FENIX RESOURCES LIMITED ABN 68 125 323 622 ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2020 For personal use only DIRECTORS’ REPORT CORPORATE DIRECTORY Directors Robert Brierley Garry Plowright Garret Dixon Managing Director Executive Director Non-Executive Chairman Company Secretary Shannon Coates Auditor Grant Thornton Audit Pty Ltd Central Park Level 43, 152-158 St Georges Terrace Perth WA 6000 Bankers National Australia Bank Limited 50 St Georges Terrace Perth WA 6000 CONTENTS Corporate Directory Directors’ Report Share Registry Automic Registry Services Level 2, 267 St Georges Terrace Perth WA 6000 Telephone: 1300 288 664 Facsimile: +61 2 9698 5414 Stock Exchange Listing Australian Securities Exchange ASX Code - FEX Registered and Principal Office Office 10, Emerald House, 1202 Hay St West Perth WA 6005 Telephone: +61 8 9226 2011 +61 8 9226 2099 Facsimile: Email: Web: info@fenixresources.com.au www.fenixresources.com.au 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 Notes to and forming part of the Consolidated Financial Statements Directors’ Declaration Independent Auditor’s Report Additional Information 2 3 22 23 24 25 26 27 58 59 62 FENIX RESOURCES LIMITED - 2 - For personal use only DIRECTORS’ REPORT The Directors present their financial report for the consolidated entity consisting of Fenix Resources Limited (Company or Fenix) and the entities it controls (Consolidated Entity or Group) at the end of, or during, the year ended 30 June 2020. REVIEW OF OPERATIONS Iron Ridge Project During the 2020 financial year, the Company progressed towards development of its 100%-owned, flagship Iron Ridge iron ore project (Iron Ridge Project). Feasibility Study confirms the technical and financial viability of Iron Ridge On 4 November 2019, Fenix announced the findings of the Feasibility Study (FS) relating to the Iron Ridge Project. The FS revealed a high-grade and high-quality project that provides strong returns over its life of mine (LOM). The FS estimated that Iron Ridge will have modest initial capital cost of just $11.9 million, 44% of which will not have to be paid until after the expected first shipment is dispatched. The FS included a maiden Ore Reserve of 7.76Mt at 63.9% Fe. This underpins forecast annual production of 1.25 million tonnes. The forecast annual earnings before interest, tax, depreciation and amortisation (EBITDA) is $16.4 million is based on C1 cash operating costs of $76.86 a tonne and an assumed 62% Fe index price of $111.43 per dry metric tonne (dmt) (US$78/t at an AUD:USD exchange rate of US$0.70 per A$). This compares with the benchmark price as at 2 September 2020 of approximately $174/dmt. Iron Ridge, which is located 490km from the Port of Geraldton in Western Australia, is planned to be a Direct Shipping Ore (DSO) operation. Ore will be crushed and screened on site and separated into lump and fines product before being trucked to port. The FS confirmed the following key attributes of Iron Ridge: o High-grade nature of the deposit; o Existing infrastructure that is currently under-utilised (bitumen roads, surplus port storage capacity, surplus ship loading capacity); o Granted Mining Lease which contains all the Mineral Resource; o Rapid Delivery Time with the ability to mine ore from month one of operations; and o Meaningful production at a simple single-excavator scale able to maintain a steady state production profile of 1.25Mtpa. Table 1: Iron Ridge Project – Operating and Financial Metrics Operating Metrics Processing Capacity Average Strip Ratio Total Mineral Inventory Initial Mine Life Average C1 Cash costs Unit Mtpa Waste:ore (tonnes) Mt Months A$/dmt Feasibility Study Outcome 1.25 2.86:1 8.0 77 76.86 FENIX RESOURCES LIMITED - 3 - For personal use only DIRECTORS’ REPORT (continued) Financial Metrics Project Life of Mine Revenue Project net cash flow Estimated C1 cash operating cost Pre-Production Capex Pre-Production Capex Contingency NPV10 IRR Annual Average EBITDA Unit A$m A$m A$/dmt A$m A$m A$m % A$m Feasibility Study Outcome 802.9 110.4 76.86 11.4 0.5 54.3 58.9 16.4 The above financial metrics were based on a flat forecast 62% Fe index price of US$78/dmt for the LOM and a flat forecast exchange rate of A$/US$ of US$0.70 for the LOM. For full details of the FS, please see the Company’s ASX release dated 4 November 2019 “Feasibility Study shows Iron Ridge will generate outstanding cashflow and financial returns”. The FS was based on the independently modelled Mineral Resource estimated by CSA Global using a 58% Fe cut-off grade. The resulting Indicated and Inferred Resource is 10.5Mt at 64.2% Fe (Refer ASX release dated 21 August 2019 “Significant Increase in Iron Ridge Mineral Resource”) outlined below: Table 2: Iron Ridge Project – Mineral Resource estimate Classification Indicated Inferred Total Tonnes Mt 10.0 0.5 10.5 Fe % 64.3 62.5 64.2 Al2O3 % 2.56 2.80 2.57 LOI % 1.90 3.13 1.96 P % 0.046 0.046 0.046 SiO2 % 3.21 4.41 3.26 TiO2 % 0.09 0.12 0.09 Based on the Mineral Resource estimate, independent consultant, Mining Plus conducted a series of pit optimisations and mine designs with input from geotechnical, hydrological and mining consultants. Detailed mine design and mine scheduling was then conducted before Fenix conducted a detailed Request for Proposals (RFP) from several mining services proponents. Ore Reserves were then declared by Mining Plus based on a combined fines and lump production rate of 1.25Mtpa with a life of mine waste to ore stripping ratio of 2.86:1. Table 3: Iron Ridge Project – Ore Reserve Classification Probable Total Ore Reserves Tonnes Mt 7.76 7.76 Fe % 63.9 63.9 Al2O3 % 2.79 2.79 LOI % 2.00 2.00 P % 0.05 0.05 SiO2 % 3.46 3.46 TiO2 % 0.09 0.09 Ore Reserves are derived from Indicated Resources and the Mineral Resources outlined above in Table 2 are inclusive of the Ore Reserves. FENIX RESOURCES LIMITED - 4 - For personal use only DIRECTORS’ REPORT (continued) Competent Person Statements for the Mineral Resource and Ore Reserve estimates are included on pages 6 and 7 of this report. Approvals & Permitting During the financial year, the Company submitted a Stage 1 Mining Proposal and Mine Closure Plan for the Iron Ridge Project to the Department of Mines, Industry Regulation and Safety (DMIRS) for statutory approval. Subsequent to the end of the financial year, as announced on 13 August 2020, the Company announced that the DMIRS had approved the Stage 1 Mining Proposal and Mine Closure Plan for the Iron Ridge Project. On 18 August 2020, the Company announced it had executed a Mining Cooperation and Benefits Agreement with the Wajarri Yamatji Native Title Claimant # 1 Group by Deed Poll. Next Steps Fenix is focused on obtaining all the necessary approvals to allow the project to proceed to development and rapidly thereafter into commercial production. Fenix remains engaged with several parties regarding iron ore product offtake and project and working capital financing. Additionally, the Company is looking to finalise port access arrangements with the Mid West Ports Authority, as well as enter into formal contracts with mining, road transport and port services contractors. Final agreements will be subject to receiving the necessary permits and approvals to achieve FID. MINERAL RESOURCE AND ORE RESERVE STATEMENT Fenix reports its Mineral Resource and Ore Reserve estimates in accordance with the ASX Listing Rules and the 2012 edition of the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012). The Company has reviewed its Mineral Resource and Ore Reserve estimates as at 30 June 2020. This Mineral Resource and Ore Reserve Statement is based on, and fairly represents, information and supporting documentation prepared by the competent persons noted on pages 6 and 7 of this report. During the financial year, Fenix delivered a significant increase in overall Mineral Resource confidence, with the Indicated Mineral Resource for the Iron Ridge Project increasing by 51% to 10.0Mt at 64.3% Fe, 3.2% SiO2, 2.6% Al2O3 and 0.05% P (from previous estimate of 6.6Mt at 64.5% Fe, 3.1% SiO2, 2.5% Al2O3 and 0.04% P). The Company’s estimate Mineral Resource for the Iron Ridge Project as at 30 June 2020, reconciled to the Mineral Resource as at 30 June 2019 is: Table 4: Iron Ridge Project – Mineral Resource estimate at 30 June 2020 Classification Year Tonnes Indicated Inferred Total Mt 10.0 6.6 0.5 2.6 10.5 9.2 2020 2019 2020 2019 2020 2019 Fe % 64.3 64.5 62.5 63.2 64.2 64.1 Al2O3 % 2.56 2.51 2.80 3.04 2.57 2.66 LOI % 1.90 1.74 3.13 2.13 1.96 1.85 P % 0.046 0.042 0.046 0.054 0.046 0.045 FENIX RESOURCES LIMITED SiO2 TiO2 % 3.21 3.14 4.41 3.93 3.26 3.36 % 0.09 0.09 0.12 0.12 0.09 0.10 - 5 - For personal use only DIRECTORS’ REPORT (continued) In addition, during the financial year, the Company announced a maiden Ore Reserve at its Iron Ridge Project. The Company’s Ore Reserve as at 30 June 2020: Table 5: Iron Ridge Project – Ore Reserve at 30 June 2020 Classification Year Probable Total Ore Reserves 2020 2019 2020 2019 Tonnes Mt 7.76 - 7.76 - Fe % Al2O3 % LOI % P % SiO2 TiO2 % % 63.9 2.79 2.00 0.05 3.46 0.09 - - - - - - 63.9 2.79 2.00 0.05 3.46 0.09 - - - - - - Ore Reserves are derived from Indicated Resources and the Mineral Resources outlined above in Table 4 are inclusive of the Ore Reserves. The Company ensures the estimation of its Mineral Resources and Ore Reserves are subject to best practice governance arrangements and external and internal controls. The Mineral Resources