CVD Equipment
Annual Report 2021

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202 1 ANNUAL RE PO RT CORPORATE DIRECTORY DIRECTORS & COMPANY SECRETARY Mr Wayne Trumble Non-Executive Chairman Mr Alasdair Cooke Executive Director Mr Richard Monti Non-Executive Director Mr Steve Abbott Managing Director Mr Daniel Davis Company Secretary REGISTERED & PRINCIPAL OFFICE Suite 1, 245 Churchill Avenue Subiaco 6008 Western Australia Telephone: +61 8 9426 6400 Facsimile: +61 8 9426 6448 Internet: caravelminerals.com.au SHARE REGISTER Automic Group Level 2, 267 St Georges Terrace Perth 6000 Western Australia Telephone: 1300 288 664 Internet: automicgroup.com.au SECURITIES EXCHANGE LISTING Australian Securities Exchange Limited Home Branch – Perth Level 40, Central Park 152-158 St George’s Terrace Perth 6000 Western Australia ASX CODE CVV Fully paid ordinary shares SOLICITORS Fairweather Corporate Lawyers 595 Stirling Highway Cottesloe WA 6011 AUDITOR BDO Audit (WA) Pty Ltd 38 Station Street Subiaco 6008 Western Australia 2 TABLE OF CONTENTS Managing Director's Report Report on Activities Financial Report Director’s Report Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Note to the Consolidated Financial Statements Directors’ Declaration Independent Auditor’s Report ASX Additional Information 1 2 8 10 18 19 20 21 22 23 41 42 46 MANAGING DIRECTOR’S REPORT I’m very pleased to report on what has been a redefining 12 months for Caravel Minerals (ASX: CVV), in a year of extraordinary events for global markets. During the year, Caravel made significant advances towards becoming an Australian copper developer. A stronger copper market combined with a clear plan for progressing our feasibility studies has taken the project from a scoping level assessment to being well advanced in feasibility studies and planning for implementation. The copper price increased about 60% over the 12-month period and further price increases are expected as supply and costs come under pressure from resource depletion, social and political disruptions and fewer new discoveries. These dynamics have seen companies such as Caravel become a proxy for investor exposure to upward movements in the copper price. Caravel is one of the largest copper resources in Western Australia and in the top 10 largest undeveloped copper projects in Australia. During the past year we have completed several drilling programs including 7,275m of diamond drilling and 26,955m of reverse circulation (RC) percussion drilling at the Project, aiming to extend and define higher-grade zones. The recent work will form the basis for a new resource to support the Pre-feasibility Study (PFS) and is expected to significantly add to the 2019 Mineral Resource of 661.9Mt @ 0.28% Cu for 1.86Mt contained copper. Results from the drilling have shown significant new zones of higher-grade mineralisation at the Bindi deposit, highlighted potential to extend the Dasher deposit resource and improved geological confidence across the Project. An updated Mineral Resource Estimate is expected to be complete early in the fourth quarter of this year. A range of other project development activities are also being undertaken for the PFS. Ausenco was appointed as lead engineering consultant in June 2021. Ausenco is an excellent partner for the Caravel Copper Project as they are an industry leader in global engineering services with extensive experience in copper processing and infrastructure projects. The first-phase engineering Copper works is now complete including trade-off studies for comminution, flotation, water, tailings and layout options with guidance to be reported in a Revised Scoping Study during October 2021. The PFS is continuing and is planned to be complete in early 2022. A range of other activities progressed in the second half of the year including studies on mine optimisation and design, geotechnical design, metallurgy, tailings design, environmental approvals, water supply, power supply, logistics, concentrate marketing and community/ stakeholder relations. Caravel has developed a strong shareholder base, both new and existing, and the value of the company has risen in line with the copper price and increasing understanding of the Project's value. We raised over $21 million in four placements through the year to fund drilling, project development and exploration work. Paradice Investment Management became a major shareholder during the year, acquiring nearly 7% of the company. I thank both existing and new shareholders for their support. We are grateful for the strong support from suppliers, contractors, and many stakeholders near our project and this support is highly valued by the Company, its Board and Management. In particular we wish to thank landowners who have worked with us since 2009 and continue to be important stakeholders as we progress our field investigations for the PFS. I take this opportunity to thank our Management team and staff for their efforts over the past year, particularly given our busy PFS and resource drilling programs. I also thank my fellow Board members for their support and guidance through the year. We have many important milestones to deliver in the next 12 months, and I look forward to keeping you updated during this journey. Steve Abbott Managing Director 1 ANNUAL REPORT 2021CARAVEL MINERALS REPORT ON ACTIVITIES HIGHLIGHTS Corporate Over $21 million raised in placements through the year to fund drilling, project development and exploration work. Paradice Investment Management became a major shareholder during the year, acquiring nearly 7% of the company. Strong support from existing shareholders demonstrating confidence in company assets and direction. Retention and attraction of experienced management and staff during a period of intense competition for labour within the WA resources sector. Successful navigation of business conditions and opportunities presented by the COVID-19 pandemic resulting from people and assets based in Western Australia as well as positive business relationships with suppliers and stakeholders. Resource Drilling programs were completed at the Dasher deposit as well as the Ninan, Opie, and Dasher East Prospects, drilling is ongoing at the Bindi deposit. Extensive 26,955m reverse circulation (RC) percussion drilling program at the Bindi deposit to test extensions and continuity of copper mineralisation in the Bindi East Limb (Figure 1). 7,275m Deep diamond drilling to test the depth extents of the Bindi copper deposit. The geological model for the Bindi mineralisation was revised at the south end of the Bindi East Zone where observations from the drill cores indicate development of a synformal fold closure producing the wider than expected intersections where holes have passed through the interpreted fold hinge (Figure 2). Revisions to the geology model based on the potential for a continuation of the mineralisation though the synform, forming a third zone east of the East Limb. 2 Based on deep drilling results at Bindi, the Company defined an Exploration Target for the intersected mineralisation of 75 to 85 million tonnes at a grade of 0.20% to 0.30% copper, for 150,000 to 255,000 tonnes contained copper (Figure 3). 11,000 metre RC percussion infill drilling program commenced during the year at the Bindi East Limb and Hinge area to confirm higher-grade copper zones within the Bindi Hinge and more recently identified Bindi East Limb area (Figure 1). Diamond drilling work was also undertaken to obtain detailed geotechnical information and additional metallurgical samples for the feasibility studies into the mining development of the Caravel Copper Project. Increased confidence in higher-grade areas for resource/reserve classification for consideration in early stages of a proposed mine schedule. Significant and material volumes of data collected for incorporation into new mineral estimate planned for October 2021. Figure 1: Bindi deposit drilling collar plan 2020/21 CARAVEL MINERALSANNUAL REPORT 2021 Figure 2: Bindi South East Synform Cross Section Figure 3: Bindi Oblique – with deep exploration target CARAVEL MINERALS 3 ANNUAL REPORT 2021 ANNUAL REPORT 2021 PFS Geotechnical assessment of Bindi deposit completed by Dempers & Seymour. Metallurgical test work – comminution testing including work indices, SMC and abrasion testing is well advanced. Work continues on the flotation parameters and optimisation for the circuit. Discussions have taken place with port authorities regarding the export of concentrate through the relevant facilities. Progressed power application processes with Western Power, capitalising on existing grid power connection and a range of energy options including renewable sources. First water bores drilled as part of works that are underway to define groundwater models. Landowner discussions and consultation as a key component of project layout planning and design options that were also investigated concurrently during the year. Environmental baseline study continuation including completion of fauna surveys. Permitting and approvals planning and commencement of requirements for Environmental Protection Act 1986 Part IV referral. Environmental baseline studies progressed and on track for completion during the 2021 spring season. Project Formal commencement of the Caravel Copper Project Pre-Feasibility Study building on the positive economics defined by the 2019 Scoping Study and in an environment of rising copper prices. Appointment of Ausenco as lead engineering consultant for the Caravel Copper Project PFS. Ausenco joins Caravel as a valued technical partner with extensive experience in the successful delivery of cost-effective, high-performance copper mining and processing projects. Appointment of experienced PFS technical advisory team including: • Dempers & Seymour – Geotechnical evaluation • Knight Piesold – Tailings and waste rock assessments/design • Aurifex – Design of metallurgical test work program and expert advice • ALS – Metallurgical test work including ore characterisation, comminution, flotation and vendor testing • Western Power – Power supply and transmission options • Trepanier – Resource estimation • Smith Drilling – Water exploration • Rockwater - Hydrological modelling and expertise for the bore field • Preston Consulting – Environmental Impacts Assessment (Part IV & V – EP Act 1986) • CDM Smith – Mining Proposal & Closure Ausenco’s completion of first-phase engineering including trade-off studies for comminution, flotation, water, tailings and layout options (to be reported in a Revised Scoping Study). Phase 2 – engineering detail and definition well underway. 