ANNUAL REPORT
30 JUNE 2021
ABN 17 600 818 157
N 96 614 534 226
Corporate Directory
Directors
Andrew Radonjic
Shannan Bamforth
Jamie Byrde
Company Secretary
Jamie Byrde
Principal & Registered Office
Level 3, 24 Outram Street
WEST PERTH WA 6005
Telephone: (08) 6424 9017
Facsimile: (08) 6500 9982
Lawyers
Steinepreis Paganin
Lawyers & Consultants
Level 4, 16 Milligan Street
Perth WA 6000 Australia
Share Registry
Automic Group
Level 2, 267 St Georges Terrace
Perth WA 6000
Auditors
Stantons
Level 2
1 Walker Avenue
WEST PERTH WA 6005
Bankers
Australia and New Zealand Banking
Group
464 Hay Street
SUBIACO WA 6008
Stock Exchange Listing
Australian Securities Exchange
(Home Exchange: Perth, Western
Australia)
Code: CDR
Website Address
www.codrusminerals.com.au
2021 Annual Report
Contents
Chairman’s Letter to Shareholders
Directors’ Report
Auditor’s Independence Declaration
Financial Statements
Director’s Declaration
Independent Auditor’s Report
Additional Shareholder Information
Schedule of Mineral Tenements
2
3
21
22
50
51
55
57
Codrus Minerals Limited | 1
Chairman’s Letter to Shareholders
For the year ended 30 June 2021
Chairman’s Letter to Shareholders
Dear fellow shareholders,
On behalf of the Directors of Codrus Minerals Limited (“Company” or “Codrus”), I present to
shareholders the annual report for the year ended 30 June 2021.
Codrus successfully completed its Initial Public Offering (IPO) and raised $8.0 million, with the
shares commencing trading on the ASX on 23 June 2021. The Codrus IPO was completed by
the spinout of Blackstone Minerals Limited’s gold assets in Australia and the United States of
America. Blackstone Minerals Limited (“Blackstone”) continue to be the major shareholder in
Codrus.
Whilst Codrus has been listed only for a short period of time I would like to thank the continued
support of our Joint Lead Managers and shareholders to date, as we look towards delivering on
our exploration strategy.
Since completion of the spin out of the Bull Run Project, Silver Swan South Project, Red Gate
Project and Middle Creek Project from Blackstone, the Company completed its maiden drilling
program subsequent to year end at Silver Swan South and as we wait for the assays, the team
are preparing the Red Gate Project for drilling in the next quarter.
The Silver Swan Project, Red Gate Project, and Middle Creek Project are located in Western
Australia, and all are positioned within well-endowed mineral fields, and within a short distance of
significant operating assets. The Bull Run Project in eastern Oregon, USA is within a historic
goldfield that has produced from small high-grade mines for over a century with scant modern
exploration.
The drilling program will be well supported by deploying industry leading exploration technology
to the targets it has on the Silver Swan South and Red Gate Projects, whilst commencing fieldwork
on the untested Middle Creek project which is largely under explored. At the Bull Run Project in
Oregon, the Company will commence with an IP survey that will underpin targeting for future
drilling.
I would like to take this opportunity to thank all employees, contractors and consultants who have
contributed to the company in our short existence but in particular as we look forward to the future.
In addition, I would also like to thank Shannan Bamforth for his efforts to date and I believe he will
be valuable asset to the company over our journey.
Finally, I thank you, our shareholders, for your continued support while we embark on our
exploration strategy over the next 12 months and the exciting potential our suite of projects offer
to the future growth of the company.
Andrew Radonjic
Non-Executive Chairman
Codrus Minerals Limited | 2
Directors’ Report
For the year ended 30 June 2021
The Directors present their report, together with the financial statements, on the consolidated
entity (referred to hereafter as the 'Group') consisting of Codrus Minerals Limited (formerly
known as Black Eagle (WA) Pty Ltd) (referred to hereafter as the 'Company' or 'Parent Entity',
or ‘Codrus’) and the entities it controlled at the end of, or during, the year ended 30 June
2021.
Directors
1.
The following persons were Directors of Codrus Minerals Limited during the whole of the
financial year and up to the date of this report, unless otherwise stated:
Mr Andrew Radonjic (Appointed 1 August 2017)
Mr Shannan Bamforth (Appointed 29 March 2021)
Mr Jamie Byrde
Dr Stuart Owen (Appointed 1 January 2021; Resigned 29 March 2021)
(Appointed 1 January 2021)
Principal Activities
2.
The principal activity of the Group during the year was mineral exploration. There were no
significant changes in the nature of the Group’s principal activities during the year.
Group Financial Overview
3.
Profit and Loss
The loss attributable to owners of the Group after providing for income tax amounted to
$6,439,547 (2020: $533,246).
Financial Position
The Group had $7,440,779 in cash and cash equivalents as at 30 June 2021 (2020: $Nil).
Dividends Paid or Recommended
4.
The Directors do not recommend the payment of a dividend and no amount has been paid
or declared by way of a dividend to the date of this report.
Business Strategies & Prospects for the Forthcoming Year
5.
Codrus Minerals Limited is focused upon the exploration and development of mineral
resources within its current portfolio of projects including the Gold and Nickel Projects in
Western Australia and Gold Project in Oregon USA.
The Silver Swan South Project, Red Gate Project and Middle Creek Projects are located in
Western Australia, and all are located within well-endowed mineral fields, and within a short
distance of significant operating assets. The Bull Run Project in eastern Oregon is within an
historic goldfield that has produced from small high-grade mines for over a century with scant
modern exploration.
The Company has commenced operations with its maiden drilling program on the Silver
Swan South Project which will be followed by a drilling program at its Red Gate Project. The
company will further deploy industry leading exploration technology to the targets it has on
the Silver Swan South and Red Gate Projects, whilst commencing fieldwork on the early-
stage Middle Creek project. At the Bull Run Project in Oregon, the Company will commence
with an IP survey that will underpin targeting for future drilling.
Material business risks that may impact the results of future operations include further
exploration results, future commodity prices, tenure of exploration and prospecting licences,
tenement access and funding.
Codrus Minerals Limited | 3
Directors’ Report
For the year ended 30 June 2021
6.
The following significant changes in the state of affairs occurred during the financial year:
Significant Changes in the State of Affairs
• On 5 May 2021 the company issued a Prospectus for the Initial Public Offer, offering
up to 40,000,000 fully paid ordinary shares at an issue price of $0.20 per share to
raise up to $8,000,000, which had been successfully completed.
•
• On 23 June 2021, the Company successfully listed on the Australian Securities
Exchange (ASX) Limited issuing 40,000,000 fully paid ordinary shares at an issue
price of $0.20 per share to raise up to $8,000,000.
In addition, the company issued 6,000,000 options to Directors with an exercise price
of $0.30 escrowed for 24 months. Expiry date 17 June 2024.
In addition, the company issued 6,000,000 options to Brokers with an exercise price
of $0.30 escrowed for 24 months. Expiry date 17 June 2023.
•
• A further 5,000,000 performance rights were issued to Shannan Bamforth consisting
of 1,500,000 Class A Performance Rights, 2,000,000 Class B Performance Rights
and 1,500,000 Class C Performance Rights convertible into shares, subject to
relevant milestones being achieved. The performance rights are escrowed for 24
months. Expiry date 17 July 2026.
35,000,000 ordinary shares were issued, at a deemed issue price of $0.20 per share,
to Blackstone Minerals Limited under
the Deed of
Acknowledgement for the transfer of its assets to Codrus.
the Prospectus and
•
7.
Review of Operations
WESTERN AUSTRALIAN PROJECTS
The Company has three (3) projects in Western Australia. The Silver Swan South and Red
Gate projects are located in the Kalgoorlie region and the Middle Creek Project is located
near Nullagine in the Pilbara (see Figure 1).
Figure 1 | Silver Swan South, Red Gate and Middle Creek project locations in Western Australia.
Codrus Minerals Limited | 4
Directors’ Report
For the year ended 30 June 2021
7.
Review of Operations (continued)
SILVER SWAN SOUTH PROJECT
The Silver Swan South Project (100% interest) is a gold and nickel project located
approximately 40km north-east of Kalgoorlie that is comprised of seven (7) granted
tenements covering a total area of 45.2km2.
The Silver Swan South Project lies approximately 10km north-east of the Kanowna Belle
Gold Mine, operated by Northern Star Resources Limited (see Figure 1), and lies along the
structural trend of the Fitzroy Fault (the primary control on mineralisation at Kanowna Belle).
The project has had historic exploration by numerous previous tenement holders, including
Blackstone Minerals (ASX: BSX). Historic work that supports gold and nickel exploration
targeting at the project includes rotary air blast (RAB), air-core (AC) and Reverse Circulation
(RC) drilling and several airborne and ground geophysical surveys. Codrus Minerals
completed no activity during the reporting period.
A significant portion of the historical work is interpreted to have not effectively tested the
geological opportunity due to not penetrating into bedrock as a result of the presence of thick
surficial cover.
Figure 2 | Silver Swan South Project location
Codrus Minerals Limited | 5
Directors’ Report
For the year ended 30 June 2021
7.
Review of Operations (continued)
The Company’s initial drilling at Silver Swan South will be at Black Eagle, where historic
drilling has intersected encouraging gold mineralisation including SNAC070: 10m at 3.2g/t
Au from 68m at the interpreted base of transported cover and into weathered bedrock.
Adjacent to this is a geophysical anomaly derived from Moving Loop Electromagnetic
Surveys (MLEM) which corresponds very closely with the inferred position and dip direction
of the north-south striking komatiite unit that could host nickel sulfide mineralisation. The
current diamond drilling program will be used to explore these areas and to develop further
understanding of the concealed basement stratigraphy and structural setting (see Figure 2).
At Black Hawk, there are recent bottom-of-hole intercepts that will be further evaluated to
test gold anomalism (SNAC027: 7m at 1.3g/t Au) in felsic stratigraphy adjacent to the
interpreted trend of the Fitzroy Shear Zone. Diamond drilling here will supply greater detail
to inform the current geological understanding.
At Black Falcon, the presence of elevated nickel in the in-situ clay zone (SNAC019: 24m at
0.6% Ni, 115ppm Cu and 468ppm As) will be investigated with drilling and follow up Down-
Hole Electromagnetic (DHEM) surveying to test for off-hole conductors.
The recently commenced diamond program will comprise ~1,600m of drilling in the initial
phase of exploration to test these targets.
RED GATE PROJECT
The Red Gate Project (100% interest) is a gold project located approximately 140km north
of Kalgoorlie and comprises one granted Exploration Licence covering a total area of
145.2km2 (see Figure 3).
The project has had historic exploration by both Blackstone Minerals (ASX: BSX) and
previous tenement holders. Historic work predominantly focused on the Porphyry North
prospect – including RAB, AC and RC drilling targeting gold. On a more regional note, there
have been numerous airborne and ground geophysical surveys.
The mineralisation encountered in this historical work shows a strong relationship between
the alteration, pyrite and gold. A Gradient Array Induced Polarisation (GAIP) survey was
completed by previous owners (Sons of Gwalia) and showed a positive correlation between
chargeability and mineralisation.
Codrus Minerals Limited | 6
Directors’ Report
For the year ended 30 June 2021
7.