and Ore Reserves reported have been generated by independent external consultants who are experienced in best practice estimation and reconciliation methods. The consultants have also undertaken reviews of the quality and suitability of the underlying information used to generate the applicable extensions. In addition, Fenix management follows guidelines and working practices to control the Mineral Resources and Ore Reserves estimation and reconciliation process, as well as the quality of the data used. The Company’s risk management program includes assessment of the risks associated with the estimations of Mineral Resources and Ore Reserves and the controls in place to ensure that robust Mineral Resource and Ore Reserve estimates are reported. COMPETENT PERSON STATEMENTS The information in this report that relates to Mineral Resources is based on information compiled by Mr Alex Whishaw, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy and is employee by CSA Global Pty Ltd. Mr Whishaw has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources, and Ore Reserves (JORC Code). The Company confirms it is not aware of any new information or data that materially affects the information included in the relevant market announcement and all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. The information in this report that relates to the Processing and Metallurgy for the Iron Ridge Project is based on and fairly represents, information and supporting documentation compiled by Mr Damian Connelly who is a Fellow of The Australasian Institute of Mining and Metallurgy and a full time employee of METS Engineering Group. Mr Connelly has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. The Company confirms it is not aware of any new information or data that materially affects the information included in the relevant market announcement and all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. The information in this report that relates to Ore Reserves is based on information compiled by Mr John Battista, a Competent Person who is a Member and Chartered Professional (Mining) of the Australasian Institute of Mining and Metallurgy and is currently employed by Mining Plus (UK) Ltd. Mr Battista has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for the Reporting of Exploration Results, FENIX RESOURCES LIMITED - 6 - For personal use only DIRECTORS’ REPORT (continued) Mineral Resources, and Ore Reserves (JORC Code). The Company confirms it is not aware of any new information or data that materially affects the information included in the relevant market announcement and all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. In relation to the production target and forecast financial information referred to in the report, the Company confirms that all material assumptions underpinning the production target and the forecast financial information derived from the production target continue to apply and have not materially changed since the announcement of the feasibility study on 4 November 2019. Pursuant to ASX Listing Rule 5.24, Mr Battista has approved the Mineral Resource and Ore Reserve Statement in this Annual Report. TENEMENT SCHEDULE The Company’s interests in tenements is as follows as at the date of this report: Location Project Western Australia Iron Ridge Western Australia Iron Ridge Western Australia Iron Ridge Western Australia Iron Ridge Western Australia Iron Ridge Western Australia Iron Ridge CORPORATE Board Changes Tenement M20/118-I E20/936 L20/083 L20/084 L20/085 G20/028 Interest 100% 100% 100% 100% 100% 100% During the period, the Company advised Mr Garret Dixon had been appointed Non-Executive Chairman of Fenix Resources, effective 1 January 2020. Garret is an experienced and accomplished senior executive with extensive experience in the resources, transport and contracting sectors in Australia and overseas. His work in both private and ASX listed companies spans more than three decades, having worked in senior executive roles for major mine owners, mine operators and contractors in the iron ore, gold, coal, nickel and bauxite commodities markets. He has worked for many years in the iron ore industry and previously developed mines from start up to production. Garret’s career since graduation in 1981 includes time with a Federal Government construction department, Executive General Manager for civil construction and contract mining group Henry Walker Eltin Ltd, Managing Director of logistics company Mitchell Corporation, Managing Director & CEO of ASX listed Gindalbie Metals Ltd and Vice President of Iron Ore Business Development for rail freight operator Aurizon. Until recently, Mr Dixon held the position of Executive Vice President Alcoa & President Bauxite where he was responsible for the global bauxite mining business for the NYSE listed Alcoa Corporation. Garret has a Bachelor of Engineering (Hons) and a Master of Business Administration and is a member of the Australian Institute of Company Directors. On 1 January 2020, Mr Bevan Tarratt resigned from his role as Non-Executive Director and Chairman and on 18 March 2020, Mr Petar Tomasevic resigned from his role as Non-Executive Director. FENIX RESOURCES LIMITED - 7 - For personal use only DIRECTORS’ REPORT (continued) Movements in Securities On 9 July 2019, the Company advised that 15,000,000 Class A Performance Shares had not met the requirement for conversion and, pursuant to the terms and conditions of the Performance Shares, all unconverted Class A Performance Shares held by the holders were automatically consolidated into one Share each. A total of 11 shares were issued. On the same date, 1,500,000 employee performance rights were exercised and converted into ordinary shares. The conversion of the performance rights follows satisfaction of the performance milestone on 19 March 2019 being the initial upgrade of the Iron Ridge JORC-code compliant resource to a total of not less than 6Mt @65% Fe at a cut-off grade of not less than 50% Fe with at least 60% of the total resource categorised in at least the Indicated category in accordance with the JORC Code (2012). On 31 January 2020, 11,750,000 employee and consultant performance rights were exercised and converted into ordinary shares. The conversion of the performance rights followed satisfaction of the applicable performance milestones. On 9 April 2020, the Company advised it had cancelled 1,687,500 employee performance rights for nil consideration. On 9 June 2020, the Company advised a further 4,250,000 employee performance rights had lapsed. DIRECTORS The names of Directors who held office during the year and up to the date of signing this report, unless otherwise stated are: Garret Dixon Non-Executive Chairman (appointed 1 January 2020) Robert Brierley Managing Director Garry Plowright Executive Director Bevan Tarratt Non-Executive Chairman (resigned on 1 January 2020) Petar Tomasevic Non-Executive Director (resigned on 18 March 2020) PRINCIPAL ACTIVITIES The principal activity of the Group during the year was to explore mineral tenements in Western Australia. DIVIDENDS No dividends have been declared, provided for or paid in respect of the financial year (30 June 2019: Nil). FINANCIAL SUMMARY The Group made a net loss after tax of $1,274,638 for the financial year ended 30 June 2020 (30 June 2019: loss $2,613,166). At 30 June 2020, the Group had net assets of $7,453,575 (30 June 2019: $8,175,028) and cash assets of $1,292,625 (30 June 2019: $4,213,915). SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS The significant changes in the state of affairs of the Consolidated Entity during the financial period and to the date of this report are set out in the review of operations above. MATTERS SUBSEQUENT TO THE END OF THE REPORTING PERIOD On 1 July 2020, Ms Shannon Coates was appointed as Company Secretary, following the resignation of Mr Matthew Foy on 30 June 2020. On 13 August 2020, the Company announced that the Department of Mines, Industry Regulation and Safety (DMIRS) had approved the Stage 1 Mining Proposal and Mine Closure Plan for the Iron Ridge Project. FENIX RESOURCES LIMITED - 8 - For personal use only DIRECTORS’ REPORT (continued) On 18 August 2020, the Company announced it had executed a Mining Cooperation and Benefits Agreement with the Wajarri Yamatji Native Title Claimant # 1 Group (WY Group) by Deed Poll. 2.5 million fully paid ordinary shares were issued to a nominee of WY Group. On 20 August 2020, the Company announced a capital raising $15 million through the issue of approximately 103.5 million new fully paid ordinary shares at 14.5 cents. On 28 August 2020, the Company issued approximately 68.9 million fully paid ordinary shares pursuant to Tranche 1 of the Placement. On 25 August 2020, the Company issued 2,500,000 fully paid ordinary shares in part consideration for Mining Co- operation and Benefits Agreement with Native Title group. On 31 August 2020, the Company announced that Atlas Iron Pty Ltd had been appointed to act as the marketing agent for 50% of iron ore production and sales from Iron Ridge Project. Other than as set out above there has not arisen in the interval between the end of the period and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company to affect substantially the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial years. INFORMATION ON DIRECTORS The following information is current as at the date of this report. Mr Garret Dixon Non-Executive