4 CARAVEL MINERALS Caravel completed compilation of open file data for the Dalwallinu and Toolbrunup areas and reconnaissance surface sampling. In addition the company completed an airborne electromagnetic (AEM) survey over the Toolbrunup magnetic feature which defined a number of conductors however most were considered to be sourced from near-surface lateritic cover. Caravel’s Brookton Cu-Zn prospect shows strong surface geochemistry from historic sampling completed by previous exploration companies dating back to 1977. Elevated Cu (>500ppm) in rock chips extend for 8km along strike, an elongate moderate magnetic feature extends a further 6km to the east along the same trend. Gossanous subcrop in the area is hosted by quart-biotite- garnet schists and granite gneiss suggesting a similar metamorphosed alteration halo to that seen at the Caravel Copper Project. ANNUAL REPORT 2021 EXPLORATION NEW PROSPECTS During the year Caravel continued to secure new mineral exploration licences over several areas of interest for copper, gold and nickel mineralisation within the prospective South West Terrane of the Yilgarn Block. The mineral potential of the South West Yilgarn Block has been highlighted by the Pt-Pd-Ni-Cu discovery at the Julimar Prospect by Chalice Gold Mines Ltd (70km southwest of Bindi) and the Angepena Au-Cu discovery by Liontown Resources Ltd (48km northwest of Bindi). The discoveries show the potential for significant mineralisation to be concealed below the surface weathering zone with only subtle surface geochemical responses. The Caravel copper deposits were discovered in 2009 by the same process of surface sampling and identification of low level anomalous geochemical responses. OUTLOOK The Company is establishing a clear path for the development of the Caravel Copper Project. Project feasibility studies are funded including delivery of the PFS and for continuation towards a DFS. Project development will be pursued in line with the de-risking and option refinements resulting from feasibility work. Caravel is actively pursuing exploration opportunities in the South West Yilgarn Terrane where it has particular experience and capability with programs expected to be reported during the year. Caravel is maintaining and expanding its sustainability activities to ensure long-term success of the Company, Project and our Stakeholders. CARAVEL MINERALS 5 ANNUAL REVIEW OF MINERAL RESOURCES As of 30 June 2021, the combined Indicated and Inferred Mineral Resources for the project totals 372.1Mt @ 0.35% Cu (at a 0.25% Cu cut-off grade) for 1.3Mt of contained copper (Table 1). Deposit Bindi Dasher Opie Total Classification Measured Indicated Inferred Sub-Total Measured Indicated Inferred Sub-Total Measured Indicated Inferred Sub-Total Measured Indicated Inferred Total Mt - 142.6 80.8 223.4 - 70.6 64.0 134.5 - 11.6 2.6 14.2 - 224.7 147.3 372.1 Cu (%) Mo (ppm) - 0.36 0.35 0.36 - 0.36 0.32 0.34 - 0.34 0.34 0.34 - 0.36 0.34 0.35 - 79 69 76 - 62 61 62 - 39 35 38 - 72 65 69 Cu (t) - 513,200 282,900 796,100 - 250,900 207,000 457,900 - 38,800 8,700 47,500 - 802,900 498,700 1,301,600 Table 1: Mineral Resources at 30 June 2021 (0.25% Cu cut-off) 5.21.1 Results of the annual review of the reported Mineral Resources at the Company’s flagship Caravel Copper Project for the year ending 30 June 2021 are disclosed in Table 1. 5.21.2 5.21.3 5.21.4 5.21.5 The Company’s financial year end is 30 June 2021 and mineral resources held at year end are disclosed in Table 1. Caravel has no reported Ore Reserves There has been no material change to the Mineral Resources in the period from 30 June 2020 to 30 June 2021. Resource governance arrangements are disclosed on page xx of the Company’s annual report that was released to ASX on 30 September 2020. Table 2: ASX Listing Rule 5.21 disclosure Competent Persons Statements The information in this report that relates to Mineral Resources is based on and fairly represents information and supporting documentation compiled by Mr Lauritz Barnes, (Consultant with Trepanier Pty Ltd). Mr Barnes is a shareholder of Caravel Minerals. Mr Barnes is a member of both the Australasian Institute of Mining and Metallurgy and the Australasian Institute of Geoscientists. Mr Barnes has sufficient experience of relevance to the styles of mineralisation and types of deposits under consideration, and to the activities undertaken to qualify as Competent Persons as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Barnes approves the inclusion in this report of the matters based on information in the form and context in which they appear. Previous Disclosure The information in this report that relates to the Calingiri Mineral Resource estimates is extracted from an ASX Announcement, (see ASX Announcement – 29 April 2019 “Caravel Copper Resource and Project Update”, refer to www.caravelminerals.com.au and www.asx.com.au). The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the Mineral Resources in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are represented have not been materially modified from the original market announcement. Forward Looking Statements This document may include forward looking statements. Forward looking statements include, but are not necessarily limited to, statements concerning Caravel Minerals planned exploration programmes, studies and other statements that are not historic facts. When used in this document, the words such as “could”, “indicates”, “plan”, “estimate”, “expect”, “intend”, “may”, “potential”, “should” and similar expressions are forward looking statements. Such statements involve risks and uncertainties, and no assurances can be provided that actual results or work completed will be consistent with these forward looking statements. 6 CARAVEL MINERALSANNUAL REPORT 2021 TENEMENT SCHEDULE Project Tenement Status Date Granted Date Expires Interest Caravel Copper Project E70/2788 E70/3674 E70/3680 E70/5228 E70/5229 R70/0060 R70/0063 E70/5400 E70/5417 E70/5511 E70/5512 E70/5673 E70/5462 E70/5506 E70/5542 E70/5596 E70/5731 E70/2338 Dalwallinu Toolbrunup Brookton Congellin Moodiarup Gillingarra Mt Williams Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Pending 3/6/2007 11/15/2010 11/23/2009 11/6/2019 11/6/2019 1/17/2020 5/12/2021 6/3/2020 7/9/2020 1/21/2021 2/23/2021 5/11/2021 1/5/2021 1/22/2021 3/5/2021 4/9/2021 3/5/2022 11/14/2022 11/22/2021 11/5/2024 11/5/2024 1/16/2023 5/11/2024 6/2/2025 7/8/2025 1/20/2026 2/22/2026 5/10/2026 1/4/2026 1/21/2026 3/4/2026 4/8/2026 4/21/2021 4/20/2026 100% 100% 100% 100% 100% 80% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 7 ANNUAL REPORT 2021CARAVEL MINERALS FINANCIAL REPORT 30 JUNE 2021 8 CARAVEL MINERALS Directors’ Report 30 June 2021 Corporate Directory The Directors of Caravel Minerals Limited (the “Company” or “Caravel”) present their report on the consolidated entity (the “Group”) consisting of Caravel Minerals Limited and its subsidiaries for the year ended 30 June 2021. Directors Qualifications, Experience and Special Responsibilities of Directors Wayne Trumble - Chairman A senior executive with 35 years of specific industry expertise in mining, electricity, investment and construction. Mr Trumble is currently employed as energy manager for Newmont Mining energy subsidiary Newmont Power Pty Ltd managing the supply of energy to the KCGM mining operations in Kalgoorlie. For the twelve years to 2013, Mr Trumble was the Executive General Manager of Griffin Power Pty Ltd, reporting to the Board of the Griffin Group, where he led Griffin’s move from fuel supplier to electricity generator. Mr Trumble led the team responsible for preparation of strategy and the development, execution and operation of Griffin’s $1.2 billion Bluewaters coal fired project, providing 436 MW of base load power in Western Australia. Other current directorships None Former directorships in the last three years None Special responsibilities Chairman Member of Remuneration Committee Interests in shares and options 400,000 shares 287,908 options Stephen Abbott - Managing Director A highly regarded mining executive with more than 25 years’ experience in senior international and resource sector roles. Mr Abbott has proven technical and management experience at senior levels across exploration, mining, processing, metallurgy, maintenance, smelting, refining, infrastructure, approvals and stakeholder engagement. Prior to Caravel, Mr Abbott worked as General Manager Iron Ore and Industrial Minerals for BC Iron and General Manager Business Development for Gindalbie Minerals. Earlier in his career, Mr Abbott spent eight years at Western Mining Corporation where he held various mechanical engineer and metallurgist roles culminating in a period as smelter superintendent at Olympic Dam. Mr Abbott holds a Bachelor of Engineering from Curtin University of Technology as well as a Post Graduate Diploma in Metallurgy and he attained an MBA from La Trobe University. He completed a diploma at Australian Institute of Company Directors. Other current directorships Nil Special responsibilities Managing Director Former directorships in the last three years None Interests in shares and options 5,657,144 shares 5,303,262 options Alasdair Cooke - Executive Director Alasdair Cooke has over 30-years of experience in the mining industry with over 15 years managing public resource companies. Alasdair is a qualified geologist with a track record of successful exploration and project development. He is a founding partner of Perth-based investment and technical services company Mitchell River Group (MRG). MRG has established a number of successful mining projects including greenfield mines in Australia, Africa and South America. Mr Cooke is the Chairman of African Energy Resources and a Director of EVE Investments. Alasdair is a substantial shareholder of Caravel Minerals. Other current directorships EVE Investments Limited African Energy Resources Ltd Special responsibilities Executive Director Former directorships in the last three years Anova Metals Limited (retired 8 May 2020) Interests in shares and options 25,176,358 shares 5,033,262 options 9 ANNUAL REPORT 2021CARAVEL MINERALS ANNUAL REPORT 2021 Directors’ Report 30 June 2021 Director's Report 30 June 2021 Richard Monti – Non-Executive Director (appointed 18 August 2020) Mr Monti has a successful thirty-four year career in the international mineral resource industry and brings to Caravel broad project development and corporate experience. Mr Monti is currently on the board of ASX listed companies Alto Metals Limited, Zinc of Ireland Limited and Pacifico Minerals Limited and is the principal of Terracognita supplying technical, commercial and corporate advice to resource industry companies. Other current directorships Alto Metals Limited Zinc of Ireland Limited Pacifico Minerals Limited Special responsibilities Chairman of Remuneration Committee Former directorships in the last three years Black Dragon Gold Limited (resigned 11 August 2021) Interests in shares and options 1,000,000 shares 1,393,954 options Alexander Sundich - Non-Executive Director (resigned 8 December 2020) Alex Sundich has over 30-years experience in the financial services industry and has been an independent corporate advisor and company director since 2008, focusing on clients in the mining industry. Daniel Davis – CFO and Company Secretary Daniel is a qualified accountant who has fifteen years-experience in senior accounting and corporate roles for resources businesses in all stages from exploration to development, construction and mining. He has been company secretary of ASX-listed companies African Energy Resources, Albidon and Energy Ventures (now EVE Investments) in the past ten years. Principal Activities The principal activities of the group during the financial year were the exploration of mineral tenements in Western Australia (“WA”). Dividends No dividends have been declared, provided for or paid in respect of the year ended 30 June 2021 (30 June 2020: nil) Corporate and Financial Position On 18 August 2020, Mr Richard Monti was appointed as a non-executive director. In addition to non-executive director fees of $25,000 per annum, Mr Monti is paid a monthly fee of $1,750 for his role as chairman of the exploration committee. On 8 December 2020, Mr Alexander Sundich resigned as a non-executive director of the Company. During the year a total of 20,209,295 options over ordinary shares were issued to KMP, employees and consultants. Of these, 6,678,386 options were issued to Key Management Personnel of which 390,000 options were granted to Alasdair Cooke in lieu of unpaid director fees for July 2021 and the remaining 6,288,386 options were granted under the terms and conditions of the Caravel Employee Share Option Plan (the “Option Plan”). Total value of options granted during the year is $3,690,143 of which $179,600 is the value of options issued to a consultant in payment of share issuance costs, $22,191 is the value of options issued in lieu of outstanding director fees $3,488,352 is the value of options granted under the Option Plan. Details on terms and valuation of these options are disclosed in note 7.5. The group’s net loss from operations for the year was $11,201,272 (2020: $1,118,461). At 30 June 2021, the group had net current assets of $11,940,426 (2020: $169,317). The Directors believe there are sufficient funds to meet the Group’s working capital requirements and as at the date of this report the Group believes it can meet all liabilities as and when they fall due. This report is prepared on the going concern basis which assumes the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. The Directors have reviewed the business outlook and the assets and liabilities of the Group and are of the opinion that the going concern basis of accounting is appropriate as they believe the Group will continue to be successful in securing additional funds through equity issues as and when the need to raise funds arises. Movements in Company’s share capital During the year the Company completed the following share placements and a share purchase plan: - On 21 July 2020 the Company completed a share placement (Placement) to raise $1,050,000 by issuing 26,250,000 shares at 4 cents per share. 