a
ANNUAL
REPORT
30 JUNE 2022
Codrus Minerals Limited
ABN 17 600 818 157
ASX | CDR
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 5, 191 St Georges Terrace
Perth WA 6000
Auditors
Stantons
Level 2
40 Kings Park Road
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
2022 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
23
24
55
56
60
63
Codrus Minerals Limited | 1
Chairman’s Letter to Shareholders
For the year ended 30 June 2022
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 2022.
Whilst the macro-economic environment has had its challenges over the last year, with global
markets being impacted by inflationary concerns and the lingering impacts of the COVID-19
pandemic and the Ukraine war, Codrus continues to focus on its strategy as a mineral exploration
company, committed to exploration within world class mineral provinces.
The Board recently announced on 25 August 2022 a 2 for 1 Loyalty Option Entitlement Issue for
eligible shareholders with a record date of 31 August 2022. The Loyalty Option Entitlement Issue
is a reward to our shareholder base for their continuing support of Codrus and to share in the
outstanding growth potential of the company. The options will be listed on the ASX and will be
exercisable at $0.125 per share with a two-year expiry date and we have encouraged our
shareholders to take up the offer at a nominal price of $0.001 per option.
During the year the company completed 5,300 metres of reverse circulation drilling and increased
the strike extent of mineralisation to over 900m at the Red Gate Gold Project and also completed
nearly 1,500 metres of diamond drilling at the Company’s wholly owned Silver Swan South
Project. The Middle Creek project continues to show exciting potential with the recent completion
of the trenching program identifying numerous high calibre gold anomalies in an area with several
established gold mines.
The Bull Run Project in Oregon is at the forefront of our strategy, with drill permitting well underway
and we look forward to commencing drilling in Oregon once the permitting process is finalised.
The opportunity to test our targets at Bull Run is highly motivating.
The team are constantly reviewing projects for their potential to determine if they are suitable for
Codrus and its medium to longer term growth. We will continue to focus on our operating efficiency
and costs management as our Managing Director and the team continue to plan exploration
programs on our existing portfolio to drive them up the value curve.
I would like to take this opportunity to thank all employees, contractors and consultants who have
contributed to the company in the first year since listing in June 2021 and finally, I thank you, our
shareholders, for your continued support while we continue to deliver on our exploration and
corporate strategy over the next 12 months.
Andrew Radonjic
Non-Executive Chairman
Codrus Minerals Limited | 2
Directors’ Report
For the year ended 30 June 2022
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 (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 2022.
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
Mr Shannan Bamforth
Mr Jamie Byrde
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 $4,095,108
(2021: $6,439,547).
Financial Position
The Group had $4,060,645 in cash and cash equivalents as at 30 June 2022 (2021: $7,440,779).
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.
5.
Significant Changes in the State of Affairs
The following significant changes in the state of affairs of the Group occurred during the financial
year:
• The Company issued 2,600,000 performance rights to employees, subject to relevant
milestones being achieved. Expiry date 23 July 2026.
• The Company issued 4,500,000 performance rights to consultants, subject to relevant
milestones being achieved. Expiry date 3 December 2026.
Codrus Minerals Limited | 3
Directors’ Report
For the year ended 30 June 2022
6.
Review of Operations
INTRODUCTION
WESTERN AUSTRALIAN PROJECTS
The Company has three (3) projects in Western Australia. The Red Gate and Silver Swan South
projects are located in the Kalgoorlie region and the Middle Creek Project is located near Nullagine
in the Pilbara (Figure 1).
Figure 1 | Silver Swan South, Red Gate and Middle Creek project locations in Western Australia.
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 86.8km2 (Figure
2).
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.
Codrus Minerals Limited | 4
Directors’ Report
For the year ended 30 June 2022
6.
Review of Operations (continued)
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.
Figure 2 | The Red Gate Project Tenements and prospects on interpreted geology
Activities during the year:
• Excellent results returned from the maiden 2,980m Reverse Circulation (RC) drilling
program at the Red Gate Gold Project in the Edjudina Mining District of WA, including:
o 23m at 3.82g/t Au from 14m down-hole in hole RGRC002, including:
5m at 14.29g/t Au from 27m
o 1m at 5.75g/t Au from 15m down-hole in hole RGRC003
o 24m at 1.04g/t from 42m down-hole in hole RGRC003
o 1m at 21.35g/t from 80m down-hole in hole RGRC011
(Note all widths are down-hole width, true width not known)
• Detailed drone magnetic surveying commenced to evaluate any potential structural
controls;
Codrus Minerals Limited | 5
Directors’ Report
For the year ended 30 June 2022
6.
Review of Operations (continued)
• A follow-up program of 2,350m of RC drilling at the Red Gate Gold Project extended the
strike of mineralisation to over 800m, Results included:
Porphyry West:
o 10m @ 1.19g/t from 52m down-hole in RGRC029 including:
1m @ 5.51g/t from 58m
o 10m @ 1.4g/t from 66m down-hole in RGRC029
o 1m @ 2.01g/t from 133m down-hole in RGRC030
o 4m @ 1.08g/t from 149m down-hole in RGRC030
o 8m @ 0.95g/t from 4m down-hole in RGRC042*
Porphyry North:
o 14m @ 1.06g/t from 18m down-hole in RGRC035 including:
2m @ 3.97g/t from 18m
o 1m @ 9.24g/t from 37m down-hole in RGRC035
o 1m @ 2.83g/t from 41m down-hole in RGRC039
o 4m @ 2.55g/t from 110m down-hole in RGRC040*
o 1m @ 3.06g/t from 47m down-hole in RGRC033
o 3m @ 3.26g/t from 64m down-hole in RGRC033 including:
1m @ 8.21g/t from 66m
o 8m @ 1.11g/t from 12m down-hole in RGRC034*
o 1m @ 2.74g/t from 70m down-hole in RGRC043
(Note all widths are down-hole width, true width not known, holes denoted with * are 4m composite
samples)
• Drilling demonstrates that Red Gate hosts both broad zones of high-grade and lower
grade mineralisation.
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, 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 Limited | 6
Directors’ Report
For the year ended 30 June 2022
6.
