.
Lease incentives (e.g. rent-free period) will be recognised as part of the measurement of the right-of-use assets and lease
liabilities whereas under AASB 117 they resulted in the recognition of a lease liability incentive, amortised as a reduction of
rental expenses on a straight-line basis.
Under AASB 16, right-of-use assets will be tested for impairment in accordance with AASB 136 Impairment of Assets. This will
replace the previous requirement to recognise a provision for onerous lease contracts.
For short-term leases (lease term of 12 months or less) and leases of low-value assets (such as personal computers and office
furniture), the Group will opt to recognise a lease expense on a straight-line basis as permitted by AASB 16.
The directors anticipate AASB 16 will not have a material impact on the financial statements as the company is not currently
party to any significant lease arrangements exceeding 12 months.
ii. Other standards not yet applicable
There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in
the current or future reporting periods and on foreseeable future transactions.
P a g e | 32
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the year ended 30 June 2019
Note 1 Statement of significant accounting policies
f. AASB 9 Financial Instruments
ANNUAL REPORT
30 June 2019
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the
instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (i.e.
trade date accounting is adopted).
Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs, except where the
instrument is classified "at fair value through profit or loss", in which case transaction costs are expensed to profit or loss
immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances,
valuation techniques are adopted.
Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing
component or if the practical expedient was applied as specified in AASB 15.63.
Classification and subsequent measurement
Financial liabilities
Financial instruments are subsequently measured at:
–
–
amortised cost; or
fair value through profit or loss.
A financial liability is measured at fair value through profit and loss if the financial liability is:
–
–
–
a contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies;
held for trading; or
initially designated as at fair value through profit or loss.
All other financial liabilities are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest
expense in profit or loss over the relevant period. The effective interest rate is the internal rate of return of the financial asset
or liability. That is, it is the rate that exactly discounts the estimated future cash flows through the expected life of the
instrument to the net carrying amount at initial recognition.
A financial liability is held for trading if:
–
–
–
it is incurred for the purpose of repurchasing or repaying in the near term;
part of a portfolio where there is an actual pattern of short-term profit taking; or
a derivative financial instrument (except for a derivative that is in a financial guarantee contract or a derivative that
is in an effective hedging relationships).
Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a
designated hedging relationship are recognised in profit or loss.
The change in fair value of the financial liability attributable to changes in the issuer's credit risk is taken to other comprehensive
income and are not subsequently reclassified to profit or loss. Instead, they are transferred to retained earnings upon
derecognition of the financial liability. If taking the change in credit risk in other comprehensive income enlarges or creates an
accounting mismatch, then these gains or losses should be taken to profit or loss rather than other comprehensive income.
A financial liability cannot be reclassified.
Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a
loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument.
Financial guarantee contracts are initially measured at fair values (and if not designated as at fair value through profit or loss
and do not arise from a transfer of a financial asset) and subsequently measured at the higher of:
–
–
the amount of loss allowance determined in accordance with AASB 9.3.25.3; and
the amount initially recognised less the accumulative amount of income recognised in accordance with the revenue
recognition policies.
P a g e | 33
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the year ended 30 June 2019
Note 1 Statement of significant accounting policies
f.
AASB 9 Financial Instruments (continued)
Financial assets
Financial assets are subsequently measured at:
–
–
–
amortised cost;
fair value through other comprehensive income; or
fair value through profit or loss.
Measurement is on the basis of two primary criteria:
–
–
the contractual cash flow characteristics of the financial asset; and
the business model for managing the financial assets.
A financial asset that meets the following conditions is subsequently measured at amortised cost:
–
–
the financial asset is managed solely to collect contractual cash flows; and
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and
interest on the principal amount outstanding on specified dates.
A financial asset that meets the following conditions is subsequently measured at fair value through other comprehensive
income:
–
–
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and
interest on the principal amount outstanding on specified dates;
the business model for managing the financial assets comprises both contractual cash flows collection and the selling
of the financial asset.
By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value through
other comprehensive income are subsequently measured at fair value through profit or loss.
The Group initially designates a financial instrument as measured at fair value through profit or loss if:
–
–
it eliminates or significantly reduces a measurement or recognition inconsistency (often referred to as “accounting
mismatch”) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them
on different bases;
it is in accordance with the documented risk management or investment strategy, and information about the
groupings was documented appropriately, so that the performance of the financial liability that was part of a group
of financial liabilities or financial assets can be managed and evaluated consistently on a fair value basis;
The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option on initial
classification and is irrevocable until the financial asset is derecognised.
Equity instruments
At initial recognition, as long as the equity instrument is not held for trading and not a contingent consideration recognised by
an acquirer in a business combination to which AASB 3:Business Combinations applies, the Group made an irrevocable election
to measure any subsequent changes in fair value of the equity instruments in other comprehensive income, while the dividend
revenue received on underlying equity instruments investment will still be recognised in profit or loss.
Regular way purchases and sales of financial assets are recognised and derecognised at settlement date in accordance with the
Group's accounting policy.
Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial
position.
P a g e | 34
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the year ended 30 June 2019
Note 1 Statement of significant accounting policies
f.
AASB 9 Financial Instruments (continued)
ANNUAL REPORT
30 June 2019
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (i.e. when the obligation in the contract is discharged, cancelled or expires).
An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to
the terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable,
including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Derecognition of financial assets
A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is transferred in such
a way that all the risks and rewards of ownership are substantially transferred.
All of the following criteria need to be satisfied for derecognition of financial asset:
–
–
–
the right to receive cash flows from the asset has expired or been transferred;
all risk and rewards of ownership of the asset have been substantially transferred; and
the Group no longer controls the asset (i.e. the Group has no practical ability to make a unilateral decision to sell the
asset to a third party).
On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the
sum of the consideration received and receivable is recognised in profit or loss.
On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or
loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss.
On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive
income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profit or
loss, but is transferred to retained earnings.
Derivative financial instruments
The Group enters into various derivative financial instruments (ie foreign exchange forward contracts and interest rate swaps)
to manage its exposure to interest rate and foreign exchange rate risks.
Derivative financial instruments are initially and subsequently measured at fair value. All gains and losses subsequent to the
initial recognition are recognised in profit or loss.
Impairment
The Group recognises a loss allowance for expected credit losses on:
–
–
–
–
–
financial assets that are measured at amortised cost or fair value through other comprehensive income;
lease receivables;
contract assets (e.g. amounts due from customers under construction contracts);
loan commitments that are not measured at fair value through profit or loss; and
financial guarantee contracts that are not measured at fair value through profit or loss.
Loss allowance is not recognised for:
–
–
financial assets measured at fair value through profit or loss; or
equity instruments measured at fair value through other comprehensive income.
Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument. A
credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, all
discounted at the original effective interest rate of the financial instrument.
The Group uses the following approaches to impairment, as applicable under AASB 9: Financial Instruments:
–
–
–
–
the general approach;
the simplified approach;
the purchased or originated credit impaired approach; and
low credit risk operational simplification.
P a g e | 35
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the year ended 30 June 2019
Note 1 Statement of significant accounting policies
AASB 9 Financial Instruments (continued)
f.
General approach
Under the general approach, at each reporting period, the Group assesses whether the financial instruments are credit-
impaired, and if:
–
–
the credit risk of the financial instrument has increased significantly since initial recognition, the Group measures the
loss allowance of the financial instruments at an amount equal to the lifetime expected credit losses; or
there is no significant increase in credit risk since initial recognition, the Group measures the loss allowance for that
financial instrument at an amount equal to 12-month expected credit losses.
Simplified approach
The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires the
recognition of lifetime expected credit loss at all times. This approach is applicable to:
–
–
trade receivables or contract assets that result from transactions within the scope of AASB 15: Revenue from
Contracts with Customers and which do not contain a significant financing component; and
lease receivables.