10 10 CARAVEL MINERALS CARAVEL MINERALSANNUAL REPORT 2021 Director's Report Directors’ Report 30 June 2021 30 June 2021 - - - - - - On 20 August 2020 the Company completed a share purchase plan to raise $1,000,000 by issuing 25,000,000 shares at 4 cents per share. On 11 September 2020 the shareholders approved the issue of further 2,500,000 shares under the Placement to a director of the Company, Mr Alasdair Cook to raise additional $100,000. On 27 November 2020 the Company completed a share placement to raise $2,750,000 by issuing 34,375,000 shares at 8 cents per share. On 4 March 2021, the Caravel Minerals advised that it had completed a share placement to raise $9,000,000 by the issue of 56,250,000 shares at 16 cents per share. On 4 March 2021, 1,250,000 shares were issued to nominees of Alasdair Cooke in connection with his participation in a 8 cent share placement of 27 November 2020 that was approved by shareholders on 5 February 2021, to raise $100,000. On 21 June 2021 the Company completed a share placement raising $7,500,000 by issuing 27,777,778 shares at 27 cents per share. Shares and options over ordinary shares issued in settlement of supplier invoices (refer to note 4.2 for details): - - - On 16 October 2020 the Company issued 2,082,222 shares at 4.5 cents per share to a drilling contractor in settlement of $93,000 of drilling services. This value was reported in share capital at balance date. On 8 January 2021, 1,562,000 shares at 8 cents per share were issued to a drilling contractor in settlement of $124,960 of drilling services provided in 2020. This value was reported in share capital at balance date. On 4 March 2021 the Company awarded Canaccord Genuity 2,000,000 options exercisable at 30 cents and expiring 3 March 2024 as part consideration for their assistance with a $9,000,000 capital raising. Exercise and conversion of options into ordinary shares of the Company: - - - On 7 January 2021, 1,000,000 options were exercised at a strike price of 8 cents to raise $80,000. On 4 March 2021, 200,000 options were exercised at a strike price of 8 cents to raise $16,000. On 17 June 2021, 2,125,000 and 230,326 options were exercised at a strike price of 8 cents and 30 cents per option to raise $239,098. Business Strategies and Prospects The group currently has the following business strategies and prospects over the medium to long term: Seek to maximise the value of the group through successful exploration activities; (i) (ii) Develop the Caravel Copper Project; (iii) Selectively expand the group’s portfolio of exploration assets; and (iv) Examine other new business development opportunities in the mining and resources sector. Significant Changes in the State of Affairs None. Matters subsequent to the end of the financial year On 9 July 2021, 625,000 options were exercised at a strike price of 8 cents to raise $50,000. On 20 September 2021, 11,200,000 options were exercised at a strike price of 8 cents to raise $896,000. The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has not significantly impacted the entity up to 30 June 2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the entity's operations, the results of those operations, or the entity's state of affairs in future financial years. Environmental Regulation and Performance The group’s operations are subject to various environmental laws and regulations under the relevant government’s legislation. Full compliance with these laws and regulations is regarded as a minimum standard for all operations to achieve. 11 ANNUAL REPORT 2021CARAVEL MINERALS Directors’ Report Director's Report 30 June 2021 30 June 2021 Instances of environmental non-compliance by an operation are identified either by external compliance audits or inspections by relevant government authorities. There have been no significant known breaches by the group during the financial period. Likely Developments and Expected Results It is the Board's current intention that the group will seek to progress exploration on current projects. The group will also continue to examine new opportunities in the mining and resources sector where appropriate. These activities are inherently risky and there can be no certainty that the group will be able to successfully achieve the objectives. The directors are uncertain of the duration of the COVID-19 pandemic and of the potential consequential impact that may flow through to the Group’s future operating costs and exploration activities. The directors believe there are reasonable prospects the Group can continue operations through the COVID-19 pandemic and are committed to the long term development and growth of the Company on behalf of its shareholders, employees and the communities in which it operates. Greenhouse Gas and Energy Data Reporting Requirements The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. The directors have assessed that there are no current reporting requirements, but may be required to do so in the future. Meetings of Directors The following table sets out the number of meetings of the Company's directors held during the year ended 30 June 2021, and the number of meetings attended by each director. Board Meetings Number Eligible to attend 5 Board Meetings Number attended 5 Remuneration Committee Meetings Number Eligible to attend 1 Remuneration Committee Meetings Number attended 1 5 1 5 5 5 1 5 5 1 - - - 1 - - - Wayne Trumble Richard Monti Alexander Sundich Stephen Abbott Alasdair Cooke Insurance of Officers and Auditors During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows: The Company has paid premiums to insure each of the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The amount of the premium is $17,161 (2020: $10,500) exclusive of GST. 12 CARAVEL MINERALSANNUAL REPORT 2021 Directors’ Report Director's Report 30 June 2021 30 June 2021 Share Options on Issue at the Date of this Report Unissued shares At the date of this report, the unissued ordinary shares of Caravel Minerals Limited under option are as follows: Number of unlisted options 3,000,000 3,215,100 1,250,000 250,000 2,000,000 13,042,222 1,727,447 24,484,769 Exercise price ($) 0.08 0.08 0.08 0.10 0.30 0.30 0.75 Expiry Date 30/09/2021 30/06/2022 30/09/2022 30/09/2022 3/03/2024 30/06/2023 31/05/2023 Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate. Shares issued as a result of the exercise of options During the financial year, employees and executives exercised 3,555,326 options to acquire ordinary shares at an average weighted average price of 9.43 cents per option. Non-Audit Services There were no non-audit services provided during the year by the auditor, BDO Audit (WA) Pty Ltd. Auditor’s Independence Declaration The auditor’s independence declaration is on page 18 of the Annual Report. Remuneration Report (Audited) This Remuneration Report outlines the director and executive remuneration arrangements of the Company in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report Key Management Personnel (KMP) of the Group are defined as those persons having the 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 Group. Based on this definition the KMP of Caravel Minerals Limited are the directors of the Company. Details of Key Management Personnel Directors Wayne Trumble Richard Monti Alexander Sundich Stephen Abbott Alasdair Cooke Non-Executive Chairman Non-Executive Director (appointed 18 August 2020) Non-Executive Director (resigned 8 December 2020) Managing Director Executive Director There were no changes in KMP after the reporting date and before the date the annual financial report was authorised for issue. Remuneration Philosophy The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and Executives. To this end, the Company embodies the following principles in its remuneration framework: • • Provide competitive rewards to attract high calibre executives; and Link executive rewards to shareholder value. 13 ANNUAL REPORT 2021CARAVEL MINERALS Directors’ Report Director's Report 30 June 2021 30 June 2021 Due to the early stage of development which the Company is in, shareholder wealth is directly affected by the Company share price, as the Company is not in a position to pay dividends. By remunerating Directors and Executives in part by share based payments, the Company aims to align the interests of Directors and Executives with Shareholder wealth, thus providing individual incentive to perform and thereby improving overall Company performance and associated value. As the Company has been incorporated since June 2006 and remains in the development stage of an inherently risky industry, the remuneration policy does not currently take into account current or prior year earnings. Other than share based payments made to the directors from time to time, there is no specific link to the Company’s performance and directors’ remuneration. Remuneration structure In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration is separate and distinct. Non-executive director remuneration Objective The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors to the highest calibre, whilst incurring a cost which is acceptable to shareholders. Structure The Constitution and the ASX Listing Rules specify that the aggregate directors' fees payable to non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. Shareholders’ have approved aggregate non-executive directors' fees payable of $300,000 per year. The Board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. Cash fees for non-executive directors are not linked to the performance of the Company or shareholder wealth. All remuneration paid to Non-Executive Directors is valued at cost to the Company and expensed. The remuneration of Non-Executive Directors for the years ended 30 June 2021 and 30 June 2020 is detailed below, within this section. Executive remuneration Objective The Company aims to reward executives (both directors and company executives) with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to: • • • Reward executives for Company performance; Align the interest of executives with those of shareholders; and Ensure total remuneration is competitive by market standards. Structure The remuneration policy for executives is to provide a fixed remuneration component and a specific equity related component. The board believes that this remuneration policy is appropriate given the stage of development of the Company and the activities which it undertakes and is appropriate in aligning director objectives with shareholder and business objectives. The remuneration policy going forward in regard to setting the terms and conditions for the executive directors has been developed by the board taking into account market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. Fixed Remuneration Objective The level of fixed remuneration is set so as to provide a base level of remuneration. Fixed remuneration is to be reviewed annually and the process consists of a review of company and individual performance, relevant comparative remuneration in the market and internal policies and practices. Structure Executives are given the opportunity to receive their fixed remuneration in a variety of forms including cash and fringe benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company. 