Review of Operations (continued)
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 3 | Silver Swan South Project location
Activities during the year:
• Completed the maiden 4 hole Diamond Drilling program at the Silver Swan South Project
totalling 1,464m. The program successfully delineated the prospective stratigraphy with
trace gold mineralisation and some elevated multi- elements data identified.
• Further analysis and review concluded that detailed magnetics in discrete parts of the
Project could aid further targeting. A drone magnetic survey was completed during the
year.
• The results of the survey will complement and further articulate an update in the structural
interpretation of the Project, helping to inform future drill targeting.
Codrus Minerals Limited | 7
Directors’ Report
For the year ended 30 June 2022
6.
Review of Operations (continued)
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
(Figure 4). The project comprises 21 granted licences covering a total area of 37.4km2.
Figure 4 | The Middle Creek Project and significant regional gold projects.
Activities during the year:
Infill soil sampling identified robust anomalous zones of gold mineralisation.
•
• Following this, the Group received Program of Work, and Cultural Heritage approvals for
the commencement of exploration trenching to facilitate geological mapping and sampling
to enable drill targeting at the project.
• A project-wide review of the geochemical sampling was completed which informed a
program of surface trenching which was completed during the year. The trenching focused
on the Major, Rangi, Dolores, Horse, Boris and Spud geochemical anomalies across the
tenements.
• Nine of the eleven trenches have been mapped and sampled, with assays awaited. The
mapping has provided geological context and the assays are expected to assist in planning
the next phase of work.
• During a regional review, several key areas were highlighted in the Nullagine Mining Centre
which the Company believes are prospective for gold mineralisation. As a result of this, the
Company applied for 12 new tenements during the year, with seven of the tenements being
contiguous to the west of the current land-holding and five to the south of the current land-
holding (Figure 5).
• Once these tenements are granted, soil sampling will be completed as a priority to identify
anomalous trends for follow-up work.
Codrus Minerals Limited | 8
Directors’ Report
For the year ended 30 June 2022
6.
Review of Operations (continued)
Figure 5 | Middle Creek Project land tenure
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
(Figure 6). 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.
Figure 6 | Location of the Bull Run Project in Oregon USA
Codrus Minerals Limited | 9
Directors’ Report
For the year ended 30 June 2022
6.
Review of Operations (continued)
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 (Figure 6). Low-grade
mineralisation is also observed within the serpentinite.
Activities during the year:
• An additional 12 mineral claims were pegged at the Bull Run Project (U.S.A.) with soil
sampling in this location identifying the new Koski mineralised zone (Figure 7).
• A 3D direct current induced polarization geophysical survey was completed during the
year. Dias Geophysical was contracted to conduct a low-noise deep 3D DCIP (Direct
Current resistivity and Induced Polarisation) survey over an area of 5.75km2 (Figure 8).
The survey is expected to resolve chargeability and resistivity anomalies to a depth of
400m.
• Dias Geophysical are to deliver multi-scale, multi-azimuth datasets and 3D models of the
chargeability and resistivity in the area. They will also attempt to image and map the sub-
surface characteristics associated with the sulphide-rich quartz vein system.
• The results from the 3D DCIP IP survey, once received, will be integrated with the current
geological knowledge to inform a drilling program. Preliminary drill permitting continued
with the US Forest Service and will continue with a dedicated consultant in-country
supporting the Company’s permitting applications.
• The Group also completed modern surveying of the existing accessible underground
workings. This surveying will allow for more accurate drill planning and assist in
establishing the precise location of historical underground sampling.
• The Company will be collecting the following additional datasets:
• UAV (drone) photography
to assist drill planning and environmental
management; and
• UAV (drone) magnetics surveying.
Figure 7 | The Bull Run Project claims showing the new mineral claims in yellow
Codrus Minerals Limited | 10
Directors’ Report
For the year ended 30 June 2022
6.
Review of Operations (continued)
Figure 8 | Location and configuration of the 3D DCIP survey. Cyan dots are receiver stations and yellow dots
are current injection stations.
7. Matters Subsequent to the End of the Financial Year
On 25 August 2022, the Company announced that a non-renounceable entitlement issue of
options will be offered to eligible shareholders on the basis of one (1) New Option for every two
(2) shares held by eligible shareholders at an issue price of $0.001 per Loyalty Option. The
purpose of the entitlement offer is to recognise the support and loyalty the Company has received
from its shareholders to date. The entitlement offer will also serve to help maintain shareholder
loyalty for eligible shareholders who have purchased shares since the Company’s shares
commenced quotation on the ASX on 21 June 2021.
Apart from the above, there were no other matter or circumstance has arisen since 30 June 2022
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.
8.
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.
Codrus Minerals Limited | 11
Directors’ Report
For the year ended 30 June 2022
9.
Information on Directors and Company Secretary
Mr Andrew
Radonjic
Qualifications
Experience
Interest in
Securities
Other
Directorships
Mr Shannan
Bamforth
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 35 years of
experience in mining and exploration, with a specific focus on gold and
nickel, and was instrumental in three significant gold discoveries north of
Kalgoorlie. As the Executive Director of Venture Minerals Limited, he co-
led the discovery of the Mount Lindsay Tin-Tungsten-Magnetite deposits.
Mr Radonjic was a Founding Director of Blackstone Minerals Limited and
is currently the Managing Director of Venture Minerals Limited.
350,000
Fully Paid Ordinary Shares
2,000,000
Unlisted Options
Venture Minerals Limited (since 12 May 2006)
Fin Resources Limited (since 14 May 2018; Resigned 30 November
2021)
Blackstone Minerals Limited (since 30 August 2016; Resigned 12
November 2021)
Managing Director – appointed 29 March 2021
BSc (Geology)
Mr Bamforth is a geologist with over 25 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
473,732
2,000,000
5,000,000
Other
Directorships
Nil.
Codrus Minerals Limited | 12
Directors’ Report
For the year ended 30 June 2022
9.
Information on Directors and Company Secretary (continued)
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
200,000
2,000,000
Other
Directorships
Nil.
Company Secretary
Mr Jamie Byrde was appointed as the Company Secretary on 1 August 2017.