In measuring the expected credit loss, a provision matrix for trade receivables was used taking into consideration various data
to get to an expected credit loss (ie diversity of customer base, appropriate groupings of historical loss experience, etc).
Evidence of credit impairment includes:
–
–
–
–
–
significant financial difficulty of the issuer or borrower;
a breach of contract (eg default or past due event);
a lender granting to the borrower a concession, due to the borrower's financial difficulty, that the lender would not
otherwise consider;
high probability that the borrower will enter bankruptcy or other financial reorganisation; and
the disappearance of an active market for the financial asset because of financial difficulties.
Low credit risk operational simplification approach
If a financial asset is determined to have low credit risk at the initial reporting date, the Group assumes that the credit risk has
not increased significantly since initial recognition and accordingly it can continue to recognise a loss allowance of 12-month
expected credit loss.
In order to make such a determination that the financial asset has low credit risk, the Group applies its internal credit risk ratings
or other methodologies using a globally comparable definition of low credit risk.
A financial asset is considered to have low credit risk if:
there is a low risk of default by the borrower;
the borrower has strong capacity to meet its contractual cash flow obligations in the near term; and
adverse changes in economic and business conditions in the longer term may, but not necessarily will, reduce the
ability of the borrower to fulfil its contractual cash flow obligations.
–
–
–
A financial asset is not considered to carry low credit risk merely due to existence of collateral, or because a borrower has a risk
of default lower than the risk inherent in the financial assets, or lower than the credit risk of the jurisdiction in which it operates.
Recognition of expected credit losses in financial statements
At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the statement
of profit or loss and other comprehensive income.
The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset.
Assets measured at fair value through other comprehensive income are recognised at fair value, with changes in fair value
recognised in other comprehensive income. Amounts in relation to change in credit risk are transferred from other
comprehensive income to profit or loss at every reporting period.
For financial assets that are unrecognised (eg loan commitments yet to be drawn, financial guarantees), a provision for loss
allowance is created in the statement of financial position to recognise the loss allowance.
P a g e | 36
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the year ended 30 June 2019
Note 1 Statement of significant accounting policies
g. AASB 15
ANNUAL REPORT
30 June 2019
AASB 15 replaces AASB 118 Revenue and AASB 111 Construction Contracts and related interpretations and it applies to all
revenue arising from contracts with customers, unless those contracts are in the scope of other standards.
The adoption of AASB 15 did not have a significant impact on the financial performance or position of the company.
h. Critical Accounting Estimates and Judgments
Management discusses with the Board the development, selection and disclosure of the Group's critical accounting policies and
estimates and the application of these policies and estimates. The estimates and judgements that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
i. Key Estimate – Exploration and evaluation expenditure
Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current. Refer to
accounting policy stated in note 11 Exploration and evaluation assets. The carrying value of capitalised expenditure at
reporting date is $18,145,519.
The ultimate recoupment of the value of the exploration and evaluation assets and mine properties is dependent on
successful development and commercial exploitation or alternatively, sale, of the underlying mineral exploration properties.
The Group undertakes at least on an annual basis a comprehensive review for indicators of impairment of these assets. There
is significant estimation and judgement in determining the inputs and assumptions used in determining the recoverable
amounts.
The key areas of estimation and judgement that are considered in this review include:
•
•
•
•
•
•
Recent drilling results and reserves and resource estimates;
Environmental issues that may impact the underlying tenements;
The estimated market value of assets at the review date;
Independent valuations of underlying assets that may be available;
Fundamental economic factors such as gold prices, exchange rates and current and anticipated operating costs in the
industry; and
The Group’s market capitalisation compared to its net assets.
Information used in the review process is rigorously tested to externally available information as appropriate.
ii. Key Estimate —Environmental Issues
Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental
legislation, and the directors understanding thereof. At the current stage of the company’s development and its current
environment impact, the directors believe such treatment is reasonable and appropriate.
iii. Key judgements and estimates – Taxation
Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best estimates of
directors. These estimates take into account both the financial performance and position of the company as they pertain to
current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or
future taxation legislation. The current income tax position represents that directors' best estimate, pending an assessment
by tax authorities in relevant jurisdictions. Refer Note 5 Income Tax.
Note 2
Company details
The registered office of the Company is:
Address:
Street:
Postal:
Telephone:
Suite 12, 11 Ventnor Avenue, WEST PERTH WA 6005
PO Box 1240, WEST PERTH WA 6847
+61 (8) 6245 2050
P a g e | 37
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the year ended 30 June 2019
Note 3
Revenue and other income
a. Revenue
Revenue – disposal of conglomerate gold rights
Interest income
2019
$
2018
$
3,691,174
84,980
-
105,479
3,776,154
105,479
Revenue
Revenues represent revenue generated from external customers. There were no inter-segment revenues in the current
period.
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and
allowances. Revenue is recognised in the income statement when the significant risks and rewards of ownership have been
transferred to the buyer. No revenue is recognised if there are significant uncertainties regarding recovery of the
consideration due or there is a risk of return of goods or there is continuing management involvement with the goods.
All revenue is stated net of the amount of value added taxes.
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group
and the amount of revenue can be reliably measured. Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.
Note 4
Profit / (loss) before income tax
The following significant revenue and expense items are relevant in explaining
the financial performance:
a. Employment costs:
◼ Directors fees
◼ Superannuation expenses / (reimbursement)
◼ Wages and salaries
◼ Other employment related costs
2019
$
2018
$
386,890
7,202
94,350
23,959
306,250
8,654
65,298
-
512,401
380,202
P a g e | 38
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 5
Income tax
a.
Income tax expense / (benefit)
Current tax
Deferred tax
Relating the origination and reversal of temporary differences
Deferred tax expense (benefit) not recognised
Income tax expense (benefit) rep9orted in income statement
b. Reconciliation of income tax expense to prima facie tax payable
The prima facie tax payable / (benefit) on loss from ordinary activities before
income tax is reconciled to the income tax expense as follows:
Prima facie tax on operating loss at 30% (2018: 30%)
Add / (Less)
Tax effect of:
Non-deductible share-based payments
Non-deductible expenses
Deferred tax asset not brought to account
Income tax expense / (benefit) attributable to operating loss
c. The applicable weighted average effective tax rates attributable to operating
profit are as follows
d. Balance of franking account at year end of the legal parent
ANNUAL REPORT
30 June 2019
2019
$
2018
$
(2,152,075)
(1,432,420)
2,152,075
1,432,420
(1,858,671)
(3,201,129)
1,856,671
3,201,129
-
-
(1,242,718)
(2,874,136)
(372,816)
(862,241)
190,360
1,698
180,758
189,084
1,583
671,574
-
%
-
$
nil
-
%
-
$
nil
P a g e | 39
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 5
Income tax (cont.)
e. Deferred tax assets
Tax losses
Plant and equipment
Provisions and accruals
Capital raising costs
Unrealised foreign exchange
Note
2019
$
2018
$
8,634,670
6,446,151
16,408
12,801
255,957
592
-
119,895
166,669
-
8,920,428
6,732,715
Set-off deferred tax liabilities
5f
(2,046,560)
(1,717,517)
Net deferred tax assets
Less deferred tax assets not recognised
Net tax assets
f. Deferred tax liabilities
Exploration expenditure
g. Tax losses and deductible temporary differences
Unused tax losses and deductible temporary differences for which no
deferred tax asset has been recognised:
6,873,868
5,015,198
(6,873,868)
(5,015,198)
-
-
2,046,560
2,046,560
1,717,517
1,717,517
28,720,041
21,487,169
28,720,041
21,487,169
Potential deferred tax assets attributable to tax losses have not been brought to account at 30 June 2019 because the directors
do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this point in time. These benefits
will only be obtained if:
the company derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;
(a)
(b) the company continues to comply with the conditions for deductibility imposed by law; and
(c) no changes in income tax legislation adversely affect the company in utilising the benefits.