14 CARAVEL MINERALSANNUAL REPORT 2021 Directors’ Report Director's Report 30 June 2021 30 June 2021 The remuneration policy going forward in regard to setting the terms and conditions for the executive directors has been developed by the board taking into account market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. The remuneration of executives for the years ended 30 June 2021 and 30 June 2020 is detailed below, within this section. Variable Remuneration Objective The objective of variable remuneration provided is to reward executives in a manner which aligns this element of remuneration with the creation of shareholder wealth. Mr Abbott was granted a bonus of $50,000 upon his appointment on 29 May 2019 payable upon securing funding for a definitive feasibility study. The bonus was not payable at balance date. Structure Variable remuneration may be delivered in the form of options, shares or cash bonus. No cash bonuses were granted or paid during the year ended 30 June 2021. Executives receive a superannuation guarantee contribution required by the government, which is currently 9.5% (9.5% for the year ended 30 June 2020) and do not receive any other retirement benefit. Some individuals, however, may choose to sacrifice part of their salary to increase payments towards superannuation. Options Granted Some Directors were awarded options during the year. All options were granted over unissued fully paid ordinary shares in the company. The number of options granted was determined having regard to the factors described above. Options are vested and exercisable when the vesting conditions are met; options with no vesting conditions are vested and exercisable immediately upon issue. The options are issued to directors at no cost and are exercisable upon vesting at the exercise price. There has not been any alteration to the terms or conditions since the grant date. The following table sets out terms of the options granted to directors during the year ended 30 June 2021: Options granted during the year Grant Date Number of options Dividend yield (%) Expected volatility (%) Risk free interest rate (%) Expected life of the option (years) Option exercise price ($) Share price at grant date ($) Expiry Date Fair value per option ($) Total value at grant date ($) Vesting Awarded to: Alasdair Cooke Richard Monti Wayne Trumble Steve Abbott 11/09/20201 390,000 - 104 0.24 1.80 0.080 0.100 30/06/2022 0.057 22,191 26/11/2020 1,250,000 - 104 0.24 1.84 0.080 0.095 30/09/2022 0.053 66,250 18/05/2021 2,735,124 - 117 0.72 2.12 0.300 0.400 30/06/2023 0.264 723,007 Upon issue Upon issue Upon issue 18/05/2021 2,303,262 - 117 0.72 2.12 0.300 0.400 30/06/2023 0.264 608,848 28/02/2022 390,000 - - - - 1,250,000 - - 1,151,631 143,954 287,908 1,151,631 1,151,631 - - 1,151,631 1 On 11 September 2020, the Company's shareholders approved the issue of 2,730,000 options to Alasdair Cooke for Director services for the period 1 January to 31 July 2020 under the Company's Employee Incentive Scheme. All options were valued at the date of approval. Of the total options issued, 390,000 options relate to provision of July 2020 services, while 2,340,000 options were issued in respect to services for the period 1 January to 30 June 2020. The value of the 390,000 options is included as part of this year’s remuneration; the value of 2,340,000 options is included in the prior year remuneration. A total of $904,957 was expensed in respect to the options granted to directors during the year. During the year ended 30 June 2021, 500,000 options were exercised by directors at an exercise price of 8 cents. The options were fully expensed in prior years. 15 ANNUAL REPORT 2021CARAVEL MINERALS Directors’ Report Director's Report 30 June 2021 30 June 2021 Employment Contracts Executive Directors The employment conditions of Managing Director, Mr Stephen Abbott, are formalised in a contract of employment. The total current remuneration package as at 30 June 2021 was $7,800 per month inclusive of statutory superannuation with an additional $1,500 per day for additional time worked. The employment conditions of Executive Director, Mr Alasdair Cooke, are formalised in a contract of employment. The total remuneration package from 1 July 2020 to the reporting date was $150,000 per annum with an additional $1,500 per day for additional time worked. Notice of one month is required for either party to terminate the contract. Key Management Personnel Remuneration Short term employee benefits Post- employment benefits Share based payments % Performance- based Total Cash salary Superannuation Options Key Management Personnel remuneration - 2021 Non-Executive Directors Wayne Trumble Richard Monti1,2 Alexander Sundich1 Executive Directors Stephen Abbott Alasdair Cooke Total Total Key Management Personnel remuneration - 2020 Non-Executive Directors Wayne Trumble Alexander Sundich Executive Directors Stephen Abbott Alasdair Cooke 29,971 39,575 14,214 174,764 211,100 469,624 7,087 28,395 170,736 75,000 281,218 2,174 2,097 677 76,106 104,303 - 3,811 - 8,759 335,681 373,369 889,459 23,332 2,024 16,220 - 41,576 - - 39,601 133,146 172,747 70% 71% - 65% 64% 65% - - 17% 64% 35% 108,251 145,975 14,891 514,256 584,469 1,367,842 30,419 30,419 226,557 208,146 495,541 1 Mr Richard Monti was appointed on 18 August 2020; Mr Alexander Sundich resigned on 8 December 2020. 2 Director fees for Mr Richard Monti are paid to Greatcity Corporation Pty Ltd of which Mr Monti is a director. Additional Disclosures Relating to Key Management Personnel Shareholding The number of shares in the company held during the financial year by KMP of the consolidated entity, including their personally related parties, is set out below: Balance at 30/06/2020 Purchases Exercise of options Other changes2 Balance at 30/06/2021 Balance at Reporting Date Non-Executive Directors Wayne Trumble Richard Monti1 Alexander Sundich1 Executive Directors Stephen Abbott Alasdair Cooke Total - - - 1,000,000 955,099 1,044,901 457,144 18,867,581 20,369,626 500,000 4,308,777 6,763,876 500,000 - - - - 500,000 - - 500,000 1,000,000 (2,000,000) - 400,000 1,000,000 - - - (2,000,000) 957,144 23,176,358 25,633,502 5,657,144 25,176,358 32,233,502 1 Mr Richard Monti was appointed on 18 August 2020; Mr Alexander Sundich resigned on 8 December 2020. 2 Other changes relate to shares held on the date of becoming or ceasing to be KMP. 16 CARAVEL MINERALSANNUAL REPORT 2021 Directors’ Report Director's Report 30 June 2021 30 June 2021 Option holding The number of options over ordinary shares in the company held during the financial year by KMP of the consolidated entity, including related parties, is set out below: Balance at 30/06/2020 Issued as remuneration during the year Expired During the Year Exercised During the Year Other Changes3 Balance at 30/06/2021 Vested and exercisable Non-Executive Directors Wayne Trumble Richard Monti1,2 Alexander Sundich1 Executive Directors Stephen Abbott Alasdair Cooke Total 500,000 - 500,000 8,000,000 4,340,000 13,340,000 287,908 1,393,954 - 2,303,262 2,693,262 6,678,386 - - - - - - (500,000) - - - - (500,000) 287,908 1,393,954 - 287,908 1,393,954 - - - (500,000) - - (500,000) 10,303,262 7,033,262 19,018,386 6,151,631 5,881,631 16,715,124 1 Mr Richard Monti was appointed on 18 August 2020; Mr Alexander Sundich resigned on 8 December 2020. 2 143,954 options issued as remuneration to Mr Richard Monti, were issued to Greatcity Corporations Pty Ltd of which Mr Monti is a director. 3 Other changes relate to options held on the date of becoming or ceasing to be KMP. Use of Remuneration Consultants The company did not use the services of any remuneration consultants during the year. Voting and comments made at the Company’s 2020 Annual General Meeting At the Annual General Meeting held on 26 November 2020 the company’s shareholders did not record a vote of more than 25% against the Remuneration Report and no questions were raised at the meeting in relation to the Remuneration Report. Transactions with key management personnel During the year a total of 6,678,386 options were issued to KMP. Of these, 390,000 options were granted to Alasdair Cooke in lieu of unpaid director fees for July 2021 and the remaining 6,288,386 options were granted under the terms and conditions of the Caravel Employee Share Option Plan (the “Option Plan”). Total value of options granted to KMP during the year is $1,420,296 of which $22,191 is the value of options issued in payment of directors’ fees and $1,398,105 is the value of options granted under the Option Plan. Details on terms and valuation of these options are disclosed in note 7.5. The following transactions with related parties took place during the year ended 30 June 2021: - $221,756 (2020: $79,928) was paid to Mitchell River Group, of which Mr Alasdair Cooke is a part owner, for provision of serviced offices and geological consultancy. No invoices were unpaid at 30 June 2021 (30 June 2020: $37,530). - The Company paid $207,240 of share placement management fees, inclusive of GST, to Bridge Street Capital (BSC) of which Mr Alex Sundich is the owner and a director. No invoices were unpaid at 30 June 2021 (30 June 2020: nil). The value of KMP options yet to vest at 30 June 2021 was $515,339. No loans to key management personnel were provided during the period or up to the date of signing this report. END OF AUDITED REMUNERATION REPORT Signed in accordance with a resolution of the directors. Stephen Abbott Managing Director 30 September 2021 17 ANNUAL REPORT 2021CARAVEL MINERALS Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF CARAVEL MINERALS LIMITED As lead auditor of Caravel Minerals Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Caravel Minerals Limited and the entities it controlled during the period. Dean Just Director BDO Audit (WA) Pty Ltd Perth, 30 September 2021 BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. 18 CARAVEL MINERALSANNUAL REPORT 2021 Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 Other Income Administration services Employee expenses Exploration expenses Loss from continuing operations before income tax expense Income tax expense Loss from continuing operations Loss for the year Other comprehensive income Comprehensive loss attributable to the shareholders of the Company Comprehensive loss attributable to the shareholders of the Company arises from: Basic and diluted loss per share (cents per share) for continuing operations attributable to the shareholders of the Company Basic and diluted loss per share (cents per share) attributable to the shareholders of the Company Note 3.1 3.2 3.2 3.4 2021 $ 108,626 (406,122) (2,961,582) (7,942,194) (11,201,272) - (11,201,272) (11,201,272) - (11,201,272) 2020 $ 72,757 (160,625) (682,890) (347,703) (1,118,461) - (1,118,461) (1,118,461) - (1,118,461) 3.5 3.5 (3.89) (3.89) (0.58) (0.58) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 19 ANNUAL REPORT 2021CARAVEL MINERALS Consolidated Statement of Financial Position Consolidated Statement of Financial Position As at 30 June 2021 As at 30 June 2021 Assets Current assets Cash and cash equivalents Trade and other receivables Other current assets Total current assets Non-current assets Exploration and evaluation expenditure Property, plant and equipment Total non-current assets Total assets Liabilities Current liabilities Trade & other payables Total current liabilities Total liabilities Net assets Equity Share capital Accumulated loss Reserves Total equity attributable to shareholders of the Company Note 2021 $ 2020 $ 4.1 4.3 2.1 2.2 4.4 5.1 13,249,063 363,849 9,266 13,622,178 3,107,811 206,859 3,314,670 16,936,848 1,681,752 1,681,752 1,681,752 231,850 17,564 7,839 257,253 3,107,811 129,526 3,237,337 3,494,590 87,936 87,936 87,936 15,255,096 3,406,654 66,639,277 (54,444,775) 3,060,594 15,255,096 46,146,487 (45,970,841) 3,231,008 3,406,654 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 20 CARAVEL MINERALSANNUAL REPORT 2021 Consolidated Statement of Changes in Equity Consolidated Statement for Changes in Equity