Codrus Minerals Limited | 13
Directors’ Report
For the year ended 30 June 2022
10. Remuneration Report (audited)
The Directors of Codrus Minerals Limited are pleased to present your Company’s 2022
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
2021 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
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)
Managing Director (Appointed 29 March 2021)
All of the key management personnel held their positions during the year ended 30
June 2022 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. Due to the current size
of the Company, it is more efficient and effective for the functions to be undertaken
by the Board.
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 | 14
Directors’ Report
For the year ended 30 June 2022
10.
Remuneration Report (audited) (continued)
C. Use of remuneration consultants
The Company has not engaged or contracted remuneration consultants during the
financial year.
D. 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 | 15
Directors’ Report
For the year ended 30 June 2022
10.
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. 2021 Annual General Meeting
The Company received more than 99.97% of “Yes” votes on its remuneration report for
the 2021 financial year. The Company did not receive any specific feedback at the AGM
throughout the year on tis remuneration practices.
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 2022.
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
Cash
Salary &
Fees
$
2022
Non-Executive Directors
Mr A RadonjicA
Mr J ByrdeB
40,000
60,000
Executive Directors
Mr S BamforthD
260,000
Total
Remuneration
360,000
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
Consulting
Fees
$
-
-
-
-
-
-
-
-
-
Accrued
Annual
Leave
$
Other
Amounts
Super-
annuation
$
$
Non-Cash
Long Term
IncentivesE
$
Total
$
-
-
6,605
6,605
4,000
6,000
-
-
50,605
72,605
25,212
6,605
26,000
362,329
680,146
25,212
19,815
36,000
362,329
803,356
-
-
-
-
-
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 2022 financial year.
Total
Remuneration
A
B
C
D
E
Codrus Minerals Limited | 16
Directors’ Report
For the year ended 30 June 2022
10.
Remuneration Report (audited) (continued)
I.
Details of Share Based Payments and Bonuses
There were no bonuses or compensation shares issued or paid during the year (2021: 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
Remuneration
Granted No.
Total
Remuneration
Represented by
Options
Exercised
No.
Other
changes
No.
Lapsed
No.
2022
Non-Executive Directors
Mr A RadonjicA
Mr J ByrdeB
Executive Director
Mr S BamforthD
-
-
-
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%
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 | 17
Directors’ Report
For the year ended 30 June 2022
10.
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:
Granted No.
Performance
Rights Granted as
Part of
RemunerationE
2022
Non-Executive Directors
Mr A RadonjicA
Mr J ByrdeB
Executive Director
Mr S BamforthD
2021
Non-Executive Directors
Mr A RadonjicA
Mr J ByrdeB
Mr S OwenC
-
-
-
-
-
-
Total
Remuneration
Represented
Performance
RightsE
-
-
$
-
-
362,329E
53.3%
-
-
-
-
-
-
Exercised
No.
Other
changes
No.
Lapsed
No.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Executive Director
Mr S BamforthD
5,000,000E
36,986E
12.8%
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 prior year in 3 Tranches. During the year-ended 30 June
2022, $362,329 (2021: $36,986) was 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 salary
(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 | 18
Directors’ Report
For the year ended 30 June 2022
10. 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;
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
2,000,000
2,000,000
2,000,000
Granted as
remuneration
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
-
-
-
-
-
-
-
2,000,000
2,000,000
-
2,000,000
-
-
-
-
-
-
-
- 2,000,000
- 2,000,000
2,000,000
-
- 2,000,000
- 2,000,000
-
-
2,000,000
-
-
-
-
-
-
-
-
30 June 2022
Mr A RadonjicA
Mr J ByrdeB
Mr S BamforthD
30 June 2021
Mr A RadonjicA
Mr J ByrdeB
Mr S OwenC
Mr S BamforthD
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
-
-
5,000,000
Granted as
remuneration
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
-
-
-
-
-
-
-
-
-
-
5,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,000,000
-
-
-
5,000,000
-
-
-
-
-
-
-
30 June 2022
Mr A RadonjicA
Mr J ByrdeB
Mr S BamforthD
30 June 2021
Mr A RadonjicA
Mr J ByrdeB
Mr S OwenC
Mr S BamforthD
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 | 19
Directors’ Report
For the year ended 30 June 2022
10.
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
250,000
100,000
250,000
-
-
-
-
-
-
-
-
-
-
-
100,000
100,000
223,732
250,000E
100,000 E
-
250,000 E
350,000
200,000
473,732
250,000
100,000
-
250,000
30 June 2022
Mr A RadonjicA
Mr J ByrdeB
Mr S BamforthD
30 June 2021
Mr A RadonjicA
Mr J ByrdeB
Mr S OwenC
Mr S BamforthD
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 Venture Minerals Limited and was a Non-Executive
Director of Blackstone Minerals Limited which shares either office and/or
administration service costs on normal commercial terms and conditions. Mr Radonjic
resigned as Non-Executive Director of Blackstone Minerals Limited on 12 November
2021.
Aggregate amounts of each of the above types of other transactions with key
management personnel of Codrus:
(i)
(ii)
Recharges to KMP related entities
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
Recharges from Venture Minerals Limited
End of remuneration report
2022
$
2021
$
-
2,116,018
53,802
54,745
160,359
-
Codrus Minerals Limited | 20
Directors’ Report
For the year ended 30 June 2022
11. 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
12,000,000
Date rights granted
Expiry Date
Exercise Price
Number under Rights
17 June 2021
23 July 2021
3 December 2021
17 June 2026
23 July 2026
3 December 2026
N/A
N/A
N/A
5,000,000
2,600,000
4,500,000
12,100,000
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.
12.
Insurance of Officers
During the financial year, Codrus paid a premium of $19,815 (2021: $17,850) 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.
13. 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
Full meetings of Directors
Remuneration Committee
meetings
Number Eligible to
Attend
Meetings
Attended
Number Eligible
to Attend
Meetings
Attended
4
4
4
4
4
4
-
-
-
-
-
-
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 | 21
Directors’ Report
For the year ended 30 June 2022
14. 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.
15. 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.