The corporate tax rate for eligible companies will reduce from 30% to 25% by 30 June 2022 providing certain turnover thresholds
and other criteria are met. Deferred tax assets and liabilities are required to be measured at the tax rate that is expected to
apply in the future income year when the asset is realised or the liability is settled. The Directors have determined that the
deferred tax balances be measured at the tax rates stated.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from
or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the statement of financial position date between the tax bases
of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and
unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:
P a g e | 40
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note
5
Income tax (cont.)
ANNUAL REPORT
30 June 2019
• when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; or
• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary
difference will reverse in the foreseeable future and taxable profit will be available against which the temporary
difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has
become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset
is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation
authority.
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which
case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable;
and
receivables and payables, which are stated with the amount of GST included.
•
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in
the statement of financial position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from
investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating
cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
P a g e | 41
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 6
Earnings per share (EPS)
a. Reconciliation of earnings to profit or loss
(Loss) / profit for the year
2019
$
2018
$
(1,242,718)
(2,874,136)
(Loss) / profit used in the calculation of basic and diluted EPS
(1,242,718)
(2,874,136)
b. Weighted average number of ordinary shares outstanding during the year
used in calculation of basic EPS
1,394,677,575
1,054,187,623
2019
No.
2018
No.
c. Earnings per share
Basic EPS (cents per share)
2019
₵
2018
₵
(0.09)
(0.27)
d. At the end of the 2019 financial year, the Group has 166,500,000 unissued shares under options (2018: 199,000,000), 12,000,000
performance rights on issue (2018: 12,000,000) and 275,000,000 performance shares on issue (2018: 275,000,000). The Group
does not report diluted earnings per share on annual losses generated by the Group. During the 2019 financial year the Group's
unissued shares under option and partly-paid shares were anti-dilutive.
Basic profit/(loss) per share is calculated as net profit or loss attributable to members of the parent, adjusted to exclude any costs of
servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares,
adjusted for any bonus element.
Diluted profit/(loss) per share is calculated as net profit or loss attributable to members of the parent, adjusted for:
•
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as
expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential
ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted
for any bonus element.
P a g e | 42
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 7
Cash and cash equivalents
a. Current
Cash at bank
ANNUAL REPORT
30 June 2019
Note
2019
$
2018
$
4,145,369
6,142,247
4,145,369
6,142,247
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible
to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined
above, net of outstanding bank overdrafts.
Cash at bank earns interest at floating rates based on daily bank deposit rates.
The Group's exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in note 23
Financial risk management.
b. Reconciliation of cash
Cash at the end of the financial year as shown in the statement of cash flows
is reconciled to items in the statement of financial position as follows:
◼ Cash and cash equivalents
Note
2019
$
2018
$
4,145,369
6,142,247
4,145,369
6,142,247
c. Cash Flow Information
i. Reconciliation of cash flow from operations to (loss)/profit after income tax
Loss after income tax
(1,242,718)
(2,874,136)
Cash flows excluded from (loss)/profit attributable to operating activities
-
-
Non-cash flows in (loss)/profit from ordinary activities:
◼ Depreciation and amortisation
◼ Exploration expenditure expensed
◼ Share-based payments
◼ Impairment expense
17
60,200
-
634,532
15,000
32,587
676,003
630,282
53,032
Changes in assets and liabilities, net of the effects of purchase and disposal of
subsidiaries:
◼ (Increase)/decrease in receivables
◼ (Increase)/decrease in other assets
◼ Increase/(decrease) in trade and other payables
◼ Increase/(decrease) in provisions
Cash flow from operations
(48,010)
(113,458)
(2,591,983)
669,957
(239,432)
10,078
(122,936)
10,905
(2,742,455)
(1,697,643)
P a g e | 43
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 7
Cash and cash equivalents (cont)
d. Credit standby facilities
The Group has no credit standby facilities.
e. Non-cash financing activities
016
014
$
There were no non-cash financing activities during the financial year ended 30 June 2019 or the prior year.
Note 8
Trade and other receivables
a. Current
Sundry Debtors
GST Receivable
Expected credit losses
2019
$
-
307,782
2018
$
2,400
299,498
307,782
301,898
The Group applies the AASB 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these
items do not have a significant financing component.
Where applicable, in measuring the expected credit losses, the trade receivables are assessed on a collective basis as they possess
shared credit risk characteristics. They are grouped based on the days past due and also according to the geographical location
of customers.
The expected loss rates are based on the payment profile for past sales (where applicable) as well as the corresponding historical
credit losses during that period. The historical rates are adjusted to reflect current and forwarding looking macroeconomic factors
affecting the customer’s ability to settle the amount outstanding.
Trade receivables are written off when there is no reasonable expectation of recovery. Failure to make payments within 180 days
from the invoice date and failure to engage with the Group on alternative payment arrangement amongst others is considered
indicators of no reasonable expectation of recovery.
Note 9
Other assets
a. Financial assets – fair value through profit or loss
Shares in Pacton Gold Inc. - at fair value(i)
b. Other assets
Performance guarantee
2019
$
1,275,245
1,275,245
2018
$
-
-
24,993
24,993
24,993
24,993
(i) On 23 October 2018 the Company announced the execution of a definitive agreement with Pacton Gold Inc in relation to the
disposal of non-core conglomerate Gold Rights over a portfolio of eight exploration licenses for 7,000,000 shares in Pacton Gold
Inc (Pacton) valued at CAD $3.5 million.
P a g e | 44
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 9 Other assets (continued)
Summary of the Transaction:
ANNUAL REPORT
30 June 2019
•
•
•
•
Tenements retained by Calidus, agreement is over right to explore for and mine conglomerate gold, with all shear
hosted/basement gold to be retained by Calidus.
Portfolio of 6 granted exploration licenses and 2 exploration licenses under application (357.5 km2) with mapped
conglomerates.
Pacton liable for rehabilitation and environmental obligations and to spend a minimum of CAD $50,000 in aggregate on
all tenements during each 12-month period from commencement of the Gold Rights Agreement;
Calidus was issued 7,000,000 shares in Pacton following the transfer of the Gold Rights with a deferred consideration of
up to 3,000,000 Pacton Gold Shares to be issued if the VWAP over the 30 trading days is C$0.50 or less.
Under the LOI terms, the Company received a non-refundable payment of CDN$10,000 and was issued 7,000,000 common shares
of Pacton as consideration for the grant of the Gold Rights upon completion. All of the shares were subject to a 4-month escrow
period, with 25% of the shares subject to further voluntary escrow pending grant of the exploration licence applications. Calidus
are entitled to the issue of up to 3,000,000 additional common shares in the capital of Pacton during the period 12 months after
the date of execution of the definitive agreement dependent on the performance of Pacton’s share price.
Note 10
Property, plant, and equipment
a. Non-current
Motor Vehicles
Accumulated depreciation
Computer and Software
BAccumulated depreciation
Mining equipment
BAccumulated depreciation
2019
$
76,104
(40,466)
35,638
44,725
(20,746)
23,979
84,696
(30,004)
54,692
2018
$
76,104
(15,098)
61,006
32,575
(8,080)
24,495
97,618
(7,742)
89,876
Total plant and equipment
114,309
175,377
b. Movements in Carrying Amounts
Motor Vehicles
$
Computer and
software
$
Carrying amount at the beginning of year
61,006
Additions
Disposals
Impairment
-
-
-
24,495
12,150
-
-
Depreciation expense
(25,368)
(12,666)
◼
◼
◼
◼
Mining equipment
$
89,876
2,079
-
(15,000)
(22,263)
Total
$
175,377
14,229
-
(15,000)
(60,297)*
Carrying amount at the end of year
35,638
23,979
54,692
114,309
•
$97 of depreciation for mining equipment has been included in capitalised exploration for the year.
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.
