Cokal Limited
Annual Report 2020

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30 JUNE 2020 ANNUAL FINANCIAL REPORT Cokal Limited ACN 082 541 437 Annual Financial Report for the year ended 30 June 2020 For personal use only Contents Corporate Information Chairman’s Letter to Shareholders Review of Operations Directors’ report Auditor’s Independence Declaration to the Directors of Cokal Limited Shareholder Information Interests in Tenements and Projects Consolidated Statement of Comprehensive Income for the year ended 30 June 2020 Consolidated Statement of Financial Position as at 30 June 2020 Consolidated Statement of Changes in Equity for the year ended 30 June 2020 Consolidated Statement of Cash Flows for the year ended 30 June 2020 Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Declaration by Directors Independent Auditor’s Report Competent Person Statement 1 2 3 14 25 26 29 30 31 32 33 34 67 68 The Total Coal Reserve estimate announced on 1st August 2017 is based on information compiled by Robert de Jongh who is a Member of the Australasian Institute of Mining and Metallurgy and an employee of ASEAMCO Pty Ltd. Mr de Jongh is a qualified mining engineer and has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking, to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Explorations Results, Mineral Resources and Ore Reserves. The Total Coal Resource estimate was announced on 29 April 2016, titled “Updated JORC Resource Statement for BBM”. The information in the report relating to Mineral Resources is based on information compiled by Yoga Suryanegara who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Suryanegara is a qualified geologist and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking, to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. The Company confirms that it is not aware of any new information or data that materially affects the information included in the announcement made on 29 April 2016 and that all material assumptions and technical parameters underpinning the estimates in the announcement made on 29 April 2016 continue to apply and have not materially changed. Corporate Information DIRECTORS Domenic Martino Patrick Hanna Karan Bangur David (Allen) Delbridge COMPANY SECRETARIES Louisa Martino Miranda Yuan REGISTERED OFFICE AND PRINCIPAL BUSINESS OFFICE Level 5 56 Pitt Street Sydney NSW 2000 Phone: + 61 2 8823 3179 COUNTRY OF INCORPORATION Australia SOLICITORS Mills Oakley Level 7, 151 Clarence Street Sydney NSW 2000 Phone: + 61 2 8289 5800 SHARE REGISTRY Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009 Phone: +61 8 9389 8033 Fax: +61 8 9262 3723 AUDITORS Hall Chadwick Level 40, 2 Park Street Sydney NSW 2000 STOCK EXCHANGE LISTING Australian Securities Exchange Ltd ASX Code: CKA INTERNET ADDRESS www.cokal.com.au AUSTRALIAN BUSINESS NUMBER ABN 55 082 541 437 COKAL LIMITED Annual Report 2020 | Page 1 For personal use only Chairman’s Letter to Shareholders Dear Shareholders, This last year has seen the development of preparations for the commencement of coal production. Operational achievements for the year include: • Mining tenders conducted for BBM which are in the final stages of negotiation; • Identification of a 98km former logging road to bypass 165km of the Barito River. Access road reconstruction is to commence shortly; • Finalisation of a Coal Evacuation Strategy for BBM; • Determination of the location of the Intermediate Stockpile (ISP) and barge loader which will be at Bumban (Muara Lahung); • 5 Year Mining Plan updated to reflect earlier mining of coking coal; • Negotiations and finalisation of contract with HSM Marine to construct and operate shallow draft self- propelled barges; and • TBAR IUP for exploration licence extended. On the financial front significant milestones were achieved, strengthening the Company’s financial health and placing Cokal in a strong financial position to enable it to progress with the financing required for the commencement of production. These milestones include: • Completion of the conversion of the Platinum Loans (now held by Alpine Invest Holding Ltd) to a per tonne coal production rate; and • Conversion of the final vendor payment for BBM to a per tonne coal production rate. These milestones, now achieved, allow the Company to complete the financing of construction of the BBM coking coal mine. I would like to take this opportunity to highlight the contribution of the team from Aahana. Since Aahana’s investment we have almost completely replaced the local operational team to include seasoned and experienced coal production personnel. This team’s contribution not only enabled the above financial achievements, but have been instrumental in the new operational plan, obtaining all necessary government approvals and negotiating successfully the required contractor agreements to enable Cokal to move to production. The Company now looks forward to the commencement of mining operations in this current financial year. I thank my fellow Board members and management as well as our in-country teams for their ongoing efforts and positive outcomes during the past year. We thank you our shareholders for your on going support. Domenic Martino Chairman COKAL LIMITED Annual Report 2020 | Page 2 For personal use only Review of Operations Cokal Limited (ASX:CKA; Cokal or the Company) is an Australian listed company with the objective of becoming a metallurgical coal producer with a global presence. Cokal has interests in four projects in Central Kalimantan, Indonesia, each with known resources of metallurgical coal. INDONESIAN COAL ASSETS Cokal holds shares in the following Indonesian coal assets in Central Kalimantan, each with known resources of metallurgical coal: • • • • 60% of the Bumi Barito Mineral (BBM) project located in Central Province, Kalimantan, Indonesia. The BBM project area is 14,980ha; 75% of PT Tambang Benua Alam Raya (TBAR) which owns an exploration tenement covering an area of approximately 18,850ha in Central Province, Kalimantan, Indonesia. This tenement is located adjacent to and southeast of the BBM project; 60% of the Borneo Bara Prima (BBP) project located in Central Province, Kalimantan, Indonesia. The BBP project area is approximately 13,050ha; 75% of the Anugerah Alam Katingan (AAK) project. This project is also located in Central Province, Kalimantan, Indonesia and has an area of approximately 5,000ha. AAK is currently on ‘on-hold’ status by Provincial Police Department (Polda Kalteng). The Police have investigated a dispute over the ownership of AAK pre-dating Cokal’s interest in the Project. Cokal is an aggrieved party and will await the outcome of the Police investigation. BBM, TBAR, BBP and AAK are located adjacent to Indomet’s extensive coking coal tenements. The Company is currently focussed on the development of the BBM Project. Cokal Indonesian Coal Assets COKAL LIMITED Annual Report 2020 | Page 3 For personal use only Review of Operations Bumi Barito Mineral (BBM) Project BBM’s permit covers an area of 14,980ha with multiple seams of high quality metallurgical coal. BBM has regulatory approvals in place including: • Mining Licence for 20 years with two further extensions of 10 years each • Environmental approval for a mining rate of 6Mt per annum • Port construction approval • Forestry Permit to commence mining activity • RKAB approval of annual plan. The BBM Permit Area is dissected by the Barito River, which cuts through the tenement in a north-south trend. Almost the entire IUP contains coal-bearing sediments with open cut mineable areas controlled by three major fault systems. Coal analyses from more than 130 outcrops on the west side of the Barito River indicate that it contains premium quality anthracite and PCI coals. This coal does not currently form part of stated BBM coal resources and provides significant potential for future expansion of BBM resources. BBM Permit Area Updated rehabilitation plans and the work plan for 2019 (RKAB) were submitted during the year and approved by the Government (Directorate General Minerals and Coal). The design of explosive storage facilities is being finalised as a basis for obtaining the required blasting permit before the end of this year. Approval is being sought to extend mining into the eastern part of Pit 2. An alternative to move directly to develop Pit 1 before extending Pit 2 is being considered. The revised plan for stockpile location, settling pond area and dumping area was submitted to the Environmental Office Agency of Central Kalimantan Province. Production and sales reports have been submitted as required. Quarterly reports were submitted to the Ministry of Energy and Mineral Resources. A Business Registration Number (NIB) was created to provide a one stop shop for government approvals for BBM. A Community Development and Empowerment Master Plan is being prepared. COKAL LIMITED Annual Report 2020 | Page 4 For personal use only Review of Operations During the survey of mining areas in Pit 3 a disused logging road was identified. This runs 98km to Bumban to bypass 165km of the most difficult parts of the Upper Barito River. This is described later in this report. No exploration activity, mining production or development was conducted by Cokal during the year. The Five Year Mine Plan was updated to form the basis for mining contracts. In February 2020 Cokal called for tenders from Tier 1 and Tier 2 contractors to: • Remove overburden and inter-burden at its BBM mine • Mine coal at BBM • Transport coal from BBM mine to the Intermediate Stockpile (ISP) and barge loader at Bumban. A shortlist of two potential contractors entered protracted negotiations which are nearing conclusion. A third contractor is being considered to obtain the minimum cost of coal delivered to the barge loader at Bumban. Coal Delivery to Market A review of mine logistics resulted in a changed coal evacuation strategy for BBM. Cokal will now haul product coal 103km on an all-weather road from BBM Pit 3 to an ISP and barge loader at Bumban (Muara Lahung) to bypass the most difficult 165km of the Upper Barito River. A barging company, HSM Marine, will be contracted to supply and operate shallow draft, self-propelled 3,000t barges which can operate in 2 to 2.5m deep water to deliver coal to a point below Muara Teweh Bridge from where it will be transferred to 8,000t river barges for the voyage down river to the mouth of the Barito River. From there coal will be transported to ships standing offshore using conventional barges. As per the current plan no land coal storage will be developed for BBM apart from stockpiles at the mine and at the Bumban barge loader. Surges in coal delivery will be accommodated using moored barges in two locations: first just downstream of the Muara Teweh bridge and second close to the mouth of the Barito River. Tambang Benua Alam Raya (TBAR) Tenement TBAR’s exploration authority covers an area of 18,850ha immediately adjacent to and south of Cokal's BBM tenement. Outcrop mapping of four seams over 17km strike length indicates a substantial resource of high grade coking coal in this deposit. It is believed these seams correlate to the B, C, D and J seams in BBM. Extension of the IUP for exploration was received in February 2020. Over 80% of the tenement area is available for exploration and mine development with 20% being protected forest. An exploration plan has been prepared to evaluate the tenement’s resource and to delineate Resources and Reserves under the JORC code. This will enable submission of an application for a Production and Operation IUP within two years. The Production and Operation IUP will be equivalent to a mining licence. No exploration activity or mining production was conducted at TBAR by Cokal during the year. However the access road from BBM Pit 3 to Bumban passes through the TBAR licence area and in surveying this road several coal outcrops were exposed which are thought to be the TBAR coking coal seams including J seam. Keeping in consideration that Cokal’s priority is to commence mining operations in BBM, the Company applied for an extension of the exploration permit for an additional year which was granted in February 2020. This extension will allow us to concentrate our efforts on commencement of mining operations in BBM without losing any granted time period for conducting exploration activities in TBAR. Such extension provides an additional 12-months to conduct exploration activity in TBAR. Borneo Bara Prima (BBP) Tenement Cokal's BBP project covers 13,050ha in Murung Raya Regency, Central Kalimantan. BBP has been granted an Exploration Forestry Permit (IPPKH) and has been confirmed on the Central Government’s Clean and Clear list. The IUP was transferred to the Central Government where it now awaits approval to be upgraded to a mining license (Production and Operation IUP). COKAL LIMITED Annual Report 2020 | Page 5 For personal use only Review of Operations A business license decree for operation foreign mining production (IUP OP PMA) from the Capital Investment Coordination Board Centre (BKPM) was received in Q1 2019. Work plans and the budget (RKAB) 2019 have been submitted to the government (Directorate General Minerals and Coal). No exploration activity was conducted in BBP during the year. Anugerah Alam Katingan (AAK) Tenement Cokal's AAK project covers 5,000ha in Central Kalimantan. Applications for the Exploration Forestry Permit (IPPKH) and Clean and Clear Certificates continue to be processed. Cokal continues to monitor the progress of the regulatory upgrade approvals for AAK. No exploration activity was conducted in AAK during the year. FORMER LOGGING ROAD (BBM and TBAR) Logging roads from BBM Pit 3 to Bumban port During detailed surveying around BBM Pit 3 a disused 10 to 11m wide logging road was identified and traced to connect to another logging road now in use to transport coal and timber to ports 165km down river from Cokal's previously planned river port at Krajan. The disused logging road is 46km long to join the road now in use, which runs another 52km to the proposed ISP and barge loader at Bumban, total 98km. The 46km road is almost all within the license areas for BBM and TBAR. This 98km road bypasses 165km of the most difficult parts of the Upper Barito River to a point on the river now in regular use for barge transport for most of the year using conventional barges. Using shallow draft barges from this location Cokal will be able to transport coal to market throughout every month of the year. This is essential to meet the demands of steel mill customers and to avoid deterioration of the coking properties of the coal when in stockpiles. The base of the disused logging road is still in place although vegetation has intruded along the edges. The 52km road now in use is in good condition for 30t trucks, the size intended to be used by Cokal. COKAL LIMITED Annual Report 2020 | Page 6 For personal use only Review of Operations Cokal's team conducted a detailed survey of the road to map and mark the complete route and to assess the requirements to upgrade the road in terms of width and gradient for use by 30t trucks. A drone survey with photographs was conducted on the 46km of the road to be reconstructed. Cokal has established its right to use these roads and assessed the cost of a program to upgrade the now disused section of the road. This has been adopted as the main logistics route to bring BBM and TBAR coal to market via a barge loader at Bumban. Disused logging road Former logging road now being used as a haul road COKAL LIMITED Annual Report 2020 | Page 7 For personal use only Review of Operations Former logging road now being used as a haul road The first 46km from BBM's Pit 3 will be reformed to 12m wide with 2m shoulders. Steep sections of the road will be cut and filled as required to achieve a maximum 8% gradient for uphill loaded hauls, 10% on downhill loaded sections. It is planned to haul coal in 30t trucks so relatively tight curves can still be accepted. The surface of the old road is still intact and not severely rutted, indicating the road may be reformed into an all-weather road by using the existing gravel and implementing careful drainage control. 49 new culverts will be required plus three bridges. Cokal will have exclusive use of this section of the road. Reconstruction of this section of the road will be in two stages: first to gain road access to Pit 3 and then to upgrade the road to be suitable for coal haulage. Only when road access has been achieved can the mining equipment be brought to site and mining commenced. The second 52km of the road is already in use by logging and mining companies but traffic is not heavy. Cokal will share the maintenance of this road with current users. The logging company which built and previously used this road has been engaged to provide advice and facilitate social acceptance of the road reconstruction. They will also provide the timber and technology to rebuild culverts and bridges. Sources of gravel have been identified which can be used to maintain the road all weather capability throughout the period of mining. An andesite deposit at the mid-point of the haul road has the potential to be a long term reliable source of gravel. BBM has secured an exclusive permit to use the haul road from Pit 3 to the 52km intersection. COKAL LIMITED Annual Report 2020 | Page 8 For personal use only Review of Operations COAL BENEFICIATION Where the haul road crosses the outcrop of the J seam in TBAR it is intended to take advantage of the similarities in the quality and characteristics of the J seam in BBM and TBAR. When the access road development reaches the J seam outcrops a full scale comprehensive screening test will be undertaken to confirm the extent to which the ash can be lowered by screening alone instead of screening and water washing. Most of the ash in run-of-mine (ROM) coal in the J seam occurs in two or three thin (50mm) mudstone bands which are much harder than the friable vitrinite which comprises 90 to 92% of the coal. It is expected that the average 13% ROM ash can be reduced to less than 7% ash by screening alone. Bearing in mind the BBM exploration experience of washing coal cores at 1.6sg provided 85% yield at 5 to 6% ash, this is not an unreasonable expectation. Coal with 7% ash, combined with the high swelling index, low sulphur and ultra-low phosphorus, will be easily marketed compared with most coking coals on the market. The elimination of the need for water only jig washing will be a significant simplification of the processing of coking coal from BBM and will enable it to be relocated as the mining operation advances to minimise ROM coal haul distances. The coal processing plant will be constructed to enable the subsequent addition of a coal washing jig should it be determined that it will be more economical to produce a lower (5 to 6%) ash product. SHALLOW DRAFT BARGING During the year a detailed Bathymetric Survey of 400km of the Barito River was completed jointly by Cokal and HSM Marine. The area surveyed included the three shortlisted ISP and barge loading sites at Bumban and the bridge at Muara Teweh. The detailed survey provided critical information required for infrastructure development associated with barge loading and operation This indicated that the site furthest downstream was preferred as a site for the barge loader when viewed from the water side only. However this site will be subject to regular flooding, an important parameter to consider in the Upper Barito River. A fourth site further upstream, not included in the bathymetric survey, looks favourable from the land side. This is now being assessed. It is likely a further bathymetric survey will be required. The bathymetric survey identified an acceptable navigation channel for shallow draft self-propelled barges from the jetty sites being considered to below the Muara Teweh bridge, at which point the coal will be transferred into 8,000t barges for the remainder of the voyage. HSM has finalised its design of shallow draft 3,000t self-propelled barges to provide year round transport of coal to below the Muara Teweh Bridge. 