Review of Operations (continued)
Figure 3 | The Red Gate Project Tenements and prospects on interpreted geology
Blackstone Minerals (ASX:BSX) completed a further 2.5d pole-dipole IP (2.5dIP) survey
based on the success of the historic GAIP surveys. Three chargeable bodies of interest were
identified in the survey, namely:
• PN1 - a shallow, moderately chargeable body coincident with the known and well-
drilled Porphyry North gold mineralisation;
• PN2 - a moderately chargeable, resistive body partly coincident with the
reconnaissance drilled Porphyry West prospect; and
• PN3 - a deep, broad moderately chargeable, resistive body at a depth of 300–400m
to the south-west and possibly loosely connected with Porphyry West. This anomaly
is poorly constrained (Cooper, 2020) and now referred to as the Conto Springs target.
These anomalies are all targeted for follow-up RC drilling with 4,000m of drilling planned to
commence late in the December 2021 Quarter.
MIDDLE CREEK PROJECT
The Middle Creek Project (95% to 100% interest) is a gold project located approximately
185km north of Newman and 10km east of the small township of Nullagine in the East Pilbara
Region (see Figure 4). The project comprises 21 granted licences covering a total area of
37.4km2.
Codrus Minerals Limited | 7
Directors’ Report
For the year ended 30 June 2021
7.
Review of Operations (continued)
Figure 4 | The Middle Creek Project Tenements and prospects on interpreted geology
There has been little historic exploration in the tenement holding at the Middle Creek Project,
with work completed including surface geochemistry, geophysical surveys and prospecting.
The regional geological interpretation is well understood, and the lack of exploration
completed on the tenements to date provides an exceptional opportunity in an area of
significant historical gold production.
Initial work on the project in the September 2021 Quarter will include a project-wide review
of the geochemical sampling and planning for further geochemical surveys, geological
mapping, and geophysical surveys. A program of surface trenching is also being planned.
It is envisaged that the targets generated from this work (given the current geochemical
anomalies identified) will require follow-up RC drilling.
AMERICAN PROJECT
Bull Run Project (Oregon, USA)
The Bull Run Project is located in Baker County, eastern Oregon, USA, approximately 5
miles south of the town of Unity, and has been intermittently mined for vein gold since around
1929 (see Figure 5). Codrus has an option over the 11 lode mining claims held by Young and
Mount View Farms. Additionally, the Company has a 100% interest in an additional 79 lode
mining claims surrounding the Young and Mt View Farms claims in the option area.
Codrus Minerals Limited | 8
Directors’ Report
For the year ended 30 June 2021
7.
Review of Operations (continued)
Figure 5 | Location of the Bull Run Project in Oregon USA
The Bull Run Project hosts gold and base metal mineralisation in north-east trending en-
echelon veins, stockwork-type vein filling and disseminations between major veins within
older equigranular biotite-quartz diorite and later felsic porphyritic intrusions (see Figure 5).
Low-grade mineralisation is also observed within the serpentinite.
Figure 6 | The Bull Run Project Tenements and prospects on interpreted geology
Codrus Minerals Limited | 9
Directors’ Report
For the year ended 30 June 2021
7.
Review of Operations (continued)
Historical work programs initially had drilling targeting high-grade vein hosted mineralisation,
and later evaluating potential larger bulk tonnage options. Blackstone Minerals (ASX: BSX)
completed soil geochemistry sampling over the claims resulting in the identification of two
gold-in-soil trends (see Figure 6):
• The North Trend, approximately parallel to the serpentinite-Bull Run granodiorite
contact and the dominant dyke strike through the Bull Run Project area; and
• The NE to NNE Trend, parallel to the dominant vein set within the Bull Run
granodiorite, highlighting in particular the Whited, Payton and Sunrise veins.
Fieldwork conducted by previous explorers and by Blackstone Minerals (ASX: BSX) has
identified the presence of disseminated pyrite and chalcopyrite mineralisation which may be
amenable to pole – dipole IP surveying to define drill targets.
Planning for the completion of pole – dipole IP surveying, and associated contractual
arrangements will be completed in the October 2021 with surveying planned to commence
shortly after.
8. Matters Subsequent to the End of the Financial Year
• On 23 July 2021, the Company announced the issue of 2,600,000 Performance
Rights under the Company’s Employee Securities Incentive Plan to employees. In
addition, the Company agreed to Issue 4,500,000 options to consultants, subject to
shareholder approval.
Apart from the above, no other matter or circumstance has arisen since 30 June 2021 that
has significantly affected, or may significantly affect the Group's operations, the results of
those operations, or the Group's state of affairs in future financial years.
9.
Likely Developments and Expected Results of Operations
Information on likely developments in the operations of the Group and the expected results
of operations have not been included in this report because the directors believe it would
be likely to result in unreasonable prejudice to the Group.
10.
Information on Directors and Company Secretaries
Mr Andrew
Radonjic
Qualifications
Experience
Non-Executive Chairman (Appointed 1 August 2017)
BAppSc (Mining Geology), MSc (Mineral Economics), MAusIMM
Mr Radonjic is a geologist and mineral economist with over 30 years
of experience in mining and exploration, with a specific focus on gold
and nickel in the Eastern Goldfields of Western Australia. Mr Radonjic
began his career at the Agnew Nickel Mine before spending over 17
years in the Paddington, Mount Pleasant and Lady Bountiful
Extended gold operations north of Kalgoorlie, where he has fulfilled
a variety of senior roles which gave rise to three gold discoveries,
totalling in excess of 3 million ounces in resources and in the
development of over 1 million ounces.
Interest in
Securities
Fully Paid Ordinary Shares
Unlisted Options
250,000
2,000,000
Codrus Minerals Limited | 10
Directors’ Report
For the year ended 30 June 2021
10.
Information on Directors and Company Secretaries (continued)
Other
Directorships
Venture Minerals Limited (since 12 May 2006)
Fin Resources Limited (since 14 May 2018)
Blackstone Minerals Limited (since 30 August 2016)
Mr Shannan
Bamforth
Qualifications
Experience
Managing Director – appointed 29 March 2021
BSc (Geology)
Mr Bamforth is a geologist with over 20 years’ experience in the
resources industry with a focus on base metals and gold. He has
worked in exploration, operations and corporate roles in Australia,
Africa, China and Indonesia. Prior to joining Codrus Minerals
Limited, Mr Bamforth held various senior positions with a variety of
companies including Sandfire Resources Limited, Regent Pacific
Group, St Barbara Mines, AngloGold Ashanti, and Acacia
Resources. He is a member of The Australian Institute of Mining
and Metallurgy.
Interest in Securities
Fully Paid Ordinary Shares
Unlisted Options
Performance Rights
250,000
2,000,000
5,000,000
Other Directorships
Nil.
Mr Jamie Byrde
Qualifications
Experience
Non-Executive Director – appointed 1 January 2021
BComm, CA
Mr Byrde is a Chartered Accountant with over 16 years’ experience
in corporate advisory, public and private company management
since commencing his career with Big four and mid-tier Chartered
Accounting Firms positions. Mr Byrde specialises in Financial
Management, ASX and ASIC compliance and Corporate
Governance of mineral and resource focused public companies. Mr
Byrde is also currently Company Secretary for Blackstone Minerals
Limited and Venture Minerals Limited.
Interest in Securities
Fully Paid Ordinary Shares
Unlisted Options
100,000
2,000,000
Other Directorships
Nil.
Company Secretary
Mr Jamie Byrde was appointed as the Company Secretary on 1 August 2017.
Codrus Minerals Limited | 11
Directors’ Report
For the year ended 30 June 2021
11. Remuneration Report (audited)
The Directors of Codrus Minerals Limited are pleased to present your Company’s 2021
remuneration report which sets out remuneration information for the Non-Executive
Directors, Executive Directors and other key management personnel (“KMP”).
The following sections are included with this report:
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
Directors and key management personnel disclosed in this report
Remuneration governance
Use of remuneration consultants
Executive remuneration policy and framework
Group Performance, Shareholder Wealth and Executive Remuneration
Non-Executive Director remuneration policy
2020 Annual General Meeting
Details of remuneration
Details of share-based payments and bonuses
Service Agreements
Equity instruments held by key management personnel
Loans to key management personnel
Other transactions with key management personnel
A. Directors and key management personnel disclosed in this report
Non-Executive Directors
Mr A Radonjic
Mr J Byrde
Mr S Owen
Executive Director
Mr S Bamforth
Non-Executive Chairman (Appointed 1 August
2017)
Non-Executive Director (Appointed 1 January 2021
& Company Secretary (Appointed 1 August 2017)
Non-Executive Director (Appointed 1 January
2021; Resigned 29 March 2021)
Managing Director (Appointed 29 March 2021)
All of the key management personnel held their positions during the year ended
30 June 2021 and up to the date of this report unless otherwise disclosed.
B. Remuneration governance
The Company has established a Remuneration Committee under a formal
charter. The Remuneration Committee comprises of three Directors.
The Remuneration Committee is responsible for reviewing and recommending
the remuneration arrangements for the Executive and Non-Executive Directors
and KMP each year in accordance with the Company’s remuneration policy
approved by the Board. This includes an annual remuneration review and
performance appraisal for the Executive Directors and other executives,
including their base salary, short-term incentives (“STI”) and long-term
incentives (“LTI”), bonuses, superannuation, termination payments and service
contracts.
Further information relating to the role of the Remuneration Committee can be
found within the Corporate Governance Report on the Company’s website,
refer to
https://codrusminerals.com.au/corporate-governance/
Codrus Minerals Limited | 12
Directors’ Report
For the year ended 30 June 2021
11.
Remuneration Report (audited) (continued)
C.
D.
Use of remuneration consultants
The Company has not engaged or contracted remuneration consultants during
the financial year.
Executive remuneration policy and framework
The remuneration policy of Codrus has been designed to align executives’
objectives with shareholder and business objectives by providing both fixed and
discretionary remuneration components which are assessed on an annual basis
in line with market rates. By providing components of remuneration that are
indirectly linked to share price appreciation (in the form of options), executive,
business and shareholder objectives are indirectly aligned. The Board of
Codrus believes the remuneration policy to be appropriate and effective in its
ability to attract and retain the best directors to run and manage the Company,
as well as create goal congruence between Directors and Shareholders.
In determining competitive remuneration rates, the Board reviews local and
international trends among comparative companies and industry generally. It
examines terms and conditions for employee incentive schemes, benefit plans
and share plans. Independent data is sourced to ensure that the company’s
remuneration levels fall within the 50th to 75th percentile of companies in a
similar industry group and with a similar market capitalisation. These ongoing
reviews are performed to confirm that executive remuneration is in line with
market practice and is reasonable in the context of Australian executive reward
practices.
The Board also ensures that the mix of executive compensation between fixed,
variable, long-term, short-term and cash versus equity is appropriate. The
Company endeavours to reduce cash expenditure by providing a greater
proportion of compensation in the form of equity instruments. This allows cash-
flows to be directed towards exploration programs with a view to improving the
quality of our projects.
E. Group Performance, Shareholder Wealth and Executive Remuneration
The remuneration policy has been tailored to increase goal congruence between
shareholders directors and executives. This has been achieved by the issue of
performance rights to directors, executives and other key management
personnel, at the discretion of the Board of Directors. The performance rights
are issued under the Employee Incentive Scheme and based on a mixture of
short, medium and long-term incentive rights. This structure rewards executives
for both short-term and long-term shareholder wealth development.