For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 At 30 June 2020 Loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners: Issue of new shares net of cost Share-based payments Total Reclassification within equity At 30 June 2021 At 30 June 2019 Loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners: Issue of new shares net of cost Share-based payments At 30 June 2020 Contributed equity Accumulated losses Share-Based Payments Reserve Total equity $ 46,146,487 - - 20,492,790 - 20,492,790 - $ (45,970,841) (11,201,272) (11,201,272) $ 3,231,008 - - $ 3,406,654 (11,201,272) (11,201,272) - - - 2,727,338 - 2,556,924 2,556,924 (2,727,338) 20,492,790 2,556,924 23,049,714 - 66,639,277 (54,444,775) 3,060,594 15,255,096 45,503,512 - - (44,852,380) (1,118,461) (1,118,461) 642,975 - 642,975 46,146,487 - - - (45,970,841) 3,052,066 - - - 178,942 178,942 3,231,008 3,703,198 (1,118,461) (1,118,461) 642,975 178,942 821,917 3,406,654 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 21 ANNUAL REPORT 2021CARAVEL MINERALS Consolidated Statement of Cash Flows Consolidated Statement of Cash Flows For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 Cash flows from operating activities Interest received Government grants Payments to suppliers and employees Payments for exploration and evaluation expenditure Net cash (outflow) from operating activities Cash flows from investing activities (Payments)/proceeds for property, plant and equipment Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from issue of shares Share issue costs Net cash inflow from financing activities Cash and cash equivalents at the beginning of the year Net increase in cash and cash equivalents Cash and cash equivalents at the end of the year Note 2021 $ 2020 $ 179 108,447 (501,104) (6,929,613) (7,322,091) (114,427) (114,427) 21,835,098 (1,381,367) 20,453,731 231,850 13,017,213 13,249,063 470 72,287 (874,145) (323,188) (1,124,576) - - 660,116 (17,141) 642,975 713,451 (481,601) 231,850 4.2 5.2 5.2 4.1 4.1 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 22 CARAVEL MINERALSANNUAL REPORT 2021 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 1. Basis of preparation The annual report of Caravel Minerals Limited for the year ended 30 June 2021 was authorised for issue in accordance with a resolution of the directors on 30 September 2021. 1.1. Statement of Compliance These financial statements are general purpose financial statements which have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. Caravel Minerals Limited is a for-profit entity for the purpose of preparing the financial statements. 1.2. Basis of Measurement The financial report has been prepared on a historical cost basis. 1.3. Functional and Presentation Currency The financial report is presented in Australian dollars. 1.4. Compliance with IFRS These financial statements comply with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. 1.5. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Caravel Minerals Limited (‘company’ or ‘parent entity’) as at 30 June 2021 and the results of all subsidiaries for the year then ended. Caravel Minerals Limited and its subsidiaries together are referred to in this financial report as the group or the consolidated entity. Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. A list of controlled entities is contained in note 6.1.1 to the financial statements. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance. Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. 1.6. Going Concern This report is prepared on the going concern basis which assumes the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. 23 ANNUAL REPORT 2021CARAVEL MINERALS Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 1.7. Significant Accounting Judgements, Estimates and Assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the results of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Further details of the nature of these assumptions and conditions may be found in the relevant notes to the financial statements. Significant accounting judgements The determination of mineral resources impacts the accounting for asset carrying values. Caravel Minerals Limited estimates its mineral resources in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012 (the ‘JORC’ Code). The information on mineral resources was prepared by or under the supervision of Competent Persons as defined in the JORC Code. The amounts presented are based on the mineral resources determined under the JORC Code. There are numerous uncertainties inherent in estimating mineral resources, and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Significant accounting estimates and assumptions Exploration and evaluation expenditure Exploration and evaluation expenditure is assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability or facts and circumstances suggest that the carrying amount exceeds the recoverable amount. Exploration and evaluation expenditure is assessed for indicators of impairment in accordance with AASB 6 Exploration for and Evaluation of Mineral Resources when any of the following facts and circumstances exist: • • • • The term of exploration licence in the specific area of interest has expired during the reporting period or will expire in the near future, and is not expected to be renewed; Substantive expenditure on further exploration and/ or evaluation of mineral resources in the specific area are not budgeted nor planned; Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the decision was made to discontinue such activities in the specified area; or Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. Where a potential impairment is indicated, an assessment is performed for each cash generating unit that is no larger than the area of interest. The Group performs impairment testing in accordance with accounting policy note 2.3. Judgement is applied when considering whether fact and circumstances as per above indicate that the exploration and evaluation asset should be tested for impairment and no impairment indicators were noted during the year. Share based payments The consolidated entity measures the cost of equity-settled transactions with employees (including directors and consultants) by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. The Company has issued options that vest upon the completion of a pre-feasibility study on the Caravel Copper Project. Directors have determined that this hurdle is likely to be met and 28 February 2022 is the most likely date of achievement. 24 CARAVEL MINERALSANNUAL REPORT 2021 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 Coronavirus (COVID-19) pandemic Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the company based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the company operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the company unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic. 2. Capital Expenditure 2.1. Exploration & Evaluation Expenditure Caravel Mineral’s Copper Project is located 120kms from Perth in Western Australia’s Wheatbelt region. The potential mining area is located on cleared agricultural freehold land and is well connected to existing infrastructure including interconnected power, roads and highways, regional service towns and a range of export ports. Caravel’s copper deposits form part of a regional copper-molybdenum-gold mineralised belt discovered in a previously unexplored part of the Yilgarn Craton. Exploration and evaluation costs are expensed as incurred as an operating cost of the Group. Costs related to the acquisition of properties that contain mineral resources are capitalised and allocated separately to specific areas of interest. These costs are capitalised until the viability of the area of interest is determined. The Group has exploration costs carried forward in respect of areas of interest: Areas of interest: Caravel Copper Project 2021 $ 3,107,811 2020 $ 3,107,811 The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the successful development and commercial exploitation, or alternatively the sale, of the respective areas of interest. 2.2. Property Plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of profit or loss and other comprehensive income during the financial period in which they are incurred. Depreciation is calculated on either the straight-line basis or diminishing value basis over their useful lives to the Group commencing from the time the asset is held ready for use. The depreciation rates used are as follows: Plant and equipment Exploration equipment Vehicles Leasehold improvements Computer equipment and software Buildings 30% 25% 30% 25% 40% 2.5% The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. 25 ANNUAL REPORT 2021CARAVEL MINERALS Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of profit or loss and other comprehensive income. Land and building - Cost Accumulated depreciation Net carrying amount Computer Equipment - Cost Accumulated depreciation Net carrying amount Vehicles - Cost Accumulated depreciation Net carrying amount Exploration Equipment - Cost Accumulated depreciation Net carrying amount Total Property Plant and Equipment Accumulated depreciation Net carrying amount 2.3. Impairment of assets 2021 $ 2020 $ 100,165 (22,481) 77,684 21,038 (6,152) 14,886 68,715 (58,345) 10,370 143,556 (39,637) 103,919 333,474 (126,615) 206,859 100,165 (14,669) 85,496 4,618 (2,905) 1,713 65,369 (49,045) 16,324 48,895 (22,902) 25,993 219,047 (89,521) 129,526 Caravel Minerals Limited conducts an annual internal review of asset values, which is used as a source of information to assess for any indicators of impairment. External factors, such as changes in expected future processes, technology and economic conditions, are also monitored to assess for indicators of impairment. If any indication of impairment exists, an estimate of the asset’s recoverable amount is calculated. An impairment loss is recognised for the amount by which the asset’s carrying value exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed. No impairment indicators were noted for the year ended 30 June 2021. 26 CARAVEL MINERALSANNUAL REPORT 2021 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 3. Financial Performance 3.1. Other Income Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate. Other income is recognised to the extent that it is probable that economic benefits will flow to the Group and the income can be reliably measured. Other income is measured at the fair value of the consideration received or receivable. Other Income Government Grants and rebates Interest revenue Other income 3.2. Expenses Administration services Audit, tax and accounting Compliance & insurance Legal fees Marketing Occupancy Depreciation Travel Employee expenses Directors Fees Salaries and wages Superannuation Payroll Tax & Fringe Benefits Tax Share based payments expense – Directors and employees 2021 $ 2020 $ 82,280 179 26,167 108,626 61,952 470 10,335 72,757 2021 $ 2020 $ 62,833 100,561 30,286 50,100 152,218 3,560 6,564 406,122 282,307 269,124 19,057 13,770 2,377,324 2,961,582 26,183 36,716 (14,871) 28,722 80,300 1,320 2,255 160,625 322,794 149,893 31,267 (6) 178,942 682,890 3.3. Segment Information Management has determined the operating segments based on the reports reviewed by the board of directors that are used to make strategic decisions. The Group does not have any material operating segments with discrete financial information. The Group does not have any customers and all its’ assets and liabilities are primarily related to the mining industry and are located within Australia. The Board of Directors review internal management reports on a regular basis that is consistent with the information provided in the statement of profit or loss and other comprehensive income, statement of financial position and statement of cash flows. As a result no reconciliation is required because the information as presented is what is used by the Board to make strategic decisions. 3.4. Income Tax The income tax expense for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. 