3,000t Self Propelled Shallow Draft Barge Schematic COKAL LIMITED Annual Report 2020 | Page 9 For personal use only Review of Operations The main design elements of these barges include: • Deck mounted azimuth thrusters which rotate 3600 to propel and steer the barge; • Bow thruster to assist directing the bow in the preferred navigation channel; • Forward controls for optimum visibility and control; • Operates fully loaded in 3m water depth, partly loaded in shallower water. Self-Propelled Shallow Draft Barge These 100m long barges will be able to rotate in a little over their length to be highly maneuverable. This will be valuable in negotiating passage under bridges and tight bends in the navigable river channel. HSM has designed a custom 8,000t floating transfer vessel to be moored at a point in the river just below the Muara Teweh Bridge. MINE OPERATIONS STAFF Cokal/BBM has appointed the following senior mine operations staff in preparation for the imminent commencement of mining operations at its BBM mine in Central Kalimantan. This team will integrate with existing staff to plan and manage Cokal's BBM and other mines which will be operated mainly by contractors. General Manager Mines: Masruri Yahya joined Cokal from PT Sriwijaya Bara Priharum where he was Operational and Technical Director. Masruri has 31 years mining experience with 17 years high level management and 14 years’ experience in all aspects of mining including mine engineering, mine operations, SHE and Permitting. His distinguished and varied career includes Chief Operating Officer for PT Darma Henwa Tbk, experience in USA and Indonesia with PT BHP Coal Indonesia/PTArutmin Indonesia, including Senakin Mine, and as a Director at PT Saka Technology Indonesia. He was Mine Manager/Kepala Teknik Tambang at PT Arutmin Indonesia's Asam-Asam mine in South Kalimantan where he became Regional Mine Manager and Head of Mine Engineering to complete all infrastructure facilities at the mine and port and then became Chief Operating Officer. Senior Mining Engineer: Muhamad Arie Cahyono joined Cokal from PT Thiess Contractor Indonesia where he was Senior Engineer Mine Plan Technical Service in Jakarta. Arie has 15 years mining experience including six years with PT Gunung Bayan Resources Tbk where he worked in all aspects of the mining operation including validating geological models, developing pit and dump designs and dewatering strategies and ensuring mining contractors adhered to the company's mine plans. He is an expert user of mining and geological modeling software used by Cokal and is competent to evaluate resources and reserves. COKAL LIMITED Annual Report 2020 | Page 10 For personal use only Review of Operations Senior Geologist: Luki Wilianto joined Cokal from PT Thiess Contractors Indonesia where he was the Senior Reconcile Geologist. Luki has 15 years mining experience with extensive expertise in deposit modeling and resource calculations. While with PT Wahana Baratama Mining in South Kalimantan, a member of the Bayan Resources group, he managed the coal quality of mine production by contractors, created and maintained geological models, incorporated field data into the model, estimated resources and reconciled reserves between model and actual. Luki is competent to evaluate resources for Cokal. Senior Civil Engineer: Loke Cherng Huei joined Cokal to guide its development and construction of facilities for BBM. Loke has 33 years’ experience in construction, mining and project management. Most recently he has been a Director of Desaria Plantations and General manager of Desria Properties in Malaysia. Chief Surveyor: Andri Ferdinand joined Cokal from Desaria Sdn Bhd. He has over 14 years survey experience using advanced technology and remote sensing software for post processing data. He also has community development and public relations capability. Senior Surveyor: Tee Kok Hui joined Cokal from Island and Partners Sdn Bhd. He has 41 years’ experience in many aspects of the construction industry. For Cokal he is managing survey teams preparing the data for road, port and mine design. CEO Jim Coleman welcomed these experienced staff who joined the Cokal team and are preparing to embark on the development of the BBM mine and the exploration of the TBAR deposit. This addition to our technical and operational team provides the backbone Cokal needed to bring to fruition the development of the valuable assets it holds in Central Kalimantan. CORPORATE ACTIVITY BT Bara Mineral Asri (BMA) BMA has contributed US$2 million to Cokal to be repaid from the sale of coal when mining commences. This will be paid at US$10/t for coal sales at US$100/t or greater and 10%/t for coal sold at less than US$100/t. BMA indicated last year it will submit a revised proposal for cooperation but so far this has not been received. Aahana Global Resources and Investment Pte Ltd (AGRI) During the 2019 financial year Aahana Mineral Resources SDN BHD (AMR), an associate company of Aahana Global Resources & Investment Pte Ltd (AGRI), completed the acquisition of a substantial shareholding in Cokal Limited. AMR/AGRI is now the largest single shareholder in Cokal. In April 2019 AGRI nominated its first director to be appointed to the Cokal Limited board as Mr. Karan Bangur. Mr. Bangur is the CEO of Aahana Global Resources & Investment Pte Ltd and has over 10 years’ experience in the South East Asian region in mining and resources companies. He is a most welcome and valuable addition to our team. AGRI, under AMR, fully underwrote the Cokal Entitlement Offer to raise approximately AU$5.1 Million that completed in August 2019. Further to this AGRI is proceeding with discussions with the Company to arrange a suitable financing package for the immediate development of the BBM Coking Coal project. AGRI appointed its second Board member to Cokal Limited, Mr David (Allen) Delbridge. Allen has a Bachelors degree in Mining Engineering (University of NSW, Australia) with Honours and has over 30 years’ experience in the mining industry. He is a member of PERHAPI and the AusIMM, and a recognised competent person under the KCMI code as well as for JORC reserve statements for open cut coal. COKAL LIMITED Annual Report 2020 | Page 11 For personal use only Review of Operations Allen has international experience, working as an expatriate in Indonesia where he led a team of local employees and gained significant site operations experience. He has been responsible for short term compliance and long-term development and strategic planning across many different operations and minerals. Allen’s coal mining experience adds to the Board’s technical and operational knowhow, and his Indonesian coal mining experience strengthens the Company’s capability in operating in its key area of operations in Kalimantan. He has provided valuable advice to the mining team. Krakatau National Resources (Krakatau) Meetings were held with senior management of Krakatau to discuss the future sale to them of both PCI coal and coking coal. Krakatau indicated its PCI capable blast furnace will require 7,000 to 10,000t/month PCI coal. They requested a 10kg sample of our PCI coal which was provided and analysed. Favourable comment was subsequently received from Krakatau. Liaison is ongoing. Krakatau is currently obtaining its PCI coal from Australia. If they take delivery of BBM PCI coal in the upper Barito River, as they have done previously for others, Cokal may be able to negotiate an arrangement attractive for both parties. Krakatau Steel has presented the opportunity to work together on their met coke plant as BBM provides them a domestic and reliable source of raw material once operational. Discussions are ongoing. Conversion of Balance of Platinum Debt to Royalty During the year the Company consented to the assignment of its Blumont Loan and Northrock Loan (together the “Platinum Loans”) to Alpine Invest Holdings Ltd. Cokal has agreed to the assignment on the following terms: • • • each of the Subsequent Conditions for the conversion of the Platinum Loans to a royalty is irrevocably satisfied or otherwise waived, resulting in the debt being discharged; the royalty/commission payable to Alpine will be the greater of: o USD 10,000 per month; and o USD 2.00 per tonne of coal sold by BBM and TBAR on a monthly basis; and the maximum royalty payment of US$40million remains the same and will be payable through the first 20 million tonnes of coal produced and sold by both BBM and TBAR. Short-Term Debt Facility In May 2020 Cokal raised a short-term debt facility totalling US $300,000 from Aahana Minerals Resources SDN BHD. The facility is unsecured and interest is calculated as Singapore Interbank Offered Rate (SIBOR) + 3% per annum. The facility will be used to fund activities to commence initial road works preparations and for working capital. As at 30 June 2020, $ Nil amount of this facility has been utilised. Entitlement Offer In June 2019 the Company announced a fully underwritten non-renounceable entitlement offer of one (1) new share for every eight (8) Cokal shares held at an issue price of AU$0.05 per new share to raise approximately AU$4.7 million (US$3.0 million) before costs. At the closing date of the entitlement offer shareholders had taken up approximately AU $1.7 million. The directors placed some of the shortfall with the remainder placed with the Company’s major shareholder and underwriter, Aahana Global Resources & Investment Pte Ltd. The funding raised is being used towards current operating costs, payment of regulatory dues, trade creditors, initial infrastructure development and upgrading of existing facilities at the BBM mine site. COKAL LIMITED Annual Report 2020 | Page 12 For personal use only Review of Operations Conversion of Vendor Payment to Royalty As part of the Group’s acquisition of its interest in the BBM project, it was agreed that an amount of US$10.0 million would be payable within 30 days of the issue of the Production/ Operations IUP (mining license granted under the Indonesian New Mining Law). On 1 May 2013, the Production/Operations IUP was granted but the payment to the vendor was deferred pending the issuance of the Forestry Production Permit (required to commence the construction and production). On 15 August 2015, Cokal received BBM’s Forestry Production Permit. On 3 March 2016, the Group executed a variation letter with the vendor whereby the parties agreed the obligation for $10.0 million payment would be triggered when Cokal had sufficient funds for commencement of the construction/ development of the BBM project. During the year the Company entered into a further agreement with the vendor of BBM for vendor payments due on commencement of production. It has now been agreed that an amount of US$10.5 million will be paid via: 1. US$200,000 within 30 days of signing the agreement; 2. During the first and second year of coal sales to a third party, monthly at a rate of US$2 per tonne of coal sold; 3. From the third year of coal sales to a third party, monthly at a rate of US$3 per tonne of coal sold. Payments under items 2 and 3 are to total US$10.3 million. Company Secretary The Company appointed Ms Yuan Yuan (Miranda) as joint Company Secretary during the year. COVID-19 Both Indonesian and Australian operations have responded to the COVID-19 virus pandemic. Staff and contractors have been minimally impacted and operations continue as planned. There have been some delays with finalising contracts due to travel restrictions, with analysis of contractor bids for mining operations and finalisation of the infrastructure agreement with China Rail delayed. The Company has a focus on the well-being of its staff, contractors and the broader community and has implemented measures to ensure their well-being including; health screening and temperature monitoring, spatial distancing protocols, a high level of hygiene, change in flow of staff to and from the local community, and the minimisation of staff in the Jakarta and Sydney administrative offices. COKAL LIMITED Annual Report 2020 | Page 13 For personal use only Directors' Report Your Directors present their report for the year ended 30 June 2020. The following persons were Directors of Cokal Limited (“Group”, “consolidated entity” or “Cokal”) during the financial year and up to the date of this report, unless otherwise stated: Domenic Martino, Non-Executive Chairman (Appointed Director on 24 December 2010 and Chairman on 27 January 2017) B. Bus, FCPA Mr. Martino, 64 is a Chartered Accountant and an experienced director of ASX listed companies. Previously CEO of Deloitte Touch Tohmatsu in Australia, he has significant experience in the development of "micro-cap" companies. • Former CEO Deloitte Touche Tohmatsu Australia. • Key player in the re-birth of a broad grouping of ASX companies including Sydney Gas, Pan Asia, Clean Global Energy, NuEnergy Capital. • Strong reputation in China. • Lengthy track record of operating in Indonesia, successfully closed key energy and resources deals with key local players. • Proven track record in capital raisings across a range of markets. During the past three years Domenic has also served as a Director of the following ASX listed companies: • PYX Resources Limited (appointed 3 August 2012, resigned 31 January 2020) Patrick Hanna, Non-Executive Director (Appointed on 24 December 2010) B. Applied Science (Geology), CPI, FAusIMM Mr Hanna has over 40 years’ experience as a coal geologist in the areas of exploration and evaluation including planning, budgeting and managing drilling programs in Australia and Indonesia, gained since graduating from the University of New South Wales in 1976. Mr Hanna has authored and co-authored numerous coal industry publications. • Geologist, 67, over 40 years’ experience all in coal. • Extensive experience in Indonesian coal. • Exploration Manager for Riversdale Mining, principal responsibility for discovery and documentation of new coking coal basin in Mozambique. • Ex-member of JORC committee. • Principal Geologist SRK Australia for 6 years. • Author of 19 technical publications. • Reviewed and consulted on over 40 coal projects globally. During the past three years Patrick has not served as a director of another listed company. Karan Bangur, Non-Executive Director (Appointed on 10 April 2019) BCom Mr Bangur, 35 has over a decade of experience in operating mining and logistics projects in South East Asia. He is well experienced and familiar with Indonesian mining and general laws relating to on ground operations due to Indonesia. in several projects his experience in Current ongoing and previous projects include: • Operations of thermal coal mine in Tanah Grogot, East Kalimantan in capacity of financier. • Operating fleet of HEMM (Heavy Earth Moving Equipment) in thermal coal mine project in Tarakan, North Kalimantan in capacity of owner. • He currently serves as Managing Director of Aahana Global Resources & Investment Pte Ltd, which is primarily an investment and holding Co incorporated in Singapore 2008- Present. • He serves as Director in Aahana Mineral Resources Sdn Bhd, which is the single majority shareholder in Cokal Ltd. 2019 - Present. • Previous assignments involve evaluation and planning of Iron Ore, Bauxite Ore and Graphite concentrate recovery projects in Indonesia. • Previous projects logistics and port include development in Indonesia and other parts of SE Asia. • Development and operating Iron Ore tenement in Malaysia including HEMM fleet management and rental services. David (Allen) Delbridge, Non-Executive Director (Appointed on 17 March 2020) B.Mining Engineering, PERHAPI, AusIMM Mr Delbridge has over 30 years’ experience in the mining industry. He is a recognised competent person under the KCMI code as well as for JORC reserve statement for open cut coal. He has international experience, working for over 7 years as an expatriate in Indonesia. He has significant on- site operations experience, interactively providing practical and technical direction and team leadership for maintaining and improving mining operations at a senior leadership level. Current ongoing and previous projects include: • Worked at Citic Pacific Mining on its Sino Iron Ore project in Western Australia • Worked at Jiujiang Mining Australia Pty Ltd on its Cairn Hill project in South Australia • Worked at Bayan Resources Group as Manager – Mine Planning and Development in Jakarta with operational sites in Kalimantan COKAL LIMITED Annual Report 2020 | Page 14 For personal use only Directors' Report The following person was Chief Operating Officer of Cokal Limited (“Group”, “consolidated entity” or “Cokal”) during the financial year and up to the date of this report, unless otherwise stated: Gerhardus (Garry) Kielenstyn, Executive Director (Appointed 27 January 2017, Resigned 21 August 2019) Mr. Kielenstyn, 65 has been a member of the senior management team in the capacity of Chief Operating Officer since June 2016 and prior to that was Cokal’s Indonesian Country Manager / President Director PT Cokal (PT Cokal is a 100% owned subsidiary of Cokal) since May 2013. Mr. Kielenstyn is an expatriate based in Kalimantan, he is a veteran of the Indonesian mining and civil contracting industries. His first Indonesian based role was in the 1974 and has been living and working in country since 1990. His previous roles include: • Project Manager and Area Manager with Petrosea one of Indonesia’s biggest mining and civil contractors • Construction Manager, Mining Manager, Operations Manager, General Manager and Resident Manager for well recognized Indonesian Mining Companies such as PT PT Indo Muro Kencana / Straits Resources, PT Yuga Eka Surya, PT Ganda Multi Energi and PT Baramulti Sugih Sentosa. Garry has a strong track record for bringing projects through construction to production in remote parts of Indonesia. Importantly he has a long and successful track record in the Murung Raya regency where Cokal’s premier Bumi Barito Mineral (BBM) project is located. Mr James (Jim) Coleman is Chief executive Officer whose details are below. James (Jim) Coleman, Chief Executive Officer (Appointed on 27 July 2018) B. Eng (Hons, Mining), FAusIMM Mr Coleman, 74 has a proven 51-year track record in corporate management of operations for large successful companies including Riversdale Mining, The Griffin Group, The Electricity Trust of South Australia, Utah Development Company and Rio Tinto. He has led multi-faceted teams and consortia for large coal projects in developing countries and also specialised in deep mines in soft saturated strata. Mr Coleman was responsible for the development of Thailand’s 14 million tonnes per annum coal mine which feeds directly into EGAT’s on-site power station in northern Thailand. As a mining engineer, he has over 50 years’ experience in open cut and underground mining specialising in mine management, project development and operation using a variety of equipment including extensive application of in- pit crushing and conveying systems. He designed strategic mine planning to optimise economic returns for various coal operations. He was also responsible for the integrated projects in Australia, development of Mozambique, Thailand, The Philippines, India and throughout SE Asia. Mr Coleman has specific expertise in application of selective mining systems for low ash high quality coals to minimise dilution. Jim possesses a high awareness in the application of shallow river barging systems to transport coal from inland projects over long distances. He participated in the successful evaluation of 500 km shallow water barging on the Zambezi River in Mozambique for the transportation of coking coal from Riversdale’s Benga project to off-shore mother vessels. This experience is in line with Cokal’s plans to use shallow-river barging on the Barito River to deliver the coking coal in good condition to the nearby Asian market place. Through the 1980s and 1990s, he owned and managed a highly successful mining consulting business (Coleman and Associates) employing some 40 mining professionals and managing operations concurrently throughout Australia and in five countries including Australian Government aid funded projects in SE Asia. The following persons were Company Secretaries of Cokal Limited (“Group”, “consolidated entity” or “Cokal”) during the financial year and up to the date of this report, unless otherwise stated: Louisa Martino (Youens), Joint Company Secretary (Appointed on 9 August 2017) BCom, CA Ms Martino provides company secretarial and accounting services to a number of listed entities through Indian Ocean Capital. Previously Ms Martino worked for a corporate finance company, assisting with company compliance (ASIC and ASX) and capital raisings. She also has experience working for a government organisation its Business Development division where she performed reviews of business opportunities and prepared business case analysis for those seeking Government funding. in Prior to that, Ms Martino worked for a major accounting firm in Perth, London and Sydney where she provided corporate advisory services, predominantly on IPOs and also performed due diligence reviews. She has a Bachelor of Commerce from the University of Western Australia, is a member of Chartered Accountants Australia and New Zealand and a member of the Financial Services Institute of Australasia (FINSIA). Miranda Yuan, Joint Company Secretary (Appointed 1 July 2020) MFin, MCom, CPA Ms Yuan provides comprehensive accounting services and auditing assistance to a number of public and listed companies through Indian Ocean Corporate. She has experience in company secretarial work in a broad range of ASX listed companies. She also has experience working COKAL LIMITED Annual Report 2020 | Page 15 For personal use only Directors' Report as a Finance Analyst to provide corporate advisory services for cross-border M&A, capital raisings, IPOs/RTOs and to perform due diligence reviews. Ms Yuan is an honours graduate in Finance from Aberdeen University, she holds a Master degree of Commerce in Finance from the University of New South of Wales and Master degree of Professional Accounting from Charles Sturt University. Ms Yuan is an Associate member of Certified Practicing Accountant (CPA) Australia. Interests in Shares and Options At the date of this report, the interests of the Directors in the shares of Cokal Limited are shown in the table below. Domenic Martino Patrick Hanna Karan Bangur David Delbridge Ordinary Shares Options 41,688,512 27,900,000 - - 184,641,719 37,500,000 - - Principal Activities The principal activities of the consolidated entity during the financial year were focused on the identification and development of coal within the highly prospective Central Kalimantan coking coal basin in Indonesia. Operating Results For the year ended 30 June 2020, the loss for the consolidated entity after providing for income tax was US$2,573,822 (2019: US$1,855,717). Dividends Paid or Recommended There were no dividends paid or recommended during the financial year. Review of Operations Detailed comments on operations and exploration programs up to the date of this report are included separately in the Annual Report under Review of Operations. Review of Financial Condition Capital Structure At 30 June 2020, the consolidated entity had 923,382,313 ordinary shares and 96,000,000 unlisted options on issue. Financial Position The net assets of the consolidated entity have increased by US$908,150 from US$7,946,720 at 30 June 2019 to US$8,853,708 at 30 June 2020. Treasury Policy