F. Non-executive Director remuneration policy
The Board policy is to remunerate Non-Executive Directors at market rates for
comparable companies for time, commitment and responsibilities. Fees for Non-
Executive Directors are not linked to the performance of the group.
In determining competitive remuneration rates, the Board reviews local and
international trends among comparative companies and industry generally.
Codrus Minerals Limited | 13
Directors’ Report
For the year ended 30 June 2021
11.
Remuneration Report (audited) (continued)
F. Non-executive Director remuneration policy (continued)
Typically, Codrus will compare Non-Executive Remuneration to companies with
similar market capitalisations in the exploration and resource development
business group. These ongoing reviews are performed to confirm that non-
executive remuneration is in line with market practice and is reasonable in the
context of Australian executive reward practices.
Further to ongoing reviews, the maximum aggregate amount of fees that can be
paid to non-executive directors is $500,000. There are no planned changes to this
limit requiring approval by shareholders at the Annual General Meeting.
G. 2020 Annual General Meeting
The Company listed on the Australian Securities exchange on 23 June 2021 and
therefore did not hold an AGM for the 2020 financial year.
H. Details of Remuneration
Details of the remuneration of the Directors and key management personnel of
the group of Codrus are set out in the following table for the year ending 30 June
2021. There have been no changes to the below named key management
personnel since the end of the reporting year unless otherwise noted.
Short Term
Benefits
Incentives
Consultin
g Fees
Other
Amounts
Super-
annuatio
n
Non-Cash
Long Term
Incentives
E
Total
$
-
-
-
-
-
$
-
-
-
-
-
$
$
$
$
5,950
5,950
-
146
219
-
178,032
178,032
-
185,666
186,509
-
5,950
5,985
215,018
289,953
17,850
6,350
571,082
662,128
Mr Radonjic was appointed on 1 August 2017
Mr Byrde was appointed on 1 January 2021.
Mr Owen was appointed 1 January 2021 and resigned on 29 March 2021. He was not paid in his capacity as a director during
this time.
Mr Bamforth was appointed on 29 March 2021.
The fair value of the options is calculated at the date of grant using a Black-Scholes model and fair value of performance rights
was calculated at the date of grant using market values and rate of probabilities of vesting conditions. Refer to Note 22 for
further details of options issued during the June 2021 financial year.
Cash
Salary
& Fees
$
2021
Non-Executive Directors
Mr A RadonjicA
Mr J ByrdeB
Mr S OwenC
1,538
2,308
-
Executive Directors
Mr S BamforthD
63,000
66,846
Total
Remuneration
A
B
C
D
E
Codrus Minerals Limited | 14
Directors’ Report
For the year ended 30 June 2021
11.
Remuneration Report (audited) (continued)
H. Details of Remuneration (continued)
Short Term
Benefits
Cash
Salary &
Fees
$
2020
Non-Executive Directors
Mr A RadonjicA
Total
Remuneration
-
-
Incentives
Consulting
Fees
Other
Amounts
Super-
annuation
$
-
-
$
-
-
$
-
-
$
-
-
Non-Cash
Long Term
Incentives
$
-
-
Total
$
-
-
A
Mr Radonjic was appointed on 1 August 2017
I.
Details of Share Based Payments and Bonuses
There were no bonuses or compensation shares issued or paid during the year (2020: Nil).
Options are issued to directors, executives and other key management personnel of
Codrus as part of their remuneration. The options are issued based on performance
criteria set by the Board to increase goal congruence between executives, directors, other
key management personnel and shareholders.
Further details of options issued to Directors and key management personnel are as
follows:
Options Granted as
Part of
RemunerationE
Granted No.
$
Total
Remuneration
Represented by
OptionsE
Exercised
No.
Other
changes
No.
Lapsed
No.
2021
Non-Executive Directors
Mr A RadonjicA
Mr J ByrdeB
Mr S OwenC
2,000,000
2,000,000
-
178,032
178,032
-
95.9%%
95.5%
-
Executive Director
Mr S BamforthD
2,000,000
178,032
61.4%
2020
Non-Executive Directors
Mr A RadonjicA
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A
B
C
D
Mr Radonjic was appointed on 1 August 2017
Mr Byrde was appointed on 1 January 2021.
Mr Owen was appointed 1 January 2021 and resigned on 29 March 2021. He was not paid in his capacity as a director
during this time
Mr Bamforth was appointed on 29 March 2021
Codrus Minerals Limited | 15
Directors’ Report
For the year ended 30 June 2021
11.
Remuneration Report (audited) (continued)
I.
Details of Share Based Payments and Bonuses (continued)
Further details of performance rights issued to Directors and key management
personnel are as follows:
Total
Remuneration
Represented
Performance
RightsE
Exercised
No.
Other
changes
No.
Lapsed
No.
Granted No.
Performance
Rights Granted as
Part of
RemunerationE
2021
Non-Executive Directors
Mr A RadonjicA
Mr J ByrdeB
Mr S OwenC
Executive Director
-
-
-
$
-
-
-
Mr S BamforthD
5,000,000E
36,986E
12.8%
2020
Non-Executive Directors
Mr A RadonjicA
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A
B
C
D
E
Mr Radonjic was appointed on 1 August 2017
Mr Byrde was appointed on 1 January 2021.
Mr Owen was appointed 1 January 2021 and resigned on 29 March 2021. He was not paid in his capacity as a director during
this time
Mr Bamforth was appointed on 29 March 2021
Consists of 5,000,000 performance rights issued to Mr Bamforth in 3 Tranches. During the year-ended 30 June 2021, $36,986
were recognised in relation to performance rights issued to Mr Bamforth. Refer to Note 13 for details on the terms of the
performance rights issued.
J.
Service Agreements
Name
Mr S Bamforth
Managing Director
Term of
Agreement
Base salaryA
(per Agreement)
Termination benefit
No fixed term
$260,000 plus
superannuation
3 months base salary payable on
termination
Mr A Radonjic
Non-Executive Director
No fixed term
Mr J Byrde
Non-Executive Director
No fixed term
Company Secretary
No fixed term
$40,000 plus
superannuation
$40,000 plus
superannuation
$20,000 plus
superannuation
No termination benefits
No termination benefits
3 months base salary payable on
termination
Codrus Minerals Limited | 16
Directors’ Report
For the year ended 30 June 2021
11. Remuneration Report (audited) (continued)
K. Equity instruments held by key management personnel
The tables below show the number of:
(i)
(ii)
options and performance rights over ordinary shares in the Company, and
shares held in the Company that were held during the year by key
management personnel of the group, including their close family members
and entities related to them.
There were no shares granted during the reporting year as compensation.
(iii)
Option holdings
Balance at
start of the
year or on
appointment
Granted as
remuneration
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
30 June 2021
Directors of Codrus Minerals Limited
Mr A RadonjicA
-
Mr J ByrdeB
-
Mr S OwenC
-
Mr S BamforthD
-
30 June 2020
Directors of Codrus Minerals Limited
Mr A RadonjicA
-
2,000,000
2,000,000
-
2,000,000
-
-
-
-
- 2,000,000
- 2,000,000
-
-
2,000,000
-
-
-
-
-
-
-
-
-
-
A
B
C
D
Mr Radonjic was appointed on 1 August 2017
Mr Byrde was appointed on 1 January 2021.
Mr Owen was appointed 1 January 2021 and resigned on 29 March 2021
Mr Bamforth was appointed on 29 March 2021
(iv) Performance Rights
Balance at
start of the
year or on
appointment
Granted as
remuneration
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
30 June 2021
Directors of Codrus Minerals Limited
Mr A RadonjicA
Mr J ByrdeB
Mr S OwenC
Mr S BamforthD
-
-
-
-
-
-
-
5,000,000
30 June 2020
Directors of Codrus Minerals Limited
Mr A RadonjicA
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,000,000
-
-
-
-
-
-
A
B
C
D
Mr Radonjic was appointed on 1 August 2017
Mr Byrde was appointed on 1 January 2021.
Mr Owen was appointed 1 January 2021 and resigned on 29 March 2021
Mr Bamforth was appointed on 29 March 2021
Codrus Minerals Limited | 17
Directors’ Report
For the year ended 30 June 2021
11.
Remuneration Report (audited) (continued)
K. Equity instruments held by key management personnel (continued)
(v)
Share holdings
The number of shares in the Company held during the financial year by each Director of
Codrus and other key management personnel of the group, including their personally
related parties, are set out below. There were no shares granted during the year as
compensation.
Balance
at the start of the
year or on
appointment
Received on
exercise of
options and
performance
shares
Other changes
Balance at
the end of the
year
30 June 2021
Directors of Codrus Minerals Limited
Mr A RadonjicA
Mr J ByrdeB
Mr S OwenC
Mr S BamforthD
30 June 2020
Directors of Codrus Minerals Limited
Mr A RadonjicA
Mr J ByrdeB
Mr S OwenC
Mr S BamforthD
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
250,000
100,000
-
250,000
250,000
100,000
-
250,000
-
-
-
-
-
-
-
-
A
B
C
D
E
Mr Radonjic was appointed on 1 August 2017
Mr Byrde was appointed on 1 January 2021.
Mr Owen was appointed 1 January 2021 and resigned on 29 March 2021
Mr Bamforth was appointed on 29 March 2021
Shares issued through participation in the initial public offering
L. Loans to key management personnel
There were no loans made to Directors and other key management personnel of the
group, including their close family members.
M. Other transactions with key management personnel
Mr Radonjic is a Director of Blackstone Minerals Limited which shares office and
administration service costs on normal commercial terms and conditions.
Aggregate amounts of each of the above types of other transactions with key
management personnel of Codrus:
(i)
(ii)
Recharges to KMP related entities
Recharge of rent and shared office costs
Loan forgiveness by Blackstone Minerals Limited
Purchases from KMP related entities
Shared office costs and other supplier services on
arms’ length terms:
Recharges from Blackstone Minerals Limited
End of remuneration report
2021
$
2020
$
2,116,018
160,359
-
-
Codrus Minerals Limited | 18
Directors’ Report
For the year ended 30 June 2021
12. Shares under Option
Unissued ordinary shares of Codrus Minerals Limited under option at the date of this report are
as follows:
Date options granted
Expiry Date
Exercise Price
Number under Option
17 June 2021
17 June 2021
17 June 2024
17 June 2023
$0.30
$0.30
6,000,000
6,000,000
Date rights granted
Expiry Date
Exercise Price
Number under Rights
17 June 2021
17 June 2026
N/A
6,000,000
No option or rights holder has any right under the options to participate in any other share issue
of the Company or any other entity.
13.
Insurance of Officers
During the financial year, Codrus paid a premium of $17,850 (2020: $Nil) to insure the Directors
and Secretary of the Company and its controlled entities.
The liabilities insured are legal costs that may be incurred in defending civil or criminal
proceedings that may be brought against the officers in their capacity as officers of entities in
the group, and any other payments arising from liabilities incurred by the officers in connection
with such proceedings.
This does not include such liabilities that arise from conduct involving a wilful breach of duty by
the officers or the improper use by the officers of their position or of information to gain advantage
for themselves or someone else or to cause detriment to the Company. It is not possible to
apportion the premium between amounts relating to the insurance against legal costs and those
relating to other liabilities.