16. Auditor’s Independence Declaration & Non-Assurance Services
The lead auditor’s independence declaration for the year ended 30 June 2022 has been received
and can be found on page 23 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, 16 September 2022
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 | 22
PO Box 1908
West Perth WA 6872
Australia
Level 2, 40 Kings Park Rd
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
16 September 2022
The Directors
Codrus Minerals Limited
Level 3, 24 Outram Street
WEST PERTH WA 6005
Dear Sirs
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 Audit Director for the audit of the financial statements of Codrus Minerals Limited for the year ended 30 June
2022, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(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 faithfully
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LIMITED
(An 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
25
26
27
28
29
55
56
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 16 September 2022. The directors have the power to amend and reissue the financial
statements.
Codrus Minerals Limited | 24
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2022
Revenue from continuing operations
Other income
Administrative costs
Consultancy expenses
Employee benefits expense
Share based payment expenses
Occupancy 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 2022
$
30 June 2021
$
3
4(a)
4(b)
4(c)
13, 22
4(d)
9
4(e)
9
6
-
1,087
(267,072)
(70,758)
(321,957)
(735,115)
(28,833)
(69,902)
(38,469)
(2,556,013)
(5,884)
(2,192)
-
-
(4,095,108)
-
-
(24,289)
(55,398)
(79,355)
(983,101)
-
(18,057)
(2,502)
(392,863)
-
-
(7,000,000)
2,116,018
(6,439,547)
-
-
Profit/(Loss) for the year attributable to owners
(4,095,108)
(6,439,547)
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
(4,095,108)
(6,439,547)
Earnings per share for Profit/(Loss) attributable to the
owners
Basic and Diluted profit/(loss) per share (cents per
share)
16
(5.5)
(232.7)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying
notes.
Codrus Minerals Limited | 25
Consolidated Statement of Financial Position
As at 30 June 2022
Notes
Current Assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Total Current Assets
Non-Current Assets
Property, plant and equipment
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(a)
8(b)
4(e)
9
10
11
10
12
14
Consolidated
2022
$
2021
$
4,060,645
51,625
68,109
4,180,379
7,440,779
61,407
27,527
7,529,713
34,374
-
34,374
-
-
4,214,753
7,529,713
251,542
50,061
301,603
271,950
6,077
278,027
-
-
-
-
301,603
278,027
3,913,150
7,251,686
14,467,686
1,718,216
(12,272,752)
3,913,150
14,446,229
983,101
(8,177,644)
7,251,686
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Codrus Minerals Limited | 26
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2022
Issued
Capital
Accumulated
Losses
Foreign
Currency
Reserve
Option
Reserve
$
$
$
1
-
-
(1,738,097)
(6,439,547)
(6,439,547)
Balance at 1 July 2020
Total comprehensive income for the year:
Loss after income tax expense for the year
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
Balance at 30 June 2021
Balance at 1 July 2021
Total comprehensive income for the year:
Loss after income tax expense for the year
Transactions with owners in their capacity
as owners:
Transaction costs
Equity settled share based payment
transactions
Balance at 30 June 2022
14,446,228
-
-
-
-
14,446,229
-
(8,177,644)
14,446,229
(8,177,644)
-
-
(4,095,108)
(4,095,108)
21,4571
-
-
-
14,467,686
(12,272,752)
Total
$
(1,738,096)
(6,439,547)
(6,439,547)
14,446,228
$
-
-
-
-
983,101
983,101
-
983,101
-
7,251,686
983,101
7,251,686
-
-
-
735,115
(4,095,108)
(4,095,108)
21,457
735,115
1,718,216
3,913,150
-
-
-
-
-
-
-
-
-
-
-
-
-
1 The increase in the issued capital was as a result of credit note received in relation to the share issue costs previously charged.
The above consolidated statement of equity should be read in conjunction with the accompanying notes.
Codrus Minerals Limited | 27
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2022
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Other income
Payments for exploration and evaluation
Consolidated
Notes
30 June 2022
$
30 June 2021
$
(806,407)
1,087
-
(2,556,013)
(9,276)
-
-
-
Net cash (outflow) from operating activities
17
(3,361,333)
(9,276)
Cash Flows from Investing Activities
Purchase of property, plant and equipment
Net cash (outflow) from investing activities
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity
securities
Share issue transaction costs
(40,258)
(40,258)
-
-
-
8,000,000
21,4571
(549,945)
Net cash inflow from financing activities
21,457
7,450,055
Net (decrease)/increase in cash and cash equivalents
(3,380,134)
7,440,779
Cash and cash equivalents at the start of the year
7,440,779
-
Cash and cash equivalents at the end of the year
7
4,060,645
7,440,779
1 This relates to credit note received in relation to the share issue costs previously charged.
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.
Codrus Minerals Limited | 28
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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 and Judgements
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 as at 30 June 2022 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 | 29
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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 | 30
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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 | 31
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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.
Codrus Minerals Limited | 32
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
1. Summary of Significant Accounting Policies (continued)
(k) Property, plant and equipment
All property, plant and equipment is stated at historical cost less depreciation. Historical
cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a
separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the company and the cost of the item can be
measured reliably. All other repairs and maintenance are charged to the statement of
profit or loss and comprehensive income during the financial period in which they are
incurred.
Depreciation on assets is calculated using the diminishing value method to allocate their
cost, net of their residual values, over their estimated useful lives, as follows:
Motor vehicles 40.0%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate,
at each balance date. An asset’s carrying amount is written down immediately to its
recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount. Gains and losses on disposals are determined by comparing
proceeds with carrying amount. These are included in the statement of comprehensive
income.
(l)
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.
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).
Codrus Minerals Limited | 33
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
1. Summary of Significant Accounting Policies (continued)
(l) Financial Instruments (continued)
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.
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.
Codrus Minerals Limited | 34
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
1.
Summary of Significant Accounting Policies (continued)
(l) Financial Instruments (continued)
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.
Fair value measurement hierarchy
The Company is required to classify all assets and liabilities, measured at fair value, using
a three-level hierarchy, based on the lowest level of input that is significant to the entire
fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for
identical assets or liabilities that the entity can access at the measurement date; Level 2:
Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or
liability. Considerable judgement is required to determine what is significant to fair value
and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of
valuation models. These include discounted cash flow analysis or the use of observable
inputs that require significant adjustments based on unobservable inputs.