Chairman (appointed 1 January 2020) Experience Mr Dixon is an experienced and accomplished Senior Executive with extensive experience in the resources, transport and contracting sectors in Australia and overseas. His work in both private and ASX listed companies spans more than three decades, having worked in senior executive roles for major mine owners, mine operators and contractors in the iron ore, gold, coal, nickel and bauxite commodities markets. He has worked for many years in the iron ore industry and previously developed mines from start up to production. Mr Dixon has a Bachelor of Engineering (Hons) and a Master of Business Administration and is a member of the Australian Institute of Company Directors. Committee Memberships Audit & Risk Committee and Remuneration Committee Equity Interests 10,000,000 options over ordinary shares Directorships held in other listed entities Current directorships: - Non-Executive Chairman - Dynamic Drill and Blast Holdings Ltd from May 2020, listed on ASX August 2020 - Non-Executive Director - Chalice Gold Mines Limited from August 2020 - Non-Executive Director – BCI Minerals Ltd from June 2020 Former directorships: - Watpac Ltd – from February 2014 to February 2019 No other listed directorships have been held by Mr Dixon in the previous three years. FENIX RESOURCES LIMITED - 9 - For personal use only DIRECTORS’ REPORT (continued) Mr Robert Brierley Managing Director (appointed 1 March 2019) Experience Mr Brierley holds a Bachelor of Engineering (Mining Engineering) and a Graduate Diploma in Applied Finance and Investment. He is experienced in project and mine management, corporate finance, leadership, corporate governance and equities research. Mr Brierley has significant experience in many mining operations, including acting as Registered Mine Manager/Quarry Manager at several iron ore mines including Yandi, Marandoo and Koolan Island. Additionally, he has over 13 years of experience in financial markets, predominantly as Head of Equities Research. It is expected that Mr Brierley will be at the forefront of the Company’s fundraising whilst also progressing the Company’s development of the high- grade Iron Ridge iron ore deposit. Mr Brierley is a Graduate Member of the Australian Institute of Company Directors. He has had previous executive and Non-Executive roles with Brockman Resources Ltd (ASX: BRM), Alchemy Resources Ltd (ASX: ALY), BrazIron Ltd (ASX: BZL) and Carbine Resources Ltd (ASX: CRB). Committee Memberships None Equity Interests 5,250,000 ordinary shares 12,000,000 options over ordinary shares 1,500,000 performance rights over ordinary shares Directorships held in other listed entities Mr Brierley has held no other listed directorships in the last three years. Mr Garry Plowright Executive Director (appointed 21 November 2018) Experience Mr Plowright is an experienced Executive with over 25 years’ experience in finance, commercial and technical development within the mining and exploration industry, working for some of Australia’s leading resource companies. He had been involved in gold, base metals and iron ore exploration and mining development projects in Australia and worldwide. Previous experience with the supply and logistics of services to the mining and exploration industry including capital raising, corporate governance and compliance, project management, mining and environmental approvals and regulations, contract negotiations, tenure management, land access, stakeholder and community engagement. Mr Plowright has extensive experience in mining law and has provided services to the industry in property acquisitions, project generation and joint venture negotiations. Mr Plowright has held global operational and corporate roles with Gindalbie Metals Ltd, Mt Edon Gold Ltd, Pacmin Mining, Atlas Iron Ltd, Tigris Gold (South Korea) and Westland Titanium (New Zealand). He has a strong background in strategic management, business planning, building teams, capital/debt raising, and experience with a variety of commodities). Committee Memberships Audit & Risk Committee and Remuneration Committee Equity Interests 5,029,587 ordinary shares 2,000,000 options over ordinary shares 19,615,385 performance shares FENIX RESOURCES LIMITED - 10 - For personal use only DIRECTORS’ REPORT (continued) Directorships held in other listed entities Current directorships: - Non-Executive Director – Hexagon Energy Materials Ltd from June 2015 No other listed directorships have been held by Mr Plowright in the previous three years. Mr Bevan Tarratt Non-Executive Chairman (appointed 29 August 2018, resigned on 1 January 2020 ) Experience Mr Tarratt has an extensive background in the accounting industry primarily focused on small cap resource companies. This experience has allowed Mr Tarratt to develop an in-depth understanding of the resource sector within Western Australia and globally, allowing Mr Tarratt to systematically evaluate project and corporate opportunities. Directorships held in other listed entities Directorships held in the last three years - Non-Executive Chairman - Protean Energy Ltd from June 2007 - Non-Executive Director - Jacka Resources Ltd from August 2018 - Non-Executive Chairman - Ansila Energy NL from May 2018 Mr Petar Tomasevic Non-Executive Director (appointed 2 November 2017, resigned on 18 March 2020) No other listed directorships have been held by Mr Tarratt in the previous three years. Experience Mr Tomasevic has significant experience in the financial services industry having worked with numerous ASX-listed companies in marketing and investor relations roles. He was Managing Director of an international sports manufacturing company and is fluent in 5 languages. Petar is RG146 accredited, specialising in small/mid-cap stocks, capital raising requirements, and portfolio management. He holds a Diploma of Financial Services (Financial Planning). Directorships held in other listed entities Directorships held in the last three years - Non-Executive Director – GTI Resources Ltd from May 2020 No other listed directorships have been held by Mr Tomasevic in the previous three years. Company Secretary Ms Shannon Coates (appointed 1 July 2020) LLB, B(Juris), AGIA, ACIS, GAICD Ms Coates is a qualified lawyer, Chartered Secretary and graduate of the AICD’s Company Directors course. She has over 25 years’ experience in corporate law and compliance, is Managing Director of Perth-based corporate advisory firm Evolution Corporate Services and is currently Company Secretary to a number of ASX listed companies, with a strong focus on resources. Former Company Secretary Mr Matthew Foy (resigned 30 June 2020) BCom, GradDipAppFin, GradDipACG, SAFin, AGIA, ACIS Mr Foy is an active member of the WA State Governance Council of the Governance Institute Australia (GIA). Meetings of Directors Provided the activity during the year and the changing size of the company, the Board established two separate committees – Audit & Risk and Remuneration. FENIX RESOURCES LIMITED - 11 - For personal use only DIRECTORS’ REPORT (continued) During the financial year: - nine (9) meetings of Directors - two (2) meeting of the Remuneration Committee and - no meetings of the Audit & Risk Committee Director during the year were as follows: Directors’ Meetings Audit & Risk Committee Meetings Remuneration Committee Meetings Number eligible to attend Number attended Number eligible to attend Number attended Number eligible to attend Number attended G Dixon (1) R Brierley G Plowright B Tarratt (2) P Tomasevic (3) 4 9 9 5 7 4 9 9 5 7 1 Mr Dixon appointed 1 January 2020. 2 Mr Tarratt resigned on 1 January 2020. 3 Mr Tomasevic resigned on 18 March 2020. REMUNERATION REPORT (AUDITED) - - - - - - - - - - - - 2 2 2 - - 2 2 2 The remuneration report is set out under the following main headings: A. B. C. D. E. F. G. H. I. Introduction Remuneration governance Key management personnel Remuneration and performance Remuneration structure (cid:120) Executive (cid:120) Non-Executive Executive service agreements Details of remuneration Share based compensation Other information This report details the nature and amount of remuneration for each Director and key management personnel of Fenix Resources Limited. A. INTRODUCTION The remuneration policy of the Company has been designed to align Director and Management objectives with shareholder and business objectives by providing a fixed remuneration component, and offering specific long-term incentives, based on key performance areas affecting the Group’s financial results. Key performance areas include cash flow management, growth in share price, successful exploration and subsequent exploitation of the Group’s tenements. The Company believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best management and Directors to run and manage the Group, as well as create goal congruence between Directors, executives and shareholders. FENIX RESOURCES LIMITED - 12 - For personal use only DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) During the year the Company did not engage remuneration consultants. B. REMUNERATION GOVERNANCE The Board retains overall responsibility for remuneration policies and practices of the Company. The Board has established a Remuneration Committee (Committee) which operated in accordance with its charter as approved by the Board. The Committee currently comprises of one independent Non-Executive Director and one Executive Director. The primary purpose of the