14. Meetings of Directors
The number of Directors’ meetings (including committees) held during the year that each Director
who held office during the financial year were eligible to attend and the number of meetings
attended by each Director are:
Director
Mr A Radonjic
Mr J Byrde
Mr S Bamforth
Mr S OwenA
Full meetings of Directors
Remuneration Committee
meetings
Number Eligible to
Attend
Meetings
Attended1
Number Eligible
to Attend
Meetings
Attended
1
1
1
-
1
1
1
-
-
-
-
-
-
-
-
-
1
A
Only one (1) meeting was held since listing date of 23 June 2021.
Mr Owen was appointed 1 January 2021 and resigned on 29 March 2021.
The Company does not have a formally constituted audit committee as the Board considers that
the Company’s size and type of operation do not warrant such a committee as all members of the
Board are involved in audit agenda items and discussions thereon.
Codrus Minerals Limited | 19
Directors’ Report
For the year ended 30 June 2021
15. Environmental Regulation
The Group’s activities are subject to the relevant environmental protection legislation
(Commonwealth and State) in relation to its exploration activities. The group believes that sound
environmental practice is not only a management obligation but the responsibility of every
employee and contractor.
No fines were imposed and no prosecutions were instituted by a regulatory body during the year
in relation to Environmental Regulations.
16. Proceedings on behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or
intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or any part of these proceedings. The Company
was not a party to any such proceedings during the year.
17. Auditor’s Independence Declaration & Non-Assurance Services
The lead auditor’s independence declaration for the year ended 30 June 2021 has been received
and can be found on page 21 of the Directors’ report.
There was no engagement of non-audit services provided to the Company during or since the
end of the financial year.
The Auditor’s audit remuneration is disclosed in Note 5.
Signed in accordance with a resolution of the Board of Directors.
Shannan Bamforth
Managing Director
Perth, Western Australia, 27 September 2021
Competent Persons Statement
The information in this report that relates to Exploration Results and Exploration Targets is based on information compiled by Mr Shannan Bamforth who
is a Member of the Australasian Institute of Mining and Metallurgy. Mr Bamforth is a permanent employee of Codrus Minerals and has sufficient experience
that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as Competent
Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Bamforth
consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
No New Information or Data
This annual report contains references to Exploration Results and Exploration Targets, all of which have been cross referenced to previous market
announcements made by the Company. The Company confirms that it is not aware of any new information or data that materially effects the information
in the said announcement. In the case of estimates of Mineral Resources all assumptions and technical parameters underpinning the estimates have not
materially changed.
Codrus Minerals Limited | 20
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
27 September 2021
The Directors
Codrus Minerals Limited
Level 3, 24 Outram Street
West Perth, WA 6005
Dear Directors
RE: CODRUS MINERALS LIMITED
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Codrus Minerals Limited.
As the Audit Director for the audit of the financial statements of Codrus Minerals Limited for the year ended
30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Authorised Audit Company)
Martin Michalik
Director
Liability limited by a scheme approved under Professional Standards Legislation.
Stantons Is a member of the Russell
Bedford International network of firms
Financial Statements
Contents
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent auditor's report to the members of Codrus Minerals Limited
23
24
25
26
27
50
51
General information
The financial statements cover Codrus Minerals Limited as a consolidated entity consisting of
Codrus Minerals Limited and the entities it controlled at the end of, or during, the year. The
financial statements are presented in Australian dollars, which is Codrus Minerals Limited's
functional and presentation currency.
Codrus Minerals Limited is a listed public company limited by shares, incorporated and domiciled
in Australia. Its registered office and principal place of business are:
Registered office
Principal place of business
Suite 3, Level 3,
24 Outram Street,
West Perth 6005
Suite 3, Level 3,
24 Outram Street,
West Perth 6005
A description of the nature of the Group's operations and its principal activities are included in
the directors' report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors,
on 27 September 2021. The directors have the power to amend and reissue the financial
statements.
Codrus Minerals Limited | 22
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2021
Revenue from continuing operations
Other income
Administrative costs
Consultancy expenses
Employee benefits expense
Share based payment expenses
Compliance and regulatory expenses
Insurance expenses
Exploration expenditure
Depreciation expense
Finance and Interest Costs
Mineral Rights Acquired
Debt Forgiven
Profit/(Loss) before income tax
Income tax (expense)/benefit
Consolidated
Notes
30 June 2021
$
30 June 2020
$
3
3
4
4
4
13, 22
4
9
9
10
6
-
-
(24,289)
(55,398)
(79,355)
(983,101)
(18,057)
(2,502)
(392,863)
-
-
(7,000,000)
2,116,018
(6,439,547)
-
-
-
-
-
-
(20,000)
-
(513,246)
-
-
-
(533,246)
-
-
Profit/(Loss) for the year attributable to owners
(6,439,547)
(533,246)
Other comprehensive income:
Items that may be reclassified to profit or loss
Effect of changes in foreign exchange rates on
translation of foreign operations
Total - Items that may be reclassified to profit or loss
Items that will not be classified to profit or loss
-
-
-
-
-
-
Total comprehensive Profit/(Loss) attributable to
owners
(6,439,547)
(533,246)
Earnings per share for Profit/(Loss) attributable to the
owners
Basic and Diluted profit/(loss) per share (cents per
share)
16
(232.7)
(N/A)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying
notes.
Note: For the 30 June 2020 Financial Year, all expenditure was paid directly by the parent company of Codrus Minerals Limited,
Blackstone Minerals Limited (ASX: BSX), with 4 ordinary shares on issue, being shares issued on incorporation of Codrus Minerals
Limited (Previously known as Black Eagle WA Pty Ltd). Therefore no earnings per share has been calculated for the 30 June 2020
financial year.
Codrus Minerals Limited | 23
Consolidated Statement of Financial Position
As at 30 June 2021
Notes
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Exploration and evaluation expenditure
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
Non-Current Liabilities
Trade and other liabilities
Total Liabilities
Net Assets/(Liabilities)
Equity
Issued capital
Reserves
Accumulated losses
Total Equity/(Deficiency)
7
8
9
10
11
10
12
14
Consolidated
2021
$
2020
$
7,440,779
88,934
7,529,713
-
-
7,529,713
-
-
-
-
-
-
271,950
6,077
278,027
20,000
-
20,000
-
-
1,718,096
1,718,096
278,027
1,738,096
7,251,686
(1,738,096)
14,446,229
983,101
(8,177,644)
7,251,686
1
-
(1,738,097)
(1,738,096)
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Codrus Minerals Limited | 24
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2021
Issued
Capital
Accumulated
Losses
Foreign
Currency
Reserve
Option
Reserve
Total
$
$
$
$
Balance at 1 July 2019
Total comprehensive income for the year:
Loss after income tax expense for the year
Foreign Exchange Differences
Transactions with owners in their capacity
as owners:
Balance at 30 June 2020
Balance at 1 July 2020
Total comprehensive income for the year:
Loss after income tax expense for the year
Foreign Exchange Differences
$
1
-
-
-
1
1
-
-
-
Transactions with owners in their capacity
as owners:
Contributions of equity (net of transaction
costs)
Equity settled share based payment
transactions
Conversion of share based payments
14,446,228
-
-
(1,204,851)
(533,246)
-
(533,246)
(1,738,097)
(1,738,097)
(6,439,547)
-
(6,439,547)
-
-
-
Balance at 30 June 2021
14,446,229
(8,177,644)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,204,850)
(533,246)
-
(533,246)
(1,738,096)
(1,738,096)
(6,439,547)
-
(6,439,547)
14,446,228
983,101
983,101
-
-
983,101
7,251,686
The above consolidated statement of equity should be read in conjunction with the accompanying notes.
Codrus Minerals Limited | 25
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2021
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Other income
Payments for exploration and evaluation
Net cash (outflow) from operating activities
17
Cash Flows from Investing Activities
Purchase of Mineral Tenements and Prospects
Cash acquired on acquisition of subsidiary
Net cash (outflow) from investing activities
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity
securities
Share issue transaction costs
Net cash inflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the start of the year
Consolidated
Notes
30 June 2021
$
30 June 2020
$
(9,276)
-
-
-
(9,276)
-
-
-
8,000,000
(549,945)
7,450,055
7,440,779
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Cash and cash equivalents at the end of the year
7
7,440,779
Amounts relating to payments to suppliers and employees as set out above are inclusive of goods and services tax. The above
consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Note: For the 30 June 2020 Financial Year, all expenditure was paid directly by the parent company of Codrus Minerals Limited,
Blackstone Minerals Limited (ASX: BSX), and therefore no cashflow movement in Codrus Minerals Limited.
Codrus Minerals Limited | 26
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
1. Summary of Significant Accounting Policies
The principal accounting policies adopted in the preparation of the financial statements are
set out below. These policies have been consistently applied to all the years presented,
unless otherwise stated.
(a) Basis of Preparation
These general purpose financial statements have been prepared in accordance with
Australian Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These
financial statements also comply with
International Financial Reporting Standards as issued by the International Accounting
Standards Board ('IASB').
(i)
(ii)
(iii)
Compliance with IFRS
The consolidated financial statements of Codrus Minerals Limited also comply
with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB).
Historical cost convention
The financial statements have been prepared under the historical cost
convention, except for, where applicable, the revaluation of financial assets
and liabilities at fair value through profit or loss, financial assets at fair value
through other comprehensive income, investment properties, certain classes
of property, plant and equipment and derivative financial instruments.
Critical Accounting Estimates
The preparation of the financial statements requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement
in the process of applying the Group's accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements, are disclosed in note 2.
(b) Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all
subsidiaries of Codrus Minerals Limited, formerly Black Eagle (WA) Pty Ltd ('company'
or 'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year
then ended. Codrus Minerals Limited and its subsidiaries together are referred to in
these financial statements as the 'Group'.
(i)
Subsidiaries
Subsidiaries are all those entities over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group.
They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions
between entities in the Group are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.
Codrus Minerals Limited | 27
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
1.
Summary of Significant Accounting Policies (continued)
(b) Principles of Consolidation (continued)
The acquisition of subsidiaries is accounted for using the acquisition method
of accounting. A change in ownership interest, without the loss of control, is
accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the non-
controlling interest acquired is recognised directly in equity attributable to the
parent.
Non-controlling interest in the results and equity of subsidiaries are shown
separately in the statement of profit or loss and other comprehensive income,
statement of financial position and statement of changes in equity of the
Group. Losses incurred by the Group are attributed to the non-controlling
interest in full, even if that results in a deficit balance.
Where the Group loses control over a subsidiary, it derecognises the assets
including goodwill, liabilities and non-controlling interest in the subsidiary
together with any cumulative translation differences recognised in equity. The
Group recognises the fair value of the consideration received and the fair value
of any investment retained together with any gain or loss in profit or loss.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision maker. The chief operating decision maker,
who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the board of directors.
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the group’s entities are
measured using the currency of the primary economic environment in which the
entity operates (‘the functional currency’). The consolidated financial
statements are presented in Australian dollars, which is Codrus Minerals
Limited’s and its subsidiaries functional and presentation currency.
(ii)
Transactions and balances
Foreign currency transactions are translated into the functional currency using
the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation of monetary assets and liabilities denominated in
foreign currencies at period end exchange rates are generally recognised in
profit or loss. They are deferred in equity if they relate to qualifying cash flow
hedges, qualifying net investment hedges or are attributable to part of the net
investment in a foreign operation.