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.
(m) 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 | 35
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
1. Summary of Significant Accounting Policies (continued)
(n) Employee benefits
(i)
(ii)
(iii)
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.
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.
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.
(o)
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 | 36
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
1. Summary of Significant Accounting Policies (continued)
(p)
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.
(q)
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.
(r)
New accounting standards and interpretations adopted by the Group
AASB 2021-3: Amendments to Australian Accounting Standards – COVID-19
Related Rent Concessions beyond 30 June 2021
The Group has applied AASB 2021-3: Amendments to Australian Accounting
Standards – COVID-19-Related Rent Concessions beyond 30 June 2021 this
reporting period.
The amendment amends AASB 16 to extend by one year, the application of the practical
expedient added to AASB 16 by AASB 2020-4: Amendments to Australian Accounting
Standards – COVID-19-Related Rent Concessions. The practical expedient permits
lessees not to assess whether rent concessions that occur as a direct consequence of
the COVID-19 pandemic and meet specified conditions are lease modifications and
instead, to account for those rent concessions as if they were not lease modifications.
The amendment has not had a material impact on the Group’s financial statements.
Codrus Minerals Limited | 37
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
(r)
New accounting standards and
(continued)
interpretations adopted by the Group
AASB 2020-8: Amendments to Australian Accounting Standards – Interest Rate
Benchmark Reform – Phase 2
The Group has applied AASB 2020-8 which amends various standards to help listed
entities to provide financial statement users with useful information about the effects
of the interest rate benchmark reform on those entities’ financial statements. As a
result of these amendments, an entity:
•
will not have to derecognise or adjust the carrying amount of financial
statements for changes required by the reform, but will instead update the
effective interest rate to reflect the change to the alternative benchmark rate;
will not have to discontinue its hedge accounting solely because it makes
changes required by the reform, if the hedge meets other hedge accounting
criteria; and
will be required to disclose information about new risks arising from the reform
and how it manages the transition to alternative benchmark rates. The
amendment has not had a material impact on the Group’s financials.
•
•
(s)
New accounting standards and interpretations not yet adopted by the Group
AASB 2020-1: Amendments to Australian Accounting Standards – Classification
of Liabilities as Current or Non-current
The amendment amends AASB 101 to clarify whether a liability should be presented
as current or non-current.
AASB 2020-3: Amendments to Australian Accounting Standards – Annual
Improvements 2018-2020 and Other Amendments
AASB 2020-3: Amendments
to Australian Accounting Standards – Annual
Improvements 2018-2020 and Other Amendments is an omnibus standard that amends
AASB 1, AASB 3, AASB 9, AASB 116, AASB 137 and AASB 141.
AASB 2021-2: Amendments to Australian Accounting Standards – Disclosure of
Accounting Policies and Definition of Accounting Estimates
The amendment amends AASB 7, AASB 101, AASB 108, AASB 134 and AASB Practice
Statement 2. These amendments arise from the issuance by the IASB of the following
International Financial Reporting Standards: Disclosure of Accounting Policies
(Amendments to IAS 1 and IFRS Practice Statement 2) and Definition of Accounting
Estimates (Amendments to IAS 8).
AASB 2021-5: Amendments to Australian Accounting Standards – Deferred Tax
related to Assets and Liabilities arising from a Single Transaction
The amendment amends the initial recognition exemption in AASB 112: Income Taxes
such that it is not applicable to leases and decommissioning obligations – transactions
for which companies recognise both an asset and liability and that give rise to equal
taxable and deductible temporary differences.
The impact of the initial application is not yet known and not been early adopted.
Codrus Minerals Limited | 38
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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)
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
(ii) 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.
(iii) Deferred Taxation
The potential deferred tax assets arising from tax losses and temporary
differences have not been recognised as an asset because the recovery of
the tax losses is not yet considered probably by the management (Note 6).
(iv)
Intercompany loan
The management assesses the recoverability of intercompany loans and
where recoverability is not certain, provision is made. All intercompany loans
have been eliminated on consolidation.
Codrus Minerals Limited | 39
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
Notes
3. Other income
Interest received
Other income
4. Expenses
Loss before income tax includes the following specific
expenses:
(a) Administrative costs:
Legal fees
Investor relations
Other administration costs
Total administration cost
(b) Consultancy Expenses
Consultancy expense
Total consultancy expense
(c) Employment benefits expense
Salary and wages expense
Directors’ fees
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
(e) Depreciation expense1
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 2022
$
30 June 2021
$
1,087
1,087
-
-
8,167
137,989
120,916
267,072
70,758
70,758
73,454
96,154
73,220
79,129
321,957
69,902
69,902
5,884
6,363
6,545
11,381
24,289
55,398
55,398
66,846
-
6,350
6,159
79,355
18,057
18,057
-
33,092
-
33,092
10,000
-
10,000
1 The Company acquired a Motor Vehicle (at cost) of $36,352 (30 June 2021: Nil) and Computers (at cost) of
$3,906 (30 June 2021: Nil) during the year. Accumulated depreciation and depreciation charged during the
year amounted to $5,884 (30 June 2021: Nil), resulting in Net Book Value of $34,374 as at 30 June 2022. (30
June 2021: Nil)
Codrus Minerals Limited | 40
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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 2022
$
30 June 2021
$
-
-
-
-
-
-
-
-
-
-
-
-
(4,095,108)
(6,439,547)
Tax expense/(benefit) at the tax rate of 25% (2021: 26%)
(1,023,777)
(1,674,282)
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
183,779
8,753
-
-
831,245
255,606
1,820,000
-
(550,165)
148,841
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% (2021: 25%)
3,897,444
974,361
572,465
143,116
Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
Potential tax benefit at 25% (2021: 25%)
319,389
79,847
110,754
27,689
Codrus Minerals Limited | 41
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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
Consolidated
2022
$
2021
$
4,060,645
-
4,060,645
7,440,779
-
7,440,779
Cash on hand is non-interest bearing. Cash at bank bears interest rates between 1.05% and 1.35%
(2021: 0.00% and 0.00%). This amount includes $40,000 (2021: Nil) being placed as deposit for credit
card facility.