Committee is to support and advise the Board in fulfilling its responsibility to shareholders by: (cid:120) (cid:120) (cid:120) ensuring competitive and reasonable remuneration, enabling the company to attract and retain key talent; aligning remuneration to the Company’s strategic and business objectives and the creation of shareholder value; ensuring transparent policies which are easily understood and acceptable to Shareholders. At the 2019 annual general meeting, the Company’s remuneration report was passed by the requisite majority of shareholders (100% by a show of hands). C. KEY MANAGEMENT PERSONNEL The key management personnel in this report are as follows: Executives – Current (cid:120) Robert Brierley (cid:120) Garry Plowright Non-Executive Directors – Current (cid:120) Garret Dixon – appointed 1 January 2020 Non-Executive Directors – Former (cid:120) Bevan Tarratt – resigned 1 January 2020 (cid:120) Petar Tomasevic – resigned 18 March 2020 D. REMUNERATION AND PERFORMANCE The following table shows the gross revenue, net losses attributable to members of the Company and share price of the Group at the end of the current and previous four financial years. Revenue from continuing operations Net loss attributable to members of the Company 30 June 2020 $ 30 June 2019 $ 30 June 2018 $ 30 June 2017 $ 30 June 2016 $ 71,730 31,808 18,904 38,811 58,921 (1,274,638) (2,613,166) (923,420) (554,611) (1,862,176) Share price 0.076 0.100 0.045 0.045 0.055 FENIX RESOURCES LIMITED - 13 - For personal use only DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) E. REMUNERATION STRUCTURE Executive remuneration structure The Board’s policy for determining the nature and amount of remuneration for Senior Executives of the Group is as follows. The remuneration policy, setting the terms and conditions for Executive Directors and other Senior Executives, was developed and approved by the Board. All Executives receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, options and performance incentives. The Board reviews executive packages annually by reference to the Group’s performance, executive performance, and comparable information from industry sectors and other listed companies in similar industries. Executives are also entitled to participate in the employee share option and performance rights plans. If an Executive is invited to participate in an employee share option or performance rights plan arrangement, the issue and vesting of any equity securities will be dependent on performance conditions relating to the executive’s role in the Group and/or a tenure based milestone. The employees of the Group receive a superannuation guarantee contribution required by the Government, which is currently 9.50%, and do not receive any other retirement benefits. Non-Executive remuneration structure Fees and payment to Non-Executive Directors reflects the demands that are made on them and the responsibilities of the Directors from time to time. Non-Executive Directors' fees and payments are reviewed annually by the Board. For the year ended 30 June 2020, remuneration for a Non-Executive Director/Chairman was between $60,000 and $144,000 per annum exclusive of superannuation. There are no termination or retirement benefits paid to Non-Executive Directors (other than statutory superannuation). Total remuneration for all Non-Executive Directors was last voted on by shareholders on 30 November 2010, whereby it is not to exceed $300,000 per annum. Directors’ fees cover all normal Board activities. A Director may also be paid fees or other amounts as the Directors determine, if a Director performs special duties or otherwise performs duties outside the scope of the normal duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties. At the date of this report the Company has not entered into any agreements with Directors or senior executives which include performance-based components. Non-Executive Directors are able to participate in the employee share option or performance rights plans. In addition, in order to align their interests with those of shareholders, the Non-Executive Directors are encouraged to hold shares in the Company. The Company has established an employee options plan (Plan) to attract Directors with suitable qualifications, skills and experience to plan, carry out and evaluate the Company’ Strategy and to motivate and retain those directors and employees. Participants in the Plan may be Directors of the Company or any of its subsidiaries or any other related body corporate of the Company. On 18 February 2020 shareholders approved the issue of options to Directors, the options vested immediately. During the year the Company did not engage remuneration consultants. At the 2019 annual general meeting, the resolution relating to the adoption of the remuneration report was passed by a show of hands. FENIX RESOURCES LIMITED - 14 - For personal use only DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) F. EXECUTIVE SERVICE AGREEMENTS Remuneration and other terms of employment for key management personnel are formalised in service agreements. The service agreements specify the components of remuneration, benefits and notice periods. Participation in the share and performance rights plans are subject to the Board's discretion. Other major provisions of the agreements relating to remuneration are set out below. Termination benefits are within the limits set by the Corporations Act 2001 such that they do not require shareholder approval. Contractual arrangement with key management personnel Executives – Current Name Effective date Term of agreement Notice period Base salary per annum (1) $ Termination payments Robert Brierley, Managing Director 01-Mar-19 No fixed term 3 months 200,000 3 months Garry Plowright, Executive Director 21-Nov-18 No fixed term 1 month 72,000 1 month 1 Mr Brierley’s base salary based on a time commitment of 3 days per week and Mr Plowright’s base salary based on a time commitment of 8 days per month. G. DETAILS OF REMUNERATION Details of remuneration of the key management personnel (KMP) (as defined in AASB 124 Related Party Disclosures) of the Company is set out below. Remuneration of KMP for the 2020 financial year is set out below: Short-term benefits Post-employment benefits Share based payments Total Cash salary Consulting fees Bonus Non-cash benefits (1) Super- annuation Termi- nation Performance rights (2) Options (3) $ $ $ $ $ $ $ $ $ Executive Directors – Current R Brierley 200,000 G Plowright 72,000 Non-Executive Director – Current G Dixon (4) 72,000 Non-Executive Director – Former B Tarratt (5) 48,000 P Tomasevic (6) 52,955 Total 444,955 - - - - - - - - - - - - 600 600 19,005 6,845 - 6,840 50 430 4,565 4,085 1,680 41,340 - - - - - - 183,167 166,483 569,255 - - 79,445 - 166,483 245,323 - - - - 52,615 57,470 183,167 332,966 1,004,108 1 Other benefits include the provision of a mobile phone allowance. 2 Performance rights granted as part of remuneration package, AASB 2 – Share Based Payments requires the fair value at grant date of the performance rights granted to be expensed over the vesting period. 3 Options granted as part of remuneration have been valued in accordance with AASB 2 – Share Based Payments. 4 Mr Dixon appointed 1 January 2020. 5 Mr Tarratt resigned on 1 January 2020. 6 Mr Tomasevic resigned on 18 March 2020. FENIX RESOURCES LIMITED - 15 - For personal use only DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) The following table sets out each KMP’s relevant interest in fully paid ordinary shares, options, performance rights and performance shares to acquire shares in the Company, as at 30 June 2020: Name R Brierley G Plowright G Dixon (1) Fully paid ordinary shares 5,250,000 5,029,587 - 1 Mr Dixon appointed 1 January 2020. Options Performance rights Performance shares 12,000,000 2,000,000 10,000,000 1,500,000 - - - 19,615,385 - Remuneration of KMP for the 2019 financial year is set out below: Short-term benefits Post-employment benefits Share based payments Total Consulting fees Bonus Non-cash benefits (1) Super- annuation Termi- nation Performance rights (2) Options (3) $ $ $ $ $ $ $ $ Cash salary $ Executive Directors – Current R Brierley (4) 108,333 G Plowright (5) 44,182 Non-Executive Director – Current B Tarratt 72,000 P Tomasevic 60,000 - - - - Non-Executive Director – Former R Brierley (4) 23,333 55,000 E Yao (6) J Sang (7) 50,000 25,000 - - - - - - - 75,000 300 400 600 600 - - 10,292 4,197 6,840 5,700 2,217 - - 250 2,375 Total 382,848 55,000 75,000 2,150 31,621 - - - - - - - - 282,187 37,860 438,972 - - - - - - 37,860 86,639 56,790 136,230 37,860 104,160 - - - 80,550 125,000 27,625 282,187 170,369 999,175 1 Other benefits include the provision of a mobile phone allowance. 2 Performance rights granted as part of remuneration package, AASB 2 – Share Based Payments requires the fair value at grant date of the performance rights granted to be expensed over the vesting period. 3 Options granted as part of remuneration have been valued in accordance with AASB 2 – Share Based Payments. 4 Mr Brierley, Managing Director, transitioned from Non-Executive to Executive Director on 21 November 2018 and to Managing Director on 1 March 2019. 5 Mr Plowright, Executive Director, was appointed on 21 November 2018. 6 Mr Yao resigned as Chairman 29 August 2018 and resigned as Non-Executive Director 2 November 2018. 