Translation differences on financial assets and liabilities carried at fair value are
reported as part of the fair value gain or loss. Translation differences on non-
monetary financial assets and liabilities such as equities held at fair value
through profit or loss are recognised in profit or loss as part of the fair value gain
or loss. Translation differences on non-monetary financial assets such as
equities classified as available for sale financial assets are included in the fair
value reserve in equity.
Codrus Minerals Limited | 28
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
1. Summary of Significant Accounting Policies (continued)
(d) Foreign currency translation (continued)
(iii) Group companies
The results and financial position of foreign operations that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
• Assets and liabilities for each balance sheet presented are translated
•
at the closing rate at the date of that balance sheet
Income and expenses for the statement of comprehensive income are
translated at average exchange rates, and
• All resulting exchange differences are recognised in other
comprehensive income.
(e) Revenue recognition
Revenue is recognised where performance obligations are satisfied being when
control upon good or services underlying the performance obligations is transferred
to the customer.
(i)
Interest income
Interest income is recognised as the interest accrues (using the effective
interest method, which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial instrument) to the net carrying
amount of the financial asset.
(ii) Other income
Revenue from other income, rendering goods and services is measured at the
fair value of consideration received or receivable for the sale of goods and
services in the ordinary course of the Group’s activities when control of the asset
is transferred to the customer or services rendered.
(f)
Income tax
The income tax expense or benefit for the period is the tax payable on the current
period’s taxable income based on the national income tax rate for each jurisdiction
adjusted by changes in deferred tax assets and liabilities attributable to temporary
differences between the tax bases of assets and liabilities and their carrying amounts
in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax
rates expected to apply when the assets are recovered or liabilities are settled, based
on those tax rates which are enacted or substantively enacted for each jurisdiction.
The relevant tax rates are applied to the cumulative amounts of deductible and taxable
temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset
or a liability.
No deferred tax asset or liability is recognised in relation to these temporary differences
if they arose in a transaction, other than a business combination, that at the time of the
transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused
tax losses only if it is probable that future taxable amounts will be available to utilise
those temporary differences and losses. Deferred tax assets and liabilities are offset
when there is a legally enforceable right to offset current tax assets and liabilities and
when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to
offset and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously.
Codrus Minerals Limited | 29
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
1. Summary of Significant Accounting Policies (continued)
(f)
Incomes taxes (continued)
Current and deferred tax balances attributable to amounts recognised directly in equity
are also recognised directly in equity.
(g)
Impairment of assets
At each reporting date, the Group assesses whether there is any indication that an
asset may be impaired. An impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is
the higher of an asset’s fair value less costs to sell and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows
from other assets or groups of assets (cash-generating units). Non-financial assets
other than goodwill that suffered impairment are reviewed for possible reversal of the
impairment at each reporting date or more frequently if events or changes in
circumstances indicate that they might be impaired.
(h) Cash and cash equivalents
For the purposes of presentation of the statement of cash flows, cash and cash
equivalents include cash on hand, deposits held at call with financial institutions, other
short-term, highly liquid investments with original maturities of three months or less
that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value, and bank overdrafts.
(i) Trade and other receivables
Trade and other receivables include amounts due from customers for goods and
services performed in the ordinary course of business. Receivables expected to be
collected within 12 months of the end of the reporting period are classified as current
assets. All other receivables are classified as non-current assets. Trade and other
receivables are initially recognised at fair value and subsequently measured at
amortised cost using the effective interest method, less any provision for impairment.
(j) Exploration and evaluation expenditure
The exploration and evaluation expenditure accounting policy is to expense acquired
minerals rights, tenement acquisition costs and exploration expenditure as incurred.
(k) Financial Instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a
party to the contractual provisions of the financial instrument. Financial instruments
(except for trade receivables) are measured initially at fair value adjusted by
transactions costs, except for those carried “at fair value through profit or loss”, in which
case transaction costs are expensed to profit or loss. Where available, quoted prices
in an active market are used to determine the fair value. In other circumstances,
valuation techniques are adopted. Subsequent measurement of financial assets and
financial liabilities are described below.
Codrus Minerals Limited | 30
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
1. Summary of Significant Accounting Policies (continued)
(k)
Financial Instruments (continued)
Trade receivables are initially measured at the transaction price if the receivables do
not contain a significant financing component in accordance with AASB 15.
Financial assets are derecognised when the contractual rights to the cash flows from
the financial asset expire, or when the financial asset and all substantial risks and
rewards are transferred. A financial liability is derecognised when it is extinguished,
discharged, cancelled or expires.
Classification and subsequent measurement
Financial assets
Except for those trade receivables that do not contain a significant financing component
and are measured at the transaction price in accordance with AASB 15, all financial
assets are initially measured at fair value adjusted for transaction costs (where
applicable).
For the purpose of subsequent measurement, financial assets other than those
designated and effective as hedging instruments, are classified into the following
categories upon initial recognition:
• amortised cost;
•
•
fair value through other comprehensive income (FVOCI); and
fair value through profit or loss (FVPL).
Classifications are determined by both:
• The contractual cash flow characteristics of the financial assets; and
• The entities business model for managing the financial asset.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following
conditions (and are not designated as FVPL):
•
•
they are held within a business model whose objective is to hold the
financial assets and collect its contractual cash flows; and
the contractual terms of the financial assets give rise to cash flows that
are solely payments of principal and interest on the principal amount
outstanding.
After initial recognition, these are measured at amortised cost using the effective
interest method. Discounting is omitted where the effect of discounting is immaterial.
The Group’s cash and cash equivalents, trade and most other receivables fall into this
category of financial instruments.
Financial assets at fair value through other comprehensive income (Equity
instruments)
The Group measures debt instruments at fair value through OCI if both of the following
conditions are met:
• The contractual terms of the financial asset give rise on specified dates
to cash flows that are solely payments of principal and interest on the
principal amount outstanding; and
• The financial asset is held within a business model with the objective of
both holding to collect contractual cash flows and selling the financial
asset.
Codrus Minerals Limited | 31
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
1. Summary of Significant Accounting Policies (continued)
(k) Financial Instruments (continued)
For debt instruments at fair value through OCI, interest income, foreign exchange
revaluation and impairment losses or reversals are recognised in the statement of profit
or loss and computed in the same manner as for financial assets measured at amortised
cost. The remaining fair value changes are recognised in OCI.
Upon initial recognition, the Group can elect to classify irrevocably its equity
investments as equity instruments designated at fair value through OCI when they meet
the definition of equity under AASB 132 Financial Instruments: Presentation and are not
held for trading.
Financial assets at fair value through profit or loss (FVPL)
Financial assets at fair value through profit or loss include financial assets held for
trading, financial assets designated upon initial recognition at fair value through profit
or loss, or financial assets mandatorily required to be measured at fair value. Financial
assets are classified as held for trading if they are acquired for the purpose of selling or
repurchasing in the near term.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings, payables, or as derivatives designated as
hedging instruments in an effective hedge, as appropriate.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted
for transaction costs unless the Group designated a financial liability at fair value
through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective
interest method except for derivatives and financial liabilities designated at FVPL, which
are carried subsequently at fair value with gains or losses recognised in profit or loss.
All interest-related charges and, if applicable, gains and losses arising on changes in
fair value are recognised in profit or loss.
Impairment
The Group assesses on a forward-looking basis the expected credit losses associated
with its debt instruments carried at amortised cost and FVOCI. The impairment
methodology applied depends on whether there has been a significant increase in credit
risk. For trade receivables, the Group applies the simplified approach permitted by
AASB 9 Financial Instruments, which requires expected lifetime losses to be recognised
from initial recognition of the receivables.
(l)
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior
to the end of the financial year and which are unpaid. Due to their short-term nature
they are measured at amortised cost and are not discounted.
Codrus Minerals Limited | 32
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
1. Summary of Significant Accounting Policies (continued)
(m) Employee benefits
(i)
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and annual
leave expected to be settled within 12 months of the reporting date are
recognised in respect of employee’s services up to the end of the reporting
period and are measured at the amounts expected to be paid when liabilities
are settled. The liability for annual leave is recognised in the provision for
employee benefits. All other short-term employee benefit obligations are
presented as other payables.
(ii) Other long-term employee benefit obligations
The liability for long service leave and annual leave, which is not expected to
be settled within 12 months after the end of the period in which the employees
render the related service, is recognised in the provision for employee benefits
and measured as the present value of expected future payments to be made
in respect of services provided by employees up to the reporting date using
the projected unit credit method. Consideration is given to expected future
wage and salary levels, experience of employee departures and periods of
service. Expected future payments are discounted using market yields at the
reporting date on national government bonds with terms to maturity and
currency that match, as closely as possible, the estimated future cash
outflows.
The obligations are presented as current liabilities in the balance sheet if the
entity does not have an unconditional right to defer settlement for at least
twelve months after the reporting date, regardless of when the actual
settlement is expected to occur.
(iii) Share-based payments
The company provides benefits to employees (including directors) of the group
in the form of share-based payment transactions, whereby employees render
services in exchange for shares or rights over shares (‘equity-settled
transactions’). There is currently an Employee Incentive Scheme (IOS), which
provides benefits to directors and senior executives. The cost of these equity-
settled transactions with employees is measured by reference to the fair value
at the date at which they are granted. The fair value is determined using a
Black-Scholes option pricing model that takes into account the exercise price,
the term of the option, the impact of dilution, the share price at grant date and
expected volatility of the underlying share, the expected dividend yield and the
risk free interest rate for the term of the option.
In valuing equity-settled transactions, no account is taken of any performance
conditions, other than conditions linked to the price of shares of Codrus
Minerals Limited (‘market conditions’). The number of shares expected to vest
is estimated based on the non-market vesting conditions and the probability
the option will be exercised.
(n)
Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of new shares are shown in equity as a deduction, net of tax, from the
proceeds. Incremental costs directly attributable to the issue of new shares for the
acquisition of a business are not included in the cost of the acquisition as part of the
purchase consideration.
Codrus Minerals Limited | 33
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
1. Summary of Significant Accounting Policies (continued)
(o)
Earnings per share
(i)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to
equity holders of the company excluding any costs of servicing equity other
than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial period, adjusted for bonus elements in
ordinary shares issued during the period.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account the after tax effect of interest and
other financing costs associated with the dilutive potential ordinary shares and
the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
(p)
Goods and services tax (‘GST’)
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated
GST, unless the GST incurred is not recoverable from the tax authority. In this case
it is recognised as part of the cost of the acquisition of the asset or as part of the
expense.
Receivables and payables are stated inclusive of the amount of GST receivable or
payable. The net amount of GST recoverable from, or payable to, the tax authority is
included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows
arising from investing or financing activities which are recoverable from, or payable
to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable
from, or payable to, the tax authority.
(q)
New accounting standards and interpretations adopted by the Group
Changes in Accounting Policies
The Group (or the Company) has considered the implications of all the new or
amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board (“AASB”) that are mandatory for the current reporting
period. The adoption of these standards do not have material effect on the amount
disclosed in the financial statements for the current period, and are not expected to
significantly impact future periods.
Initial adoption of AASB 2018-6: Amendments to Australian Accounting
Standards – Definition of a Business
AASB 2018-6 amends and narrows the definition of a business specified in AASB 3:
Business Combinations, simplifying the determination of whether a transaction
should be accounted for as a business combination or an asset acquisition. Entities
may also perform a calculation and elect to treat certain acquisitions as acquisitions
of assets.