(c) Deposits at call
Deposits at call are bearing interest rates of nil. (2021: Nil)
8. Trade, Other Receivables and Prepayments
Current
(a) Other receivables
(b) Prepayments
51,625
61,407
68,109
27,527
Past due and impaired receivables
As at 30 June 2022, there were no other receivables that were past due or impaired. (2021: 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
2022
$
2021
$
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
-
-
2,556,013
(2,556,013)
-
-
7,000,000
392,863
(7,392,863)
-
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 United States 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 that were 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 | 42
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
10. Trade & Other Payables
Current
Trade and Other Payables
Accruals
Total current trade & other payables
Consolidated
2022
$
2021
$
227,855
23,687
251,542
261,950
10,000
271,950
There are no payables that are considered past due as at 30 June 2022 (2021: Nil).
11. Provisions
Current
Employee entitlements
Total current provisions
50,061
50,061
6,077
6,077
Consolidated
2022
Shares
2022
$
Consolidated
2021
Shares
2021
$
75,000,004 14,467,686
75,000,004
14,446,229
75,000,004 14,467,686
75,000,004
14,446,229
12.
(a)
Issued Capital
Issued and unissued
share capital
Ordinary shares – fully
paid
Total issued and unissued
share capital
(b) Ordinary Shares
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 | 43
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
Date
Number of
Shares
Issue Price
Total
$
$
12. Contributed Equity (continued)
(e) Movements in issued capital
Opening Balance 1 July 2020
Acquisition of Minerals Rights
Initial Public Offering
Less: Transaction costs
Closing Balance at 30 June 2021
Opening Balance 1 July 2021
Less: Transaction costs
Closing Balance at 30 June 2022
16 June 2021
17 June 2021
4
35,000,000
40,000,000
75,000,004
75,000,004
-
75,000,004
0.20
0.20
1
7,000,000
8,000,000
(553,772)
14,446,229
14,446,229
21,4571
14,467,686
1 Transaction costs are positive due to refund of overpayment of previous issue costs from prior year.
Expiry date
Exercise
price
Balance at start
of year
Granted
during the
year
Issued/
(Exercise
d) during
the year
Cancell
ed/
lapsed
during
the year
Balance at
end of the
year
13.
Issued Share Options and Performance Rights
(a)
2022 unlisted share option details
17 June
2024
17 June
2023
30 cents
30 cents
Weighted average exercise
price
2021 unlisted share option details
17 June
2024
17 June
2023
30 cents
30 cents
Weighted average exercise
price
6,000,000
6,000,000
12,000,000
$0.30
-
-
-
-
-
6,000,000
6,000,000
- 12,000,000
$0.30
-
-
-
-
-
-
-
-
-
6,000,000
6,000,000
- 12,000,000
$0.30
-
-
6,000,000
6,000,000
- 12,000,000
$0.30
Codrus Minerals Limited | 44
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
13.
Issued Share Options and Performance Rights (continued)
Class of
Rights
Expiry date
Balance at
start of year
(b) Performance Rights Details 2022
Granted
during the
year
Issued/
(Exercise
d) during
the year
Cancell
ed/
lapsed
during
the year
Balance at
end of the
year
Class A
Class B
Class C
Tranche A
Tranche B
Tranche C
17 June 2026
17 June 2026
17 June 2026
23 Jul 26 &
3 Dec 26
23 Jul 26 &
3 Dec 26
23 Jul 26 &
3 Dec 26
Performance Rights Details 2021
Class A
Class B
Class C
17 June 2026
17 June 2026
17 June 2026
1,500,000
2,000,000
1,500,000
-
-
-
-
-
-
2,450,000
3,000,000
1,650,000
5,000,000
7,100,000
-
-
-
-
1,500,000
2,000,000
1,500,000
5,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,500,000
2,000,000
1,500,000
2,450,000
3,000,000
1,650,000
- 12,100,000
-
-
-
-
1,500,000
2,000,000
1,500,000
5,000,000
During the year, the Company issued 7,100,000 performance rights were issued to employees and
consultants on the following terms.
Milestone
Expiry Date
Number of
Performance
Rights
2,450,000
(Tranche A)
23 Jul 26 &
3 Dec 26
(Tranche A)
Class of
Performance
Rights
Tranche A
Performance
Rights
Tranche B
Performance
Rights
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
b)
a) 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
23 Jul 26 &
3 Dec 26
(Tranche B)
3,000,000
(Tranche B)
Codrus Minerals Limited | 45
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
Class of
Performance
Rights
Milestone
Expiry Date
Number of
Performance
Rights
(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
b)
the holder completing 24 months of continuous
employment as the Managing Director of the
Company.
Tranche C
Performance
Rights
The Company achieving a JORC compliant
inferred mineral resource estimate of either:
a) 500,000 ounces of Gold, with a minimum
cut off grade of 0.2g/t Au; or
b) 50,000 tonnes of Nickel, with a minimum
cut off grade of 0.2% Ni; or
c) 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.
23 Jul 26 &
3 Dec 26
(Tranche
C)
1,650,000
(Tranche C)
Codrus Minerals Limited | 46
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
14. Reserves
(a)
Unlisted option reserve
Opening balance
Share based payments expense – Profit and Loss
Total unlisted option reserve
Consolidated
2022
$
2021
$
946,115
-
946,115
-
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, consultants
and employees
Closing Balance
36,986
735,115
772,101
-
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
772,101
1,718,216
1,718,216
-
1,718,216
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 | 47
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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 2022, the Group had $4,060,645 (2021:
$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
2022
Trade and other Payables
251,542
251,542
251,542
For the year ending 30 June
2021
Trade and other Payables
271,950
271,950
271,950
-
-
-
-
(d) Net fair value
The carrying value and net fair values of financial assets and liabilities at balance
date are:
15. Financial Instruments, Risk Management Objectives and Policies
2022
Carrying
Amount
$
Financial assets
Cash and cash equivalents
Trade & other receivables – current
Financial Liabilities
Trade and other payables – current
4,060,645
51,625
4,112,270
251,542
251,542
Net fair
Value
$
4,060,645
51,625
4,112,270
251,542
251,542
Codrus Minerals Limited | 48
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
15. Financial Instruments, Risk Management Objectives and Policies (continued)
2021
Carrying
Amount
$
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
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
Consolidated
2022
$
2021
$
16. Earnings per Share
(a) Profit/(Loss) used in the calculation of basic EPS
(4,095,108)
(6,439,547)
(b) Weighted average number of ordinary shares (‘WANOS’)
WANOS used in the calculation of basic earnings per share:
75,000,004
2,767,127
(c) Profit/(Loss) per share (in cents)
(5.5)
(232.7)
(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.