P a g e | 45
0
1
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 10 Property, plant, and equipment (continued)
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes
the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its
intended use, and the costs of dismantling and removing the items and restoring the site on which they are located, and
appropriate proportion of production overheads.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from
disposal with the carrying amount of property, plant and equipment and are recognised net within “other income” in profit or
loss.
The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable
amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be
received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their
present values in determining recoverable amounts.
Depreciation rates and methods are reviewed annually for appropriateness. The depreciation rates used for the current and
comparative period are:
2019
$
Plant and equipment
33%-66%
Motor vehicles
33%-66%
2018
$
33%-66%
33%-66%
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial
year end.
For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-
generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value.
An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount.
The asset or cash-generating unit is then written down to its recoverable amount with the impairment loss recognised in the
statement of profit or loss and other comprehensive income.
Derecognition and disposal
An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from
its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
P a g e | 46
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 11
Exploration and evaluation assets
a. Non-current
Exploration expenditure capitalised:
Exploration and evaluation phase at cost
Net carrying value
b. Movements in carrying amounts
Balance at the beginning of year
Expenditure during the period
Carrying amount at the end of year
ANNUAL REPORT
30 June 2019
2019
$
2018
$
18,145,519
9,985,029
18,145,519
9,985,029
9,985,029
8,160,490
2,781,809
7,203,220
18,145,519
9,985,029
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases are dependent
on the successful development and commercial exploitation or sale of the respective areas.
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and
evaluation asset in the year in which they are incurred where the following conditions are satisfied:
•
•
the rights to tenure of the area of interest are current; and
at least one of the following conditions is also met:
i)
ii)
the exploration and evaluation expenditures are expected to be recouped through successful development and
exploitation of the area of interest, or alternatively, by its sale; or
exploration and evaluation activities in the area of interest have not at the balance date reached a stage which
permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active
and significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount
of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and
evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest)
is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the
carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the
increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant
exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.
The Group’s exploration properties may be subjected to claim(s) under Native Title (or jurisdictional equivalent), or contain
sacred sites, or sites of significance to the indigenous people of Australia.
As a result, exploration properties or areas within the tenement may be subject to exploration restrictions, mining restrictions
and/or claims for compensation. At this time, it is not possible to quantify whether such claims exist, or the quantum to such
claims.
P a g e | 47
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 11
Trade and other payables
a. Current
Unsecured
Trade payables
Accruals(i)
Employment related payables
2019
$
2018
$
1,316,700
1,141,171
462,119
97,792
20,500
44,984
1,876,611
1,206,655
(i)
Included is Stamp Duty payable in the amount of $384,206 payable in monthly instalments over a period 6 months from
September 2019.
Note 12
Provision
a. Current
Provision for Stamp Duty
Provision for Annual Leave
2019
$
120,096
31,027
2018
$
379,650
10,905
151,123
390,555
Trade payables and provisions are non-interest bearing and usually settled within the lower of terms of trade or 30 days.
Trade payables, other payables and provisions are carried at amortised cost and represent liabilities for goods and services
provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make
future payments in respect of the purchase of these goods and services.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses. When the
Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is
recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is
presented in the statement of profit or loss and other comprehensive income net of any reimbursement. Provisions are
measured at the present value or management’s best estimate of the expenditure required to settle the present obligation at
the end of the reporting period. If the effect of the time value of money is material, provisions are discounted using a current
pre-tax rate that reflects the risks specific to the liability.
Short-term benefits:
Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the
reporting date represent present obligations resulting from employees' services provided to the reporting date and are
calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay at the
reporting date including related on-costs, such as workers compensation insurance and payroll tax.
P a g e | 48
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 13
Issued capital
ANNUAL REPORT
30 June 2019
Fully paid ordinary shares at no par value
1,578,887,024
1,276,453,495
29,712,417
21,712,043
2019
No.
2018
No.
2019
$
2018
$
a. Ordinary shares
At the beginning of the period
Shares issued during the year:
Balance before reverse acquisition
◼ ESIP Shares issued
◼ Placement of Alkane Resources
◼ Directors Shares cancelled
◼ Directors Shares issued
◼
Issue of Epminex shares
◼ Exercise of options
◼ ESIP Shares issued
◼ Placement to Alkane
◼ Exercise of options
◼ Exercise of options
◼ Exercise of options
◼ Exercise of options
◼ Exercise of options
◼ Underwriting fee
◼
Issue of Epminex shares
◼ Tranche 1 – Capital raising
◼
◼
Issue of Novo shares
Issue of Haoma shares
◼ Tranche 2 – Capital raising
◼ Conversion of performance shares
into ordinary shares
◼ Exercise of options
◼ Exercise of options
◼
Issue of Gardner shares
Transaction costs relating to share
issues
1,276,453,495
717,736,035
21,712,043
10,363,420
-
17,500,000
125,000,000
(5,000,000)
5,000,000
120,000
555,556
1,046,025
80,000,000
600,000
80,000
1,110,000
32,821,948
42,400,000
1,200,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
414,029
3,687,500
-
-
3,360
13,889
25,000
2,160,000
15,000
2,000
27,750
820,549
1,060,000
30,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30,000
95,061,415
20,000,000
37,500,000
148,841,045
250,000,000
500,000
5,000,000
1,785,000
-
-
-
-
-
-
-
-
-
720
3,897,517
840,000
750,000
6,102,483
-
12,500
204,543
76,755
-
(258,712)
(535,895)
At reporting date
1,578,887,024
1,276,453,495
29,712,407
21,712,043
Terms of Ordinary Shares
Voting Rights
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares
held and in proportion to the amount paid up on the shares held.
At shareholders meetings, each ordinary share is entitled to one vote in proportion to the paid-up amount of the share when a
poll is called, otherwise each shareholder has one vote on a show of hands.
P a g e | 49
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 14 Issued capital (continued)
2019
No.
2018
No.
2019
$
2018
$
b. Options
At the beginning of the period
199,000,000
192,500,000
170,855
9,145
Placement to Alkane
Director options cancelled
Issue of options to directors/employees
Issue of Performance Rights
Options Exercised
At reporting date
c. Performance shares
70,000,000
(3,000,000)
-
-
-
-
-
12,000,000
(87,500,000)
(5,500,000)
-
-
589,357
-
-
178,500,000
199,000,000
760,212
At the beginning of the period
275,000,000
Performance Shares (Milestone 1)
Performance Shares (Milestone 2)
At reporting date
-
-
275,000,000
-
-
275,000,000
275,000,000
-
-
190,437
25,816
(54,543)
170,855
-
-
-
-
-
414,029
-
-
-
-
-
414,029
45,175
d. Employee shares
At the beginning of the period
17,500,000
-
ESIP issued
ESIP converted
At reporting date
9,000,000
17,500,000
(17,500,000)
-
(439,029)
9,000,000
17,500,000
20,175
414,029
The Company has 275,000,000 performance shares on issue with the following milestones:
Milestone
Milestone 2: The performance shares will convert into fully paid shares upon the earlier of:
•
•
The announcement of a positive pre-feasibility study which demonstrates the project is
commercially viable; or
Sale of all or part of the Warrawoona Gold Project for a cash consideration of at least
$50,000,000.
This must be achieved on or before 5:00pm (WST) on the date, which is 36 months after the issue date.
Number to be
converted
No.
275,000,000
275,000,000
No value has been allocated to the performance shares due to the significant uncertainty of meeting the performance
milestones which are based on future events.
On 17 July 2019, the Company announced the conversion of 275,000,000 performance rights to fully paid shares in the
company upon the achievement of the milestone of a positive pre-feasibility study.
P a g e | 50
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 14 Issued capital (continued)
e. Capital Management
ANNUAL REPORT
30 June 2019
The Directors' objectives when managing capital are to ensure that the Group can maintain a capital base so as to maintain
investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors
the availability of liquid funds in order to meet its short term commitments.