7 Mr Sang resigned as Non-Executive Director 2 November 2018. FENIX RESOURCES LIMITED - 16 - For personal use only DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) H. SHARE BASED COMPENSATION Performance rights During the year ended 30 June 2020, the following performance rights were granted, vested and/or lapsed to KMP: Grant value (1) $ Number granted as remuneration Number vested during prior periods Number vested during the year Number vested but not yet exercisable Number lapsed during the year Maximum value yet to expense $ Grant date Robert Brierley - Managing Director 11-Apr-18 480,000 6,000,000 1,500,000 3,000,000 - - 14,646 1 The value of performance rights is calculated as the fair value of the rights at grant date and allocated to remuneration equally over the period from grant date to expected vesting date. The key conditions of awards affecting remuneration in the current and future reporting periods are set out below: Type of grant Grant date Expected vesting dates Expiry date Exercise price $ Average fair value (1) $ Performance rights 11-Apr-18 22-May-19 to 31-Aug-20 13-May-22 - 0.08 (2)(3) Service and/or performance condition Performance (4) Achieved Vested 75% 75% 1 The value of performance rights is calculated as the fair value of the rights at grant date, which is equal to the share price on grant date. The values are allocated to remuneration equally over the period from grant date to expected vesting date. 2 Performance rights can only be converted if they have vested. Upon conversion each performance right is convertible into one ordinary share which will rank equally with all other issued ordinary shares. 3 The value of performance rights granted are calculated in accordance with AASB2 Share based Payments at grant date. Refer to Note 17 of the financial statements for details of the assumptions used in calculating the value of each performance right as at their grant date. 4 Performance rights have been split equally into 4 tranches with a continuous service condition. Each tranche will vest on completion of any of the below milestones: Milestone 1 The Company entering into a binding offtake with a third party for the purchase from the Company of a minimum combined total of 6,000,000 tonnes of iron ore produced from the Iron Ridge Project; Milestone 2 Completion of a feasibility study that derives a Net Present Value (NPV) (utilising a discount rate of 10%) of the Iron Ridge Project of not less than $50 million and is signed off and validated by an independent consultant and agreed by the Board; Securing necessary funding to commence production at the Iron Ridge Project, including via equity or debt (or a combination of both) or other funding mechanism such as joint venture or forward payments on offtake agreement; Milestone 3 Delineating a material resource upgrade at the Iron Ridge Project of: Milestone 4 An initial upgrade of the existing JORC-code compliant resource to a total of not less than 6Mt @65% Fe at a cut-off grade of no less than 50% Fe with at least 60% of the total resource categorised in at least the Indicated category in accordance with the JORC Code (2012); and Milestone 5 A further upgrade of the JORC-code compliant resource to a total of not less than 8Mt @65% Fe at a cut-off grade of no less than 50% Fe with at least 60% of the total resource categorised in at least the Indicated category in accordance with the JORC Code (2012); Milestone 6 Obtaining all environmental and mining licence approvals necessary to commence mining at the Iron Ridge Project. The performance rights were issued to incentivise KMP as part of their remuneration package. The performance rights were issued to encourage continued improvement in the performance of the Company and individuals, as well as to provide a method to share in the added value created contributing to the attainment of the results. The issue of the performance rights is appropriate and effective in its ability to attract and retain the best management and Directors to run and manage the Group, as well as create goal congruence between Directors, executives and shareholders. FENIX RESOURCES LIMITED - 17 - For personal use only DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) Options Grant date (1) Grant value (2) $ Number granted Value per option (3) $ Expiry date Vesting date Number exercised Vested % Robert Brierley - Managing Director 21-Feb-20 88,326 5,000,000 0.0177 31-Dec-21 21-Feb-20 21-Feb-20 78,157 5,000,000 0.0156 31-Dec-21 21-Feb-20 Garret Dixon – Non-Executive Chairman (4) 21-Feb-20 88,326 5,000,000 0.0177 31-Dec-21 21-Feb-20 21-Feb-20 78,157 5,000,000 0.0156 31-Dec-21 21-Feb-20 - - - - 100% 100% 100% 100% 1 The securities were approved on the 18 February 2020 at the Company’s General Meeting. 2 Value of options has been calculated in accordance with AASB 2: Share Based Payments. 3 Refer to Note 17 of the financial statements for details of the assumptions used in calculating the value of each option as at their grant date. 4 Mr Dixon was appointed Non-Executive Chairman on 1 January 2020. The options carry no dividend or voting rights. No conditions must be satisfied for the options to vest. When exercisable, each option is convertible into one ordinary share of Fenix Resources Limited. No options were exercised during the year, the table above shows the number of options over ordinary shares in the company provided as remuneration during the year to KMP is shown in the table above. Relative proportions of fixed vs variable remuneration expense The following table shows the relative proportions of remuneration that are linked to performance and those that are fixed, based on the amounts disclosed as statutory remuneration expense for the 2020 and 2019 financial years: Fixed remuneration At risk STI At risk LTI Fixed remuneration At risk STI At risk LTI Executive Directors – Current R Brierley G Plowright Non-Executive Director – Current 39% 100% 2020 61% - G Dixon (1) 32% 68% Non-Executive Director – Former B Tarratt (2) P Tomasevic (3) E Yao (4) J Sang (5) 100% 100% - - - - - - - - - - - - - 2019 27% 56% 73% 44% - - 58% 64% 100% 100% 42% 36% - - - - - - - - - 1 Mr Dixon appointed on 1 January 2020. 2 Mr Tarratt resigned on 1 January 2020. 3 Mr Tomasevic resigned on 18 March 2020. 4 My Yao resigned as Chairman 29 August 2018 and resigned as Non-Executive Director 2 November 2018. 5 Mr Sang resigned as Non-Executive Director 2 November 2018. FENIX RESOURCES LIMITED - 18 - For personal use only DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) Reconciliation of equity instruments held by KMP The following table sets out a reconciliation of each KMP’s relevant interest in ordinary shares and options, performance rights and performance shares to acquire shares in the Company for the 2020 financial year: Balance at the start of the year/period Granted/ Acquired Exercised/ Vested Lapsed Other changes Balance at year end Executives – Current R Brierley Fully paid ordinary shares 750,000 - 4,500,000 Options 2,000,000 10,000,000 - Performance rights 6,000,000 G Plowright Fully paid ordinary shares 5,029,586 Options 2,000,000 Performance shares (1) 22,633,137 Non-Executive Directors – Current G Dixon (2) Fully paid ordinary shares Options Non-Executives Directors – Former B Tarratt (3) Fully paid ordinary shares - - - Options P Tomasevic (4) 3,000,000 Fully paid ordinary shares - Options 2,000,000 - - - - - 10,000,000 - - - - (4,500,000) - - - - - - - - - - - - - - - - - - - - - - - - 1 - 5,250,000 12,000,000 1,500,000 5,029,587 2,000,000 (3,017,752) 19,615,385 - - - (3,000,000) - (2,000,000) - 10,000,000 - - - - 1 Mr Plowright was the holder of 3,017,752 Class A Performance Shares which consolidated into 1 ordinary fully paid share, following that the Performance Shares had not met the requirement for conversion. 2 Mr Dixon appointed on 1 January 2020. 3 Mr Tarratt resigned on 1 January 2020. 4 Mr Tomasevic resigned on 18 March 2020. None of the fully paid ordinary shares above are held nominally by the Directors or any other KMP. I. OTHER INFORMATION Share capital issued On 9 July 2019, the Company advised that 15,000,000 Class A Performance Shares had not met the requirement for conversion and, pursuant to the terms and conditions of the Performance Shares, all unconverted Class A Performance Shares held by the each holder were automatically consolidated into one ordinary fully paid share. Mr Plowright was the holder of 3,017,752 Class A Performance Shares which consolidated into 1 ordinary fully paid share. FENIX RESOURCES LIMITED - 19 - For personal use only DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) Transactions with other related parties Purchases from entities associated with key management personnel Former Director, Mr Bevan Tarratt, is a Director of Ansila Energy NL (formerly Pura Vida Energy NL) which has provided shared office costs per an arrangement with the Company on normal commercial terms and conditions. The expenses recognised during the period was $2,611 (ex GST) (30 June 2019: $4,368 (ex GST)). This concludes the Remuneration Report which has been audited. UNISSUED ORDINARY SHARES Unissued ordinary shares under option/right at the date of this report are 178,000,000 and broken-down as follows: Options - - Issued to Directors Issued to employees, consultants, vendors and former Directors 24,000,000 55,000,000 Options over ordinary shares can be exercised between $0.06 and $0.08. Performance rights - Issued to Directors 1,500,000 Performance rights may be converted subject to various