Codrus Minerals Limited | 34
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
1. Summary of Significant Accounting Policies (continued)
(q)
New accounting standards and interpretations adopted by the Group
(continued)
Initial adoption of AASB 2018-7: Amendments to Australian Accounting
Standards – Definition of Material
This amendment principally amends AASB 101 and AASB 108 by refining the
definition of material by improving the wording and aligning the definition across the
standards issued by the AASB.
Initial adoption of AASB 2019-3: Amendments to Australian Accounting
Standards – Interest Rate Benchmark
This amendment amends specific hedge accounting requirements to provide relief
from the potential effects of the uncertainty caused by interest rate benchmark
reform.
Initial adoption of AASB 2019-1: Amendments to Australian Accounting
Standards – References to the Conceptual Framework
This amendment amends Australian Accounting Standards, Interpretations and other
pronouncements to reflect the issuance of Conceptual Framework for Financial
Reporting by the AASB.
Any new or amended Accounting Standards or Interpretations that are not yet
mandatory have not been early adopted
2. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience
and other factors, including expectations of future events that may have a financial impact
on the entity and that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates and judgements may differ from the related actual results and may
have a significant effect on the carrying amount of assets and liabilities within the next
financial year and on the amounts recognised in the financial statements. The estimates
and assumptions 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)
(ii)
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the
Coronavirus (COVID-19) pandemic has had, or may have, on the Group
based on known information. Other than as addressed Events Subsequent
to Reporting Date note, there does not currently appear to be either any
significant
financial statements or any significant
uncertainties with respect to events or conditions which may impact the
Group unfavourably as at the reporting date or subsequently as a result of
the Coronavirus (COVID-19) pandemic.
impact upon
the
Share based payment transactions
The Group measures the cost of equity-settled transactions with employees
by reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by an internal valuation using
a Black-Scholes option pricing model, using the assumption detailed in Note
22.
Codrus Minerals Limited | 35
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
Notes
3. Revenue
Revenue from continuing operations
Interest received
Total revenue from continuing operations
4. Expenses
Loss before income tax includes the following specific
expenses:
(a) Administrative costs:
Legal fees
Investor relations
Other administration costs
Total administration expense
(b) Consultancy Expenses
Consultancy expense
Total consultancy expense
(c) Employment benefits expense
Salary and wages expense
Defined contribution superannuation expense
Other employee benefits expense
Total employee benefits expense
(d) Compliance and Regulatory Expenses
Compliance and Regulatory expenses
Total compliance and regulatory expenses
5. Auditor’s Remuneration
Remuneration of the auditor of the Group
Auditing or reviewing the financial statements
Other non-assurance services
Total auditor’s remuneration
Consolidated
30 June 2021
$
30 June 2020
$
-
-
6,363
6,545
11,381
24,289
55,398
55,398
66,846
6,350
6,159
79,355
18,057
18,057
10,000
-
10,000
-
-
-
-
-
-
-
-
-
-
-
20,000
20,000
20,000
-
20,000
Codrus Minerals Limited | 36
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
6.
(a)
Income Tax Expense
Income tax expense
Current tax
Deferred tax
Total income tax (expense)/benefit
Deferred income tax expense included in income tax expense
comprises:
(Increase) in deferred tax assets
Increase in deferred tax liabilities
(b) Numerical reconciliation of income tax expense to prima facie
tax payable
Profit/(Loss) from continuing operations before income tax
expense
Consolidated
30 June 2021
$
30 June 2020
$
-
-
-
-
-
-
-
-
-
-
-
-
(6,439,547)
(533,246)
Tax (tax benefit) at the tax rate of 26% (2020: 27.5%)
(1,674,282)
(146,643)
Tax effect of amounts which are not deductible (taxable) in
calculating taxable income:
Share based payments
Other non-deductible amounts
Prior year adjustments
Non-assessable income
Unrecognised tax losses
255,606
1,820,000
-
(550,165)
148,841
-
-
-
-
146,643
Income tax expense
(c) Deferred tax assets
Tax losses
Employee benefits
Other accruals
Total deferred tax assets
Set-off deferred tax liabilities (Note 6(d))
Net deferred tax assets
(d) Deferred tax liabilities
Fair Value of Assets recognised on Business Combination
Other
Total deferred tax liabilities
Set-off deferred tax assets (Note 6(c))
Net deferred tax liabilities
-
-
-
-
-
-
-
-
-
-
-
-
(e)
(f)
Tax losses
Unused tax losses for which no DTA has been recognized
Potential tax benefit at 25% (2020: 26%)
Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
Potential tax benefit at 25% (2020: 26%)
572,465
143,116
110,754
27,689
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Codrus Minerals Limited | 37
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
7. Cash & Cash Equivalents
(a) Cash & cash equivalents
Cash at bank and in hand
Deposits at call
Total cash and cash equivalents
(b) Cash at bank and on hand
Cash on hand is non-interest bearing. Cash at bank bears
interest rates between 0.00% and 0.00% (2020: 0.00% and
0.00%)
(c) Deposits at call
Deposits at call are bearing interest rates of nil. (2020: Nil)
8. Trade & Other Receivables
Current
Prepayments
Other receivables
Consolidated
2021
$
2020
$
7,440,779
-
7,440,779
27,527
61,407
88,934
-
-
-
-
-
-
Past due and impaired receivables
As at 30 June 2021, there were no other receivables that were past due or impaired. (2020: Nil)
Effective interest rates and credit risk
Information concerning effective interest rates and credit risk of both current and non-current trade
and other receivables is set out in Note 15.
Consolidated
2021
$
2020
$
Exploration & Evaluation Expenditure
9.
(a) Non-current
Opening balance
Mineral Rights Acquired
Exploration and acquisition expenditure at cost
Exploration assets expensed to profit and loss
Total non-current exploration and evaluation expenditure
-
7,000,000
392,863
(7,392,863)
-
-
-
513,246
(513,246)
-
The group’s exploration properties may be subjected to claim(s) under native title, or contain sacred
sites, or sites of significance to Aboriginal people for Australian Assets and First Nations People for
its Canadian Assets. As a result, exploration properties or areas within the tenements 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 of such claims.
Acquisition of Exploration Assets – 30 June 2021
The minerals rights acquired expensed represents the exploration tenements acquired from
Blackstone Minerals Limited (ASX: BSX) as part of the spin-out of Codrus Minerals Limited. The
acquisition costs consist of 35,000,000 shares issued to Blackstone Minerals Limited for an issue
price of $0.20 per share for a total value of $7,000,000, which were expensed in accordance with the
Company’s accounting policy denoted under Note 1(j).
Codrus Minerals Limited | 38
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
10. Trade & Other Payables
Current
Trade and Other Payables
Non-Current
Loan from related party
Total current trade & other payables
Consolidated
2021
$
2020
$
271,950
20,000
-
271,950
1,718,096
1,738,096
There are no payables that are considered past due as at 30 June 2021 (2020: Nil).
As at 15 June 2021, the loan from related party, Blackstone Minerals Limited (ASX: BSX), totalling
$2,116,018 was forgiven and therefore written to the profit or loss.
11. Provisions
Current
Employee entitlements
Other provisions
Total current provisions
12.
(a)
Issued Capital
Issued and unissued
share capital
Ordinary shares – fully
paid
Unissued capital
Total issued and unissued
share capital
(b) Ordinary Shares
6,077
-
6,077
-
-
-
Consolidated
2021
Shares
2021
$
Consolidated
2020
Shares
2020
$
75,000,004 14,446,229
-
-
75,000,004 14,446,229
4
-
4
1
-
1
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.
On a show of hands every member present at a meeting in person or by proxy shall have one vote
and upon a poll each share shall have one vote.
(c) Options
Information relating to options including details of options issued, exercised and lapsed during the
financial period and options outstanding at the end of the financial period, is set out in Note 13.
(d)
Performance Rights
Information relating to performance rights including details of rights issued, exercised and lapsed
during the financial period and performance rights outstanding at the end of the financial period, is
set out in Note 13.
Codrus Minerals Limited | 39
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
Date
Number of
Shares
Issue Price
Total
12. Contributed Equity (continued)
(e) Movements in issued capital
Opening Balance 1 July 2019
Less: Transaction costs
Closing Balance at 30 June 2020
Opening Balance 1 July 2020
Acquisition of Minerals Rights
Initial Public Offering
Less: Transaction costs
Closing Balance at 30 June 2021
16 June 2021
17 June 2021
$
$
1
-
1
0.20
0.20
1
7,000,000
8,000,000
(553,772)
14,446,229
4
4
4
35,000,000
40,000,000
75,000,004
Expiry date
Exercise price
Balance
at start
of year
Granted
during the
year
Issued/
(Exercised)
during the
year
Cancelled
/
lapsed
during the
year
Balance at
end of the
year
13.
(a)
Issued Share Options and Performance Rights
2021 unlisted share option details
17 June 2024
17 June 2023
30 cents
30 cents
Weighted average share price
2020 unlisted share option
details
Weighted average share price
-
-
-
$0.00
6,000,000
6,000,000
12,000,000
-
-
$0.00
-
-
-
-
-
-
-
6,000,000
-
6,000,000
-
- 12,000,000
$0.30
-
-
-
-
$0.00
Class of Rights
Expiry date
(b)
Performance Rights Details 2021
Class A
Class B
Class C
17 June 2026
17 June 2026
17 June 2026
Performance Rights Details 2020
Balance
at start
of year
Granted
during the
year
Issued/
(Exercised)
during the
year
Cancelled
/
lapsed
during the
year
Balance at
end of the
year
-
-
-
-
-
-
1,500,000
2,000,000
1,500,000
5,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,500,000
2,000,000
1,500,000
5,000,000
-
-
Codrus Minerals Limited | 40
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
13.
Issued Share Options and Performance Rights (continued)
On 17 June 2021, 5,000,000 performance rights were issued to the Managing Director on the following
terms. The performance rights are escrowed for 24 months from the date of grant:
Milestone
Expiry Date
Number of
Performance
Rights
1,500,000
17 June
2026
Class of
Performance
Rights
Class A
Performance
Rights
Class B
Performance
Rights
a)
b)
a)
The Company’s shares achieving a
volume weighted average price per share
of $0.40 or more calculated over any 20
consecutive trading days which trades in
the shares are recorded on ASX; and
the holder completing 12 months of
continuous employment as the Managing
Director of the Company
The Company achieving, in respect of any
of the mining tenements or projects it holds
an interest in at the issue date of the
Performance Rights or acquires at any date
in the future, a drill result greater than or
equal to:
(i)
a 30, gram x metre Gold intersection
(with a minimum cut off grade of 0.2
g/t Au); or
(ii) a 10, % x metre Nickel intersection
(with a minimum cut off grade of 0.2
%/t Ni); or
(iii) a 18, % x metre Copper intersection
(with a minimum cut off grade of 0.3
%/t Cu), with the intersection being
signed off by an independent geologist
(the intersection is calculated by
multiplying the grade of the metal (g/t
or %) by the intercept width (m’s)); and
17 June
2026
2,000,000
Class C
Performance
Rights
b)
the holder completing 24 months of
continuous employment as the Managing
Director of the Company.