The focus of the Group's capital risk management is the current working capital position against the requirements of the
Group in respect to its operations, software developments programmes, and corporate overheads. The Group's strategy is
to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating
appropriate capital raisings as required.
The working capital position of the Group were as follows:
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Working capital position
Note 15
Employee Shares
Employee Shares
a. Employee shares
Balance at the beginning of the financial year
Equity based payments
Conversion of employee shares
Balance at the end of the financial year
Note
7
8
12
14d
14d
14d
2019
$
2018
$
4,145,369
6,142,247
307,782
301,898
(1,876,611)
(1,206,655)
2,576,540
5,237,490
2019
$
45,175
45,175
2019
$
414,029
45,175
(439,029)
20,175
2018
$
414,029
414,029
2018
$
-
414,029
-
414,029
The Employee Shares note records items recognised as expenses on the value of employee shares issued under the Employee
Shares Incentive Plan.
P a g e | 51
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 16 Reserves
2019
$
2018
$
Option reserve
18a
760,212
170,855
a. Options Reserve
Balance at the beginning of the financial year
Equity based payments
Options exercised
Balance at the end of the financial year
760,212
170,855
2019
$
170,855
589,357
-
760,212
2018
$
9,145
216,253
(54,543)
170,855
19
The option reserve records items recognised as expenses on the value of directors and employee equity issues.
At 30 June 2019 the following options are outstanding:
▪
▪
▪
▪
70,000,000 unlisted options exercisable at 3.5 cents expiring on or before 1 November 2019.
30,500,000 unlisted options exercisable at 2.5 cents expiring on or before 13 June 2020.
50,000,000 unlisted options exercisable at 2 cents expiring on or before 18 April 2021 were issued to the lead
manager as detailed in the prospectus dated 5 May 2017.
16,000,000 unlisted options exercisable 12 months from issue date at 3 cents expiring on or before 13 June 2020
were issued to key management personnel.
P a g e | 52
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
ANNUAL REPORT
30 June 2019
Note 17
Share-based payments
Share-based payment expense
Note
2019
$
2018
$
17a.i.(i)
634,532
630,282
Net share-based payment recognised in Profit or Loss
634,532
634,532
Share-based payment expense recognised in exploration and evaluation
assets
17a.ii(i)
3,360
1,667,475
Gross share-based transactions
637,892
2,297,757
Equity-settled compensation
The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair
value is measured at grant date and spread over the period during which the employees become unconditionally entitled
to the options. The fair value of the options granted is measured using the Black-Scholes pricing model, taking into
account the terms and conditions upon which the options were granted. The amount recognised is adjusted to reflect the
actual number of share options that vest except where forfeiture is only due to market conditions not being met.
a. Share-based payment arrangements in effect during the period
i. Share-based payments recognized in profit or loss
i. Employee Securities Incentive Plan – Employee Shares
In consideration for retaining key quality employee of Calidus, the Company has issued 9,000,000 fully paid ordinary
shares under the Employee Securities Incentive
Number of Shares
Vesting Date
Issue Price
Holding Lock Period
9,000,000
3 May 2020
$0.03
12 months from issue
date
The fair value of the employee shares issued is deemed to represent the value of the employee services received over
the vesting period. The employees shares were valued using the Black-Scholes option pricing model, applying the
following inputs:
Grant date:
Grant date share price:
Option exercise price:
Number of options issued:
Term (years):
Expected share price volatility:
Risk-free interest rate:
Value per option
3 May 2019
$0.026
$0.030
9,000,000
15.00
90.24%
1.28%
$0.01411
Volatility has been based comparable companies that have gone through a recapitalisation recently.
P a g e | 53
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 17 Share-based payments (continued)
ii. Director Options
In consideration for acting as director of Calidus, the Company issued 24,000,000 Options during FY 2017 with terms and
summaries below:
Number of Options
Date of Expiry
Exercise Price
Vesting Terms
12,000,000
12,000,000
13 June 2020
13 June 2020
$0.03
$0.03
12 months from issue date
24 months from issue date
iii. Employee Securities Incentive Plan – Employee Performance Rights
In consideration for retaining key quality employee of Calidus, the Company issued 12,000,000 Performance Rights during
FY 2018 under the Employee Securities Incentive:
Number of Options
Date of Expiry
Exercise Price
Vesting Terms
12,000,000
13 June 2021
$0.41
12 months from issue date
ii. Share-based payments recognised in exploration and evaluation assets
(i) Epminex Shares
On 12 February 2019, the Company issued 120,000 shares at $0.028 per share, valued at $3,360, to Epminex in
consideration for the acquisition of the final interest in the exploration licenses 45/4555 and 45/4843.
b. Movement in share-based payment arrangements during the period
A summary of the movements of all company options issued to Directors as share-based payments is as follows:
2019
2018
Number of
Options
Weighted Average
Exercise Price
Number of Options
Weighted Average
Exercise Price
Outstanding at the beginning of the year
19,000,000
$0.03
24,000,000
$0.03
Granted
Exercised
Expired/cancelled
Outstanding at year-end
-
-
-
-
(3,000,000)
16,000,000
$0.03
$0.03
-
-
(5,000,000)
$0.03
-
-
19,000,000
$0.03
Exercisable at year-end
16,000,000
$0.03
19,000,000
$0.03
i. The weighted average exercise price of outstanding options at the end of the reporting period was $0.03.
ii. The fair value of the options granted is deemed to represent the value of the employee services received over the vesting
period.
c. Fair value of options grants during the period
No options were issued during the year
d. A summary of the movements of all company options (excluding performance rights) on issue is as follows:
2019
2018
Number of Options
Number of Options
Weighted Average
Exercise Price
Weighted Average
Exercise Price
Outstanding at the beginning of the year
Granted
Exercised
Expired/cancelled
Outstanding at year-end
187,000,000
70,000,000
(87,500,000)
(3,000,000)
166,500,000
$0.024
$0.035
$0.025
$0.025
$0.028
192,500,000
$0.024
-
-
(5,500,000)
$0.03
-
-
187,000,000
$0.24
Exercisable at year-end
166,500,000
$0.028
187,000,000
$0.24
No options were issued during the year.
P a g e | 54
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 18 Controlled entities
a. Legal parent entity
ANNUAL REPORT
30 June 2019
Calidus Resources Limited is the ultimate parent of the Group (refer to note 1a.ii).
ii. Legal subsidiaries
Country of
Incorporation
◼ Keras (Gold) Australia Pty Limited
◼ Keras (Pilbara) Gold Pty Limited
Australia
Australia
Class of
Shares
Ordinary
Ordinary
Percentage Owned
2019
100.0
100.0
2018
100.0
100.0
b. Accounting parent entity
Keras (Gold) Australia Pty Limited is the accounting parent of the Group (refer to note 1a.ii).
ii. Accounting subsidiaries
◼ Calidus Resources Limited
◼ Keras (Pilbara) Gold Pty Limited
Country of
Incorporation
Australia
Australia
Class of
Shares
Ordinary
Ordinary
Percentage Controlled
2018
2019
100.0
100.0
100.0
100.0
c.
Investments in subsidiaries are accounted for at cost.
Note 19 Key Management Personnel compensation (KMP)
The names are positions of KMP are as follows:
◼ Mr David Reeves
◼ Mr Mark Connelly
◼ Mr Keith Coughlan
◼ Mr Peter Hepburn-Brown
◼ Mr James Carter
Managing Director
Non-executive Chairman
Non-executive Director
Non-executive Director (Deceased 3 September 2018)
Chief Financial Officers & Co Company Secretary (Resigned 21 September 2018)
Information regarding individual directors and executives’ compensation and some equity instruments disclosures as required
by the Corporations Regulations 2M.3.03 is provided in the Remuneration Report.