performance milestones. Performance shares - - Issued to Directors Issued to vendors 19,615,385 77,884,615 Performance shares may be converted subject to various performance milestones. ENVIRONMENTAL REGULATIONS The Company’s policy is to comply with, or exceed, its environmental obligations in each jurisdiction in which it operates. No known environmental breaches have occurred. INDEMNIFYING OFFICERS During the financial year, the Company paid a premium in respect of a policy insuring the Company’s Directors, Secretaries, Executive Officers and any related body corporate against a liability incurred as such a Director, Secretary or Officer to the extent permitted by the Corporations Act 2001. The policy of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has entered into Deeds of Indemnity, Insurance and Access with the Company’s Directors, Secretary and Executive Officers. The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or any of the related body corporates against a liability incurred as such an officer or auditor. PROCEEDINGS ON BEHALF OF COMPANY No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of Fenix Resources Limited, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of Fenix Resources Limited for all or part of these proceedings. No proceedings have been brought or intervened in on behalf of Fenix Resources Limited with leave of the Court under section 237 of the Corporations Act 2001. FENIX RESOURCES LIMITED - 20 - For personal use only DIRECTORS’ REPORT (continued) AUDITOR’S INDEPENDENCE DECLARATION The auditor’s independence declaration, as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2020 has been received and can be found on page 22. AUDITOR’S REMUNERATION During the financial year no fees were paid or payable for services provided by related entities of Grant Thornton Audit Pty Ltd. The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important. This report is signed in accordance with a resolution of the Board of Directors made pursuant to section 295(5) of the Corporations Act 2001. Signed in accordance with a resolution of the directors GARRET DIXON Non-Executive Chairman Perth 4 September 2020 FENIX RESOURCES LIMITED - 21 - For personal use only Level 43 Central Park 152-158 St Georges Terrace Perth WA 6000 Correspondence to: PO Box 7757 Cloisters Square Perth WA 6850 T +61 8 9480 2000 E info.wa@au.gt.com W www.grantthornton.com.au Auditor’s Independence Declaration To the Directors of Fenix Resources Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Fenix Resources Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been: a b no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. GRANT THORNTON AUDIT PTY LTD Chartered Accountants M D Dewhurst Partner – Audit & Assurance Perth, 4 September 2020 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. - 22 - For personal use only CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2020 Revenue Other income Expenses Exploration expense Exploration costs impaired Depreciation expense Plant and Equipment written off Share-based payments expense Finance costs Loan written off Administrative expenses Loss before income tax expense Income tax expense Notes 2020 $ 2019 $ 1 2 2 2 2 2 5 71,730 31,808 (2,616) - (1,391) - (10,174) (20,889) (1,765) (9,622) (553,185) (1,272,378) - - (34,463) (308) (789,176) (1,295,375) (1,274,638) (2,613,166) - - Loss after income tax expense for the period attributable to the owners of the Group (1,274,638) (2,613,166) Other comprehensive income Other comprehensive income for the period, net of tax - - Total comprehensive income for year attributable to owners of Fenix Resources Limited (1,274,638) (2,613,166) Basic and diluted (loss) per share (cents per share) 19 (0.46) (1.69) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. FENIX RESOURCES LIMITED - 23 - For personal use only CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2020 Current Assets Cash and cash equivalents Other current assets – term deposit Trade and other receivables Total Current Assets Non-Current Assets Plant and equipment Notes 2020 $ 2019 $ 6 7 7 1,292,625 4,213,915 50,000 49,324 50,000 163,373 1,391,949 4,427,288 Capitalised exploration and evaluation expenditure 8 Total Non-Current Assets 1,371 6,203,553 6,204,924 2,763 4,380,204 4,382,967 Total Assets 7,596,873 8,810,255 Current Liabilities Trade and other payables Provisions Borrowings Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses 11 12 13 15 15 15 131,997 11,301 - 631,106 4,121 - 143,298 635,227 143,298 635,227 7,453,575 8,175,028 27,755,148 27,755,148 2,606,557 2,053,372 (22,908,130) (21,633,492) Total Equity 7,453,575 8,175,028 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. FENIX RESOURCES LIMITED - 24 - For personal use only CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2020 Issued Capital $ Reserves $ Accumulated Losses $ Total $ Balance at 1 July 2018 19,375,906 - (19,020,326) 355,580 Loss for the year Other comprehensive income Total comprehensive loss for the year - - - Transactions with owners in their capacity as owners Shares issued during the year 9,707,400 - - - - Share issue costs (1,334,058) 780,994 Contribution from options issued during the year 5,900 - Performance rights/options expense recognised during the year - 1,272,378 (2,613,166) (2,613,166) - - (2,613,166) (2,613,166) - - - - 9,707,400 (553,064) 5,900 1,272,378 Balance at 30 June 2019 27,755,148 2,053,372 (21,633,492) 8,175,028 Loss for the year Other comprehensive income Total comprehensive loss for the year - - - - - - (1,274,638) (1,274,638) - - (1,274,638) (1,274,638) Transactions with owners in their capacity as owners Performance rights/options expense recognised during the year - 553,185 - 553,185 Balance at 30 June 2020 27,755,148 2,606,557 (22,908,130) 7,453,575 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. FENIX RESOURCES LIMITED - 25 - For personal use only CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2020 Notes 2020 $ 2019 $ Cash flows from operating activities Payments to suppliers, consultants and employees (737,300) (1,380,251) Interest received Cash flow boost incentive Net cash used in operating activities Cash flows from investing activities Payments for plant and equipment Movement in term deposits 1 26 27,296 50,000 25,976 - (660,004) (1,354,275) - - (3,812) (50,000) Payments for exploration and evaluation (2,261,286) (1,696,835) Cash acquired as part of asset acquisition 4 - (10,226) Net cash used in investing activities (2,261,286) (1,760,873) Cash flows from financing activities Proceeds from new issues of shares Proceeds from issue of options Share issue costs Proceeds from borrowings Repayment of borrowings Cost of borrowings Net cash provided by financing activities 15 13 2 - - - - - - - 7,507,153 5,900 (553,065) 117,044 (136,844) (34,463) 6,905,725 Net (decrease) / increase in cash held Cash and cash equivalents at the beginning of the period (2,921,290) 3,790,576 4,213,915 423,339 Cash and cash equivalents at the end of the period 6 1,292,625 4,213,915 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. FENIX RESOURCES LIMITED - 26 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 1 OTHER INCOME Other Income Interest income Cash flow boost incentive payments (1) Total other income 2020 $ 2019 $ 21,730 50,000 71,730 31,808 - 31,808 1 Cash flow boosts payments are delivered as credits in the activity statements and equivalent to the amount withheld from wages paid to employees from March to June 2020. 2 EXPENDITURE Administrative expense Advertising and marketing costs Advisory costs Compliance costs Consultants Director benefits expense (1) Other administrative expenses Total administrative expense Finance costs Loan fees Interest expense Total finance costs Share-based payments expense Director options Performance rights expense Advisor options Notes 2020 $ 2019 $ 77,991 71,653 123,305 61,568 274,283 180,376 789,176 - - - 332,966 220,219 - 130,660 320,444 202,442 143,484 375,692 122,653 1,295,375 31,172 3,291 34,463 170,369 628,761 473,248 13 13 17(a) 17(b) 17(a) Total share-based payments expense 553,185 1,272,378 Exploration expense (2) Exploration costs impaired (3) 2,616 - 10,174 20,889 1 A portion of the Directors benefits expense has been capitalised as an exploration and evaluation assets. 2 Exploration costs incurred that did not meet the criteria to be capitalised. 3 Exploration cost impaired are incurred in relation to the Beyondie Iron Project, which the Company withdrew from during the prior year as a result any cost capitalised during the prior year have been impaired. FENIX RESOURCES LIMITED - 27 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 3 OPERATING SEGMENTS Management has determined that the Group has one reportable segment, being exploration activities at the Iron Ridge Project. During the prior period the Group had two reportable segments, being the Iron Ridge Project and Beyondie Project. The Group withdrew from the Beyondie Project during the prior period. This determination is based on the internal reports that are reviewed and used by the Board (chief operating decision maker) in assessing performance and determining the allocation of resources. As the Group is focused on exploration, the Board monitors the Group based on actual versus budgeted exploration expenditure incurred by area of interest. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Group and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date. Iron Ridge Project $ Beyondie Project $ Other $ Total $ - - 5,928,454 (66,511) - - 3,781,549 (519,099) - - - - - 71,730 71,730 (1,274,638) (1,274,638) 1,668,419 7,596,873 (76,787) (143,298) 31,808 31,808 (20,889) (2,592,277) (2,613,166) - - 4,428,706 8,210,255 (116,128) (635,227) For the year ended 30 June 2020 Income from external sources Reportable segment loss Reportable segment assets (1) Reportable segment liabilities For the year ended 30 June 2019 Income from external sources Reportable segment loss Reportable segment assets (2) Reportable segment liabilities 1 Other includes cash held of $1,342,625 2 Other includes cash held of $4,263,886 4 ASSET ACQUISITION During the prior year, on 10 September 2018, shareholders approved the acquisition of the assets held by Prometheus Mining Pty Ltd (Prometheus), through the acquisition of 100% of its share capital. Prometheus owns 100% of mining lease M20/118-I located approximately 67km from the mining town of Cue in the Midwest region of Western Australia (the Iron Ridge Project or Project). The transaction was completed on 22 November 2018. The fair value of Prometheus at the date of acquisition was: 10 September 2018 $ Note Current assets Cash and cash equivalents Other current assets Non-current assets Exploration and evaluation expenditure 8 Total assets 29 5,464 2,224,562 2,230,055 FENIX RESOURCES LIMITED - 28 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 4 ASSET ACQUISITION (continued) Current liabilities Bank overdraft Other current liabilities Total liabilities Net assets Note 13 10 September 2018 $ 10,255 19,800 30,055 2,200,000 In consideration for 100% equity in Prometheus, Fenix issued 55,000,000 ordinary shares and 112,500,000 performance shares. The fair value of consideration issued on 22 November 2018 was $2,200,000, which was by reference to the fair value of shares and performance rights issued in connection with the acquisition. 10 September 2018 Notes $ Fair value of net assets acquired Consideration provided for assets acquired Ordinary shares Performance shares 15 17(c) 2,200,000 2,200,000 - 2,200,000 Significant accounting judgments Asset acquisition not constituting a Business When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised cost of the asset. In determining when an acquisition is determined to be an asset acquisition and not a business, significant judgement is required to assess whether the assets acquired constitute a business in accordance with AASB 3. Under AASB 3 a business is an integrated set of activities and assets that is capable of being conducted or managed for the purpose of providing a return, and consists of inputs and processes, which when applied to those inputs has the ability to create outputs. Management determined that the acquisition of Prometheus Mining Pty Ltd was an asset acquisition. Fair value of asset acquisition During the prior period 55,000,000 ordinary shares and 112,500,000 performance shares were issued in consideration for the Iron Ridge Project. The fair value of consideration was by reference to the fair value of shares and performance rights issued in connection with the acquisition in accordance with AASB 2, see Note 17. The fair value of the assets and liabilities was determined to be $2,200,000. FENIX RESOURCES LIMITED - 29 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 5 TAXATION Income tax benefit Current tax Deferred tax Income tax benefit Reconciliation of income tax to prima facie tax payable Loss before income tax Income tax benefit at 27.5% (30 June 2019: 27.5%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Impairment of assets Share based payments Capital raising costs Tax losses and other timing differences not recognised Total income tax benefit Deferred tax balances Deferred tax assets and liabilities not recognised relate to the following: Other Net deferred tax assets unrecognised Unrecognised deferred tax assets Deferred tax assets and liabilities not recognised relate to the following: Tax losses Other Net deferred tax assets unrecognised Significant accounting judgment Deferred tax assets 2020 $ 2019 $ - - - - - - (1,274,638) (2,613,166) (350,525) (718,621) - 152,126 - 198,399 5,744 349,904 39,785 323,188 - - - - - - 5,565,938 5,372,873 12,324 22,782 5,578,262 5,395,655 The Group expects to have carried forward tax losses, which have not been recognised as deferred tax assets, as it is not considered sufficiently probable that these losses will be recouped by means of future profits taxable in the relevant jurisdictions. The utilisation of the tax losses is subject to the Group passing the required Continuity of Ownership and Same Business Test rules at the time the losses are utilised. Net deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be available against which deductible temporary difference can be utilised. FENIX RESOURCES LIMITED - 30 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 6 CASH AND CASH EQUIVALENTS (a) Risk exposure Refer to Note 18 for details of the risk exposure and management of the Group’s cash and cash equivalents. (b) Deposits at call Deposits at call are presented as cash equivalents if they have a maturity of three months or less. Refer Note 30(i) for the Group's other accounting policies on cash and cash equivalents. 2020 $ 2019 $ Cash at bank 92,625 1,263,915 Deposits at call 1,200,000 2,950,000 1,292,625 4,213,915 7 TRADE AND OTHER RECEIVABLES AND OTHER CURRENT ASSETS Due to the short-term nature of the current receivables, their carrying amount is assumed to be the same as their fair value. Trade and other receivables Other receivables are generally due for settlement within 30 days and are therefore classified as current. Trade receivables Prepayments Refer to Note 18 for details of the risk exposure and management of the Group’s trade and other receivables. The term deposit has a maturity of more than three months. Other Current Assets Term deposit 8 EXPLORATION AND EVALUATION ASSETS 2020 $ 2019 $ 34,240 15,084 49,324 50,000 50,000 156,210 7,163 163,373 50,000 50,000 Iron Ridge Project Opening balance Acquisition of exploration assets Exploration expenditure incurred Closing balance Beyondie Project Opening balance Exploration expenditure incurred Exploration expenditure written off Closing balance Notes 2020 $ 2019 $ 4 2 4,380,204 - 1,823,349 6,203,553 - 2,224,562 2,155,642 4,380,204 - - - - - 20,889 (20,889) - Total closing balance 6,203,553 4,380,204 FENIX RESOURCES LIMITED - 31 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 8 EXPLORATION AND EVALUATION ASSETS (continued) Significant accounting estimates and assumptions Impairment of capitalised exploration and evaluation expenditure The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, costs of drilling and production, production rates, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices The carrying values of items of exploration and evaluation expenditure are reviewed for impairment indicators at each reporting date and are subject to impairment testing when events or changes in circumstances indicate that the carrying values may not be recoverable. These reviews gave rise to an impairment charge on the Beyondie Project during the year 30 June 2020 of nil (30 June 2019: $20,889). Significant accounting judgement Capitalisation of exploration and evaluation expenditure The Group has capitalised significant exploration and evaluation expenditure on the basis that this is expected to be recouped through future successful development (or alternatively sale) of the areas of interest concerned or on the basis that it is not yet possible to assess whether it will be recouped. 9 INTEREST IN JOINT VENTURE During the prior year, Fenix Resources Limited formed a strategic alliance with trucking and logistics company, Newhaul Pty Ltd (Newhaul). Fenix and Newhaul have formed a new joint venture company (JVC) known as Fenix Newhaul Pty Ltd (FN). It is intended that FN will provide all trucking services for the Iron Ridge Project. Interests in joint ventures Set out below is the joint venture of the Group as at 30 June 2020 which, in the opinion of the directors, is immaterial to the Group. The entity listed below has share capital consisting solely of ordinary shares, which are held directly by the Group. The country of incorporation or registration is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held. Name of entity Place of business/ country of incorporation Measurement method Fenix Newhaul Pty Ltd Western Australia Equity method 1 As the entity is a private entity no quoted prices are available. Significant accounting estimates, assumptions and judgements Control Assessment % of ownership interest Quoted fair value 2020 2019 2020 2019 % 50 % 50 $ $ N/A (1) N/A (1) The Directors determined that they jointly control the JVC. The Group has a 50% interest in the issued capital of this entity, with the other 50% being owned by Newhaul Pty Ltd. Each of the shareholder groups have one Board member representing their interests, with decisions around the JVC being made jointly. Carrying value of interest in joint venture The JVC has not had any activity during the year and currently has a nil carrying value, as a result no impairment assessment has been performed. FENIX RESOURCES LIMITED - 32 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 10 INTEREST IN JOINT OPERATIONS Under an agreement entered into with De Grey Mining Limited on 1 May 