The Company achieving a JORC compliant
inferred mineral resource estimate of either:
17 June
2026
1,500,000
a)
b)
c)
500,000 ounces of Gold, with a minimum
cut off grade of 0.2g/t Au; or
50,000 tonnes of Nickel, with a minimum
cut off grade of 0.2% Ni; or
90,000 tonnes of Copper, with a minimum
cut off grade of 0.3% Cu,
in respect of any of the mining tenements or
projects it holds an interest in at the issue date of
the Performance rights or acquires at any date in
the future, as signed off by an independent
geologist.
Codrus Minerals Limited | 41
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
Consolidated
2021
$
2020
$
14.
(a)
Reserves
Unlisted option reserve
Opening balance
Share based payments expense – Profit and Loss
Total unlisted option reserve
-
946,115
946,115
(b)
(c)
(d)
The unlisted option reserve records items recognised on valuation of director, employee and
contractor share options. Information relating to options issued, exercised and lapsed during the
financial year and options outstanding at the end of the financial year, is set out in Note 22.
Performance Rights Reserve
Opening balance
Issue of Performance Rights to Managing Director
Closing Balance
-
36,986
36,986
The performance rights reserve records items recognised on valuations of vendor performance
rights. Information relating to performance shares issued at the end of the financial period, is set out
in Note 22(d)
Total Option Reserve
Unlisted Option Reserve
Performance Shares Reserve
Closing Balance
Total reserves
Option Premium Reserve (Note 22)
Foreign Currency Translation Reserve
Closing Balance
946,115
36,986
983,101
983,101
-
983,101
-
-
-
-
-
-
-
-
-
-
-
-
15. Financial Instruments, Risk Management Objectives and Policies
The Group’s risk management framework is supported by the Board and management.
The Board is responsible for approving and reviewing the Group’s risk management
strategy and policy. Management is responsible for monitoring that appropriate processes
and controls are in place to effectively and efficiently manage risk.
The Group has exposure to the following risks:
•
•
Market risk
Liquidity risk
(a) Market risk
Market risk is the risk that changes in market prices, such as commodity prices will
affect the Group’s potential 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 return. There
were no changes in the Group’s market risk management policies from previous
years.
Codrus Minerals Limited | 42
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
15. Financial Instruments, Risk Management Objectives and Policies (continued)
(b) Group sensitivity analysis
The entity’s main interest rate risk arises from cash and cash equivalents with
variable and fixed interest rates. At 30 June 2021, the group had $7,440,779 of cash
and cash equivalents and any exposure to changes in interest rate risk is unlikely
considered to be material.
(c) Liquidity risk
The Group manages liquidity risk by continuously monitoring forecast and actual
cash flows and matching the maturity profiles of financial assets and liabilities. Due
to the dynamic nature of the underlying businesses, the Group aims at ensuring
flexibility in its liquidity profile by maintaining the ability to undertake capital raisings.
Funds in excess of short term operational cash requirements are generally only
invested in short term bank bills.
The following tables detail the Group’s contractual maturity for its financial
liabilities:
Carrying
Amount
Contractual
Cash Flows
Less than 1
year
2-5 years
>5 years
For the year ending 30 June
2021
Trade and other Payables
271,950
271,950
271,950
-
-
For the year ending 30 June
2020
Trade and other Payables
1,738,096
1,738,096
-
-
1,738,096
(d) Net fair value
The carrying value and net fair values of financial assets and liabilities at balance
date are:
Financial assets
Cash and cash equivalents
Trade & other receivables – current
Trade & other receivables – non-current
Financial Liabilities
Trade and other payables – current
2021
Carrying
Amount
$
7,440,779
61,407
-
7,502,186
271,950
271,950
Net fair
Value
$
7,440,779
61,407
-
7,502,186
271,950
271,950
Codrus Minerals Limited | 43
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
15. Financial Instruments, Risk Management Objectives and Policies (continued)
2020
Carrying
Amount
$
Net fair
Value
$
Financial assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade and other payables - current
Trade and other payables – non-current
-
-
-
-
-
-
-
-
20,000
1,718,096
1,738,096
20,000
1,718,096
1,738,096
Consolidated
2021
$
2020
$
16. Earnings per Share
(a)
Profit/(Loss) used in the calculation of basic EPS
(6,439,547)
(533,246)
(b) Weighted average number of ordinary shares (‘WANOS’)
WANOS used in the calculation of basic earnings per share:
2,767,127
(c)
Profit/(Loss) per share (in cents)
(232.7)
4
N/A
(d) Diluted loss per share is considered to be the same as the basic loss per share, as the potential ordinary
shares on issue are anti-dilutive and have not been applied in calculating dilutive loss per share.
Note: For the 30 June 2020 Financial Year, all expenditure was paid directly by the parent company of Codrus
Minerals Limited, Blackstone Minerals Limited (ASX: BSX), with 4 ordinary shares on issue, being shares
issued on incorporation of Codrus Minerals Limited (Previously known as Black Eagle WA Pty Ltd). Therefore
no earnings per share has been calculated for the 30 June 2020 financial year.
17. Cash Flow Information
(a) Reconciliation of cash flows from operating activities with loss from ordinary activities after income tax:
Profit/(Loss) from ordinary activities after income tax
(6,439,547)
(533,246)
Consolidated
2021
$
2020
$
Share based payments
Exploration write off
Minerals rights acquired
Debt forgiven
Other
Changes in assets and liabilities:
Increase in operating receivables & prepayments
Increase in operating trade and other payables
Increase in employee provisions
Net cash (used in) or outflow from Operating Activities
983,101
392,863
7,000,000
(2,116,018)
1,232
-
513,246
-
-
-
(88,934)
251,950
6,077
(9,276)
-
20,000
-
-
Codrus Minerals Limited | 44
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
17. Cash Flow Information (continued)
(b) Non-cash investing and financing
Acquisition of Mineral Rights through the issue of 35,000,0000
ordinary shares at 20 cents valued at $7,000,000.
18. Commitments and Contingencies
(a)
Exploration commitments
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
Consolidated
2021
$
2020
$
-
-
347,974
325,431
836,784 1,685,811
-
1,184,758 2,011,242
-
In order to maintain rights of tenure to mining tenements subject to these agreements, the group would
have the above discretionary exploration expenditure requirements up until expiry of leases. These
obligations, which are subject to renegotiation upon expiry of the leases, are not provided for in the
financial statements and are payable per the above maturities. If the company decides to relinquish
certain leases and/or does not meet these obligations, assets recognised in the statement of financial
position may require review to determine the appropriateness of carrying values. The sale, transfer or
farm-out of exploration rights to third parties will reduce or extinguish these obligations.
(b) Contingencies
On 29th of January 2019, the company entered into an agreement to acquire tenements in Oregon,
United States known as the Record Mine, for an option fee of US$20,000 payable on agreement, with
an option fee payable annually on 1 February each year for four years for US$25,000 per year (included
in exploration commitments per 18 (a)). After the fourth year the purchase price is contingent upon the
option being exercised for a total payment of US$1 million dollars.
Owners shall retain Net Smelter Royalty (NSR) equal to 1.5% and shall be payable to the current owner
of the Record mine in Oregon USA.
There are no further commitments or contingent liabilities.
19. Events Occurring After Balance Date
• On 23 July 2021, the Company announced the issue of 2,600,000 Performance
Rights under the Company’s Employee Securities Incentive Plan to employees. In
addition, the Company agreed to Issue 4,500,000 options to consultants, subject
to shareholder approval.
Apart from the above, no other matter or circumstance has arisen since 30 June 2021 that has
significantly affected, or may significantly affect the Group's operations, the results of those
operations, or the Group's state of affairs in future financial years.
20. Segment Information
(a) Description of segments
Management has determined the operating segments based on the reports reviewed
by the chief operating decision maker that are used to make strategic decisions. For
the purposes of segment reporting the chief operating decision maker has been
determined as the board of directors. The board monitors the entity primarily from a
geographical perspective, and has identified three operating segments, being
exploration for mineral reserves Australia, the United States and the corporate/head
office function.
Codrus Minerals Limited | 45
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
20. Segment Information (continued)
(b) Segment information provided to the board of directors
The segment information provided to the board of directors for the reportable
segments for the year ended 30 June 2021 is as follows:
Australia
$
United States
$
Corporate
$
Total
$
For the year ending 30 June 2021
Exploration expenditure written off
Minerals Rights Acquired
Debt Forgiven
(345,571)
(7,000,000)
2,068,413
(47,292)
-
47,605
-
-
-
(392,863)
(7,000,000)
2,116,018
Total segment (loss) before income tax
(5,277,158)
Total segment assets 2021
Total segment liabilities 2021
For the year ending 30 June 2020
-
-
-
-
-
(1,162,389)
(6,439,547)
7,529,713
7,529,713
(278,027)
(278,027)
Exploration expenditure written off
Total segment (loss) before income tax
(392,405)
(392,405)
(120,841)
(120,841)
-
(20,000)
(513,246)
(533,246)
Total segment assets 2020
-
-
-
-
Total segment liabilities 2020
(1,572,382)
(145,714)
(20,000)
(1,738,096)
(c) Measurement of segment information
All information presented in part (b) above is measured in a manner consistent with
that in the financial statements.
(d) Segment revenue
No inter-segment sales occurred during the current period. The entity is domiciled in
Australia. No revenue was derived from external customers in countries other than
the country of domicile. There were no revenues derived from Australian financial
institutions during the year.
(e) Reconciliation of segment information
Total segment revenue, total segment profit/(loss) before income tax, total segment
assets and total segment liabilities as presented in part (b) above, equal total entity
revenue, total entity profit/(loss) before income tax, total entity assets and total entity
liabilities respectively, as reported within the financial statements.
21. Related Party Transactions
(a) Parent entity
Codrus Minerals Limited is the parent entity.
(b) Subsidiaries
Interests in subsidiaries are set out in note 23.
Codrus Minerals Limited | 46
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
21. Related Party Transactions (continued)
(c) Key management personnel compensation
Key Management Personnel Compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
Total key management personnel compensation
(d)
Transactions with other related parties
The following transactions occurred with related parties:
(i)
(ii)
Recharges to KMP related entities
Recharge of rent and shared office costs
Loan forgiveness by Blackstone Minerals Limited
Purchases from KMP related entities
Rent of office building and shared office costs
Recharges from Blackstone Minerals Limited
Consolidated
2021
$
2020
$
84,696
6,350
571,082
662,128
-
-
-
-
Consolidated
2021
$
2020
$
2,116,018
160,359
-
-
Details of remuneration disclosures are included in the Remuneration Report on pages 12 to 18.
(e)
Terms and conditions of related party transactions
Transactions between related parties are on commercial terms and conditions, no more
favourable than those available to other parties unless otherwise stated.
22. Share Based Payments
(a)
(b)
Fair value of listed options granted
There are no listed options on issue.
Fair value of unlisted options granted to Directors
During the year, the Company issued 6,000,000 unlisted options to Directors vesting
on the date of issue. The weighted average fair value of the 6,000,000 options
granted in the current period was 8.9016 cents per option. The fair value of $534,096
was recognised during the year.
The price was calculated by using the Black-Scholes Option Pricing Model applying
the following inputs.
• Weighted average exercise price of $0.30;
• Weighted average life of the option (years) of 3;
• Weighted average underlying share price of $0.20;
• Expected share price volatility of 85%;
• Weighted average risk-free interest rate of 0.20%.