Short-term employee benefits
Post-employment benefits
Share-based payments
Total
2019
$
414,700
5,700
199,546
2018
$
383,000
2,066
397,565
619,946
782,631
(i) The comparative information has been reduced by $403,101 from the prior period as Jane Allen is no longer considered a
Key Management Person, due to only the Directors themselves have authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that
entity.
P a g e | 55
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 20 Related party transactions
Transactions between related parties are on normal commercial terms and
conditions no more favourable than those available to other parties unless
otherwise stated.
◼ Office Rent - Wilgus Investments Pty Ltd
◼ Discovery Capital – Corporate Advisory and Capital Raising Fees
2019
$
2018
$
62,300
170,000
60,000
207,585
Refer to the Remuneration Report point 14.8 for further information regarding the terms of the related party transactions.
Note 21
Commitments
Exploration expenditure commitments payable:
Not later than 12 months
Between 12 months and five years
Later than five years
Total Exploration tenement minimum expenditure requirements
Operating lease commitments for premises due:
Not later than 12 months
Between 12 months and five years
Later than five years
Total operating lease commitments
Note 22 Operating segments
2019
$
2018
$
565,077
1,400,211
2,156,710
4,121,998
583,675
1,618,484
2,548,743
4,750,902
34,200
34,200
-
-
-
-
34,200
34,200
For management purposes, the Group’s operations are organised into one operating segment domiciled in the same country,
which involves the exploration and exploitation of Gold minerals in Australia. All of the Group’s activities are inter-related, and
discrete financial information is reported to the Managing Director as a single segment. Accordingly, all significant operating
decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the
statement of comprehensive income. The accounting policies applied for internal reporting purposes are consistent with those
applied in preparation of these financial statements.
P a g e | 56
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 23
Financial risk management
a. Financial Risk Management Policies
ANNUAL REPORT
30 June 2019
This note presents information about the Group's exposure to each of the above risks, its objectives, policies and procedures
for measuring and managing risk, and the management of capital.
The Group's financial instruments consist mainly of deposits with banks, short-term investments, and accounts payable and
receivable.
The Group does not speculate in the trading of derivative instruments.
A summary of the Group's Financial Assets and Liabilities is shown below:
Floating
Interest
Rate
$
Fixed
Interest
Rate
$
Non-
interest
Bearing
$
2019
Total
$
Floating
Interest
Rate
$
Fixed
Interest
Rate
$
Non-
interest
Bearing
$
2018
Total
$
Financial Assets
Cash and cash equivalents
4,145,369
Trade and other receivables
Financial assets
-
-
Total Financial Assets
4,145,369
Financial Liabilities
Financial liabilities at
amortised cost
Trade and other payables
Short-term financial liabilities
Long-term financial liabilities
Total Financial Liabilities
-
-
-
-
Net Financial
Assets/(Liabilities)
4,145,369
-
-
-
-
-
-
-
-
-
-
4,145,369
6,142,247
307,782
307,782
1,275,245
1,275,245
-
-
1,583,027
5,728,396
6,142,247
1,876,611
1,876,611
-
-
-
-
1,876,611
1,876,611
-
-
-
-
(293,584)
3,851,785
6,142,247
-
-
-
-
-
-
-
-
-
-
6,142,247
301,898
301,898
-
-
301,898
6,444,145
1,206,655
1,206,655
-
-
-
-
1,206,655
1,206,655
(904,757)
5,237,490
P a g e | 57
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 23
Financial risk management (cont.)
b. Specific Financial Risk Exposures and Management
The main risk the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting
of interest rate, foreign currency risk and equity price risk.
The Board of directors has overall responsibility for the establishment and oversight of the risk management framework. The
Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks in
accordance with the Group's risk profile. This includes assessing, monitoring and managing risks for the Group and setting
appropriate risk limits and controls. The Group is not of a size nor is its affairs of such complexity to justify the establishment
of a formal system for risk management and associated controls. Instead, the Board approves all expenditure, is intimately
acquainted with all operations and discuss all relevant issues at the Board meetings. The operational and other compliance
risk management have also been assessed and found to be operating efficiently and effectively.
ii. Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract
obligations that could lead to a financial loss to the Group.
The Group does not have any material credit risk exposure to any single receivable or group of receivables under financial
instruments entered into by the Group.
The objective of the Group is to minimise the risk of loss from credit risk. Although revenue from operations is minimal,
the Group trades only with creditworthy third parties.
In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts
is insignificant. The Group's maximum credit risk exposure is limited to the carrying value of its financial assets as
indicated on the statement of financial position.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and
other receivables.
◼ Credit risk exposures
The maximum exposure to credit risk is that to its alliance partners and that is limited to the carrying amount, net of
any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the
financial statements.
Credit risk related to balances with banks and other financial institutions is managed by the Group in accordance with
approved Board policy. Such policy requires that surplus funds are only invested with financial institutions residing in
Australia, where ever possible.
◼
Impairment losses
The ageing of the Group's trade and other receivables at reporting date was as follows:
P a g e | 58
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 23
Financial risk management (cont.)
ANNUAL REPORT
30 June 2019
Gross
2019
$
Impaired
2019
$
Past due but not
impaired
2019
$
Net
2019
$
-
-
-
-
-
-
307,782
307,782
-
-
-
-
-
-
-
-
-
-
-
-
-
-
307,782
307,782
-
-
-
-
-
-
-
-
Trade receivables
Not past due
Past due up to 15 days
Past due 15 days to 3 months
Past due over 3 months
Less intra-Group balances
Other receivables
Not past due
Total
iii. Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting
its obligations related to financial liabilities.
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash
and marketable securities are available to meet the current and future commitments of the Group.
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.
Typically the Group ensures that it has sufficient cash to meet expected operational expenses for a period of 60 days,
including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot
reasonably be predicted, such as natural disasters.
P a g e | 59
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 23
Financial risk management (cont.)
Other than the trust account insurer liabilities, the financial liabilities of the Group are confined to trade and other
payables as disclosed in the statement of financial position. All trade and other payables are non-interest bearing and
due within 30 days of the reporting date.
◼ Contractual Maturities
The following are the contractual maturities of financial liabilities of the Group:
Within 1 Year
Greater Than 1 Year
2019
$
2018
$
2019
$
2018
$
Total
2019
$
2018
$
Financial liabilities due for payment
Trade and other payables
Borrowings
1,876,611
-
1,206,655
-
Total contractual outflows
1,876,611
1,206,655
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial assets
4,145,369
307,782
1,275,245
6,142,247
301,898
-
Total anticipated inflows
5,728,396
6,444,145
Net (outflow)/inflow on financial
instruments
3,851,785
5,237,490
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,876,611
-
1,206,655
-
1,876,611
1,206,655
4,145,369
307,782
1,275,245
6,142,247
301,898
-
5,728,396
6,444,145
3,851,785
5,237,490
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier or at
significantly different amounts.
iv. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will
affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimising the return.
The Board meets on a regular basis and considers the Group's interest rate risk.
(1) Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting
period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial
instruments. The Group is also exposed to earnings volatility on floating rate instruments.
Due to the low amount of debt exposed to floating interest rates, interest rate risk is not considered a high risk to
the Group. Movement in interest rates on the Group's financial liabilities and assets is not material.
(2) Foreign exchange risk
Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating
due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are
other than the AUD functional currency of the Group.
The Group has no material exposure to foreign exchange risk.
(3) Price risk
Price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. The Group holds a material amount (Pacton Gold Inc shares) subject to price risk.
P a g e | 60
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 23
Financial risk management (cont.)
v. Sensitivity Analyses
ANNUAL REPORT
30 June 2019
The following table illustrates sensitivities to the Group's exposures to changes in interest rates. The table indicates the
impact on how profit and equity values reported at balance sheet date would have been affected by changes in the
relevant risk variable that management considers to be reasonably possible. These sensitivities assume that the
movement in a particular variable is independent of other variables.