27 ANNUAL REPORT 2021CARAVEL MINERALS Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. 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 liabilities relate to the same taxable entity and the same taxation authority. Caravel Minerals Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation as of 1 July 2013. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. 3.4.1. The major components of income tax are: Current income tax Deferred income tax 2021 $ 2020 $ - - - - 3.4.2. A reconciliation between tax expense and the product of accounting loss Accounting loss before tax from continuing operations Loss before income tax from discontinued operations Accounting loss before income tax At the Company’s statutory income tax rate of 26% (2020: 27.5%) Non-deductible expenses Share based payments Non-assessable amounts Impact of reduction in future corporate income tax rate DTA not brought to account as their realisation is not probable Income tax expense reported in the consolidated income statement Income tax attributable to discontinued operations 2021 $ (11,201,272) - (11,201,272) (2,912,331) 744 618,104 (9,745) - 2,303,228 - - - - 3.4.3. Deferred tax liabilities @ 25% (2020: 25%) have not been recognised in respect of Deferred tax liabilities @ 25% (2020: 25%) have not been recognised in respect of Exploration & Evaluation Expenditure Prepayments 2021 $ 776,953 2,066 779,019 2020 $ (1,118,461) - (1,118,461) (307,577) 208 17,264 (7,274) 1,143,090 (845,711) - - - - 2020 $ 776,953 1,710 778,663 28 CARAVEL MINERALSANNUAL REPORT 2021 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 3.4.4. Deferred tax assets have not been recognised in respect of Provisions and accruals Business related costs Carry forward revenue losses Capital losses 3.4.5. Change in corporate tax rate 2021 $ 55,945 334,704 14,442,319 220,458 15,053,426 2020 $ 3,831 38,234 12,186,091 220,458 12,448,614 There has been a legislated change in the corporate tax rate that will apply to future income years. The impact of this reduction in the corporate tax rate has been reflected in the unrecognised deferred tax positions and the prima face income tax reconciliation above. 3.5. Loss Per Share Basic earnings per share is calculated by dividing the profit/loss attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares issued during the period. Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. The following reflects the income and share data used in the calculations of basic and diluted loss per share: Gain (Loss) attributable to ordinary shareholders Issued number of ordinary shares at 1 July Effect of shares issued during the period Weighted average number of shares for year to 30 June 2021 $ 2020 $ (11,201,272) (1,118,461) 197,172,692 91,095,352 288,268,044 184,365,039 8,592,286 192,957,325 Basic loss per share (cents per share) (3.89) (0.58) As at reporting date, 36,309,769 (2020: 16,900,000) unlisted options (which represent potential ordinary shares) were not dilutive as they would decrease the loss per share. Details of changes in share capital are disclosed in note 5.2.1. Subsequent to the reporting date, a total of 11,825,000 options were converted into ordinary shares at a strike price of 8 cents, raising $946,000. There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares since the reporting date and before the completion of this financial report. 29 ANNUAL REPORT 2021CARAVEL MINERALS Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 4. Working Capital Management 4.1. Cash and Cash Equivalents “Cash and cash equivalents” includes cash on hand, deposits held at call with financial institutions and other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of any bank overdrafts. Cash at bank and in hand Short-term deposits 2021 $ 13,229,063 20,000 13,249,063 2020 $ 211,850 20,000 231,850 4.2. Reconciliation of Net Loss After Income Tax Expense to Net Cash Used In Operating Activities Cash flows from operating activities (Loss) for the year Adjustments for: Equity-settled share-based payment expenses Exploration expenses settled by issue of Shares Depreciation and amortisation expense (Profit)/Loss on disposal of Plant & Equipment Change in operating assets & liabilities (Increase) / decrease in receivables Increase / (decrease) in payables Net cash used in operating activities 2021 $ 2020 $ (11,201,272) (1,118,461) 2,377,324 - 37,093 - (347,712) 1,812,476 (7,322,091) 178,942 - 22,040 - 40,908 (248,005) (1,124,576) Non-cash financing activities During the year, the Company issued shares to suppliers in settlement of outstanding invoices as follows: - On 16 October 2020 the Company issued 2,082,222 shares at 4.5 cents per share to Orbit Drilling to settle $93,700 of invoices for services received from the supplier. On 8 January 2021 the Company issued 1,562,000 shares at 8 cents per share to Orbit Drilling to settle $124,960 of invoices for services received from the supplier. On 4 March 2021 the Company issued 2,000,000 options over ordinary shares to Canaccord Genuity (Australia) Limited in lieu of share placement brokerage fees. The options were issued at no cost at an exercise price of 30 cents, fully vested and exercisable upon issue and expiring on 3 March 2024. - - 4.3. Trade and Other Receivables Trade receivables are initially recognised and carried at original invoice amount less allowance for expected credit loss. Trade receivables are due for settlement no more than 30 days from the date of recognition. A provision for impairment is made based on a forward-looking expected credit loss model in line the requirements of AASB 9. Bad debts are written off when identified. Trade debtors GST receivable 2021 $ 5,821 358,028 363,849 2020 $ 10,867 6,697 17,564 The Group’s management considers that all of the above financial assets that are not impaired or past due for each of the 30 June reporting dates under review are of good credit quality (refer to 5.5(1)). 30 CARAVEL MINERALSANNUAL REPORT 2021 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 4.4. Trade and Other Payables Trade and other payables are carried at amortised cost and represent liabilities for the goods and services provided to the Group prior to the end of the financial period that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days. Trade payables Accrued expenses Other payables 5. Funding and risk management 2021 $ 1,425,351 223,778 32,623 1,681,752 2020 $ 72,611 15,325 - 87,936 The Group's objectives when managing capital are to safeguard their ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in the proportion to the number and amount paid on the shares held. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. 5.1. Contributed Equity Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Contributed equity Cost of share issue 5.2. Movement in shares on issue 2021 $ 70,315,399 (3,676,122) 66,639,277 2020 $ 48,261,641 (2,115,154) 46,146,487 Ordinary shares have the right to receive dividends as declared and, in the event of the winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. 5.2.1. Ordinary Shares Balance 30 June 2019 Cancellation of Treasury Shares Contractor share based payments Entitlement Issue Share Placement Less Transaction costs Date 02 Jul 2019 01 Oct 2019 01 Oct 2019 15 Oct 2019 30 Jun 2020 Number of shares 184,365,039 (3,695,244) 750,000 13,252,897 2,500,000 - cents - 4.0 4.0 4.0 - Issue price $ 45,503,512 - 30,000 530,116 100,000 (17,141) 31 ANNUAL REPORT 2021CARAVEL MINERALS Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 Balance 30 June 2020 Share Placement Share Placement Share Placement Share Placement Share Placement Option Conversion Share Placement Share Placement Option Conversion Share Placement Option Conversion Option Conversion Share Placement Less Transaction costs Balance 30 June 2021 5.3. Unlisted options Outstanding at the beginning of the year Issued during the year Expired or lapsed during the year Exercised during the year Outstanding at the end of the year Exercisable at the end of the year 5.4. Capital risk management Issue price $ Date Number of shares 21 Jul 2020 20 Aug 2020 11 Sep 2020 16 Oct 2020 27 Nov 2020 07 Jan 2021 08 Jan 2021 04 Mar 2021 04 Mar 2021 04 Mar 2021 17 Jun 2021 17 Jun 2021 21 Jun 2021 197,172,692 26,250,000 25,000,000 2,500,000 2,082,222 34,375,000 1,000,000 1,562,000 1,250,000 200,000 56,250,000 2,125,000 230,326 27,777,778 377,775,018 cents 4.0 4.0 4.0 4.5 8.0 8.0 8.0 8.0 8.0 16.0 8.0 30.0 27.0 46,146,487 1,050,000 1,000,000 100,000 93,700 2,750,000 80,000 124,960 100,000 16,000 9,000,000 170,000 69,098 7,500,000 (1,560,968) 66,639,277 2021 Number 2020 Number 19,655,800 20,209,295 - (3,555,326) 36,309,769 33,142,784 18,700,000 2,755,800 - (1,800,000) 19,655,800 16,655,800 When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Being at an exploration stage, the Company does not generate cash inflows from its operations to fund its exploration and working capital requirements, therefore, the Company may issue shares to either generate cash for operations or to acquire assets in order to maintain adequate levels of cash reserves. During the financial year ended 30 June 2021, the Company issued 180,602,326 ordinary shares (2020: 16,502,857 ordinary shares). The Company is not subject to any externally imposed capital requirements. 5.5. Financial risk management The Group’s principal financial instruments comprise cash and short-term deposits. The main purpose of these financial instruments is to fund capital expenditure on the Group’s operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken. Being at an exploration stage, the Group has limited exposure to risks arising from its financial instruments. Currently the Group does not have any exposure to commodity price risk or foreign currency risk as the Group has ceased operations in Spain. As the Group moves into development and production phases, exposure to commodity price risk, foreign currency risk and credit risk are expected to increase. The Board will set appropriate policies to manage these risks dependent on market conditions and requirements at that time. Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset and financial liability are disclosed in Note 1. 32 CARAVEL MINERALSANNUAL REPORT 2021 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 5.5.1. Credit risk Credit risk represents the loss that would be recognised if counterparties fail to perform as contracted. The Group’s maximum exposure to credit risk at reporting date in relation to each class of financial asset is the carrying amount of those assets as indicated in the statement of financial position. The majority of cash and cash equivalents is held with one Australian Bank which has an AA- long-term credit rating from Standard and Poor’s. Wherever possible, the Group trades only with recognised, credit worthy third parties. There are no significant concentrations of credit risk within the Group. Since the Group trades only with recognised third parties, there is no requirement for collateral. 5.5.2. Liquidity risk Liquidity risk is the risk that the Group does not have sufficient funds to pay its debts as and when they become due and payable. The Group currently does not have major funding in place. However the Group continuously monitors forecast and actual cash flows and the maturity profiles of financial assets and financial liabilities to manage its liquidity risk. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans if and when required. Cash at bank and on hand, as set out in Note 4.1, is available for use by the Group without restrictions. Financial liabilities of the Group at 30 June 2021 are expected to be settled within 6 months of year-end. 5.5.3. Market risk (A) Price risk The group is not exposed to equity securities price risk. The group is not exposed to commodity price risk. The sensitivity of movements in the price has not been disclosed as it is not material to the Group. (B) Foreign currency risk The group do not have any foreign currency balances and therefore is not exposed to any foreign currency risk. (C) Interest rate risk The following tables summarise the sensitivity of the Group’s financial assets to interest rate risk. Had the relevant variables, as illustrated in the tables, moved, with all other variables held constant, post tax loss and equity would have been affected as shown. The analysis has been performed on the same basis for 2021 and 2020 and represents management’s judgement of a reasonably possible movement. 