Codrus Minerals Limited | 47
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
22. Share Based Payments (continued)
(b)
(c)
Fair value of unlisted options granted to Directors (continued)
Volatility is calculated based on historical share price history of the company and
used as the basis for determining expected share price volatility as it assumed that
this is indicative of future tender, which may not eventuate. The life of the options is
agreed upon by the Board to ensure long term goal congruence between Directors,
Management and Shareholders.
Fair value of performance options granted to Corporate Advisors
During the year, the Company issued 6,000,000 unlisted options to Corporate
Advisors with an exercise price of $0.30 expiring 17 June 2023. The value of the
options recognised was $412,019.
The price was calculated by using the Black-Scholes Option Pricing Model applying
the following inputs.
• Weighted average exercise price of $0.30;
• Weighted average life of the option (years) of 2;
• Weighted average underlying share price of $0.20;
• Expected share price volatility of 85%;
• Weighted average risk-free interest rate of 0.075%.
(d)
Fair value of performance rights granted to the Managing Director
During the year, the Company issued 5,000,000 performance rights to the Managing
Director subject to various performance conditions (Refer to Note 13 (b)). The value
of the rights recognised in the current year was $36,986.
Share based payments expense
Options issued to Directors
Options issued to Corporate Advisors
Performance Rights issued to Directors
Total Share based payments expense
23. Subsidiaries
30 June 2021
$
30 June 2020
$
534,096
412,019
36,986
983,101
-
-
-
The consolidated financial statements incorporate the assets, liabilities and results of the
following wholly owned subsidiaries in accordance with the accounting policy described in
note 1:
Name of entity
Country of
incorporation
Black Eagle LLC
Oregon, US
Class of
Shares
Ordinary
A
The proportion of ownership interest is equal to the proportion of voting power held.
Equity HoldingA
2021
%
2020
%
100
100
Codrus Minerals Limited | 48
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2021
Parent
2021
$
7,529,713
193,318
7,723,031
2020
$
-
-
-
278,026
-
278,026
1,592,382
-
1,592,382
14,446,229
983,101
(7,984,325)
7,445,005
1
-
(1,592,383)
(1,592,382)
(6,391,942)
-
(6,391,942)
(412,405)
-
(412,405)
24. Parent Entity Information
(a)
Assets
Current assets
Non-current assets
Total assets
(b)
(c)
(d)
(e)
(f)
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Issued Capital
Reserves
Accumulated losses
Total equity
Total Comprehensive loss for the year
Profit/(Loss) for the period after income tax
Other comprehensive income for the year
Total comprehensive loss for the year
The parent entity had no capital commitments for property,
plant and equipment as at 30 June 2021 and 30 June 2020.
The parent entity had no contingent liabilities as at 30 June
2021 and 30 June 2020.
Codrus Minerals Limited | 49
Director’s Declaration
In the Directors’ opinion
(a)
the financial statements and notes set out on pages 23 to 49 are in accordance with the
Corporations Act 2001, including:
(i)
(ii)
complying with Accounting Standards, the Corporations Regulations 2001 and
other mandatory professional reporting requirements; and
giving a true and fair view of the Group's financial position as at 30 June 2021
and of its performance for the period ended on that date; and
there are reasonable grounds to believe that the Group will be able to pay its debts as
and when they become due and payable; and
the audited remuneration disclosures set out on pages 12 to 18 of the directors’ report
comply with section 300A of the Corporations Act 2001; and
the financial statements and notes thereto are in accordance with International
Financial Reporting Standards issued by the International Accounting Standards Board.
(b)
(c)
(d)
The directors have been given the declarations by the chief executive officer and chief financial
officer required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Shannan Bamforth
Managing Director
Perth, Western Australia, 27 September 2021
Codrus Minerals Limited | 50
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
CODRUS MINERALS LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Codrus Minerals Limited (“the Company”) and its subsidiaries (“Group”),
which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement
of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of
cash flows for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial
performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our
report. We are independent of the 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
We have defined the following matter to be the key audit matter to be communicated in our report.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. This matter was 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 this matter.
Liability limited by a scheme approved under Professional Standards Legislation.
Stantons Is a member of the Russell
Bedford International network of firms
Key Audit Matter
How the matter was addressed in the audit
Share based payments
(refer to Note 1(m)(iii) and Note 22 of the
financial statements)
As referred to in Note 22 to the consolidated financial
statements, the Company awarded 12,000,000 share
options to directors and to consultants. In addition,
the Company also granted 5,000,000 performance
rights to the Managing Director.
The awards vest subject to the achievement of
certain vesting conditions. The Company valued the
share options using the Black-Scholes methodology
while the performance rights were valued based on
the share price at grant date and estimated likelihood
of performance conditions being achieved over the
vesting period for each tranche of awards. The share
options vested during the year but are in escrow until
future periods.
The Company has performed calculations to record
related share-based payment expense of
the
$983,101 in the consolidated statement of profit or
loss and other comprehensive income.
Due to the complex nature of the transaction and
estimates used in determining the valuation of the
share-based payment arrangement and vesting
expense, we consider the Company’s calculation of
the share based payment expense to be a key audit
matter.
In determining the fair value of the awards and related
expense, the Company used assumptions in respect
of future market and economic conditions as well as
estimates of achievement of certain exploration
targets.
Inter alia, our audit procedures included the following:
i. Verifying
the
inputs and examining
the
assumptions used in the Company’s valuation of
share options and performance rights, being the
share price of the underlying equity, time to
maturity (expected life), volatility, and grant
date;
ii. Challenging management’s assumptions
in
relation to the likelihood of achieving the
performance conditions;
iii. Assessing the fair value of the calculation
re-performance using appropriate
through
inputs; and
iv. Assessing the accuracy of the share-based
payments expense and
the adequacy of
disclosures made by the Company in the
financial report.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Company's annual report for the year ended 30 June 2021 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 Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial report.
The procedures selected depend on the auditor's judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity's preparation of the financial report that gives a true and fair view
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 entity's internal control.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.
We 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 Company to
cease to continue as a going concern.
We 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.
We 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 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.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements.
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 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 in pages 12 to 18 of the directors’ report for the year ended
30 June 2021.
In our opinion, the Remuneration Report of Codrus Minerals Limited for the year ended 30 June 2021 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.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(An Authorised Audit Company)
Martin Michalik
Director
West Perth, Western Australia
27 September 2021
Additional Shareholder Information
Corporate Governance Statement
In accordance with ASX Listing Rule 4.10.3 the company’s Corporate Governance Statement can
be
to https://codrusminerals.com.au/corporate-
governance/
the company’s website, refer
found on
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding as at 20 September 2021 were
as follows:
Holding
1- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Holders of less than a marketable parcel: 28
Substantial Shareholders
Number of Shareholders
Fully Paid Ordinary Shares
4
47
84
351
89
575
The names of the substantial shareholders as at 20 September 2021:
Shareholder
Blackstone Minerals Limited
Number
35,000,000
Voting Rights - Ordinary Shares
In accordance with the holding company's Constitution, on a show of hands every member
present in person or by proxy or attorney or duly authorised representative has one vote. On a
poll every member present in person or by proxy or attorney or duly authorised representative
has one vote for every fully paid ordinary share held.
Restricted Securities
• There are 35,000,000 ordinary shares subject to a 24 month escrow to 17 June 2023.
• 6,000,000 unlisted options
•
In addition, the company issued 6,000,000 options to Directors with an exercise price of
$0.30 escrowed for 24 months. Expiry date 17 June 2024.
In addition, the company issued 6,000,000 options to Brokers with an exercise price of
$0.30 escrowed for 24 months. Expiry date 17 June 2023.
•
Unquoted Securities
Exercise
price
Vesting conditions
Expiry date
Number of
options
Number
of
holders
Director options
$0.30
Nil
17 June 2024
6,000,000 3
Lead Manager
Options
$0.30
Nil
17 June 2023
6,000,000 11
N/A
Class A, Class B, Class C
17 June 2026
5,000,000 1
Managing
Director
Performance
Rights
Codrus Minerals Limited | 55
Additional Shareholder Information
Equity security holders
The names of the twenty largest ordinary fully paid shareholders as at 20 September 2021 are as
follows:
Shareholder
Number
% Held of Issued
Ordinary Capital
BLACKTONE MINERALS LIMITED
CHIFLEY PORTFOLIOS PTY LTD
MR HAMISH HALLIDAY
PP CAPITAL PTY LTD
MR PHILIP JOHN CAWOOD
BALLANCE PTY LTD
CITICORP NOMINEES PTY LIMITED
VALUI PTY LTD
SYMORGH INVESTMENTS PTY LTD
MR BIN LIU
MCTAVISH INDUSTRIES PTY LTD
SEVENTY THREE PTY LTD
MRS KIM ELIZABETH LOVE
J & J BANDY NOMINEES PTY LTD
AYERS CAPITAL PTY LTD
J & J BANDY NOMINEES PTY LTD
TWO TOPS PTY LTD
MS CHUNYAN NIU
AUKERA CAPITAL PTY LTD
RIYA INVESTMENTS PTY LTD
P K CAPITAL PTY LTD
GREEN MOUNTAINS INVESTMENTS LTD
SABA NOMINEES PTY LTD
MRS TRA THU LE
BNP PARIBAS NOMS PTY LTD
NETSHARE NOMINEES PTY LTD
NINETY THREE PTY LTD
PAC PARTNERS SECURITIES PTY LTD
JAYLEAF HOLDINGS PTY LTD ATF THE POLLOCK INVESTMENT TRUST
MRS LENORE THERESA RADONJIC
MR SHANNAN THOMAS BAMFORTH
JALAVER PTY LTD
COMSEC NOMINEES PTY LIMITED
MR ABDULLAH SIDDIQUI
35,000,004
1,195,000
875,000
750,000
750,000
650,000
613,287
600,000
550,000
525,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
475,000
450,000
400,000
400,000
375,000
300,000
300,000
295,000
289,815
250,000
250,000
250,000
250,000
250,000
250,000
224,914
218,099
50,236,119
46.67%
1.59%
1.17%
1.00%
1.00%
0.87%
0.82%
0.80%
0.73%
0.70%
0.67%
0.67%
0.67%
0.67%
0.67%
0.67%
0.67%
0.63%
0.60%
0.53%
0.53%
0.50%
0.40%
0.40%
0.39%
0.39%
0.33%
0.33%
0.33%
0.33%
0.33%
0.33%
0.30%
0.29%
66.98%
ASX Listing Rule 4.10.19
In accordance with Listing Rule 4.10.19, the company states that it has used the cash and assets
in a form readily convertible to cash that it had at the time of admission in a way consistent with
its business objectives. The business objective is primarily mineral exploration.
Codrus Minerals Limited | 56
Schedule of Tenements
As at 20 September 2021
Project
Location
Tenement
Interest
Bull Run (Record Mine)
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
152073, 152074
152076, 152077
152078, 152627
17242 – 17246
176469 – 176514
178405 - 178437
Silver Swan South
Western Australia
Western Australia
P27/2191 – P27/2196
E27/545
Red Gate
Middle Creek
Eastern Goldfields
E31/1096
Western Australia
Western Australia
Western Australia
P46/1900 - P46/1912
P46/1914 - P46/1920
P46/1924
Key
E:
P
Exploration Licence
Prospecting Licence
Note 1: Held under an option agreement to acquire 100% of the Record Mine.
0%1
0%1
0%1
0%1
100%
100%
100%
100%
100%
95%
95%
100%
Codrus Minerals Limited | 57