(1) Interest rates
Year ended 30 June 2019
±50 basis points change in interest rates
Year ended 30 June 2018
±50 basis points change in interest rates
(2) Price
Year ended 30 June 2019
±10% change in market price of shares
Year ended 30 June 2018
±10% change in market price of shares
vi. Net Fair Values
(1) Fair value estimation
Profit
$
Equity
$
± 22,707
± 22,707
± 30,711
± 30,711
Profit
$
Equity
$
± 127,245
± 127,245
± -
± -
Fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value
measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which
are described as follows:
•
•
•
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly or indirectly
Level 3: unobservable inputs for the asset or liability
The Pacton Gold Inc shares valued at $1,275,245 are measured under level 1 in the fair value hierarchy. Cash and
cash equivalents, trade and other receivables, trade creditors, other creditors and employee entitlements have been
excluded from the above analysis as their fair values are equal to their carrying values.
P a g e | 61
ANNUAL REPORT
30 June 2019
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Note 24
Events subsequent to reporting date
On 15 August 2019 the Company successfully completed a $9M placement to institutional investors. Together with existing cash
reserves this placement ensures that Calidus is well funded to:
• Undertake an extensive resource drilling programme (infill and extensional) to expand the current resource base and
increase its confidence;
Complete an aggressive regional exploration programme testing high priority exploration targets;
Complete a definitive feasibility study;
•
•
A pre-Feasibility was completed post year end and details Warrawoona as a 100,000 oz pa producer:
o Maiden Reserve of 8.9Mt @ 1.5g/t for 418koz
100,000 oz pa producer for an initial 6 years, plans to expand for feasibility study
o
o All-In Sustaining Costs (ASIC) of $1,159/oz for Life of Mine costs from production start
o NPV (pre-tax 8%) $234m and IRR 56% based on A$2,000/oz
o NPV (post-tax 8%) $168m and IRR 47% based on A$2,000/oz
o Gold trading plus $2,200/oz post release of PFS
o
o
o
Payback 26 months from production start based on a A$1,800/oz study gold price
Payback 19 months from production start based on a A$2,000/oz spot price
Capital cost of $95m including contingency
Post year end, Calidus was pleased to announce the successful Placement of $9M to institutional investors. The Placement
received strong support from new and existing institutional investors for the continued advance of the flagship Warrawoona Gold
Project.
There are no other material events subsequent to reporting date.
Note 25
Contingent liabilities
a. Royalties
Keras Gold has obligation to pay royalties, based on minerals produced, pursuant to the acquisition agreement for Arcadia
Minerals Pty Ltd (now Keras (Pilbara) Gold Pty Ltd). The royalties will only become due and payable when and if mining
commences.
Under part of tenements acquired from Haoma Mining NL (see ASX Announcement 6 November 2017 Commencement of
NOVO JV and exercise of Haoma Option) there is obligation to pay a 1.25% royalty of profit (after all expenses including
development costs and capital costs) of a producing mine on the tenements acquired from Haoma. Details of this royalty
are disclosed in the Section 8 of the Company’s prospectus dated 8 May 2017.
On 6 November 2017 the Company announced that it had commenced the NOVO JV. Calidus may earn a 70% interest in
the Novo tenements by spending $2 million on the tenements over the next 3 years (Expenditure Commitment). At the
completion of the Expenditure Commitment, each party will be subject to a fund or dilute obligation in the respective
proportions on the Novo Tenements with any interest diluting below 10% converting to a 1% net smelter royalty.
Note 26 Auditor’s remuneration
Remuneration of the auditor of the company for:
Auditing or reviewing the financial reports
Other services provided by a related practice of the auditor
2019
$
35,800
-
35,800
2018
$
45,666
-
45,666
P a g e | 62
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Notes to the consolidated financial statements
for the period ended 30 June 2019
Note 27
Parent entity disclosures
ANNUAL REPORT
30 June 2019
The following information has been executed from the books and records of the legal parent Calidus Resources Limited have
been prepared in accordance with Australian Accounting Standards and the accounting policies as outlined in Note 1.
a. Financial Position of Calidus Resources Limited (legal parent)
Current assets
Non-current assets
Total assets
Current liabilities
Non-current assets
Total liabilities
Net assets
Equity
Issued capital
Options reserve
Employee shares
Accumulated losses
Total equity
b. Financial performance of Calidus Resources Limited
Profit / (loss) for the year
Other comprehensive income
Total comprehensive income
June 2019
$
June 2018
$
21,604,674
17,307,652
1,745
-
21,606,419
17,307,652
706,593
544,746
-
-
706,593
544,746
20,899,826
16,762,906
53,444,699
45,470,811
760,212
20,175
1,678,979
414,029
(33,325,260)
(30,800,913)
20,899,826
16,762,906
(2,524,347)
(2,270,692)
-
-
(2,524,347)
(2,270,692)
c. Guarantees entered into by Calidus Resources Limited for the debts of its subsidiaries
There are no guarantees entered into by Calidus Resources Limited for the debts of its subsidiaries as at 30 June 2019 (2018:
none).
d. Comparatives
The financial position of Calidus Resources Limited is as at 30 June 2019 for the current year and 30 June 2018 for the
comparative year.
The financial performance of Calidus Resources Limited is for the period between 1 July 2018 to 30 June 2019 and for the
comparative period between 1 July 2017 to 30 June 2018.
P a g e | 63
ANNUAL REPORT
30 June 2019
DIRECTORS' DECLARATION
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
1.
In the opinion of the Directors of Calidus Resources Limited (the ‘Company’):
a.
the financial statements, notes and the additional disclosures are in accordance with the Corporations Act
2001 including:
I.
ii.
giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance
for the year then ended; and
complying with Australian Accounting Standards (including the Australian Accounting Interpretations)
and the Corporations Regulations 2001;
b.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
c. the financial statements and notes thereto are in accordance with International Financial Reporting Standards
issued by the International Accounting Standards Board.
2.
This declaration has been made after reviewing the declarations required to be made to the Directors in accordance
with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2019.
MARK CONNELLY
Non-executive Chairman
Dated this Wednesday, 25 September 2019
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF CALIDUS RESOURCES LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
Opinion
Level 15, Exchange Tower,
2 The Esplanade, Perth, WA 6000
PO Box 5785, St Georges Terrace,
WA 6831
T +61 (0)8 9225 5355
F +61 (0)8 9225 6181
www.moorestephens.com.au
We have audited the financial report of Calidus Resources Limited (the Company) and its subsidiaries (the
“Group”), which comprises the consolidated statement of financial position as at 30 June 2019, 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 ended 30 June 2019, 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:
i.
ii.
giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its
financial performance for the year then ended; and
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 (the “Code”) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given
to the directors of the Company, would be in the same terms if given to the directors as at the time of this
auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Liability limited by a scheme approved under Professional Standards Legislation. Moore Stephens - ABN 16 874 357 907. An independent member of Moore Global
Network Limited - members in principal cities throughout the world. The Perth Moore Stephens firm is not a partner or agent of any other Moore Global Network
Limited member firm.
P a g e | 65
Share Based Payments – Remuneration
Refer to Note 17 Share Based Payments & Remuneration Report
During the year ended 30 June 2019, the Group
transacted with Key Management Personnel and other
parties via the award of share-based remuneration
payments (SBP) amounting to $634,532 in the form of
equity settled share-based payments.
The value of the SBP is a key audit matter due to it being
a key material transaction with members of key
management and other personnel, the valuation of
which involves significant judgement and accounting
estimation.
We therefore identified such expenses as a key area of
focus.
Accounting for Exploration & Evaluation Assets
Refer to Note 11 Exploration & Evaluation Assets
At 30 June 2019, the Group’s statement of financial
position includes capitalised exploration and evaluation
assets of approximately $18.145 million, representing
the Group’s single largest asset or 76% of total assets.