The consolidated entity does not have a formally established treasury function. The Board is responsible for managing the consolidated entity’s finance facilities. Some goods and services purchased by the consolidated entity, along with the payments made to the vendors of the Kalimantan coal projects, are in foreign currencies (AU dollars or Indonesian Rupiah). The consolidated entity does not currently undertake hedging of any kind. to Liquidity and Funding The consolidated entity believes it has sufficient access to funds and exploration/development activities, and to allow the consolidated entity to take advantage of favourable business opportunities, not specifically budgeted for, or to fund unforeseen expenditure. operations finance its Significant Changes in the State of Affairs There have been no significant changes in the Group’s state of affairs during the year ended 30 June 2020. Significant Events after Reporting Date the There have been no significant events after reporting date. Future Developments, Prospects and Business Strategies Likely developments in the operations of the consolidated entity and the expected results of those operations in subsequent financial years have been discussed where appropriate in the Annual Report under Review of Operations. There are no further developments of which the Directors are aware which could be expected to affect the results of the consolidated entity’s operations in subsequent financial years. COKAL LIMITED Annual Report 2020 | Page 16 For personal use only Directors' Report Business Results The prospects of the Group in developing its properties in Indonesia may be affected by a number of factors. These factors are similar to most exploration companies moving through the exploration phase and attempting to get projects into production. Some of these factors include: • Exploration - the results of the exploration activities at the BBM project and the tenements in Central Kalimantan may be such that the estimated resources are insufficient to justify the financial viability of the projects. • • Regulatory and Sovereign - the Group operates in Indonesia and deals with local regulatory authorities in relation to the operation and development of its properties. The Group may not achieve the required they may be local significantly delayed enabling it to commence production. regulatory approvals, or Funding - the Group will require additional funding to move from the exploration/development phase to the production phase of the BBM project and the tenements in Central Kalimantan. There is no certainty that the Group will have access to available financial resources sufficient to fund its capital costs and/or operating costs at that time. • Development - the Group is involved in developing greenfield projects in Indonesia which could result in capital costs and/or operating costs at levels which do not justify the economic development of the project. • Market - there are numerous factors involved with early stage development of its properties such as the BBM project, including variance in commodity price and labour costs which can result in projects being uneconomical. in relation to Environmental Issues The consolidated entity is subject to environmental regulation its exploration activities. Indonesia where the Group’s main project is located in the principal laws are Act No.41 of 1999 regarding Forestry (the Forestry Law), Act No.4 of 2009 regarding Minerals and Coal Mining (the Mining Law) and Act No. 32 of 2009 regarding Environmental Protection and Management (the Environment Law). There are no matters that have arisen in relation to environmental issues up to the date of this report. Non-Audit Services No non-audit services were provided by Cokal’s auditor, Hall Chadwick during the financial year ended 30 June 2020 (2019: Nil). Remuneration Report (Audited) This remuneration report for the year ended 30 June 2020 outlines the remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required by section 308(3C) of the Act. The remuneration report details the remuneration arrangements for key management personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the consolidated entity. For the purposes of this report, the term “executive” includes the Chief Executive Officer, directors and other senior management executives of the Group. Remuneration report approval at FY19 AGM The remuneration report for the 2019 financial year received positive shareholder support with proxy votes of 92.8% in favour (of shares voted). Remuneration Policy The performance of the consolidated entity depends upon the quality of its directors and executives. To prosper, the consolidated entity must attract, motivate, and retain highly skilled directors and executives. The Board does not presently have a Remuneration and Nomination Committee. The directors consider that the consolidated entity is not of a size, nor are its affairs of such complexity, as to justify the formation of any other special or separate committee at this time. All matters which might be dealt with by such a committee are reviewed by the directors meeting as a Board. in carrying out the functions of the The Board, Remuneration and Nomination Committee, is responsible for the compensation arrangements of senior executives and consultants. reviewing and negotiating in carrying out the functions of the The Board, Remuneration and Nomination Committee, assess the appropriateness of the nature and amount of remuneration of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Such officers are given the opportunity to receive their base remuneration in a variety of forms including cash and fringe benefits. It is intended that the manner of payments chosen will be optimal for the recipient without creating undue cost for the consolidated entity. The consolidated entity aims to reward the Executive Directors and senior management with a level and mix of remuneration commensurate with their position and responsibilities within the consolidated entity. The Board’s policy is to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering short and/or long- term incentives as appropriate. In accordance with best practice corporate governance, the structure of non-executive directors, Executive Directors and senior management remuneration is separate and distinct. COKAL LIMITED Annual Report 2020 | Page 17 For personal use only Directors' Report Non-executive Director Remuneration The Board seeks to set aggregate remuneration at a level which provides the consolidated entity with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. The Constitution of Cokal Limited and the ASX Listing Rules specify that the non-executive directors are entitled to remuneration as determined by the consolidated entity in a general meeting to be apportioned among them in such manner as the Directors agree and, in default of agreement, equally. The aggregate remuneration currently determined by Cokal Limited is AU$500,000 per annum. Additionally, non-executive directors will be entitled to be reimbursed for properly incurred expenses. If a non-executive director performs extra services, which in the opinion of the directors are outside the scope of the ordinary duties of the director, the consolidated entity may remunerate that director by payment of a fixed sum determined by the directors in addition to or instead of the remuneration referred to above. However, no payment can be made if the effect would be to exceed the maximum aggregate amount payable to non-executive directors. A non-executive director is entitled to be paid travel and other expenses properly incurred by them in attending directors’ or general meetings of Cokal Limited or otherwise in connection with the business of the consolidated entity. The remuneration of the non-executive directors for the year ending 30 June 2020 is detailed in this Remuneration Report. reward Executives for consolidated entity and individual performance; Executive Directors and Senior Management Remuneration The consolidated entity aims to reward the Executive Directors and senior management with a level and mix of remuneration commensurate with their position and responsibilities within the consolidated entity so as to: • • align the interests of executives with those of shareholders; • • ensure total remuneration is competitive by market standards. The remuneration of the Executive Directors and senior management may from time to time be fixed by the Board. As noted above, the Board’s policy is to align the Executive Directors and senior management objectives with shareholder and business objectives by providing a fixed remuneration component and offering short and/or long-term incentives as appropriate. link reward with the strategic goals and performance of the consolidated entity; and The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Short-term incentives may be provided in the form of performance bonuses. Fixed remuneration and short-term incentives are reviewed annually by the Board, in carrying out the functions of the Remuneration Committee, and the process consists of a review of Company-wide and individual performance, relevant comparative remuneration in the market and internal, and where appropriate, external advice on policies and practices. Senior management are given the opportunity to receive their fixed remuneration in a variety of forms including cash and fringe benefits such as motor vehicles and expense payment plans. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the consolidated entity. Long-term incentives may be provided in the form of options and/or the issue of shares following the completion of satisfactory time periods of service. The consolidated entity uses employee continuity of service and the future share price to align comparative shareholder return and reward for executives. The remuneration of the Executive Directors and senior management for the year ending 30 June 2020 is detailed in this Remuneration Report. Relationship between Remuneration and Consolidated Entity Performance During the financial year, the consolidated entity has generated losses as its principal activity was exploration and development within the Central Kalimantan coking coal basin in Indonesia. The following table shows the performances of the consolidated entity for the last five years: Year-end (30 June) Share price (US$) 2020 0.04 Basic (loss) per share (US cents) (0.28) 2019 0.03 (0.26) 2018 0.03 (1.18) 2017 0.04 (1.96) 2016 0.02 (6.07) There were no dividends paid during the year. As the consolidated entity was still in the exploration and development stage during the financial year, the link between remuneration, consolidated entity performance and shareholder wealth is tenuous. Share prices are subject to the influence of coal prices and market sentiment toward the sector, and as such increases or decreases may occur quite independent of executive performance or remuneration. Employment and Services Agreements It is the Board’s policy that employment and/or services agreements are entered into with all Executive Directors, senior management, and employees. COKAL LIMITED Annual Report 2020 | Page 18 For personal use only Directors' Report Agreements do not provide for pre-determining compensation values or method of payment. Rather the amount of compensation is determined by the Board, where applicable with the remuneration policy set out above. KMP are entitled to their statutory entitlements, where applicable of accrued annual leave and long service leave together with any superannuation on termination. No other termination payments are payable. Former Executive Director Gerhardus Kielenstyn Mr Kielynstyn was appointed to the role of Chief Operating Officer (COO) effective 24th of June 2016 and Executive Director on 27 January 2017. Mr Kielenstyn resigned on 21 August 2019. Cokal Limited had an employment agreement with Mr Gerhardus Kielenstyn for the position of Indonesian Country Manager which commenced on 1 May 2013. Mr Kielenstyn received an annual base salary up to US$480,000, inclusive of benefits. Mr Kielenstyn was eligible for an annual performance bonus on the discretion of the CEO, as the Group is an early stage entity. The employment agreement was able to be terminated at any time by the Company for Cause, being serious misconduct or the happening of various events in respect of Mr Kielenstyn’s conduct. The agreement may be terminated with 4 months’ notice or at any time with cause. Details of Key Management Personnel (KMP) (i) Directors Domenic Martino, Chairman and Non-Executive Director (appointed Non-Executive Director 24 December 2010, appointed Chairman on 27 January 2017) Patrick Hanna, Non-Executive Director (appointed 24 December 2010) Gerhardus Kielenstyn, Executive Director - Indonesia Country Manager (appointed 1 May 2013 – 23 June 2016, appointed COO 24th June 2016, appointed director 27 January 2017, resigned 21 August 2019) Karan Bangur, Non-Executive Director (appointed 10 April 2019) David Delbridge, Non-Executive Director (appointed 17 March 2020) (ii) Senior Management James Coleman, Chief Executive Officer (appointed 27 July 2018) Teuku Juliansyah, CFO (appointed 24 June 2016, resigned 15 November 2018) and Joint Company Secretary (appointed 1 September 2015, resigned 15 November 2018) Senior Management Chief Executive Officer Mr James Coleman was appointed Chief Executive Officer on 27th of July 2018. The Company has entered into an agreement with Mr Coleman. Remuneration Details The following table of benefits and payments details, in respect to the financial years ended 30 June 2020 and 2019, the component of remuneration for each key management person of the consolidated entity: Short-Term Benefits Post- Employment Termination Benefits Share-based payments Total 2020 Salary & Fees Cash Bonus Other short -term benefits Superannuation US$ US$ US$ US$ US$ Equity- settled (options) US$ Cash-settled US$ US$ % Remuneration as equity Directors Domenic Martino Patrick Hanna Karan Bangur* David Delbridge*^ 53,171 24,169 113,814 26,854 Gerhardus Kielenstyn** - Total 218,008 Senior Management James Coleman Total 131,473 131,473 - - - - - - - - - - - - - - - - - - 4,768 - - 4,768 - - - - - - - - - - - - - - - - 55,700 55,700 - - - - - - - - 53,171 24,169 118,582 26,854 - 222,776 187,173 187,173 - - - - - - - - * In addition to director fees, Mr Bangur and Mr Delbridge receive fees for services provided to BBM which are included in the schedule ^ Appointed 17 March 2020 ** Resigned on 21 August 2019 COKAL LIMITED Annual Report 2020 | Page 19 For personal use only Directors' Report Short-Term Benefits Post- Employment Termination Benefits Share-based payments Total 2019 Salary & Fees Cash Bonus Other short -term benefits Superannuation US$ US$ US$ US$ US$ Cash-settled US$ US$ % Remuneration as equity Directors Domenic Martino Patrick Hanna Karan Bangur *^ Gerhardus Kielenstyn Total Senior Management James Coleman *** Teuku Juliansyah # Total 77,760 71,280 30,043 209,630 388,713 165,000 70,305 235,305 - - - - - - - - - - - - - - - - - - 2,349 - 2,349 15,674 - 45,683 - 15,674 45,683 55,700 - - - - - - - - 77,760 71,280 32,392 253,764 435,196 0% 0% 0% 17% 11% 236,374 115,988 24% 0% 352,362 16% Equity- settled (options) US$ - - - 44,134 44,134 55,700 - - - - - - * In addition to director fees, Mr Bangur received fees for services provided to BBM which are included in the schedule ^ Appointed 10 April 2019 *** Appointed as Chief Executive Officer on 27 July 2018 # Resigned on 15 November 2018 Cash Bonuses, Performance-related Bonuses and Share-based Payments KMP and other executives may be paid cash bonuses or performance-related bonuses. Remuneration options on issue during the 2020 financial year to KMP were as follows: Remun- eration type Grant date Vesting date Number Exercise Price US$ Grant value (per option) US$ Percentage vested / paid during year Percentage forfeited/ cancelled during year Percentage remaining as unvested % % % Expiry date Consolidated entity KMP Gerhardus Kielenstyn Gerhardus Kielenstyn James Coleman James Coleman James Coleman James Coleman Options 22/12/2017 Note 1 1,000,000 0.09 0.02 Options 22/12/2017 Note 2 4,000,000 0.12 0.02 Options 20/12/2018 Note 3 3,000,000 0.03 0.01 Options Options Options 20/12/2018 20/12/2018 20/12/2018 Note 4 3,000,000 0.04 0.01 Note 5 3,000,000 0.05 0.01 Note 6 5,000,000 0.07 0.01 - - - - - - Note 1: vesting on production of 100,000 tonnes of coal Note 2: vesting on achieving a consistent production rate for three months of 45,000 tonnes of coal per month Note 3: vesting on achieving a consistent production rate for three months of 20,000 tonnes of coal per month Note 4: vesting on achieving a consistent production rate for three months of 40,000 tonnes of coal per month Note 5: vesting upon commencement of shallow river barging Note 6: vesting upon first shipment of coking coal from BBM - - - - - - 100% 22/12/2020 100% 22/12/2020 100% 22/12/2021 100% 22/12/2021 100% 22/12/2021 100% 22/12/2021 COKAL LIMITED Annual Report 2020 | Page 20 For personal use only Directors' Report Options holdings Details of option held and share-based payments to KMP and other executives awarded and vested/unvested during the year ended 30 June 2020 and 30 June 2019 are detailed in the table below: Balance 1 July 2019 Granted as Remuneration Exercise of Options Net Change Other Balance 30 June 2020 Total vested at 30 June 2020 Total vested and exercisable at 30 June 2020 Total vested and unexercisable at 30 June 2020 Directors Domenic Martino Karan Bangur Patrick Hanna David Delbridge# Gerhardus Kielenstyn^ Senior Management James Coleman Total - 37,500,000 - - 5,000,000 14,000,000 56,500,000 - - - - - - - - - - - - - - - - - 37,500,000 - - - - 5,000,000 - - 37,500,000 - - - - 37,500,000 - - - - 14,000,000 - 56,500,000 - 37,500,000 - 37,500,000 - - - - - - - Balance 1 July 2018 Granted as Remuneration Exercise of Options Net Change Other Balance 30 June 2019 Total vested at 30 June 2019 Total vested and exercisable at 30 June 2019 Total vested and unexercisable at 30 June 2019 Directors Domenic Martino Karan Bangur^^ Patrick Hanna Gerhardus Kielenstyn Senior Management James Coleman * Teuku Juliansyah ** Total - - - 9,000,000 - - - - 500,000 9,500,000 14,000,000 - 14,000,000 - - - - - - - - 37,500,000 - (4,000,000) - 37,500,000 - 5,000,000 - (500,000) (33,000,000) 14,000,000 - 56,500,000 - - - - - - - - - - - - - - - - - - - - - # Appointed 17 March 2020 ^ Resigned on 21 August 2019 ^^ Appointed 10 April 2019. * Appointed as Chief Executive Officer on 27 July 2018 ** Resigned 15 November 2018 The options were issued to the director and senior management of Cokal Limited to align comparative shareholder return and reward for director and senior management. All options issued by Cokal Limited entitle the holder to one ordinary share in Cokal Limited for each option exercised. All options granted as part of remuneration were granted for nil consideration. Once vested, options can be exercised at any time up to the expiry date. The consolidated entity does not currently have a policy prohibiting directors and executives from entering into arrangements to protect the value of unvested options. No directors or executives have entered into contracts to hedge their exposure to options awarded as part of their remuneration package. Shareholdings Details of ordinary shares held directly, indirectly or beneficially by KMP and their related parties are as follows: Directors Domenic Martino Patrick Hanna Karan Bangur David Delbridge # Garry Kielenstyn Senior Management James Coleman Total Balance 1 July 2019 Granted as Remuneration On Exercise of Options Net Change Other Balance 30 June 2020 ● 37,120,001 25,800,000 148,125,000 - - 1,245,031 212,290,032 - - - - - - - - - - - - - - 4,568,511 2,100,000 36,516,719 - - 41,688,512 27,900,000 184,641,719 - - 3,273,814 46,459,044 4,518,845 258,749,076 COKAL LIMITED Annual Report 2020 | Page 21 For personal use only Directors' Report Directors Domenic Martino Patrick Hanna Karan Bangur ^^ Garry Kielenstyn ^ Senior Management James Coleman * Teuku Juliansyah ** Total Balance 1 July 2018 Granted as Remuneration On Exercise of Options Net Change Other Balance 30 June 2019 ● 37,120,001 25,800,000 - - - - 62,920,001 - - - - 1,245,031 - 1,245,031 - - - - - - - - - 148,125,000 - 37,120,001 25,800,000 148,125,000 - - - 1,245,031 - 148,125,000 212,290,032 # Appointed 17 March 2020 ^ Resigned on 21 August 2019 * Appointed as Chief Executive Officer on 27 July 2018 ** Resigned 15 November 2018 ^^ Appointed 10 April 2019 ● If position vacated during the year, as at resignation date Transactions with KMP and their related entities Mr Domenic Martino • As at 30 June 2020 director fees totaling US$72,338 (2019: US$182,724) remain outstanding to Mr Martino. • As at 30 June 2020, Mr Martino was owed US$NIL (2019: US$2,242) for expenses paid on the Company’s behalf. This amount is repayable on demand and does not accrue interest. • On 9 August 2017 the Company entered into an agreement with Indian Ocean Corporate Pty Ltd, a company of which Mr Martino is a director, for company secretarial services at a cost of AU$4,000 (excl GST) per month. The services are based on normal commercial terms and conditions. As at 30 June 2020, company secretarial fees of US$NIL (2019: US$Nil) remain outstanding. In addition, during the 2020 financial year, Indian Ocean Corporate Pty Ltd has provided corporate advisory services totaling US$35,447 (2019: US$69,731) and assistance with the preparation of reports, totaling US$25,847 (2019: US$46,550). An amount of US$8,493 (2019: US$15,400) was outstanding as at 30 June 2020 Mr Patrick Hanna • As at 30 June 2020 director fees totaling US$86,436 (2019: US$156,622) remain outstanding to Mr Hanna. • As at 30 June 2020 a loan of AUD$108,500 (US$72,842) (2019: US$76,981) was owing to Mr Hanna by the Company. This loan was for working capital purposes, is repayable on demand and does not accrue interest. Mr Karan Bangur • As at 30 June 2020 director fees totaling US$13,427 (2019: US$NIL) remain outstanding to Mr Bangur. • During the year Aahana Mineral Resources SDN BHD, a related party of Mr Bangur, underwrote the August 2019 Rights • Issue for which it received US$239,933 in fees. In May 2020 Cokal entered into a short-term debt facility totalling US$ 300,000 with Aahana Minerals Resources SDN BHD. The facility is unsecured and interest is calculated as Singapore Interbank Offered Rate (SIBOR) + 3% per annum. The facility will be used to fund activities to commence initial road works preparations and for working capital. As at 30 June 2020, $ Nil amount of this facility has been utilised. Mr David Delbridge • As at 30 June 2020 director fees totaling US$6,714 (2019: US$Nil) remain outstanding to Mr Delbridge. Mr Gerhardus Kielenstyn • As at 30 June 2020 loans of US$NIL (2019: US$83,041) were owing to Mr Kielenstyn by the Company. These loans are repayable on demand and do not accrue interest. Mr James Coleman • As at 30 June 2020 remuneration totaling US$75,527 (2019: US$165,675) remains outstanding to Mr Coleman. END OF REMUNERATION REPORT COKAL LIMITED Annual Report 2020 | Page 22 For personal use only Directors' Report Directors’ Meetings The number of meetings of Directors held during the year and the number of meetings attended by each Director was as follows: Board Number of meetings held while in office Meetings attended Domenic Martino Pat Hanna Karan Bangur David Delbridge Garry Kielenstyn 4 4 4 - - 4 4 4 - - Indemnification and Insurance of Directors, Officers and Auditor Each of the current Directors and Secretaries of Cokal Limited have entered into a Deed with Cokal Limited whereby Cokal Limited has provided certain contractual rights of access to books and records of Cokal Limited to those Directors and Secretaries. Cokal Limited has insured all of the Directors of the consolidated entity. The contract of insurance prohibits the disclosure of the nature of the liabilities covered and amount of the premium paid. The Corporations Act does not require disclosure of the information in these circumstances. To the extent permitted by law, the Company has agreed to indemnify its auditors, Hall Chadwick Pty Ltd, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Hall Chadwick Pty Ltd during or since the financial year. Options At 30 June 2020, there were 96,000,000 unissued ordinary shares under options as follows: • • • • • • • • • 1,000,000 unlisted options exercisable at AU$0.10 on or before 19 September 2020 1,000,000 unlisted options exercisable at AU$0.12 on or before 22 December 2020 (vesting on production of 100,000 tonnes of coal) 4,000,000 unlisted options exercisable at AU$0.15 on or before 22 December 2020 (vesting on achieving a consistent production rate for three months of 45,000 tonnes of coal per month) 75,000,000 unlisted options exercisable at AU$0.016 on or before 16 February 2023 (vesting on all Platinum Loans being released and discharged under the Debt Restructure Transaction). As part of the debt restructure, it was agreed that 37.5 million of these options will not be exercised 1,000,000 unlisted options exercisable at AU$0.045 on or before 20 December 2021 3,000,000 unlisted options exercisable at AU$0.045 on or before 20 December 2021 (vesting upon production of 20,000 tonnes per month of coal (including PCI) for three consecutive months) 3,000,000 unlisted options exercisable at AU$0.055 on or before 20 December 2021 (vesting upon production of 40,000 tonnes per month of coal (including PCI) for three consecutive months) 3,000,000 unlisted options exercisable at AU$0.07 on or before 20 December 2021 (vesting upon commencement of shallow river barging) 5,000,000 unlisted options exercisable at AU$0.10 on or before 20 December 2021 (vesting upon first shipment of coking coal from BBM) No option holder has any right under the options to participate in any other share issue of Cokal Limited or any other entity. Subsequent to year end, no ordinary shares in Cokal Limited were issued as a result of the exercise of options. COKAL LIMITED Annual Report 2020 | Page 23 For personal use only Corporate Governance In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Cokal Limited support and have adhered to the principles of corporate governance. Cokal Limited’s Corporate Governance Statement has been made publicly available on the Company’s website at: www.cokal.com.au. This report is signed in accordance with a resolution of the directors. Directors' Report Proceedings on Behalf of the Consolidated Entity No person has applied for leave of Court to bring proceedings on behalf of the consolidated entity or intervene in any proceedings to which the consolidated entity is a party for the purposes of taking responsibility on behalf of the consolidated entity for all or any part of those proceedings. The consolidated entity was not a party to any such proceedings during the year. Auditor’s Independence Declaration The Auditor’s Independence Declaration forms part of the Directors’ Report and can be found on page 25. Cokal Limited Domenic Martino Chairman Sydney, 30 September 2020 COKAL LIMITED Annual Report 2020 | Page 24 For personal use only COKAL LIMITED ABN 55 082 541 437 AND CONTROLLED ENTITIES AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF COKAL 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 Cokal Limited. As the lead audit partner for the audit of the financial report of Cokal Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. HALL CHADWICK (NSW) Level 40, 2 Park Street Sydney NSW 2000 DREW TOWNSEND Partner Dated: 30 September 2020 For personal use only Shareholder Information Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 4 September 2020 (a) Distribution of Ordinary Shares and Options The number of holders, by size of holding, in each class of security is: Ordinary shares Number of holders 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over 358 116 214 516 449 Number of shares 256,510 332,030 1,936,920 21,229,682 899,627,171 Total 1,653 923,382,313 The number of shareholders holding less than a marketable parcel (a total of 10,204 ordinary shares) is 690 on a share price of AU$0.049. Unlisted options Unlisted options Unlisted options Unlisted options (AU$0.10 @ 19/9/2020) (AU$0.12 @ 22/12/2020) (AU$0.15 @ 22/12/2020) (AU$0.045 @ 20/12/2021) Unlisted options (AU$0.016 @ 20/02/2023) No. of holders No. of options No. of holders No. of options No. of holder No. of options No. of holder No. of options No. of holders No. of options - - - - 1 1 - - - - 1,000,000 1,000,000 - - - - 1 1 - - - - 1,000,000 1,000,000 - - - - 1 1 - - - - 4,000,000 4,000,000 - - - - 1 1 - - - - 1,000,000 1,000,000 - - - - 4 4 - - - - 75,000,000 75,000,000 Unlisted options Unlisted options Unlisted options Unlisted options (AU$0.045 @ 20/12/2021) (AU$0.055 @ 20/12/2021) (AU$0.07 @ 20/12/2021) (AU$0.10 @ 20/12/2021) Unlisted options (AU$0.05 @ 17/08/2023) No. of holders No. of options No. of holders No. of options No. of holder No. of options No. of holders No. of options No. of holders No. of options - - - - 1 1 - - - - 3,000,000 3,000,000 - - - - 1 1 - - - - 3,000,000 3,000,000 - - - - 1 1 - - - - 3,000,000 3,000,000 - - - - 1 1 - - - - 5,000,000 5,000,000 - - - - 2 2 - - - - 15,000,000 15,000,000 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total COKAL LIMITED Annual Report 2020 | Page 26 For personal use only Shareholder Information (b) Twenty Largest Holders The names of the twenty largest holders, in each class of quoted security (ordinary shares) are: 1 CITICORP NOMINEES PTY LIMITED 2 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 3 BNP PARIBAS NOMINEES PTY LTD 4 BNP PARIBAS NOMS PTY LTD 5 PH CAPITAL PTY LTD 6 TEKNIKS PUBLICATIONS PTY LTD 7 BATMAN MANAGEMENT GROUP PTY LTD 8 MRS LAURA LYNCH 9 GEBRUN PTY LTD 10 HORVATH INVESTMENTS PTY LTD 11 XIN HUA PTY LTD 12 MS KWAI LAN CHIN 13 MR MICHAEL CHRISTOPHER HORVATH 14 MR VASILIOS VOTSARIS 15 TJ SMOCK & CO PTY LTD 16 JP MORGAN NOMINEES AUSTRALIA PTY LIMITED 17 RICHARD BULMAN CONSULTING PTY LTD 18 LANNE PTY LTD 19 AMBER CLOUD PTY LTD 20 MR CHEE TAN Top 20 Total (c) Option Holders The names of holders holding 20% or more of options on issue: Number of shares % of total shares 225,890,320 24.46% 53,488,539 34,457,075 32,368,993 27,000,000 17,800,000 17,737,977 17,500,000 17,500,000 13,046,799 12,631,200 11,800,000 11,086,486 10,098,253 10,000,000 8,876,141 8,668,980 8,420,800 8,000,000 7,466,517 553,838,078 923,382,313 5.79% 3.73% 3.50% 2.92% 1.93% 1.92% 1.90% 1.90% 1.41% 1.37% 1.28% 1.20% 1.09% 1.08% 0.96% 0.94% 0.91% 0.87% 0.81% 59.97% 100.00% Unlisted options Unlisted options Unlisted options Unlisted options (AU$0.10 @ 19/9/2020) (AU$0.12 @ 22/12/2020) (AU$0.15 @ 22/12/2020) (AU$0.016 @ 22/12/2020) No. of options No. of options No. of options No. of options HELBRAUN HOLDINGS PTY LTD 1,000,000 - - MR GERHARDUS KIELENSTYN AAHANA MINERAL RESOURCES SDN BHD NORTHROCK FINANCIAL LLC TOTAL Total options in class - - - 1,000,000 1,000,000 1,000,000 4,000,000 - - 1,000,000 1,000,000 - - 4,000,000 4,000,000 - - 37,500,000 28,924,426 66,424,426 75,000,000 COKAL LIMITED Annual Report 2020 | Page 27 For personal use only Shareholder Information Unlisted options (AU$0.045 @ 20/12/2021) Unlisted options Unlisted options Unlisted options Unlisted options (AU$0.045 @ 22/12/2021) (AU$0.055 @ 20/12/2021) (AU$0.07 @ 20/12/2021) (AU$0.10 @ 22/12/2021) No. of options No. of options No. of options No. of options No. of options LIGHTGLOW ENTERPRISES PTY LTD FARINA PTY LTD TOTAL Total options in class 1,000,000 - - - - - 3,000,000 3,000,000 3,000,000 5,000,000 1,000,000 1,000,000 3,000,000 3,000,000 3,000,000 5,000,000 3,000,000 3,000,000 3,000,000 5,000,000 (d) Substantial shareholders Substantial shareholders as shown in substantial shareholder notices received by Cokal are: Name of Shareholder: Aahana Mineral Resources Sdn Bhd Peter Anthony Lynch (estate) & Laura Anne Lynch Ordinary Shares: 184,641,719 56,052,000 The Company notes that, as at 4 September 2020, the following shareholders hold substantial shareholdings (>= 5.0%) in Cokal: Name of Shareholder: Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited Ordinary Shares: 225,890,320 57,734,227 % of total shares: 24.46% 6.27% (e) Voting rights All ordinary shares carry one vote per share without restriction. Options do not carry voting rights. (f) Restricted securities The Group currently has no restricted securities on issue. (g) On-market buy-back There is not a current on-market buy-back in place. (h) Business Objectives The consolidated entity has used its cash and assets that are readily convertible to cash in a way consistent with its business objectives. COKAL LIMITED Annual Report 2020 | Page 28 For personal use only Interests in Tenements and Projects Cokal Limited had the following interests in projects as at 30 June 2020: Indonesia Project Location % Interest PT Anugerah Alam Katingan (AAK) PT Bumi Barito Mineral (BBM) PT Borneo Bara Prima (BBP) PT Tambang Benua Alam Raya (TBAR) Kalimantan Kalimantan Kalimantan Kalimantan 75% 60% 60% 75% COKAL LIMITED Annual Report 2020 | Page 29 For personal use only Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2020 Revenue from coal sales Revenue and other income Employee benefits expense Depreciation and amortisation expense Arrangement fee Production expenses Finance costs Legal expenses Administration and consulting expenses Licence fees Write-off property, plant and equipment Commission expense Share based payment Share based payment expense on amendment of debt to royalty conversion agreement Other expenses Loss before income tax expense Income tax expense Loss for the period Other comprehensive income Items may be reclassified to profit or loss in subsequent periods (net of tax): Exchange translation differences Total comprehensive loss for the period Note 2 2 10 13 23(b) 23(b) 2020 US$ - 2019 US$ 470,109 9,345,803 4,631,743 (934,733) (1,468,388) (255,901) - (356,086) (23,756) (26,535) (82,657) (111,386) (454,867) (36,450) (34,557) (308,969) (827,175) (582,262) (1,549,658) - (1,162,166) (9,261,535) (50,700) - - - (1,003,561) (119,148) (226,704) (2,573,822) (1,855,717) 4 - - (2,573,822) (1,855,717) 28,810 - (2,545,012) (1,855,717) Earnings/(Loss) per share for the loss attributable to owners of Cokal Limited: Loss per share (cents per share) Diluted loss per share (cents per share) 6 6 Cents (0.28) (0.28) Cents (0.26) (0.26) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. COKAL LIMITED Annual Report 2020 | Page 30 For personal use only Consolidated Statement of Financial Position as at 30 June 2020 Current Assets Cash and cash equivalents Short term deposits Other accounts receivable Other current assets Total Current Assets Non-Current Assets Property, plant and equipment Exploration and evaluation assets Right of use assets Other non-current assets Total Non-Current Assets TOTAL ASSETS Current Liabilities Accounts payable and others Lease liabilities Borrowings Total Current Liabilities Non-Current Liabilities Lease liabilities Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS Equity Issued capital Reserves Accumulated losses TOTAL EQUITY Note 7 7 8 12 10 11 14(a) 12 13 14(b) 15 14(b) 2020 US$ 779,717 138,916 10,117 94,758 1,023,508 2019 US$ 127,361 138,916 2,102 17,470 285,849 112,341 186,831 25,232,849 25,067,202 141,725 25,280 - 38,148 25,512,195 25,292,181 26,535,703 25,578,030 15,492,256 6,212,566 102,479 2,078,448 - 11,418,744 17,673,183 17,631,310 7,650 7,650 - - 17,680,833 17,631,310 8,854,870 7,946,720 16 17 95,095,642 91,686,061 6,196,197 6,116,687 (92,436,969) (89,856,028) 8,854,870 7,946,720 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. COKAL LIMITED Annual Report 2020 | Page 31 For personal use only Consolidated Statement of Changes in Equity for the year ended 30 June 2020 Issued capital US$ Reserves Accumulated losses US$ US$ Total US$ At 1 July 2019 91,686,061 6,116,687 (89,856,028) 7,946,720 Cumulative adjustments upon adoption of new accounting standard – AASB 16 Balance at 1 July 2019 (restated) - - (7,119) (7,119) 91,686,061 6,116,687 (89,863,147) 7,939,601 Total comprehensive loss for the year Loss for the year Other comprehensive income Transactions with owners in their capacity as owners Issue of share capital, net of costs Share based payments Foreign exchange At 30 June 2020 At 1 July 2018 Total comprehensive loss for the year Loss for the year Other comprehensive income Transactions with owners in their capacity as owners Issue of share capital Share based payments - - - 3,409,581 - - 3,409,581 - - - - 50,700 28,810 79,510 (2,573,822) (2,573,822) - - (2,573,822) (2,573,822) - - - - 3,409,581 50,700 28,810 3,489,091 95,095,642 6,196,197 (92,436,969) 8,854,870 84,752,154 4,907,414 (80,789,063) 9,455,400 - - - 1,959,007 - - - - - 1,116,544 1,959,007 1,116,544 (1,855,717) (1,855,717) - - (1,855,717) (1,855,717) - - - 1,959,007 1,116,544 3,075,551 At 30 June 2019 91,686,061 6,116,687 (89,856,028) 7,946,720 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. COKAL LIMITED Annual Report 2020 | Page 32 For personal use only Consolidated Statement of Cash Flows for the year ended 30 June 2020 Cash Flows from Operating Activities Receipt from customers Payments to suppliers and employees Interest received Finance costs paid Note 2020 US$ 2019 US$ - 162,921 (1,890,439) (3,027,126) 10,246 976 - (114,040) Net cash outflow from operating activities 22 (1,880,193) (2,977,269) Cash Flows from Investing Activities Payments for property, plant and equipment Payments for exploration and evaluation expenditure Net cash outflow from investing activities Cash Flows from Financing Activities Proceeds from issue of shares Payment of capital raising costs Repayment of leases Repayment of convertible note Proceeds from borrowings Repayment of borrowings Net cash inflow from financing activities Net increase in cash and cash equivalents (53,145) (2,843) (165,647) - (218,792) (2.843) 16 3,158,255 1,595,822 (239,933) (166,983) - - - - - (186,251) 2,000,000 (317,600) 2,751,339 3,091,971 652,356 111,859 127,361 779,717 15,502 127,361 Cash and cash equivalents at beginning of year 7 Cash and cash equivalents at end of year The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. COKAL LIMITED Annual Report 2020 | Page 33 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 1: Summary of Significant Accounting Policies (a) General information The consolidated financial statements of Cokal Limited for the year ended 30 June 2020 were authorised for issue in accordance with a resolution of the Directors dated 30 September 2020 and covers the consolidated entity (the “Group” or “Cokal”) consisting of Cokal Limited (the “Company”) and its subsidiaries. The financial statements are presented in United States Dollars (“US$” or “US$”). Cokal Limited (the parent) is a company limited by shares, incorporated and domiciled in Australia, whose shares are publicly traded on the Australian Securities Exchange. The principal activities of the Group during the year were focused on the identification and development of coal within the highly prospective Central Kalimantan coking coal basin in Indonesia. (b) Basis of preparation The financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards and the Corporations Act 2001. The financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The financial statements have been prepared on a historical cost basis. (c) Going concern At 30 June 2020, the Group’s current liabilities exceed the current assets by US$16,649,675 (30 June 2019: US$17,248,643). This position is due to: • • Commission payable (refer note 13) of US$9,261,535 being a current liability; The classification of the Group’s liability with PT Bara Mineral Asri (BMA Group) (refer note 15) of $2,000,000 as a current liability; and The Group’s arrears of trade and other payables. A significant number of the Group’s creditors, including the directors, are providing informal financial support to the entity. • On 22 July 2016, Cokal announced it had reached an agreement with Platinum Partners for the conversion of all outstanding loans owing to them to production royalties. The royalties will be payable on 1% of the realised selling price of coal (FOB) from the Bumi Barito Mineral Project (BBM) and PT Tambang Benua Alam Raya (TBAR) projects up to a maximum of US$40 million. Under the arrangement, no minimum royalty is payable and the royalty is only payable as and when coal is mined and sold. On 29 April 2017, the Group entered into a Royalty Deed with Platinum Partners (refer note 15) to convert all outstanding loans owing to them to production royalties (this formalised the agreement on 22 July 2016) subject to certain conditions precedent. In May 2020 the Company consented to the assignment of the Platinum Partners debt to Alpine Holdings Limited on the basis that the debt was discharged and new royalty /commission payment terms agreed. The financial report has been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The ability of the Group to continue to as a going concern is impacted by a number of matters including: COKAL LIMITED Annual Report 2020 | Page 34 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (c) Going concern (Cont’d) • • • The continued financial support of management and directors who have provided short term loans to the Group and/or have agreed to not require the Group to pay amounts owing to them until such time as cash flows are generated by the BBM project or have otherwise agreed to have the amounts payable to them satisfied by way of a share issue (subject to shareholder approval); The continued willingness of creditors to extend payment terms to the Group until such time as cash flow are generated by the BBM project; and The successful raising of sufficient funding, through debt, equity or other arrangements (or a combination of transactions) to progress the development of the larger BBM project, including meeting capital expenditure and working capital requirements, until such time as the project is in production and its revenues from coal sales are sufficient to meet its cash outflows. Should these avenues be delayed or fail to materialize, the Group has some ability to scale back its activities to help the Group to manage to meet its debts as and when they fall due in the short term. However, should the above matters not be successfully resolved, the Group may not be able to continue as a going concern. Importantly, the Group’s significant arrears of trade and other payables means it’s ability to continue as a going concern is dependent on creditors, including management and the directors, extending payment terms, providing informal financial support and not demanding payment of amounts owed to them in excess of the Group’s available funds at the time. At the date of this report, no creditor or lender of the Group, including Platinum Partners, have made demands for payment. The Directors are confident, given the current permitting and financing processes being undertaken and announced to the market, that the Group will be successful in its endeavours to develop the larger BBM project. The directors believe that the commencement of operations at the BBM project (and the forecast generating of operating cash inflows) in conjunction with planned capital raisings will enable it to satisfy its working capital requirements (including its arrears of trade and other payables). This being the case, the directors have a reasonable expectation that given the status of the current permitting and financing processes, the Group’s creditors will continue to extend payment terms, provide informal financial support and not demand payment of amounts owed to them in excess of the Group’s available funds. As a result, the financial report has been prepared on a going concern basis. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities should the Group be unsuccessful in raising funds to enable it to realise its assets and discharge its liabilities in the ordinary course of business. (d) New accounting standards and interpretations The Group has implemented one new Accounting Standard that is applicable for the current reporting period. The Group had to change its accounting policies and make adjustments as a result of adopting AASB 16: Leases. The impact of the adoption of the standard and the respective accounting policy is disclosed below. (i) Leases Initial application of AASB 16 The Group has adopted AASB 16: Leases retrospectively with the cumulative effect of initially applying AASB 16 recognised at 1 July 2019. In accordance with AASB 16, the comparatives for the 30 June 2019 reporting period have not been restated. The Group has recognised a lease liability and right-of-use asset for all leases (with the exception of short-term and low-value leases) recognised as operating leases under AASB 117: Leases where the Group is the lessee. The lease liabilities are measured at the present value of the remaining lease payments. The Group's incremental borrowing rate as at 1 July 2019 was used to discount the lease payments. The right-of-use asset for manufacturing equipment was measured at its carrying amount as if AASB 16 had been applied since the commencement date, but discounted using the Group's incremental borrowing rate per lease term as at 1 July 2019. The right-of-use assets for the remaining leases were measured and recognised in the statement of financial position as at 1 July 2019 by taking into consideration the lease liability and prepaid and accrued lease payments previously recognised as at 1 January 2019 (that are related to the lease). COKAL LIMITED Annual Report 2020 | Page 35 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (d) New accounting standards and interpretations (Cont’d) The following practical expedients have been used by the Group in applying AASB 16 for the first time: • • • • • for a portfolio of leases that have reasonably similar characteristics, a single discount rate has been applied; leases that have a remaining lease term of less than 12 months as at 1 July 2019 have been accounted for in the same way as short-term leases; the use of hindsight to determine lease terms on contracts that have options to extend or terminate; applying AASB 16 to leases previously identified as leases under AASB 117 and Interpretation 4: Determining whether an arrangement contains a lease without reassessing whether they are, or contain, a lease at the date of initial application; and not applying AASB 16 to leases previously not identified as containing a lease under AASB 117 and Interpretation 4. Adjustments recognised in the balance sheet as at 1 July 2019 The following summary indicates the adjustments and reclassifications of financial statement line item in the balance sheet due to the implementation of AASB 16. Carrying amount under AASB 117 Adjustments Carrying amount under AASB 16 US$ - - US$ 213,041 (220,160) US$ 213,041 (220,160) (89,856,028) (7,119) (89,863,147) Right of use assets Lease liabilities Accumulated losses Measurement of lease liabilities Operating lease commitments disclosed as at 30 June 2019 Less: Discounted using the lessee’s incremental borrowing rate of at the date of initial application Add: Extension and renewal of lease term Lease liabilities recognised as at 1 July 2019 US$ 158,694 (17,478) 78,944 220,160 Measurement of right of use assets The associated right of use assets for property leases were measured on a retrospective basis as if the new rules had always been applied. Other right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 30 June 2019. (ii) Changes in accounting policy and disclosures The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. (iii) Accounting Standards and Interpretations issued but not yet effective The Group has adopted all the mandatory new and amended Accounting Standards issued that are relevant to its operations and effective for the current reporting period. There was no material impact on the financial report as a result of the mandatory new and amended Accounting Standards adopted. COKAL LIMITED Annual Report 2020 | Page 36 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (e) Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries at reporting date. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: • Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); Exposure, or rights, to variable returns from its involvement with the investee; and The ability to use its power over the investee to affect its returns. • • When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: • • • The contractual arrangements with the other vote holders of the investee; Rights arising from other contractual arrangements; and The Group’s voting rights and potential voting rights. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: • De-recognises the assets (including goodwill) and liabilities of the subsidiary; • De-recognises the carrying amount of any non-controlling interests; • De-recognises the cumulative translation differences recorded in equity; • • • • Recognises the fair value of the consideration received; Recognises the fair value of any investment retained; Recognises any surplus or deficit in profit or loss; and Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities. (f) Revenue recognition Sale of coal The Group has determined that revenue from the sale of coal is recorded when delivered to the customer (being the point at which control passes to the customer). At this point, the Group has satisfied all its performance obligations under the sales agreement with the customer. The revenue is recognised at 100% of the sale value, calculated based on the tonnes supplied at the contracted price per tonne (adjusted for any known quality penalties). Interest income Interest revenue is recognised as interest accrues using the effective interest rate method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. COKAL LIMITED Annual Report 2020 | Page 37 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (g) Income tax The income tax expense for the year is the tax payable on the current year'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 base 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 all temporary differences, between carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases, at the tax rates expected to apply when the assets are recovered or liabilities settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. Exceptions are made for certain temporary differences arising on initial recognition of an asset or a liability 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. Deferred tax assets are only recognised for deductible temporary differences and unused tax losses if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interests in joint ventures where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Current and deferred tax balances relating to amounts recognised directly in other comprehensive income and equity are also recognised directly in other comprehensive income and equity, respectively. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer profitable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Cokal Limited and its wholly-owned subsidiaries are in the process of implementing the tax consolidation legislation in Australia. Cokal Limited will be the head entity in the tax consolidated Group. Once the tax consolidation is executed, these entities will be taxed as a single entity and deferred tax assets and liabilities will be offset in these consolidated financial statements. (h) Impairment of non-financial assets other than goodwill At the end of each reporting period the Group assesses whether there is any indication that individual assets other than goodwill, are impaired. Where impairment indicators exist, recoverable amount is determined and impairment losses are recognised in profit or loss where the asset's carrying value exceeds its recoverable amount. Recoverable amount is the higher of an asset's FVLCD and VIU. For the purpose of assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate the recoverable amount for an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Assets other than goodwill that have previously been impaired are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed. COKAL LIMITED Annual Report 2020 | Page 38 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (i) Cash and cash equivalents For the purposes of the Statement of Cash Flows, cash and cash equivalents includes cash on hand and at bank, deposits held at call with financial institutions, other short term, highly liquid investments with 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. (j) Financial instruments Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Recognition and Initial Measurement of financial assets The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. In order for a financial asset to be classified and measured at amortised cost it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Subsequent Measurement of financial assets Financial assets at amortised cost (debt instruments) is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following conditions are met: • • The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and 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 Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Impairment of financial assets The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. Derecognition of financial assets A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when the rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. COKAL LIMITED Annual Report 2020 | Page 39 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Financial instruments (cont’d) (j) Financial liabilities A financial liability is a contractual obligation to deliver cash or another financial asset or to exchange financial assets or financial liabilities under unfavourable conditions. Recognition and Initial Measurement of financial liabilities Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings or as payables. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. Subsequent Measurement of financial liabilities After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Derecognition of financial liabilities A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. (k) Property, plant and equipment Property, plant and equipment are measured at cost less depreciation and impairment losses. The cost of property, plant and equipment constructed within the Group includes the cost of materials, direct labour, borrowing costs and an appropriate portion of fixed and variable costs. 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 consolidated entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the period in which they are incurred. Depreciation The depreciable amount of property, plant and equipment is depreciated over their useful life to the Group commencing from the time the asset is held ready for use. The depreciation rates used for each class of assets are: Class of Fixed Assets Land Computer Equipment Furniture and Office Equipment Motor Vehicles Depreciation Rate nil 33.3% straight line 10 – 33.3% straight line 20% straight line The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An item of property, plant and equipment is de-recognised upon disposal or when no further future economic benefits are expected from its use or disposal. Gains and losses on disposal are determined by comparing proceeds with the carrying amount. The gains and losses are included in the statement of comprehensive income. (l) Exploration, evaluation and development expenditure Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. Such expenditures comprise net direct costs and an appropriate portion of related overhead expenditure but do not include overheads or administration expenditure not having a specific nexus with a particular area of interest. The exploration and evaluation expenditure is only carried forward as exploration or evaluation assets to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active or significant operations in relation to the area are continuing. COKAL LIMITED Annual Report 2020 | Page 40 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (l) Exploration, evaluation and development expenditure (cont’d) When technical feasibility and commercial viability of extracting a Coal Resource have been demonstrated then any capitalised exploration and evaluation expenditure is reclassified as capitalised mine development. Prior to reclassification, capitalised exploration and evaluation expense is assessed for impairment. A regular review has been undertaken on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Accumulated costs in relation to an abandoned area are written off/de- recognised in full against profit in the period in which the decision to abandon the area is made. Costs related to the acquisition of properties that contain Coal Resources are allocated separately to specific areas of interest. These costs are capitalised until the viability of the area of interest is determined. The stripping costs (the process of over burden removal) incurred before production commences (development stripping) are capitalised as part of mine development expenditure and subsequently amortised. The stripping costs incurred subsequent to commencement of production are referred to as production stripping. Production stripping is generally considered to create two benefits, being either the production of inventory or improved access to the coal to be mined in the future. Where the benefits are realised in the form of inventory produced in the period, the production stripping costs are accounted for as part of the cost of producing those inventories. Where the benefits are realised in the form of improved access to ore to be mined in the future, the costs are recognised as a non-current asset, referred to as a ‘stripping activity asset’, if the following criteria are met: a) Future economic benefits (being improved access to the ore body) are probable; b) The component of the ore body for which access will be improved can be accurately identified; and c) The costs associated with the improved access can be reliably measured. If all of the criteria are not met, the production stripping costs are charged to profit or loss as operating costs as they are incurred. When production commences, the accumulated costs for the relevant area of interest (mine development and acquired properties) will be amortised over the life of the area according to the rate of depletion of the economically recoverable reserves using a units of production method. Mine rehabilitation costs will be incurred by the Group either while operating, or at the end of the operating life of, the Group’s facilities and mine properties. The Group assesses its mine rehabilitation provision at each reporting date. The Group recognises a rehabilitation provision where it has a legal and constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of obligation can be made. The nature of these restoration activities includes: dismantling and removing structures; rehabilitating mines and tailings dams; dismantling operating facilities; closing plant and waste sites; and restoring, reclaiming and revegetating affected areas. The obligation generally arises when the asset is installed or the ground/environment is disturbed at the mining operation’s location. When the liability is initially recognised, the present value of the estimated costs is capitalised by increasing the carrying amount of the related mining assets to the extent that it was incurred as a result of the development/construction of the mine. Any rehabilitation obligations that arise through the production of inventory are recognised as part of the related inventory item. Additional disturbances which arise due to further development /construction at the mine are recognised as additions or charges to the corresponding assets and rehabilitation liability when they occur. Costs related to restoration of site damage (subsequent to start of commercial production) that is created on an ongoing basis during production are provided for at their net present values and recognised in profit or loss as extraction progresses. Changes in the estimated timing of rehabilitation or changes to the estimated future costs are dealt with prospectively by recognising an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, if the initial estimate was originally recognised as part of an asset measured in accordance with AASB 116. Any reduction in the rehabilitation liability and, therefore, any deduction from the asset to which it relates, may not exceed the carrying amount of that asset. If it does, any excess over the carrying value is taken immediately to the statement of profit or loss and other comprehensive income. If the change in estimate results in an increase in the rehabilitation liability and, therefore, an addition to the carrying value of the asset, the Group considers whether this is an indication of impairment of the asset as a whole, and if so, tests for impairment. If, for mature mines, the estimate for the revised mine assets net of rehabilitation provisions exceeds the recoverable value, then that portion of the increase is charged directly to expense. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability. The periodic unwinding of the discount is recognised in the statement of profit or loss and other comprehensive income as part of finance costs. For closed sites, changes to estimated COKAL LIMITED Annual Report 2020 | Page 41 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (l) Exploration, evaluation and development expenditure (cont’d) costs are recognised immediately in the statement of profit or loss and other comprehensive income. The Group recognises neither the deferred tax asset in respect of the temporary difference on the decommissioning liability nor the corresponding deferred tax liability in respect of the temporary difference on a decommissioning asset. (m) Employee benefits Wages and salaries, annual leave and sick leave Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the end of the reporting period are recognised in respect of employees' services rendered up to the end of the reporting period and are measured at amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when leave is taken and measured at the actual rates paid or payable. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. (n) Provisions Provisions for legal claims and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that that an outflow of economic resources will be required to settle the obligation and the amount can be reliably estimated. (o) Issued capital Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. (p) Share-based payments The Group provides benefits to employees (including directors) and suppliers (including financiers and consultants) in the form of share-based payment transactions, whereby employees or suppliers render/provide services in exchange for shares or options over shares (equity-settled transactions). The fair value of options granted to employees is recognised as an employee benefit expense with a corresponding increase in equity (share-based payment option reserve). The fair value of options granted to financiers is recognised as finance cost with a corresponding increase in equity (share-based payment option reserve). Fair value of shares issued to employees and consultants are recognised as employee benefits and consultancy expenses respectively with a corresponding increase in share capital. The fair value is measured at grant date and recognised over the period during which the employees/suppliers become unconditionally entitled to the options. Fair value is determined by an independent valuer using a Black-Scholes option pricing model. In determining fair value, no account is taken of any performance conditions other than those related to the share price of Cokal Limited (market conditions). The cumulative expense recognised between grant date and vesting date is adjusted to reflect the directors’ best estimate of the number of options that will ultimately vest because of internal conditions of the options, such as the employees having to remain with the Group until vesting date, or such that employees are required to meet internal performance targets. There are no conditions associated with the options issued to the financiers. No expense is recognised for options that do not ultimately vest because internal conditions were not met. An expense is still recognised for options that do not ultimately vest because a market condition was not met. At each subsequent reporting date until vesting the cumulative charge to the statement of comprehensive income is the product of: - The grant date fair value of the award; - The current best estimate of the number of awards that will vest, taking into account such factors as the likelihood of employees turnover during the vesting period and the likelihood of non-market performance conditions being met; and - The expired portion of the vesting period. The charge to the statement of comprehensive income for the period is the cumulative amount as calculated above less the amounts already charged in previous periods. There is a corresponding entry to equity. Where the terms of options are modified, the expense continues to be recognised from grant date to vesting date as if the terms had never been changed. In addition, at the date of the modification, a further expense is recognised for any increase in fair value of the transaction as a result of the change. Where options are cancelled, they are treated as if vesting occurred on cancellation and any unrecognised expenses are taken immediately to profit or loss. However, if new options are substituted for the cancelled options and designated as a replacement on grant date, the combined impact of the cancellation and replacement options are treated as if they were a modification. The dilution effect, if any, of outstanding options is reflected as additional share dilutions in the computation of diluted earnings per share. COKAL LIMITED Annual Report 2020 | Page 42 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (q) Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit/(loss) attributable to owners of Cokal Limited by the weighted average number of ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares during the period. Diluted earnings per share Earnings used to calculate diluted earnings per share are calculated by adjusting the amount used in determining basic earnings per share by the after-tax effect of dividends and interest associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (r) GST Revenues, expenses and assets are recognised net of GST except where GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statements of financial position. Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. (s) Determination and presentation of operating segments AASB 8 Operating segments requires a management approach under which segment information is presented on the same basis as that used for internal reporting purposes. Operating segments are reported in a manner that is consistent with the internal reporting to the chief operating decision maker (CODM), which has been identified as the Board of Directors. Operating segments that meet the qualification criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the qualification criteria is still reported separately when information about the segment would be useful to users of the financial statements. Fair value measurement (t) The Group did not have any financial assets and liabilities measured at fair value at reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • • In the principal market for the asset or liability; or In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • • Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable COKAL LIMITED Annual Report 2020 | Page 43 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (t) Fair value measurement (cont’d) • Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. (u) Foreign currency translation Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. The resulted gain or loss on retranslation is included in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. (v) Leases At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use asset and a corresponding lease liability is recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases (ie a lease with a remaining lease term of 12 months or less) and leases of low-value assets are recognised as an operating expense on a straight-line basis over the term of the lease. Initially, the lease liability is measured at the present value of the lease payments still to be paid at commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate. Lease payments included in the measurement of the lease liability are as follows: • • • • • • fixed lease payments less any lease incentives; variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; the amount expected to be payable by the lessee under residual value guarantees; the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; lease payments under extension options, if lessee is reasonably certain to exercise the options; and payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The right-of-use assets comprise the initial measurement of the corresponding lease liability as mentioned above, any lease payments made at or before the commencement date, as well as any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest. Where a lease transfers ownership of the underlying asset, or the cost of the right-of-use asset reflects that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset. (w) Parent entity financial information The financial information for the parent entity, Cokal Limited, included in Note 20, has been prepared on the same basis as the consolidated financial statements, except investments in subsidiaries and joint venture operations are accounted for at cost, less provision for impairment. (x) Current versus non-current classification The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is either: • Expected to be realised or intended to be sold or consumed in the normal operating cycle; • Held primarily for the purpose of trading; • Expected to be realised within 12 months after the reporting period; or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. COKAL LIMITED Annual Report 2020 | Page 44 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (x) Current versus non-current classification (cont’d) All other assets are classified as non-current. A liability is current when either: • It is expected to be settled in the normal operating cycle; • It is held primarily for the purpose of trading; • It is due to be settled within 12 months after the reporting period; or • There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. (y) Critical accounting estimates and judgments Details of critical accounting estimates and judgements about the future made by management at the end of the reporting period are set out below: (i) Impairment of non-financial assets The Group assesses each reporting period to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made, which is considered to be the higher of the fair value less costs of disposal (FVLCD) and value in use (VIU). The assessments require the use of estimates and assumptions such as long term coal prices (considering current and historical prices, price trends and related factors), discount rates, operating costs, future capital requirements and decommissioning operating performance (which includes production and sales volumes). These estimates and assumptions are subject to risks and uncertainty. Therefore, there is a possibility that changes in circumstances will impact this project, which may impact the recoverable amount of the asset. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Group considers any third party offers when forming a view on fair value, or Enterprise Value (EV) that the market participants willing to pay for acquisition of the Group’s shares. (ii) Exploration and evaluation assets The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgement to determine whether future economic benefits are likely, from either exploration or sale, or whether activities have not yet reached a stage which permits a reasonable assessment of the existence of technically feasible and commercially viable reserves. The determination of reserves and resources is itself and estimation process that requires varying degrees of uncertainty depending on how the resources are classified. These estimates directly impact when the Group defers exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions about future events and circumstances, in particular, whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of the expenditure is unlikely, the relevant capitalised amount is written off in profit or loss in the statement of comprehensive income in the period when the new information becomes available. At reporting date, certain tenements have reached a renewal date or will reach a renewal date in the next 12 months. These tenements remain current until an official government expiry notice is issued. The directors are of the opinion that while they are due for renewal, as no expiry notice has been received they remain current. If renewal is not forthcoming, the amounts capitalised will likely be de-recognised. (iii) Taxation The Group’s accounting policy for taxation requires management’s judgement as to the types of arrangements considered to be a tax on income in contrast to an operating cost. Judgement is also required in assessing whether deferred tax assets and certain deferred tax liabilities are recognised on the balance sheet. Deferred tax assets, including those arising from unrecouped tax losses, capital losses and temporary differences, are recognised only where it is considered more likely than not that they will be recovered, which is dependent on the generation of sufficient future taxable profits. Judgements are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognised on the balance sheet and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or change to the income statement. (iv) Share-based payments The Group uses estimates to determine the fair value of equity instruments issued to directors, executives, employees and suppliers. Further detail of estimates used in determining the value of share-based payments is included in Note 23. COKAL LIMITED Annual Report 2020 | Page 45 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 (y) Critical accounting estimates and judgments (cont’d) (v) Joint arrangements Judgement is also required to classify a joint arrangement. Classifying the arrangement requires the Group to assess its rights and obligations arising from the arrangement. Specifically, the Group considers: The structure of the joint arrangement – whether its structured through a separate vehicle • • When the arrangement is structure through a separate vehicle, the Group also considers the rights and obligations arising from: - The legal form of the separate vehicle; - The terms of the contractual arrangement; and - Other facts and circumstances (when relevant). This assessment often requires significant judgement, and a different conclusion on joint control and also whether the arrangement is a joint operation or a joint venture, may materially impact the accounting. Per agreement with subsidiary shareholders, the relevant activities including financing of certain entities’ are managed and controlled by Cokal until the completion of Initial Work Program. The rights of other shareholders to receive returns and obligations for expenditure are only established when they contribute their share of capital upon completion of the Initial Work Program by Cokal. Given this, to date it has been determined that Cokal controls these entities and hence currently consolidates them as subsidiaries. In future periods, however, the accounting treatment of these entities will be required to be reassessed upon completion of Initial Work Program. This may lead to a change in accounting if it is then determined that instead of controlling these entities, Cokal now only jointly controls these and they are joint arrangements. Depending on whether these joint arrangements are classified as joint ventures or joint operations, this may require either equity accounting (for a joint venture) or recognition of Cokal’s share of the assets, liabilities, income and expenses of the arrangement (for a joint operation). Directors have not reassessed the impact at reporting date as the Initial Work Program has not been completed at this date. COKAL LIMITED Annual Report 2020 | Page 46 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 2: Revenue and Other Income Revenue - Sale of coal Other income - Interest income from external parties - Gain on discharge and release of trade payables - Gain on discharge and release of loan Total other income 2020 US$ 2019 US$ - 470,109 10,246 74,022 9,261,535 9,345,803 976 - 4,630,767 4,631,743 On 29 April 2017, the Group entered into a Royalty Deed with Platinum Partners to convert all outstanding loans owing to them to production royalties (this formalised the agreement on 22 July 2016) subject to certain conditions precedent. In November 2018, the Company entered into a further agreement with Platinum Partners, the effect of which confirmed Cokal’s satisfaction with a number of the conditions precedent to the Royalty Deed and extended the date for meeting all of the remaining conditions precedent (the “Subsequent Conditions”) under the Royalty Deed for conversion of two-thirds of the Platinum Loans (being $9,261,535). In addition, under the agreement when Cokal cancels and reissues 37.5 million options to Platinum Partners, one-third of the Group’s debt with Platinum Partners, being $4,630,767, is discharged and released. The cancellation and reissue of the 37.5 million options occurred on 10 January 2019, at which time one-third of the debt was discharged and released and a corresponding gain recognised in the Group’s statement of profit or loss and other comprehensive income. During May 2020 the Company consented to the assignment of the Platinum Partners loan to Alpine Invest Holdings Ltd (Alpine). It was agreed as a term of the consent to the assignment that immediately upon transfer of the Platinum Partners loans to Alpine, that the loans are deemed released and Alpine discharges and releases Cokal and each Cokal Group Company from their liability to make payment of the Platinum Partners loans totalling $9,261,535 on the following terms: • • • • each of the Subsequent Conditions is irrevocably satisfied or otherwise waived; the royalty payable to Alpine under the Royalty Deed will be the greater of: 1. USD 10,000 per month; and 2. USD 2.00 per tonne of coal sold by BBM and TBAR on a monthly basis; the maximum royalty payment of USD 40million payable under the Royalty Deed remains the same and will be payable through the first 20 million tonnes of coal produced and sold by both BBM and TBAR; and all other conditions stated in the Royalty Deed remain the same. The Group previously recognised a share based payment expense for fair value (at grant date) of the 75 million options granted to Platinum Partners as part consideration for the execution of the Royalty Deed. The Group has recorded a further share based payment expense of $1,003,561 in respect of the incremental fair value of the 37.5 million new options granted to Platinum Partners as part of the November 2018 amendment to the Royalty Deed. This expense is reported separately in the statement of profit or loss and other comprehensive income for the year ended June 2019. Note 3: Dividends and Franking Credits There were no dividends paid or recommended during the financial year (30 June 2019: Nil). There were no franking credits available to the shareholders of the Group (30 June 2019: Nil). COKAL LIMITED Annual Report 2020 | Page 47 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 4: Income tax The prima facie income tax on the loss is reconciled to the income tax expense as follows: Prima facie tax benefit at 27.5% (2019: 30%) on loss before income tax Add tax effect of: - Not deductible expenses and impact of tax rate differences - Deferred tax asset not recognised Income tax expense Deferred tax assets Deductible temporary differences Carry forward tax losses Deferred tax liabilities Assessable temporary differences Net deferred tax assets not recognised 2020 US$ 2019 US$ (707,801) (510,322) 707,801 510,322 - - - - - 12,436,402 - 9,940,760 - - 12,436,402 9,940,760 There are no franking credits available to shareholders of Cokal Limited. The carried forward tax losses and temporary differences not recognised as deferred tax assets as at 30 June 2020 were US$45,223,281 (30 June 2019: US$36,148,760) and US$nil (30 June 2019:US$nil) respectively. In order to recoup carried forward losses in future periods, either the Continuity of Ownership Test (COT) or Same Business Test must be passed. The majority of losses are carried forward at 30 June 2020 under COT. Deferred tax assets which have not been recognised as an asset, will only be obtained if: (i) the Group derives future assessable income of a nature and of an amount sufficient to enable the losses to be realised; (ii) the Group continues to comply with the conditions for deductibility imposed by the law; and (iii) no changes in tax legislation adversely affect the Group in realising the losses Note 5: Auditor’s Remuneration Audit services Amounts paid/payable for audit or review of the financial statements for the Group Ernst & Young - Australia Ernst & Young - Indonesia Hall Chadwick 2020 US$ 2019 US$ - - 100,000 100,000 131,318 7,090 - 138,408 COKAL LIMITED Annual Report 2020 | Page 48 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 6: Loss per Share Loss attributable to owners of Cokal Limited used to calculate basic and diluted loss per share (USD) Options * Weighted average number of ordinary shares used as the denominator in calculating basic loss per share Adjustments for calculation of diluted earnings per share: - Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share Basic loss per share (US cents per share) Diluted loss per share (US cents per share) 2020 2019 (2,573,822) (1,855,717) 911,138,073 725,498,143 911,138,073 725,498,143 (0.28) (0.28) (0.26) (0.26) * Options are considered anti-dilutive as the Group is loss making. Options could potentially dilute earnings per share in the future. Refer to Note 16 for details of option granted as at 30 June 2020. Note 7: Cash and Cash Equivalents Cash and bank balances Cash and bank balances Less: Short term deposits maturing after three months and restricted bank balance classified as investing activities** Cash and cash equivalents 2020 US$ 918,633 918,633 (138,916) 779,717 **Includes restricted deposits of US$138,916 (2019: US$138,916) which can be used only after TBAR production commences. Note 8: Other Receivables Current Other receivables* *No receivable balances are past due or impaired at reporting date. 2020 US$ 10,117 10,117 2019 US$ 266,277 266,277 (138,916) 127,361 2019 US$ 2,102 2,102 COKAL LIMITED Annual Report 2020 | Page 49 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 9: Subsidiaries a) Interest in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 1. Name of entity Jack Doolan Capital Pty Ltd Cokal Mozambique Pty Ltd Cokal Holdings Pte. Ltd Cokal-AAK Pte. Ltd Cokal-AAM Pte. Ltd Cokal-BBM Pte. Ltd Cokal-BBP Pte. Ltd Cokal Services Pte. Ltd Cokal Karoo Pte. Ltd Cokal Manda Pte. Ltd Cokal-West Kalimantan Pte. Ltd Cokal-BPR Pte. Ltd Cokal-TBAR Pte. Ltd Mining Logistics Pte. Ltd Cokal-KED Pte. Ltd Cokal Resources Limited PT Cokal PT Bumi Kalimantan Logistik (BKL) PT Anugerah Alam Katingan^ (AAK) PT Bumi Barito Mineral^ (BBM) PT Borneo Bara Prima ^ (BBP) PT Tambang Benua Alam Raya# (TBAR) Cokal Karoo Limited# Cokal Manda Limited# Country of Incorporation Class of Shares Australia Australia Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Tanzania Indonesia Indonesia Indonesia Indonesia Indonesia Indonesia Tanzania Tanzania Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Percentage Owned (%)* 2020 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 75% 60% 60% 75% 100% 100% 2019 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 75% 60% 60% 75% 100% 100% * the proportion of ownership interest is equal to the proportion of voting power held. ^ at reporting date, the capital of these companies represents only the contributions from Cokal. Per agreement, the right of non-controlling shareholders’ receiving a return is established only when they contribute their share of capital upon completion of the Initial Work Programs for each of the projects. At reporting date, the Initial Work Programs for these projects have not yet been completed and therefore there is no right to a return for non-controlling interests. # During the 2018 financial year, the Group terminated its joint operations with a private company, Tanzoz Resource Company Ltd. The Company now owns 100% of the Tanzanian entities. The entities are dormant entities. All capitalised expenditures for these entities has been impaired to $nil in prior periods. The fair value of the underlying assets, liabilities and contingent liabilities at the acquisition date and 30 June 2020 are $nil. b) Financial information of subsidiaries Financial information of subsidiaries that will have material non-controlling interests are provided below. The balances of non- controlling interests are not currently material at 30 June 2020 and 30 June 2019 as the right of non-controlling shareholders’ receiving a return is established only when they contribute their share of capital upon completion of the Initial Work Programs for each of the projects. At reporting date, the Initial Work Programs for these projects have not yet been completed and therefore there is no right to a return for non-controlling interests. COKAL LIMITED Annual Report 2020 | Page 50 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 10: Property, Plant and Equipment Land At cost Computer equipment At cost Accumulated depreciation Furniture and office equipment At cost Accumulated depreciation Motor Vehicles At cost Accumulated depreciation Capital WIP At cost Capital WIP written off 2020 US$ 63,493 63,493 563,363 (553,851) 9,512 561,442 (526,263) 35,179 15,034 (10,877) 4,157 2019 US$ 31,526 31,526 555,731 (551,903) 3,828 552,957 (401,480) 151,477 9,974 (9,974) - - - 1,162,166 (1,162,166) - Total property, plant and equipment 112,341 186,831 (a) Movements in carrying amounts 2020 Balance at beginning of year Additions Disposals Depreciation expense Amount written off Carrying amount at the end of the year 2019 Balance at the beginning of the year Additions Disposals Depreciation expense Amount written off Land US$ 31,526 31,967 - - - 63,493 Land US$ 31,526 - - - - Carrying amount at the end of the year 31,526 Computer equipment US$ 3,826 7,634 - (1,948) - 9,512 Computer equipment US$ 1,104 2,843 - (121) - 3,826 Furniture and office equipment US$ 151,479 8,485 - (124,785) - 35,179 Furniture