30 June 2021 Cash and cash equivalents 30 June 2020 Cash and cash equivalents Carrying Amount $ Interest Rate Risk -1% Equity Net Loss $ $ Interest Rate Risk +1% Equity Net Gain $ $ 13,249,063 (132,491) (132,491) 132,491 132,491 231,850 (2,319) (2,319) 2,319 2,319 None of the Group’s financial liabilities are interest bearing. Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. 6. Group Structure 6.1. Basis of consolidation 6.1.1. Subsidiaries Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. 33 ANNUAL REPORT 2021CARAVEL MINERALS Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 Investments in subsidiaries are carried at their cost of acquisition in the Company’s financial statements. 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 Country of incorporation Equity holding Date of incorporation Quadrio Resources Pty Ltd Australia 100% 11 June 1985 Caravel Resources Netherlands Cooperatief U.A. Netherlands 99.999% 16 July 2012 6.1.2. Transactions eliminated on consolidation Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. 6.1.3. Comparatives Prior period comparatives are for the year from 1 July 2019 to 30 June 2020. 6.2. Parent Entity Information The following information relates to the parent entity, Caravel Minerals Limited. The information presented has been prepared using accounting policies that are consistent with those presented in the Notes to the Financial Statements. Current Assets Non-Current Assets Total Assets Current Liabilities Total Liabilities Contributed equity Accumulated losses Reserves Total Equity Loss for the year Other comprehensive loss for the year Total comprehensive loss for the year Caravel Minerals Limited has not issued any guarantees on behalf of subsidiaries. 2021 $ 13,007,838 2,608,502 15,616,340 361,244 361,244 66,639,277 (54,444,776) 3,060,595 15,255,096 (11,201,273) - (11,201,273) 2020 $ 212,544 3,266,858 3,479,402 72,748 72,748 46,146,487 (45,970,841) 3,231,008 3,406,654 (1,118,461) - (1,118,461) 34 CARAVEL MINERALSANNUAL REPORT 2021 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 7. Related Parties 7.1. Related Parties Details relating to key management personnel, including remuneration paid, are included in the audited remuneration report section of the directors’ report. The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below: Short term employee benefits Post-employment benefits Share based payments Total compensation 2021 $ 469,624 8,759 889,459 1,367,842 2020 $ 281,218 41,576 172,747 495,541 7.2. Transactions with Other Related Parties Mr Richard Monti was appointed as a non-executive director on 18 August 2020. In addition to non-executive director fees of $25,000 per annum, Mr Monti is paid a monthly fee of $1,750 for his role as chairman of the exploration committee. During the year a total of 6,678,386 options were issued to KMP. Of these, 390,000 options were granted to Alasdair Cooke in lieu of unpaid director fees for July 2021 and the remaining 6,288,386 options were granted under the terms and conditions of the Caravel Employee Share Option Plan (the “Option Plan”). Total value of options granted to KMP during the year is $1,420,296 of which $22,191 is the value of options issued in payment of directors’ fees and $1,398,105 is the value of options granted under the Option Plan. Details on terms and valuation of these options are disclosed in note 7.5. The value of KMP options yet to vest at 30 June 2021 was $515,339. Other transactions with related parties during the year ended 30 June 2021 were as follows: - $221,756 (2020: $79,928) was paid to Mitchell River Group, of which Mr Alasdair Cooke is a part owner, for provision of serviced offices and geological consultancy. No invoices were unpaid at 30 June 2021 (30 June 2020: $37,530). - The Company paid $207,240 of share placement management fees, inclusive of GST, to Bridge Street Capital (BSC) of which Mr Alex Sundich is the owner and a director. No invoices were unpaid at 30 June 2021 (30 June 2020: nil). No loans to key management personnel were provided during the period or up to the date of signing this report. 7.3. Share Based Payments The Group provides benefits to Directors, employees, consultants and other advisors of the Group in the form of share- based payments, whereby the Directors, employees, consultants and other advisors render services in exchange for shares or rights over shares (equity-settled transactions). The cost of these equity-settled transactions is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes model or fair value of services. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the market price of the shares of the Company if applicable. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant recipient becomes fully entitled to the award (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Company’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The statement of profit or loss and other comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. 35 ANNUAL REPORT 2021CARAVEL MINERALS Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share- based payment arrangement, or is otherwise beneficial to the recipient, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of loss per share (see Note 3.5). The effect of such an arrangement is equivalent to an option with a strike price per share equal to the share price on grant date. 7.4. Employee Incentive Plan Shareholders approved the establishment of the Caravel Employee Incentive Plan at the 2020 AGM. The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share options granted as consideration for services provided to the Company during the year: Outstanding at the beginning of the year Granted during the year Expired or lapsed during the year Exercised during the year Outstanding at the end of the year Exercisable at the end of the year 2021 Number 19,655,800 20,209,295 - (3,555,326) 36,309,769 33,142,784 2021 WAEP 0.08 0.27 - 0.09 0.20 0.20 2020 Number 18,700,000 2,755,800 (1,800,000) - 19,655,800 16,655,800 2020 WAEP 0.08 0.08 0.08 - 0.08 0.08 Weighted average remaining contractual life of options at 30 June 2021: 1.19 years (2020: 1.27 years) 7.5. Option pricing model Options granted during the year have been valued using the Black-Scholes Option Valuation model, which takes account of factors including the option exercise price, the current level and volatility of the underlying share price, the risk-free interest rate, expected dividends on the underlying share, current market price of the underlying share and the expected life of the option. See below for the assumptions used for grants made during the year ended 30 June 2021 and 30 June 2020: Options issued during the year ended 30 June 2021 Date of issue Number of options Dividend yield (%) Expected volatility (%) Risk free interest rate (%) Expected life of the option (years) Option exercise price ($) Share price at grant date ($) Expiry date Fair value per option ($) Total value at grant date ($) Vesting Awarded to Stephen Abbott Alasdair Cooke Wayne Trumble Richard Monti Alex Sundich 11/09/2020 390,000 - 104 0.24 1.80 0.080 0.100 30/06/2022 0.057 22,191 On issue 24/07/2020 69,300 - 104 0.24 1.93 0.080 0.035 30/06/2022 0.015 1,033 On issue 24/07/2020 1,250,000 - 104 0.24 1.93 0.080 0.041 30/06/2022 0.015 19,126 On issue and service period2 26/11/2020 1,250,000 - 104 0.24 1.84 0.080 0.095 30/09/2022 0.053 66,250 On issue 16/11/2020 250,000 - 104 0.24 1.87 0.100 0.094 30/09/2022 0.048 11,950 Service period2 - 390,000 - - - - - - - - - - - - - - - - 1,250,000 - - - - - - Options issued during the year ended 30 June 2021 (table continued) 36 CARAVEL MINERALSANNUAL REPORT 2021 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 Date of issue Number of options Dividend yield (%) Expected volatility (%) Risk free interest rate (%) Expected life of the option (years) Option exercise price ($) Share price at grant date ($) Expiry date Fair value per option ($) Total value at grant date ($) Vesting Awarded to Stephen Abbott Alasdair Cooke Wayne Trumble Richard Monti Alex Sundich 4/03/2021 2,000,000 - 117 0.72 3.00 0.300 0.155 03/03/2024 0.090 179,600 23/03/2021 6,506,716 - 117 0.72 2.27 0.300 0.235 30/06/2023 0.135 879,708 On issue On issue 18/05/2021 5,038,386 - 117 0.72 2.12 0.300 0.400 30/06/2023 0.264 1,331,855 On issue and PFS completion1 1/06/2021 1,727,446 - 117 0.72 2.08 0.300 0.550 30/06/2023 0.393 678,680 PFS Completion and service period2 4/06/2021 1,727,447 - 117 0.72 1.99 0.750 0.550 31/05/2023 0.289 499,750 On issue - - - - - - - - - - 2,303,262 2,303,262 287,908 143,954 - - - - - - - - - - - 1 The Company has issued options that vest upon the completion of a pre-feasibility study on the Caravel Copper Project. Directors have determined that this hurdle is likely to be met and 28 February 2022 is the most likely date of achievement. The Options have an exercise price of 30 cents and expire on 30 June 2023. 2 Service period of 12 months. Options issued during the year ended 30 June 2020 Date of issue Number of options Dividend yield (%) Expected volatility (%) Risk free interest rate (%) Expected life of the option (years) Option exercise price ($) Share price at grant date ($) Vested Fair value per option ($) Total value at grant date ($) 27/09/2018 29/11/2018 3,000,000 - 100 1.50 2.82 0.080 0.054 On issue 0.027 86,700 7,900,000 - 100 1.50 2.96 0.080 0.400 On issue 0.028 216,460 21/11/2019 3,000,000 - 104 0.76 1.86 0.080 0.032 28/05/2020 0.010 29,675 21/11/2019 29/11/2019 415,800 - 104 0.27 2.58 0.080 0.035 On issue 0.015 6,195 3,000,000 - 104 0.76 1.86 0.080 0.032 30/06/2021 0.010 29,675 11/09/2020* 2,340,000 - 104 0.24 2.00 0.080 0.100 On issue 0.057 133,146 Awarded to Stephen Abbott Alasdair Cooke Wayne Trumble Alex Sundich - - - - - 2,000,000 500,000 500,000 3,000,000 - - - 3,000,000 - - - - - - - - 2,340,000 - - * On 11 September 2020, the Company's shareholders approved the issue of 2,730,000 options to Alasdair Cooke under the Company's Employee Incentive Scheme and have been valued accordingly on this date. Of these, 390,000 options were considered granted and expensed in the year ended 30 June 2021 and 2,340,000 options were considered granted and expensed in the year ended 30 June 2021. The dividend yield reflects the assumption that the current dividend payout will remain unchanged. The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. 37 ANNUAL REPORT 2021CARAVEL MINERALS Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 7.6. Shares During the year ended 30 June 2021, the Company issued a total of 3,644,222 shares (2020: nil) to Orbit Drilling in exchange for services as follows: - On 16 October 2020 the Company issued 2,082,222 shares at 4.5 cents per share to Orbit Drilling to settle $93,700 of invoices for services received from the supplier. On 8 January 2021 the Company issued 1,562,000 shares at 8 cents per share to Orbit Drilling to settle $124,960 of invoices for services received from the supplier. - 7.7. Recognised share-based payment expense in profit or loss Expense arising from employee options issued Total share-based payments expensed in profit or loss 2021 $ 2,377,324 2,377,324 2020 $ 178,942 178,942 In addition to the employee options recognised in the Income statement, the Company issued 2 million options over ordinary shares to Cannacord in lieu of share placement brokerage fees of $179,000. The options were issued at no cost at an exercise price of 30 cents, fully vested and exercisable upon issue and expiring on 3 March 2024. The value of the options is recognised as the costs of share issue in the Statement of financial position. 