The ability to recognise and to continue to defer
exploration and evaluation assets under AASB 6:
Exploration for and Evaluation of Mineral Resource is
impacted by the Group’s ability, and intention, to
continue to explore the tenements or its ability to
realise this value through development or sale.
Due to the significance of these assets and the
subjectivity involved in assessing the ability to continue
to defer these assets, this is considered a key audit
matter.
Our procedures included, amongst others:
• Enquiring and obtaining confirmations from Key
SBP
regarding
their
Management Personnel
remuneration during the period.
• Reviewing minutes of directors and shareholder
meetings and ASX announcements relating to the
approval of such arrangements undertaken during
the financial and prior years.
• Reviewing remuneration documents & assessing the
valuation methodology used by management to
estimate the fair value of SBP, including testing the
integrity of
information provided assessing the
appropriateness of the key assumptions input into
the valuation model and recalculating the valuation
using the Black Scholes Model.
• Assessing whether the SBP have been appropriately
financial
in the
for
classified and accounted
statements.
We also assessed the adequacy of other related
disclosures in the financial statements.
Our procedures included, amongst others:
We addressed the Group’s assessment of the ability to
continue to defer the exploration and evaluation assets
under AASB 6 by specifically ensuring that:
• the Group has the ongoing right to explore in the
interests which
relevant exploration areas of
relevant
and
obtaining
included
documentation such as tenement registers (via
Department of Mines WA) & other agreements;
• Tested a sample of exploration & evaluation
to
the year
assessing
expenditures capitalised during
supporting documentation;
interest
• the Group is committed to continue exploration and
evaluation activity in the relevant exploration areas
including assessing their exploration
of
expenditures that have been either budgeted for
and discussions with management as to the
intentions and strategy of the Group and review of
ASX announcements including their Pre-Feasibility
Study Report (PFS) for the Warrawoona Gold
Project.
• Assessing the carrying value of these assets for any
in AASB 6)
impairment (set out
indicators of
including comparing against the Company’s market
capitalisation at balance date and PFS valuation.
We also assessed
disclosures contained in the financial report.
the appropriateness of
the
P a g e | 66
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 2019 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 Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,
or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, international omissions, misrepresentation, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group to cease to continue as
a going concern.
P a g e | 67
Auditor’s Responsibilities for the Audit of the Financial Report (continued)
• Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended 30 June
2019.
In our opinion, the Remuneration Report of Calidus Resources Limited, for the financial year ended 30 June
2019 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
S TAN
PARTNER
MOORE STEPHENS
CHARTERED ACCOUNTANTS
Signed at Perth on the 25 day of September 2019
P a g e | 68
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Additional ASX Information as at 4 September 2019
ANNUAL REPORT
30 June 2019
The following additional information is required by the Australian Securities Exchange in respect of listed public companies. As
at 4 September 2019 there were 3,121 holders of Ordinary Fully Paid Shares.
Voting Rights
The voting rights attached to each class of equity security are as follows:
◼ Ordinary shares: Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a
meeting or by proxy has one vote on a show of hands.
◼
Listed Options, Unlisted Options and Performance Shares: Options and performance shares do not entitle the holders to
vote in respect of that equity instrument, nor participate in dividends, when declared, until such time as the options are
exercised or performance shares convert and subsequently registered as ordinary shares.
20 Largest Shareholders — Ordinary Shares as at as at 4 September 2019
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
KERAS RESOURCES PLC
ALKANE RESOURCES LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BEATONS CREEK GOLD PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
MR STACEY RADFORD
MRS ELEANOR JEAN REEVES
MR PHILLIP RICHARD PERRY
PERSHING AUSTRALIA NOMINEES PTY LTD
DISCOVERY SERVICES PTY LTD
MR SIMON PATRICK BOWMAN
NEWECONOMY COM AU NOMINEES PTY LIMITED
<900 ACCOUNT>
BAINPRO NOMINEES PTY LIMITED
BUZZ CAPITAL PTY LTD
SUNSET TIDAL PTY LTD
Total
Number of
Ordinary Fully
Paid Shares
723,750,000
278,947,534
72,990,046
56,585,366
50,753,339
47,616,255
37,255,016
26,298,905
23,000,000
20,250,768
19,942,000
19,757,903
19,417,613
19,103,437
17,375,000
13,750,000
13,374,258
13,006,000
11,500,000
11,000,000
% Held of Ordinary
Issued Capital
33.72%
13.00%
3.40%
2.64%
2.36%
2.22%
1.74%
1.23%
1.07%
0.94%
0.93%
0.92%
0.90%
0.89%
0.81%
0.64%
0.62%
0.61%
0.54%
0.51%
1,495,673,440
69.69%
P a g e | 69
ANNUAL REPORT
30 June 2019
Substantial Ordinary Shareholders as at 4 September 2019
Name
KERAS RESOURCES PLC
ALKANE RESOURCES LTD
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
Number of Ordinary
Fully Paid Shares Held
% Held of Ordinary
Issued Capital
723,750,000
278,947,534
33.72%
13.00%
Distribution of Ordinary Shareholders as at 4 September 2019
Holding Range
Holders
Total Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
96
40
15
832
823
20,604
87,061
130,287
41,105,138
2,104,793,934
1,806
2,146,137,024
% Issued
Ordinary Capital
0.00%
0.00%
0.01%
1.92%
98.07%
100.00%
Unmarketable Parcels – as at 4 September 2019 there were 77 holders with less than a marketable parcel of shares.
On-Market Buy-Back
There is no current on-market buy-back.
Restricted Securities
As at 4 September 2019 the following securities are subject to escrow:
◼ 30,500,000 unquoted options exercisable at $0.02 each escrowed for a period of 24 months from quotation
◼ 48,000,000 unquoted options exercisable at $0.02 each escrowed for a period of 24 months from quotation
◼ 16,000,000 unquoted options exercisable at $0.03 each escrowed for a period of 24 months from quotation
Unquoted Securities
As at 4 September 2019 the following unquoted securities are on issue:
275,000,0000F
1 Performance Shares escrowed – 1 Holder
Holders with more than 20%
Holder Name
KERAS RESOURCES PLC
Holding
275,000,000
%
100.00%
16,000,000 Options Expiring 9 June 2020 @ $0.03 escrowed for a period of 24 months from quotation – 4 Holders
Holders with more than 20%
Holder Name
MR ADAM MIETHKE
ELEANOR JEAN REEVES
Holding
6,000,000
5,000,000
%
31.58%
26.32%
INSWINGER HOLDINGS PTY LTD
5,000,000
26.32%
30,500,000 Options Expiring 9 June 2020 @ $0.025 escrowed for a period of 12 months from quotation – 27 Holders
There are no holders with more than 20%
1 Details on the performance conditions surrounding the Performance Shares are contained within Note 16c Issued Capital.
P a g e | 70
CALIDUS RESOURCES LIMITED
AND CONTROLLED ENTITIES
ABN 98 006 640 553
ANNUAL REPORT
30 June 2019
48,000,000 Options Expiring 18 April 2021 @ $0.02 escrowed for a period of 24 months from quotation – 11 Holders
Holders with more than 20%
Holder Name
ATTOLLO INVESTMETNS PTY LTD
BUZZ CAPITAL PTY LTD < ZI
VESTMENT A/C >
SUNSET TIDAL PTY LTD
ROMFAL SIFAT PTY LTD
Holding
10,000,000
%IC
20.00%
10,000,000
20.00%
10,000,000
10,000,000
20.00%
20.00%
70,000,000 Options Expiring 1 November 2019 @$0.035
Holders with more than 20%
Holder Name
Holding
%
ALKANE RESOURCES LTD
70,000,000
100.00%
26,500,000 Options Expiring 13 June 2020 @$0.025 – 25 Holders
There are no holders with more than 20%.
ASX Listing Rule 4.10.19
The Company has used its cash and net assets in a form readily convertible to cash in hand at the time of reinstatement of the
Company’s securities to quotation in a way consistent with its business objectives.
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