and office equipment US$ 234,015 - - (82,536) - 151,479 Motor Vehicles US$ - 5,057 - (900) - 4,157 Motor Vehicles Capital WIP US$ - - - - - - Total US$ 186,831 53,145 - (127,633) - 112,341 Capital WIP Total US$ US$ US$ - - - - - - 1,162,166 1,428,811 - - - 2,843 - (82,657) (1,162,166) (1,162,166) - 186,831 COKAL LIMITED Annual Report 2020 | Page 51 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 11: Exploration and Evaluation Assets Non-Current Exploration and evaluation expenditure capitalised - exploration and evaluation phases 2020 US$ 2019 US$ 25,232,849 25,067,202 Recoverability of the carrying amount of exploration and evaluation assets is dependent on the successful development and commercial exploitation of coal, or alternatively, sale of the respective areas of interest. (a) Movements in carrying amounts Balance at the beginning of the year Site related expenses during the year Carrying amount at the end of the year 25,067,202 165,647 25,232,849 25,067,202 - 25,067,202 Historically, the Group has determined the recoverable amount of the BBM project using the Fair Value Less Cost of Disposal (FVLCD) methodology considering the Group as a single cash generating unit (consistent with the Group’s primary focus on the BBM project and this being the only asset in respect of which E&E is carried forward). The FVLCD was determined using Enterprise Value (EV). EV is implied by Cokal’s market capitalisation plus a control premium. The fair value measurement is categorised under Level 3 of the fair value hierarchy (refer note 1 (t)). At 30 June 2020, the Fair Value less Cost of Disposal (FVCLD) of the Group’s two areas of interest was measured with respect to the Group’s market capitalisation. At that time, the Group’s market capitalisation exceeded the carrying amount of its net asset. Given the presence of the two areas of interest, the FVLCD implied by the Group’s Enterprise Value did not provide a precise evaluation of the FVLCD of the distinct areas of interest. This being the case, the Group also had reference to an Independent Study of all of Cokal’s tenement interests prepared in accordance with the Valmin Code as at 30 June 2017 (released on 23 August 2017). The Independent Study provided an estimate of value (in accordance with the Valmin Code) of BBM and TBAR. The Independent Study estimated the value of BBM using a discounted cash flow method and assessed the value of TBAR with reference to a resource multiple ($ per tonne of in-situ resource tonnes). The Valmin Code valuation is a proxy for FVLCD under AASB 136 and would be categorised under Level 3 of the fair value hierarchy (refer note 1 (v)). Based on the combined impact of the EV assessment and Independent Study the Group is satisfied no further impairment was required at 30 June 2020. In addition, given the AASB 6 impairment indicator identified by the Group was associated with its intention and ability to spend substantial amounts on the continued exploration and evaluation of the areas of interest, the Group’s continued funding issues (refer note 1(c)) means there is no current indication previously recorded impairments in respect of both BBM and TBAR should be reversed. Note 12: Other Assets Current Prepayments Non-Current Security deposits 2020 US$ 2019 US$ 94,758 17,470 25,280 38,148 COKAL LIMITED Annual Report 2020 | Page 52 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 13: Accounts Payable and Others Current Sundry payables and accrued expenses Director fees owing Employee benefits Commission payable 2020 US$ 6,017,235 178,916 34,570 9,261,535 15,492,256 2019 US$ 5,799,869 348,020 64,677 - 6,212,566 Commission payable Conversion of loans from Northrock and Wintercrest to royalties / commission payable On July 2016, Cokal announced it had reached an agreement with Platinum Partners for the conversion of all outstanding loans owing under the Wintercrest and Norfolk facilities to production royalties. The royalties will be payable on 1% of the realised selling price of coal (FOB) from the Bumi Barito Mineral Project (BBM) and PT Tambang Benua Alam Raya (TBAR) projects up to a maximum of US$40 million. Under the arrangement, no minimum royalty is payable and the royalty is only payable as and when coal is mined and sold. On 29 April 2017, the Group entered into a Royalty Deed with Wintercrest and Northrock (collectively the “Lenders”) to convert all outstanding loans owing to them to production royalties. The Royalty Deed is subject to a number of substantive conditions precedent. The conditions precedent include: a) The completion of legal and commercial due diligence by the Lenders’; b) Approval by Cokal’s shareholders; c) The Lenders being provided security in the form of a first legal charge under a deed of charge, over all of Cokal’s interest in the BBM and TBAR projects, in a form reasonably satisfactory to the Lenders, to protect the interest of the Lenders in the royalties; d) Cokal evidencing to the satisfaction of the Lenders (in their sole discretion) it has completed a capital raising (debt, equity or a combination) to support the production of at least 100 ktpa of coal; e) Cokal evidencing to the satisfaction of the Lenders (in their sole discretion) that: i. Cokal’s production is not less than 8500 tonnes per month for a period of six (6) consecutive months; ii. Cokal’s production for three (3) months from the date of first production is not less than the monthly equivalent of 100ktpa; provided the above three and six month period occur with 18 months of the Group satisfying the condition in (d) above; and f) The Lenders have received and approved all financial budgets anticipated to meet the production targets in (d) and (e) above. On 20 February 2018, the Company issued 75 million Options to the Platinum Entities with an expiry date of 20 February 2023 and an exercise price of 1.6 cents (Existing Platinum Options). Each Existing Platinum Option vested once all the Platinum Loans were released and discharged. In November 2018, Cokal concluded and executed an amended agreement with Northrock Financial LLC and Wintercrest Advisors LLC (the Platinum Entities) in respect of loans outstanding totalling US$13.89 million (Platinum Loans). The agreement confirmed Cokal’s satisfaction with or waiver of the conditions precedent (a) to (d) above and extended the date for meeting all of the remaining conditions precedent, being (e) and (f) (the “Subsequent Conditions”) under the Royalty Deed for conversion of two thirds of the Platinum Loans to 31 July 2020. In addition, the amended agreement provided that when Cokal cancels and reissues 37.5 million options to Platinum Partners, one third of the of the Group’s debt with Platinum Partners is discharged and released. The cancellation and reissue of the 37.5 million options occurred on 10 January 2019, at which time one third of the debt was discharged and released. During May 2020 the Company consented to the assignment of the Platinum Loans to Alpine Invest Holdings Ltd (Alpine). It was agreed as a term of the consent to the assignment that immediately upon transfer of the Platinum Loans to Alpine, that the loans are deemed released and Alpine discharges and releases Cokal and each Cokal Group Company from their liability to make payment of the Platinum Loans totalling $9,261,535 on the following terms: • each of the Subsequent Conditions is irrevocably satisfied or otherwise waived; • the royalty payable to Alpine under the Royalty Deed will be the greater of: 1. USD 10,000 per month; and 2. USD 2.00 per tonne of coal sold by BBM and TBAR on a monthly basis; COKAL LIMITED Annual Report 2020 | Page 53 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 13: Accounts Payable and Others (cont’d) • • the maximum royalty payment of USD 40million payable under the Royalty Deed remains the same and will be payable through the first 20 million tonnes of coal produced and sold by both BBM and TBAR; and all other conditions stated in the Royalty Deed shall remain the same. The fair value of the commission payable to Alpine has been determined using the extinguished value of borrowings with Platinum Partners taking into consideration the performance risk associated with future production levels. Note 14: Leases a) Right of use assets – office and motor vehicles Balance at 1 July 2019 Additions Amortisation b) Lease liabilities Current Non current Note 15: Borrowings Current BMA Group loan Loans payable to directors and employees # Platinum Partners / Northrock facility Blumont Group / Wintercrest facility Total Borrowings 30 June 2020 US$ 213,041 56,955 (128,268) 141,725 1 July 2019 US$ 107,341 112,819 220,160 30 June 2020 US$ 102,479 7,650 110,129 2020 US$ 2019 US$ 2,000,000 78,448 - - 2,078,448 2,000,000 157,209 6,710,000 2,551,535 11,418,744 # These loans payable to directors and employees are non-interest bearing and repayable on demand. BMA Group loan On 21 September 2018, Cokal signed a Key Principles of Agreement with PT Bara Mineral Asri (BMA Group) to develop and operate PCI and Coking Coal operations at the BBM Project. Cokal received US$2.0 million loan from BMA Group to secure the transaction but the BMA Group failed to complete the other funding conditions set out in the Key Principles of Agreement and has also failed to document the loan arrangement with the Group. Therefore, the Group has assessed the loan is repayable on demand and has been disclosed at the face value of the amounts received. It has been agreed that the liability will be repaid based on US$ 10 per tonne, if the coal price is greater than US$ 110 per tonne, or 10 % of the coal price if less than US$ 110 per tonne. Platinum Partners / Northrock Facility Under terms of various short-term loan facility agreements and a bridging loan facility agreement dated August 2015, the Group has borrowed a total of US$10.065 million from various subsidiaries of Platinum Partners. At 30 June 2020, the full amount of the loan is due and payable to Northrock Financial LLC (“Northrock”), being a subsidiary of Platinum Partners. COKAL LIMITED Annual Report 2020 | Page 54 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 15: Borrowings (cont’d) Blumont Group / Wintercrest Facility On 5 November 2013, the Group entered into a loan facility agreement with Blumont Group Limited (“Blumont”). Under this facility, the Group had drawn down US$3.4 million (30 June 2017: US$3.4 million) (the amount owing as at 30 June includes interest and fees). The loan was repayable on demand on the third (3rd) anniversary of the loan drawdown date, being 5 November 2016. On 7 April 2016, Wintercrest Advisors LLC (“Wintercrest”), a subsidiary of Platinum Partners, agreed to Settlement Agreement with Blumont, pursuant to which the Blumont loan was assigned in full to Wintercrest. As a result, Wintercrest replaced Blumont as the lender under its facility agreement. Note 16: Issued Capital (a) Ordinary shares 923,382,313 fully paid ordinary shares (30 June 2019: 816,842,159) Movement in Issued Capital At the beginning of the year Amount received for issue of shares during the year Share issue from capital raising, net of costs Share issue on conversion of options Share issue on conversion of convertible notes Share issue on payment of creditors Share issue on conversion of loan At reporting date Movement in Issue Capital (a) Ordinary shares At the beginning of the year Shares issued during the year Share issue from capital raising Share issue on conversion of options Share issue on conversion of convertible notes Share issue on payment of creditors Share issue on conversion of loan At reporting date - - - - - - - - - - 2020 US$ 2019 US$ 95,084,966 91,686,061 2020 US$ 91,686,061 2,918,322 - - 491,259 - 95,095,642 2020 Number 2019 US$ 84,752,154 1,172,628 423,194 164,970 185,048 13,167 91,686,061 2019 Number 816,842,159 713,699,792 94,812,055 - - 11,728,099 - 923,382,313 51,265,000 37,500,000 7,591,796 6,245,031 540,540 816,842,159 COKAL LIMITED Annual Report 2020 | Page 55 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 16: Issued Capital (cont’d) (b) Options All options on issue at 30 June 2020 were as follows: Number of options Exercise price US$ Expiry date Employees: Consultant 1,000,000 4,000,000 3,000,000 3,000,000 3,000,000 5,000,000 1,000,000 1,000,000 Platinum / Northrock 37,500,000 Aahana Mineral Resources SDN 37,500,000 96,000,000 0.08 0.10 0.03 0.04 0.05 0.07 0.07 0.03 0.01 0.01 22 December 2020 22 December 2020 20 December 2021 20 December 2021 20 December 2021 20 December 2021 19 September 2020 20 December 2021 20 February 2023 20 February 2023 (c) Capital Risk Management Management controls the capital of the Group in order to provide capital growth to shareholders and ensure the Group can fund its operations and continue as a going concern. The Group capital comprises equity as shown in the Statement of Financial Position. There are no externally imposed capital requirements other than shown in note 16. Management effectively manages the Group capital by assessing the Group financial risks and adjusting its capital structure in response to changes in these risks and the market. These responses include raising sufficient equity capital when required. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. Note 17: Reserves Share based payments option reserve Translation reserve 2020 US$ 7,622,839 (1,426,642) 6,196,197 2019 US$ 7,572,139 (1,455,455) 6,116,687 The option reserve records the value of options issued as part of capital raisings, and consultant services as well as expenses relating to director, executive and employee share options. During the year ended 30 June 2020, proportional expensing of options issued to the CEO, Mr James Coleman in December 2018 was recorded, totalling US $50,700. These options are as follows: • • • • 3,000,000 options with an exercise price of US$0.03 and expiry date of 20 December 2021, vesting on production of 20,000 tonnes per month of coal (including PCI) for three consecutive months; 3,000,000 options with an exercise price of US $0.04 and expiry date of 20 December 2021, vesting on production of 40,000 tonnes per month of coal (including PCI) for three consecutive months; 3,000,000 options with an exercise price of US $0.05 and expiry date of 20 December 2021, vesting upon commencement of shallow river barging; and 5,000,000 options with an exercise price of US$0.07 and expiry date of 20 December 2021, vesting upon first shipment of coking coal from BBM. Translation reserve represents the net exchange differences arising from the translation as a result of foreign operations. COKAL LIMITED Annual Report 2020 | Page 56 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 18: Parent Entity Information The consolidated financial statements incorporate the assets, liabilities and results of the parent entity in accordance with the accounting policy described in Note 1. Parent Entity Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Issued capital Share based payment reserve Revaluation reserve Accumulated losses Total shareholder’s equity Loss for the year Total comprehensive loss for the year 2020 US$ 216,607 20,086,511 20,303,118 11,440,451 43,696 11,484,147 8,818,971 95,095,642 7,622,839 (3,537,489) (90,362,021) 8,818,971 (2,240,710) (2,240,710) 2019 US$ 119,407 18,753,089 18,753,089 10,581,376 721,952 11,303,327 7,571,748 91,686,061 7,572,136 (3,565,142) (88,121,311) 7,571,748 (1,655,025) (1,655,025) Guarantees The parent entity has set up wholly owned special purpose entities (SPEs) in Singapore to hold ownership interests in Indonesia and Tanzania entities and provided an undertaking to financially support SPEs to meet their liabilities as and when they fall due. Contractual Commitments There were no contractual commitments for the acquisition of property, plant and equipment entered into by the parent entity at 30 June 2020 (2019 – nil). Contingent liabilities The parent entity has no contingent liabilities. Capital commitments The parent entity has no capital commitments. Impairment assessment At 30 June 2020, Cokal Limited, the parent entity, performed an impairment assessment of its investments in subsidiaries and non-current receivables from subsidiaries. As a result of this assessment, the carrying amount of these assets was impaired by US$1,500,000 (2019: US$4,000,000). COKAL LIMITED Annual Report 2020 | Page 57 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 19: Commitments Operating lease commitments Future minimum rentals payable under non-cancellable operating leases as at 30 June 2020 are as follows: Payable - not later than 12 months - between 12 months and 5 years - greater than 5 years 2020 US$ 2019 US$ - - - - 77,297 81,397 - 158,694 Note 20: Contingent Liabilities The Group has a number of contingent liabilities in respect of deferred purchase consideration for the acquisition of its mining and exploration tenements. BBP Vendor Payment At 30 June 2020, the Group’s contingent liabilities include US$7.95m (30 June 2019: US$7.95m) in respect of its PT Borneo Bara Prima (BBP) tenement. The amount is payable on the achievement of certain milestones, including but not limited to the establishment of certain JORC Inferred Coal Resources and the issuance of production operation IUPs (licences) and production forestry permits. BBM Vendor Payment As part of the Group’s acquisition of its interest in the BBM project, it was agreed an amount of US$10.0 million would be payable within 30 days of the issue of the Production/ Operations IUP (mining license granted under the Indonesian New Mining Law). During the year the Company entered into an agreement with the vendor of BBM for these vendor payments due on commencement of production. It has now been agreed that an amount of US$10.5 million will be paid via: 1. US$200,000 within 30 days of signing the agreement; 2. During the first and second year of coal sales to a third party, monthly at a rate of US$2 per tonne of coal sold; 3. From the third year of coal sales to a third party, monthly at a rate of US$3 per tonne of coal sold. Payments under items 2 and 3 are to total US$10.3 million. BMA Group loan On 21 September 2018, Cokal signed a Key Principles of Agreement with PT Bara Mineral Asri (BMA Group) to develop and operate PCI and Coking Coal operations at the BBM Project. Cokal received US$2.0 million loan from BMA Group to secure the transaction but the BMA Group failed to complete the other funding conditions set out in the Key Principles of Agreement and has also failed to document the loan arrangement with the Group. Therefore, the Group has assessed the loan is repayable on demand and has been disclosed at the face value of the amounts received. It has been agreed that the liability will be repaid based on US$ 10 per tonne, if the coal price is greater than US$ 110 per tonne, or 10 % of the coal price if less than US$ 110 per tonne. Alpine Invest Holdings Ltd Commitment During May 2020 the Company consented to the assignment of the Platinum Loans to Alpine Invest Holdings Ltd (Alpine). It was agreed as a term of the consent to the assignment that immediately upon transfer of the Platinum Loans to Alpine, that the loans are deemed released and Alpine discharges and releases Cokal and each Cokal Group Company from their liability to make payment of the Platinum Loans totalling $9,261,535 on the following terms: • each of the Subsequent Conditions is irrevocably satisfied or otherwise waived; • the royalty payable to Alpine under the Royalty Deed will be the greater of: 1. USD 10,000 per month; and 2. USD 2.00 per tonne of coal sold by BBM and TBAR on a monthly basis; • • the maximum royalty payment of USD 40million payable under the Royalty Deed remains the same and will be payable through the first 20 million tonnes of coal produced and sold by both BBM and TBAR; and all other conditions stated in the Royalty Deed shall remain the same. COKAL LIMITED Annual Report 2020 | Page 58 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 21: Operating Segments Segment performance for the year ended 30 June 2020 Australia Indonesia Singapore US$ US$ US$ Total US$ Sale of coal Other income Interest revenue Total segment income Depreciation expenses Amortisation expenses Finance costs Share based payments Other expenses Total segment expenses 9,335,557 7 9,335,564 36,855 9,240 46,276 50,700 7,633,007 7,776,076 - 49 49 90,778 119,028 (22,520) - 1,956,261 2,143,547 - 10,190 10,190 - - - - - - 9,335,557 10,246 9,345,803 127,633 128,268 23,756 50,700 9,589,268 9,919,625 Segment net profit /(loss) before tax (440,514) (2,143,498) 10,190 (2,573,822) Segment assets and liabilities as at 30 June 2020 Property, plant and equipment Exploration and evaluation assets Other segment assets Total segment assets - - 47,066 47,066 112,341 25,232,849 525,987 25,871,177 - - 617,460 617,460 112,341 25,232,849 1,190,513 26,535,703 Total segment liabilities 10,358,624 7,300,174 22,035 17,680,833 Capital expenditure for the year ended 30 June 2020 Property, plant and equipment Exploration and evaluation assets - - 53,143 165,647 Segment performance for the year ended 30 June 2019 Australia Indonesia Singapore US$ US$ US$ Sale of coal Revenue and Other income Total segment income Depreciation expenses Finance costs Share based payments Write-off Capital WIP Other expenses Total segment expenses Segment net profit /(loss) before tax - 4,631,743 4,631,743 (65,772) (3,429) (1,003,561) - (1,250,568) (2,323,330) 2,307,437 470,109 - 470,109 (16,885) (33,021) - (1,162,169) (3,411,469) (4,623,544) (4,152,459) COKAL LIMITED Annual Report 2020 | Page 59 - - - - - - - - - (10,695) (10,695) (10,695) 53,143 165,647 Total US$ 470,109 4,631,743 5,101,852 (82,657) (36,450) (1,003,561) (1,162,169) (4,672,732) (6,957,569) (1,855,717) For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 21: Operating Segments (cont’d) Segment assets and liabilities as at 30 June 2019 Property, plant and equipment Exploration and evaluation assets Other segment assets Total segment assets Australia Indonesia Singapore US$ US$ US$ Total US$ 106,134 80,697 - 25,067,202 (2,788) 326,785 103,346 25,474,684 - - - - 186,831 25,067,202 323,997 25,578,030 Total segment liabilities 10,624,966 6,846,567 159,777 17,631,310 Capital expenditure for the year ended 30 June 2019 Property, plant and equipment Exploration and evaluation assets - - 2,843 - - - 2,843 - *Inter segment expense relating to the income is eliminated in Indonesia’s exploration and evaluation assets. Note 22: Cashflow Information (a) Reconciliation of loss after income tax to net cash flow used in operating activities Note 2020 US$ 2019 US$ Loss for the year Non-cash items: - Depreciation - Amortisation - Property, plant and equipment write-off - Share options expensed ** - Gain on loan forgiveness - Foreign exchange movement Change in operating assets and liabilities: - (Increase)/Decrease in accounts receivables - Increase in other current assets - Decrease in other non-current assets - Increase in revenue in advance - Decrease in convertible notes - Increase in accounts payables Net cash flow used in operating activities 10 10 (2,573,822) (1,855,717) 127,633 128,268 - 50,700 82,657 - 1,162,166 1,116,544 2 & 15 (9,261,535) (4,630,767) 28,810 - (8,015) (77,288) 12,868 - - 21,032 (13,407) - (307,189) (12,887) 9,692,188 1,460,299 (1,880,193) (2,977,269) ** The Company issued shares and options in payment of the following (refer notes 16 and 23): Share options expensed: - Options issued on discharge and release of Platinum entity loans: US$ Nil (2019: US$1,003,561); - Options issued as a bonus to the CEO US$ 50,700 (2019 issued to Executive Director: US$ 100,078); and - Options issued to creditors: US$ Nil (2019: US$ 12,905). Share issues in payment of expenses: - Shares issued in payment of CEO’s salary US$152,800 (2019: US$ 28,686) - Shares issued in payment of director fees owing: US$ 338,459 (2019: US$ 156,362); - Shares issued on conversion of convertible notes: US$ Nil (2019: US$164,970); and - Shares issued on conversion of loan: US$ NIL (2019: US$ 13,167). COKAL LIMITED Annual Report 2020 | Page 60 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 23: Share-based Payments The following share-based payment arrangements existed at 30 June 2020. (a) Share-based payments to directors, executives, employees and suppliers During the year ended 30 June 2020, Nil options were issued to directors and Nil options were issued to executives and employees of the Group. Options on issue to suppliers as at 30 June 2020 are as follows: • On 20 February 2018, 75,000,000 options were issued to Northrock and Platinum Partners at US$0.01 expiring on 20 February 2023, vesting on conversion of debt to royalty • On 19 September 2018, 1,000,000 options were issued to Helbraun Holdings Pty Ltd at US$0.07, expiring on 19 September 2020 • On 20 December 2018, 1,000,000 options were issued to Lightglow Enterprises Pty Ltd at US$0.03, expiring on 20 December 2021 • On 10 January 2019, 37,500,000 options were issued to Platinum entities at US$0.01, expiring 10 January 2023. These were exercised during the 2019 financial year. All options issued by Cokal Limited entitle the holder to one ordinary share in Cokal Limited for each option exercised. The options were granted for nil consideration. Once vested, options can be exercised at any time up to the expiry date. The range of exercise prices for options outstanding at 30 June 2020 was US$0.01 to US$0.10 (2019: US$0.01 to US$0.10) and weighted average remaining contractual life of 2.31 years (30 June 2019: 3.29 years). 30 June 2020 No. of options Weighted average No. of options exercise price 30 June 2019 Weighted average exercise price Outstanding at beginning of period 96,000,000 Granted Forfeited/Cancelled Exercised Expired Outstanding at period-end Exercisable at period-end - - - - 96,000,000 39,500,000 US$ 0.02 - - - - 0.02 0.01 140,800,000 52,500,000 - 37,500,000 59,800,000 96,000,000 2,000,000 US$ 0.07 0.02 - 0.01 0.14 0.02 0.05 Shares issued on exercise of an option rank equally with all other ordinary shares then on issue. (b) Recognised share based payment expenses Expense arising from options issued on amendment of debt to royalty conversion agreement Expense arising from shares issued as salary expense Expense arising from shares issued in payment of creditors Expense recognised for options issued as bonus Expense arising from options issued in payment of creditors 2020 US$ Effect on Statement of Comprehensive Income 2019 US$ Effect on Option Reserve Effect on Statement of Comprehensive Income - 1,003,561 1,003,561 - - 50,700 - - - 100,078 12,905 28,686 156,362 100,078 12,905 - 1,116,544 1,301,592 Effect on Option Reserve - - - 50,700 - 50,700 COKAL LIMITED Annual Report 2020 | Page 61 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 24: Related Party Disclosure Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. (a) Parent entity The parent entity and ultimate controlling entity is Cokal Limited, which is incorporated in Australia. (b) Subsidiaries Interests and transactions in subsidiaries are disclosed in Note 9. (c) Key management personnel (KMP) compensation The KMP compensation for the year ended are set out below: Short-term employee benefits* Post-employment benefits Termination benefits Share-based payments 2020 US$ 349,481 4,768 - 55,700 409,949 2019 US$ 624,018 18,023 45,683 100,078 787,802 * The terms of directors’ services are described below. Amounts included, but not paid as at year end are recorded under note 13. Note 25: Financial Risk Management (a) General objectives, policies and processes In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. The Group’s financial instruments consist mainly of deposits with banks, accounts receivable, security deposits, interest bearing loans and accounts payable. The Board has overall responsibility for the determination of the Group’s financial risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group’s finance function. The Group’s financial risk management policies and objectives are therefore designed to minimise the potential impacts of these risks on the results of the Group where such impacts may be material. The overall objective of the Board is to set policies that seek to reduce financial risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below. (b) Credit risk Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in the Group incurring a financial loss. This usually occurs when debtors fail to settle their obligations owing to the Group. The Group’s objective is to minimise the risk of loss from credit risk exposure. The Group’s maximum exposure to credit risk at the end of the reporting period, without taking into account the value of any collateral or other security, in the event other parties fail to perform their obligations under financial instruments in relation to each class of recognised financial asset at reporting date, is as follows: COKAL LIMITED Annual Report 2020 | Page 62 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 25: Financial Risk Management (cont’d) Cash and bank balances Receivables Security deposits Total Note 7 8 7 2020 US$ 779,717 10,117 138,916 928,750 2019 US$ 127,361 2,102 138,916 268,379 Credit risk is reviewed regularly by the Board and the Audit Committee. The Group does not have any material credit risk exposure to any single debtor or Group of debtors under financial instruments entered into by the Group. No receivables balances were past due or impaired at period end. The credit quality of receivables that are neither past due nor impaired is good. Bank deposits are held with Macquarie Bank Limited, National Australia Bank Limited and Australia and New Zealand Banking Corporation Limited. (c) Liquidity Risk Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet financial obligations as they fall due. The objective of managing liquidity risk is to ensure, as far as possible, that the Group will always have sufficient liquidity to meets its liabilities when they fall due, under both normal and stressed conditions Liquidity risk is reviewed regularly by the Board and the Audit Committee. Regular financial updates are received by the Board, including financial forecasts of expenditure. The Board maintains a standing item in its Board meetings relating to the Group’s funding with discussion and updates of various options and progression of funding provided regularly. Carrying Amount US$ Contractual Cash flows US$ <6 months 6 – 12 months 1 – 3 years >3 years US$ US$ US$ US$ MATURITY ANALYSIS– 30 June 2020 Financial Liabilities - - - - - - - Accounts payable Leases Borrowings Total 15,492,256 110,129 2,078,448 17,680,833 15,492,256 110,129 2,078,448 17,680,833 6,230,721 59,036 78,448 6,368,205 9,261,535 43,443 2,000,000 11,304,978 - 7,650 - 7,650 Carrying Amount US$ Contractual Cash flows US$ <6 months 6 – 12 months 1 – 3 years >3 years US$ US$ US$ US$ MATURITY ANALYSIS– 30 June 2019 Financial Liabilities Accounts payable Borrowings Total 6,212,566 11,418,744 17,631,310 6,212,566 6,212,566 - 11,418,744 17,631,310 9,418,744 15,631,310 2,000,000 2,000,000 - - - - - - - - - - - - (d) Market Risk Market risk arises from the use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk). The entity does not have any material exposure to market risk other than as set out below. (i) Interest rate risk Interest rate risk arises principally from cash and cash equivalents. The objective of interest rate risk management is to manage and control interest rate risk exposures within acceptable parameters while optimising the return. Interest rate risk is managed with fixed rate debt. For further details on interest rate risk refer to the tables below: COKAL LIMITED Annual Report 2020 | Page 63 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 25: Financial Risk Management (cont’d) (i) Interest rate risk (cont’d) 2020 Floating interest rate Fixed interest rate Non-interest bearing Total carrying amount Weighted average effective interest rate Financial assets Cash and bank balances Receivables Security deposits Total financial assets Financial liabilities Accounts payable Leases Borrowings Total financial liabilities US$ 779,717 - - 779,717 - - - - US$ US$ US$ % - - - - - 110,129 - 110,129 - 10,117 138,916 149,033 15,492,256 - 2,078,448 17,570,704 779,717 10,117 138,916 928,750 15,492,256 110,129 2,078,448 17,680,833 - - - - - - - - 2019 Floating interest rate Fixed interest rate Non-interest bearing Total carrying amount Financial assets Cash and bank balances Receivables Security deposits Total financial assets Financial liabilities Accounts payable Borrowings Total financial liabilities US$ US$ US$ US$ 127,361 - - 127,361 - - - - - - - - - - - 2,102 138,916 141,018 127,361 2,102 138,916 268,379 6,212,566 11,418,744 17,631,310 6,212,566 11,418,744 17,631,310 Weighted average effective interest rate % - - - - - - - The Group has performed a sensitivity analysis relating to its exposure to interest rate risk. This sensitivity demonstrates the effect on the current period results and equity which could result from a change in these risks. At 30 June 2020 the effect on post tax profit and equity as a result of changes in the interest rate for floating interest rate instruments, with all other variables held constant, would be as follows: 2020 Cash and cash equivalents Total effect on post tax profit 2019 Cash and cash equivalents Total effect on post tax profit Carrying Amount (interest bearing) US$ Increase in interest rate by 0.5% US$ Decrease in interest rate by 0.5% US$ 218,633 218,633 266,277 266,277 1,093 1,093 1,331 1,331 (1,093) (1,093) (1,331) (1,331) (ii) Currency risk Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group hold financial instruments which are other than the US$ functional currency of the Group. The Group is exposed to currency risk on its cash and cash equivalents held (in AUD and Indonesian Rupiah) in Indonesia and Australia as well as on purchases made from suppliers in Indonesia and Australia. COKAL LIMITED Annual Report 2020 | Page 64 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 25: Financial Risk Management (cont’d) (ii) Currency risk (cont’d) The Group’s exposure to significant foreign currency risk and the effect on post tax profit as a result of changes in foreign currency rates, with all other variables held constant, are as follows: 2020 Cash and bank balances Accounts payable and others Borrowings Net exposure Effect on post profit: Increase by 10% Decrease by 10% 2019 Cash and bank balances Accounts payable and others Borrowings Net exposure Effect on post tax profit: Increase by 10% Decrease by 10% AUD US$ (4,320) 967,296 78,448 SGD US$ 166,574 5,241,390 - Indonesian Rupiah US$ 617,463 22,035 - 1,041,424 5,407,964 639,498 104,142 (104,142) (790) 1,323,000 157,209 1,479,419 147,942 (147,942) 540,796 (540,796) - 319,339 - 63,950 (63,950) 128,151 4,570,227 - 319,339 4,698,378 31,934 (31,934) 469,838 (469,838) Total US$ 779,717 6,230,721 78,448 7,088,886 708,889 (708,889) 127,361 6,212,566 157,209 6,497,136 649,714 (649,714) COKAL LIMITED Annual Report 2020 | Page 65 For personal use only Notes to the Consolidated Financial Statements for the year ended 30 June 2020 Note 26: Significant Events after the Reporting Date There have been no significant events after reporting date. COKAL LIMITED Annual Report 2020 | Page 66 For personal use only Declaration by Directors The directors of the Group declare that: 1. The financial statements, comprising the statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity, and accompanying notes, are in accordance with the Corporations Act 2001 and: (a) comply with Australian Accounting Standards and the Corporations Regulations 2001; and (b) give a true and fair view of the Group’s financial position as at 30 June 2020 and of its performance for the year ended on that date. 2. The Group has included in the note 1 to the financial statements and explicit and unreserved statement of compliance with International Financial Reporting Standards. 3. In the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 4. The remuneration disclosures included in pages 17 to 22 of the directors’ report (as part of audited Remuneration Report) for the year ended 30 June 2020, comply with section 300A of the Corporations Act 2001. 5. 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 signed in accordance with a resolution of the directors. Cokal Limited Domenic Martino Chairman Sydney 30 September 2020 COKAL LIMITED Annual Report 2020 | Page 67 For personal use only COKAL LIMITED ABN 55 082 541 437 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COKAL LIMITED AND CONTROLLED ENTITIES Opinion We have audited the financial report of Cokal Limited and its controlled entities (the group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information, and the directors’ declaration. In our opinion the accompanying financial report of the Cokal Limited and its controlled entities is in accordance with the Corporations Act 2001, including: (a) (b) giving a true and fair view of the group’s financial position as at 30 June 2020 and of its performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis of Opinion We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. Our responsibilities under those standards are further described in the Auditor’s responsibility section of our report. We are independent of the Company in accordance with 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. Emphasis of Matter – Material Uncertainty Related to Going Concern We draw attention to Note 1(c) in the financial report, which indicates that the group incurred a net loss of $2,573,822 during the year ended 30 June 2020 and, as of that date, the group’s current liabilities exceeded its current assets by $16,649,675. As stated in Note 1(c), these events or conditions, along with other matters as set forth in Note 1(c) indicate the existence of a material uncertainty that may cast significant doubt about the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. For personal use only COKAL LIMITED ABN 55 082 541 437 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COKAL LIMITED AND CONTROLLED ENTITIES Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the year ended 30 June 2020. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How Our Audit Addressed the Key Audit Matter Carrying value of exploration and evaluation assets Refer to Note 11 Exploration expenditure and Note 1(y) Critical accounting estimates and judgements At 30 June 2020, the group had capitalised exploration expenditure assets of $25,232,849. The group’s accounting policy in respect of exploration, evaluation and development expenditure is outlined in Note 1(l). significant This is a key audit matter because the carrying value of the assets are material to the financial statements and is applied in determining whether an indicator of impairment exists in relation to capitalised exploration in accordance with AASB 6 “ Exploration for and Evaluation of Mineral Resources”. expenditure judgement assets and Our procedures included, amongst others: • We assessed management's determination that its exploration activities and status of areas of interest has met the requirements of AASB 6; • We verified a sample of additions capitalised exploration expenditure supporting documentation; to to • In assessing whether an indicator of impairment exists in relation to the group’s in exploration and evaluation assets accordance with AASB 6, we − − − − reviewed the licenses for the rights to explore expiring in the near future or are not expected to be renewed; examined the board meeting minutes and ASX announcements along with other internal and external information directors’ gathered expectation whether the carrying value of exploration and evaluation assets is likely to be recovered in full through successful development or sale; determine to the group’s reviewed flow forecasts or planned budget and future activity regarding the exploration and evaluation assets; and cash discussed with management the group’s ability and intention to undertake further exploration activities; • We also assessed the recoverability of carrying value of exploration and evaluation assets against the fair value less cost of disposal implied from the company’s market capitalisation plus a control premium; and • We assessed the adequacy of the related disclosures within the financial statements. For personal use only COKAL LIMITED ABN 55 082 541 437 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COKAL LIMITED AND CONTROLLED ENTITIES Key Audit Matter How Our Audit Addressed the Key Audit Matter Debt modification and restructuring Refer to Note 13 Accounts Payable and others and Note 15 Borrowings As disclosed in Note 13, the group consented to the assignment of the Platinum Loans to Alpine Invest Holdings Ltd to convert the carrying value of borrowings into royalty payable based on the conditions and repayment terms under the Royalty Deed. The directors assessed the fair value of royalty payable using as a proxy the carrying value of loan extinguished taking into consideration the performance future production levels. risk associated with Due to the significance of the transaction and accounting complexity judgement involved in accounting for the debt modification this and transaction as a key audit matter. restructuring, we have identified including Our procedures included, amongst others: • We obtained and reviewed the key terms and conditions attached to the existing debt and the restructure arrangements; • We obtained an external confirmation to validate the restructure arrangements; • We evaluated management’s accounting treatment in respect to the debt modification and restructuring; • We reviewed the estimated fair value of royalty payable in exchange for the existing borrowings and held discussions with the necessary management adjustments required to determine the fair value of royalty payable; and to assess • We assessed the adequacy of the related disclosures within the financial statements. Information Other than the Financial Report and Auditor’s Report Thereon The directors are responsible for the other information. The other information comprises the information included in the group’s annual report for the year ended 30 June 2020 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. For personal use only COKAL LIMITED ABN 55 082 541 437 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COKAL LIMITED AND CONTROLLED ENTITIES 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 have no realistic alternative but to do so. Auditor’s Responsibility 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 Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the director’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group to cease to continue as a going concern. - 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. For personal use only COKAL LIMITED ABN 55 082 541 437 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COKAL LIMITED AND CONTROLLED ENTITIES - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore 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 We have audited the remuneration report included in pages 17 to 22 of the directors’ report for the year ended 30 June 2020. In our opinion, the remuneration report of Cokal Limited, for the year ended 30 June 2020, complies with s 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 s 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. HALL CHADWICK (NSW) Level 40, 2 Park Street Sydney NSW 2000 DREW TOWNSEND Partner Dated: 30 September 2020 For personal use only

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