17. Cash Flow Information
(a) Reconciliation of cash flows from operating activities with loss from ordinary activities after income tax:
Consolidated
2022
$
2021
$
Profit/(Loss) from ordinary activities after income tax
Share based payments
Depreciation
Exploration write off
Minerals rights acquired
Debt forgiven
Other
Changes in assets and liabilities:
Increase in operating receivables & prepayments
Decrease in operating trade and other payables
Increase in employee provisions
Net cash (used in) or outflow from Operating Activities
(4,095,108)
735,115
5,884
-
-
-
-
(6,439,547)
983,101
-
392,863
7,000,000
(2,116,018)
1,232
(30,800)
(20,408)
43,984
(3,361,333)
(88,934)
251,950
6,077
(9,276)
(b) Non-cash investing and financing activities
During the 30 June 2022 and 30 June 2021 financial year, there were no non-cash financing and
investing activities.
Codrus Minerals Limited | 49
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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
2022
$
20201
$
337,974
774,614
-
1,112,588
347,974
836,784
-
1,184,758
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 25 August 2022, the Company announced that a non-renounceable entitlement issue of
options will be offered to eligible shareholders on the basis of one (1) New Option for every two
(2) shares held by eligible shareholders at an issue price of $0.001 per Loyalty Option. The
purpose of the entitlement offer is to recognise the support and loyalty the Company has received
from its shareholders to date. The entitlement offer will also serve to help maintain shareholder
loyalty for eligible shareholders who have purchased shares since the Company’s shares
commenced quotation on the ASX on 21 June 2021.
Apart from the above, there were no other matter or circumstance has arisen since 30 June 2022
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 | 50
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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 2022 is as follows:
Australia
$
United States
$
Corporate
$
Total
$
For the year ending 30 June 2022
Interest income
1,087
1,087
Exploration expenditure
(1,932,139)
(623,874)
-
(2,556,013)
Total segment (loss) before income tax
(1,932,139)
(624,051)
(1,538,918)
(4,095,108)
Total segment assets 2022
-
Total segment liabilities 2022
(87,649)
-
-
4,214,753
4,214,753
(213,954)
(301,603)
For the year ending 30 June 2021
Exploration expenditure written off
Minerals Rights Acquired
Debt Forgiven
Total segment (loss) before income tax
(345,571)
(7,000,000)
2,068,413
(5,277,158)
(47,292)
-
47,605
-
-
-
-
(1,162,389)
(392,863)
(7,000,000)
2,116,018
(6,439,547)
Total segment assets 2021
Total segment liabilities 2021
-
-
-
-
7,529,713
7,529,713
(278,027)
(278,027)
(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 | 51
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
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
Loan forgiveness by Blackstone Minerals Limited
Purchases from KMP related entities
Rent of office building and shared office costs
Recharges from Blackstone Minerals Limited
Recharges from Venture Minerals Limited
Consolidated
2022
$
2021
$
405,027
36,000
362,329
803,356
84,696
6,350
571,082
662,128
Consolidated
2022
$
2021
$
-
2,116,018
53,802
54,745
160,359
-
Details of remuneration disclosures are included in the Remuneration Report on pages 14 to 20.
(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) Fair value of listed options granted
There were no listed options on issue (2021: Nil).
(b) Fair value of unlisted options granted to Directors
30 June 2022
There were no unlisted options being granted or issued to Directors during the year
(2021: $534,096).
30 June 2021
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.
Codrus Minerals Limited | 52
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
22. Share Based Payments (continued)
(b) Fair value of unlisted options granted to Directors
30 June 2021
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%.
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.
(c) Fair value of performance options granted to Corporate Advisors
30 June 2022
There were no performance options being granted or issued during the year.
30 June 2021
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 Managing Directors, Employees and
Consultants
30 June 2022
The Company issued 7,100,000 performance rights to employee and consultants
subject to various performance conditions (Refer to Note 13(b)). The share based
payment expenses recognised during the year was $735,115.
30 June 2021
The Company issued 5,000,000 performance rights to the Managing Director subject
to various performance conditions (Refer to Note 13 (b)). The share based payment
expense recognised during the year was $36,986.
Codrus Minerals Limited | 53
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2022
22. Share Based Payments (continued)
Share based payments expense
Options issued to Directors
Options issued to Corporate Advisors
Performance Rights issued to Directors
Performance Rights issued to Employees and Consultants
Total Share based payments expense
30 June 2022
$
30 June 2021
$
-
-
-
735,115
735,115
534,096
412,019
36,986
-
983,101
23. Subsidiaries
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
2022
%
2021
%
100
100
Parent
2022
$
2021
$
24. Parent Entity Information
(a)
Assets
Current assets
Non-current assets
Total assets
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
(b)
(c)
(d)
(e)
(f)
4,180,379
34,374
4,214,753
7,529,713
193,318
7,723,031
301,599
-
301,599
278,026
-
278,026
14,467,686
1,718,216
(12,272,748)
3,913,154
14,446,229
983,101
(7,984,325)
7,445,005
(4,288,423)
-
(4,288,423)
(6,391,942)
-
(6,391,942)
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022
and 30 June 2021. Other commitments are disclosed in Note 18.
The parent entity had no contingent liabilities as at 30 June 2022 and 30 June 2021, other than as
disclosed in Note 18.