8. Other 8.1. Events occurring after the reporting period On 9 July 2021, 625,000 options were exercised at a strike price of 8 cents to raise $50,000. On 20 September 2021, 11,200,000 options were exercised at a strike price of 8 cents to raise $896,000. The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has not significantly impacted the entity up to 30 June 2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. Other than the matters above, at the date of this report there are no other matters or circumstances which have arisen since 30 June 2021 that have significantly affected or may significantly affect: • • the operations, in financial years subsequent to 30 June 2021, of the Group; the results of those operations, in financial years subsequent to 30 June 2021, of the Group. 8.2. Commitments and Contingencies The Company has certain obligations to perform minimum exploration work on the tenements in which it has an interest. These obligations vary from time to time. The aggregate of the prescribed expenditure conditions applicable to the granted tenements for the next twelve months amounts to $661,000. Application for exemption from all or some of the prescribed expenditure conditions will be made but no assurance is given that any such application will be granted. Nevertheless, the Company is optimistic, given its level of expenditure in the North Perth Basin, that it would likely be granted exemptions, on a project basis, in respect of the prescribed expenditure conditions applicable to many of its North Perth Basin tenements. If the prescribed expenditure conditions are not met with respect to a tenement, that tenement is liable to forfeiture. The Company has the ability to diminish its exposure under these conditions through the application of a variety of techniques including applying for exemptions (from the regulatory expenditure obligations), surrendering tenements, relinquishing portions of tenements or entering into farm-out agreements whereby third parties bear the burdens of such obligation in whole or in part. As at 30 June 2021 Caravel Minerals Limited has no contingent liabilities (2020: nil). 38 CARAVEL MINERALSANNUAL REPORT 2021 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 8.3. Remuneration of Auditors Amount received or due and receivable by the auditor for: Auditing the financial statements, including audit review - current year audits Total remuneration of auditors 2021 $ 2020 $ 40,332 40,332 45,913 45,913 39 ANNUAL REPORT 2021CARAVEL MINERALS Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2021 For the Year Ended 30 June 2021 8.4. New and revised accounting standards Adoption of new and revised accounting standards The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The following Accounting Standards and Interpretations are most relevant to the consolidated entity: Conceptual Framework for Financial Reporting (Conceptual Framework) The consolidated entity has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards, but it has not had a material impact on the consolidated entity's financial statements. Standards issued but not yet effective Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2021. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations. 40 CARAVEL MINERALSANNUAL REPORT 2021 Director's Declaration Directors Declaration In accordance with a resolution of the directors of Caravel Minerals Limited, I state that: (1) In the opinion of the directors: (a) the financial statements, notes and the additional disclosures included in the directors’ report designated as audited, of the Group are in accordance with the Corporations Act 2001 including: (i) (ii) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the period ended on that date; and complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. (2) (3) The Company has included in the notes to the financial statements an explicit and unreserved statement of compliance with International Financial Reporting Standards. This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the year ended 30 June 2021. On behalf of the Board. Stephen Abbott Managing Director 30 September 2021 41 ANNUAL REPORT 2021CARAVEL MINERALS Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia INDEPENDENT AUDITOR'S REPORT To the members of Caravel Minerals Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of of Caravel Minerals Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) (ii) Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year ended on that date; and Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. 42 CARAVEL MINERALSANNUAL REPORT 2021 Accounting for Share-Based Payments Key audit matter How the matter was addressed in our audit During the financial year ended 30 June 2021, the Group issued options to a broker, employees and key management personnel, as disclosed in Note 7.5 of the annual report. The Group performed calculations to record the related share-based payment expense in accordance with AASB 2 Share Based Payment in the consolidated statement of profit or loss, other comprehensive income and consolidated statement of financial position. Refer to Note 7.3 of the annual report for a description of the accounting policy and Note 1.7 for the significant estimates and judgements applied to these arrangements. Due to the complex judgements and estimates used in determining the valuation of the share- based payments and the appropriate vesting of the expense, we consider the Group’s calculation of the share based payment expense and associated disclosures to be a key audit matter. Our procedures included, but were not limited to: • Reviewing the relevant agreements to obtain an understanding of the contractual nature and terms and conditions of the share-based payment arrangements; • • Evaluating management’s determination of the fair value of the share-based payments granted, considering the appropriateness of the valuation models used and assessing the valuation inputs; Involving our valuation specialists to assess the reasonableness of certain assumptions used in management’s calculations; • Assessing the allocation of the share- based payment expense over the relevant vesting period; and • Assessing the adequacy of the related disclosures in the annual report. 2 43 ANNUAL REPORT 2021CARAVEL MINERALS Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2021, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our auditor’s report. 44 3 CARAVEL MINERALSANNUAL REPORT 2021 Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 13 to 17 of the directors’ report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Caravel Minerals Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit (WA) Pty Ltd Dean Just Director Perth, 30 September 2021 4 45 ANNUAL REPORT 2021CARAVEL MINERALS Additional Shareholder Information Additional Shareholder Information – as at 15 September 2021 as at 15 September 2021 1. TWENTY LARGEST SHAREHOLDERS The names of the twenty largest holders of each class of listed securities as at 15 September 2021 are listed below: ORDINARY SHARES Rank Holder Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Alasdair Cooke African Energy Resources Limited Glenvar Nominees Pty Ltd Mrs Pamela Julian Sargood Milford Park Superannuation Pty Ltd Citicorp Nominees Pty Limited Orbit Drilling Pty Ltd Troca Enterprises Pty Ltd Mandel Pty Ltd HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Pty Limited Newstead South Holdings Pty Ltd HSBC Custody Nominees (Australia) Limited Equity Trustees Limited Pebadore Pty Ltd Burls Holdings Pty Ltd Beebee Holdings Pty Ltd Kendali Pty Ltd Mrs Sarah Elizabeth Mcintyre National Nominees Limited 2. DISTRIBUTION OF EQUITY SECURITIES Analysis of security by size holding as at 15 September 2021 : Securities 23,676,358 15,283,872 14,830,358 12,450,000 10,662,291 9,504,447 9,358,828 8,749,001 8,200,000 7,818,163 7,659,615 6,690,138 6,067,036 6,000,000 5,950,000 5,920,512 5,349,823 4,000,000 4,000,000 3,986,969 % 6.08% 3.92% 3.81% 3.20% 2.74% 2.44% 2.40% 2.25% 2.10% 2.01% 1.97% 1.72% 1.56% 1.54% 1.53% 1.52% 1.37% 1.03% 1.03% 1.02% 176,157,411 45.21% Holding Ranges above 0 up to and including 1,000 above 1,000 up to and including 5,000 above 5,000 up to and including 10,000 above 10,000 up to and including 100,000 above 100,000 Totals Holders 105 344 250 677 333 1,709 Total Units 41,119 1,028,521 1,983,183 27,360,763 347,986,431 378,400,017 % Issued Share Capital 0.01% 0.27% 0.52% 7.23% 91.97% 100.00% 3. UNQUOTED SECURITIES As at 15 September 2021, the following unquoted securities are on issue: Unquoted Securities $0.080 Options expiring 30/09/2021 $0.080 Options expiring 30/06/2022 $0.080 Options expiring 30/09/2022 $0.100 Options expiring 31/12/2022 $0.300 Options expiring 03/03/2024 $0.300 Options expiring 30/06/2023 $0.750 Options expiring 31/05/2023 Total unquoted securities 46 Number on Issue Number of Holders 14,200,000 3,215,100 1,250,000 250,000 2,000,000 13,042,222 1,727,447 35,684,769 6 2 1 1 1 12 1 CARAVEL MINERALSANNUAL REPORT 2021 Additional Shareholder Information Additional Shareholder Information – as at 15 September 2021 as at 15 September 2021 4. SUBSTANTIAL SHAREHOLDERS The names of the substantial shareholders listed in the company’s register as at 15 September 2021 are: Name Paradice Investment Management Alasdair Cooke (and associated entities) 5. VOTING RIGHTS The voting rights of the ordinary shares are as follows: Number of Shares Held 25,925,926 23,176,358 Subject to any rights or restrictions for the time being attached to any shares or class of shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representation more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents. On a poll each eligible member has one vote for each fully paid share held. There are no voting rights attached to any of the options that the Company currently has on issue. Upon exercise of these options, the shares issued will have the same voting rights as existing ordinary shares. 6. ON-MARKET BUY BACK There is currently no on-market buy-back program for any of Caravel Minerals Limited’s listed securities. 7. MINERAL RESOURCES At 15 September 2021 the Company has an Indicated and Inferred Mineral Resource at its Caravel Copper Project of 372.1 million tonnes at 0.35% Cu for 1,301,600 tonnes copper using a 0.25% Cu Cut-off (Indicated 224.7 million tonnes at 0.36% Cu for 802,900 tonnes copper and Inferred 147.3 million tonnes at 0.34% Cu for 498,700 tonnes copper). The resource was announced on 29 April 2019 and a subsequent Scoping Study was completed and released on 29 May 2019. The Company engaged independent consultants to prepare the Resource estimate. In the course of doing so the consultants have: • • • • • • Reviewed the Company’s assay and QA/QC data; Generated digital models that represent the interpreted geology, mineralisation and oxidisation profiles based on drilling and geological information supplied by the Company; Completed statistical analysis and variography of economic elements; Estimated grades of economic elements using ordinary kriging and completed model validity checks; Classified the Mineral Resource estimate in accordance with the 2012 Edition of the JORC Code; and Reported the estimates and compiled supporting documentation in accordance with the 2012 Edition of the JORC code guidelines. Competent Person Statements The information in this report that relates to the Calingiri Mineral Resource estimates is extracted from an ASX Announcement, (see ASX Announcement – 29 April 2019 “Caravel Copper Resource and Project Update”, www.caravelminerals.com.au and www.asx.com.au). The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the Mineral Resource estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are represented have not been materially modified from the original market announcement. 47 ANNUAL REPORT 2021CARAVEL MINERALS ASX:CVV Suite 1, 245 Churchill Avenue, Subiaco WA 6008 Phone: +618 9426 6400 - Fax: +618 9426 6448

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