Codrus Minerals Limited | 54
Director’s Declaration
In the Directors’ opinion
(a)
the financial statements and notes set out on pages 24 to 54 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 2022
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 14 to 20 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, 16 September 2022
Codrus Minerals Limited | 55
PO Box 1908
West Perth WA 6872
Australia
Level 2, 40 Kings Park Road
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 2022, 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 2022 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(n)(iii), Note 13, and Note 22 of
the financial statements)
As referred to in Note 22 to the consolidated
the Company awarded
financial statements,
7,100,000 performance rights to employees and
consultants comprising 4,500,000 performance
rights to consultants and 2,600,000 to employees.
The awards vest subject to the achievement of
certain vesting conditions. The Company valued
the performance rights based on the share price at
grant date and estimated
likelihood of
performance milestones being achieved over the
vesting period for each tranche of awards. None of
the award granted during the year have vested at
the reporting date.
Inter alia, our audit procedures included the
following:
i. Verifying
the
inputs and examining
the
the Company’s
assumptions used
valuation of performance rights;
in
ii. Challenging management’s assumptions in
relation to the likelihood of achieving the
performance conditions;
iii. Assessing the fair value of the calculation
through re-performance using appropriate
inputs; and
The Company has performed calculations to
record the related share-based payment expense
of $735,115 in the consolidated statement of profit
or loss and other comprehensive income.
iv. Assessing the accuracy of the share-based
payments expense and the adequacy of
disclosures made by the Company in the
financial report.
Due to the complex nature of the transactions 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, the
Company used assumptions in respect of future
market and economic conditions as well as
estimates of achievement of certain exploration
targets.
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 2022 but does not include the financial
report and our auditor's report thereon.
Our opinion on the financial report does not cover the other information and 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 14 to 20 of the directors’ report for the year
ended 30 June 2022.
In our opinion, the Remuneration Report of Codrus Minerals Limited for the year ended 30 June 2022
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(An Authorised Audit Company)
Martin Michalik
Director
West Perth, Western Australia
16 September 2022
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 15 September 2022 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: 55
Substantial Shareholders
The names of the substantial shareholders as at 15 September 2022:
Shareholder
Blackstone Minerals Limited
Voting Rights - Ordinary Shares
Number of Shareholders
Fully Paid Ordinary Shares
9
36
85
270
95
495
Number
35,000,004
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 35,000,004 ordinary shares subject to a 24 month escrow to 17 June 2023.
•
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.
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 5,000,000 performance rights to Managing Director
escrowed for 24 months. Expiry date 17 June 2026.
•
•
Codrus Minerals Limited | 60
Additional Shareholder Information
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
N/A
Tranche A, Tranche B, Tranche C 23 July 2026
7,100,000 19
Managing
Director
Performance
Rights
Performance
Rights –
Consultants and
Employees
Codrus Minerals Limited | 61
Additional Shareholder Information
Equity security holders
The names of the twenty largest ordinary fully paid shareholders as at 15 September 2022 are as
follows:
Position Shareholder
Number
% Held of
Issued Ordinary
Capital
1
2
3
4
5
6
6
7
8
9
10
11
11
11
11
11
11
11
12
13
14
15
16
17
18
18
19
20
20
20
BLACKSTONE MINERALS LIMITED
MR HAMISH HALLIDAY
CHIFLEY PORTFOLIOS PTY LTD
MR SIMON ANDREW TESTER
MR PHILIP JOHN CAWOOD
PISTACHIO PTY LTD
SJ CAPITAL PTY LTD
OKAVANGO INVESTMENTS PTY LTD
BALLANCE PTY LTD
MR LUKE CUNNINGHAM
MR ABDULLAH SIDDIQUI
MRS NINA KRASKOVSKAYA
VALUI PTY LTD
J & J BANDY NOMINEES PTY LTD
J & J BANDY NOMINEES PTY LTD
MR NICHOLAS STUART BEATON DUNCAN
MRS KIM ELIZABETH LOVE
SEVENTY THREE PTY LTD
BNP PARIBAS NOMINEES PTY LTD
MRS HELEN BETH TESTER
AUKERA CAPITAL PTY LTD
MRS TRA THU LE
MR ROBIN DESMOND ASHTON
BNP PARIBAS NOMS PTY LTD
APPOLO PTY LTD
AYERS CAPITAL PTY LTD
MR SHANNAN THOMAS BAMFORTH
SUNLORA PTY LTD
AUKERA CAPITAL PTY LTD
MS MELANIE WARD
35,000,004
1,650,000
995,000
992,874
900,000
800,000
800,000
700,000
650,000
600,001
514,486
500,000
500,000
500,000
500,000
500,000
500,000
500,000
497,670
463,959
450,000
442,845
440,187
351,298
350,000
350,000
340,000
300,000
300,000
300,000
46.67%
2.20%
1.33%
1.32%
1.20%
1.07%
1.07%
0.93%
0.87%
0.80%
0.69%
0.67%
0.67%
0.67%
0.67%
0.67%
0.67%
0.67%
0.66%
0.62%
0.60%
0.59%
0.59%
0.47%
0.47%
0.47%
0.45%
0.40%
0.40%
0.40%
51,688,324
68.92%
Codrus Minerals Limited | 62
Schedule of Tenements
As at 15 September 2022
Project
Location
Tenement
Interest
Bull Run (Record Mine)
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
OR152073, OR152074
OR152076, OR152077
OR152078, OR152627
OR17242 – OR17246
OR176469 – OR176514
OR178405 – OR178437
OR105272173 – OR105272184
Silver Swan South
Western Australia
Western Australia
P27/2191 – P27/2196
E27/545
Western Australia
E31/1096
0%1
0%1
0%1
0%1
100%
100%
100%
100%
100%
100%
Red Gate
Middle Creek
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
P46/1900 - P46/1912
P46/1914 - P46/1920
P46/1924
P46/2091 – P46/2095
E46/1428, E46/1429, E46/1431
P46/2046 – P46/2052
E27/682, E27/684, E27/685,
E29/1176
95%
95%
100%
Under application
Under application
Under application
Under application
Waladdi Soak
Western Australia
Key
E:
P
Exploration Licence
Prospecting Licence
Note 1: Held under an option agreement to acquire 100% of the Record Mine.
Codrus Minerals Limited | 63