2008, Fenix had rights to 80% of the iron ore, vanadium and manganese on EL52/1806 and EL52/2215. The Company will sole fund the tenements until it makes a decision to mine. De Grey Mining Limited may then contribute on its 20% interest basis or convert to a 2% net smelter royalty. During the prior year the Company advised De Grey Mining Limited that it had withdrawn from the Beyondie Farmin Agreement and therefore relinquished its 80% interest in the iron ore rights to the Beyondie Project in Western Australia. As at 30 June 2020, the Company had no interest in joint operations (30 June 2019: nil). Assets employed by these joint ventures and the Company’s expenditure in respect of them is brought to account initially as capitalised exploration and evaluation expenditure until a formal joint venture agreement is entered into. Thereafter, investment in joint ventures is recorded distinctly from capitalised exploration costs incurred on the Company’s 100% owned projects. Significant accounting estimates, assumptions and judgements Classification of joint arrangements The joint venture agreements in relation to EL52/1806 and EL52/2215 require unanimous consent from all parties for all relevant activities. The two partners have direct rights to the assets of the partnership and are jointly and severally liable for the liabilities incurred by the partnership. This entity is therefore classified as a joint operation and the group recognises its direct right to the jointly held assets, liabilities, revenues and expenses as described in Note 30(a). 11 TRADE AND OTHER PAYABLES Trade and other payables are normally settled within 30 days from receipt of notice. All amounts recognised a trade and other payables, but not yet invoiced, are expected to settle within 12 months. The carrying value of trade and other payables are assumed to be the same as their fair value, due to their short-term nature. Refer to Note 18 for details of the risk exposure and management of the Group’s trade and other receivables. 12 PROVISIONS The current provision for employee benefits relate to annual leave which is provided for all employees of the Group in line with their employment contracts and the balance for the year ended 30 June 2020 and 30 June 2019 is expected to be settled within 12 months. The measurement and recognition criteria relating to employee benefits have been included in Note 30(p) to this report. 2020 $ 2019 $ Trade payables 79,288 512,541 Sundry payables and accruals 59,709 118,565 131,997 631,106 2020 $ 2019 $ Employee benefits 11,301 4,121 FENIX RESOURCES LIMITED - 33 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 13 BORROWINGS Working capital loan – October 2018 On 19 October 2018, the Company entered into a short- term loan facility for up to $300,000, with a sophisticated investor to provide working capital during the company’s recompliance. The loan was a fixed in Australian dollars, at a fixed daily interest rate of 0.085% and due to their short-term nature the carrying value are assumed to be the same as their fair value. On 29 November 2018, the Company completed its recompliance and was readmitted to trading. On 10 December 2018 the loan was repaid. Director loans – Acquired as part of Asset Acquisition On 10 September 2018, the shareholders of the Company approved the acquisition of Prometheus Mining Pty Ltd. On 22 November 2018 the acquisition was completed. Prometheus had entered into short-term loans from Directors to provide working capital during the acquisition for up to $20,000. A reconciliation of the loan is in the table. Notes 2019 $ Loan drawn down Facility fee Advance fee Interest payable Repayment 2 2 2 117,044 30,000 1,172 3,291 (151,507) - On 29 November 2018, the Company completed its recompliance and was readmitted to trading. During the year allowable expenditure in excess of the loan amounts had been presented to the company and the loan amounts were repaid. The loans were fixed in Australian dollars, at an interest rate of 12% per annum and due to their short-term nature the carrying value are assumed to be the same as their fair value. Loans acquired Loans repaid Note 4 The loan agreements state that in the event of acquisition the loan amount will be repaid in the order of allowable expenditure in respect of the Western Australian mining lease M20/118-I validly incurred and evidenced by the Company, with any interest forgiven. If there is no allowable expenditure, then the loan holder agrees upon acquisition to forgive the whole of the loan amount and any interest payable. 14 FAIR VALUES OF FINANCIAL INSTRUMENTS 2019 $ 19,800 (19,800) - This note provides an update on the judgements and estimates made by the Group in determining the fair values of the financial instruments since the last annual financial report. Fair value hierarchy To provide an indication about the reliability of the inputs used in determining fair value, the Group classifies its financial instruments into the three levels prescribed under the accounting standards. An explanation follows. At 30 June 2020 and 2019, no such assets or liabilities were recorded at fair value. There were no transfers between levels during the period. The Group's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. FENIX RESOURCES LIMITED - 34 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 14 FAIR VALUES OF FINANCIAL INSTRUMENTS (continued) The fair value of financial assets and liabilities held by the Group must be estimated for recognition, measurement and/or disclosure purposes. The Group measures fair values by level, per the following fair value measurement hierarchy: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period. Valuation techniques used to determine fair values The Group’s did not have any financial instruments that are recognised in the financial statements where their carrying value differed from the fair value. The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The carrying amounts of cash and short-term trade and other receivables, trade payables and other current liabilities approximate their fair values largely due to the short-term maturities of these payments. 15 ISSUED CAPITAL (a) Issued Capital 2020 Shares 2019 Shares 2020 $ 2019 $ Fully paid 285,765,644 272,515,633 27,755,148 27,755,148 Movements in ordinary share capital during the prior financial year are as follows: Details Note Date Number of shares Issue price $ $ Balance at 1 July 2018 226,991,001 19,375,906 Balance at 12 September 2018 12-Sep-18 226,991,001 Share consolidation 5:1 Issue of shares Issue of shares – Acquisition of Prometheus Mining Pty Ltd Issue of options Issue of shares Issue of shares - Conversion performance rights Issue of shares Less: Share issue costs Balance at 30 June 2019 45,398,133 22-Nov-18 112,500,000 4 22-Nov-18 55,000,000 - - 0.04 0.04 4,500,000 2,200,000 22-Nov-18 - - 5,900 11-Apr-19 31,930,000 0.055 1,756,150 22-May-19 4,937,500 - - 18-Jun-19 22,750,000 0.055 1,251,250 272,515,633 (1,334,058) 27,755,148 FENIX RESOURCES LIMITED - 35 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 15 ISSUED CAPITAL (continued) Movements in ordinary share capital during the financial year are as follows: Details Notes Date Number of shares Issue price $ $ 272,515,633 27,755,148 17(b) 07-Jul-19 1,500,000 17(c) 20-Jan-20 11 17(b) / 17 (d) 31-Jan-20 11,750,000 - - - - - - - 285,765,644 27,755,148 Balance at 1 July 2019 Issue of shares - Conversion performance rights Issue of shares - Conversion performance shares Issue of shares - Conversion performance rights Less: Share issue costs Balance at 30 June 2020 (b) Reserves The following table shows a breakdown of the reserves and the movements in these reserves during the year. A description of the nature and purpose of each reserve is provided. Notes 2020 $ 2019 $ Share based payments reserve Balance at 1 July Performance rights expense – Directors and employees 17(b) Performance rights expense – advisors Options expense – Director share options Options expense – Advisor share options Options expense – Underwriter options Balance at 30 June Share based payments reserve 17(a) 17(a) 17(a) 2,053,372 220,219 - 332,966 - - - 628,761 396,000 170,369 473,248 384,994 2,606,557 2,053,372 The share based payments reserve is used to recognise: (a) the grant date fair value of options issued but not exercised; (b) the grant date fair value of market based performance rights granted to directors, employees, consultants and vendors but not yet vested; and (c) the fair value non-market based performance rights granted to directors, employees, consultants and vendors but not yet vested. (c) Accumulated losses Balance at 1 July Net loss attributable to owners of the Company Balance at 30 June 2020 $ 2019 $ (21,633,492) (19,020,326) (1,274,638) (2,613,166) (22,908,130) (21,633,492) FENIX RESOURCES LIMITED - 36 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 16 DIVIDENDS No dividends have been declared or paid for the year ended 30 June 2020 (30 June 2019: nil). 17 SHARE-BASED PAYMENTS Share-based payment transactions are recognised at fair value in accordance with AASB 2 Share based payments. The total movement arising from share-based payment transactions recognised during the year were as follows: As part of share-based payment expense Options issued Performance rights issued As part of administrative expense Options issued As part of capitalised exploration assets Ordinary shares Recognised in equity as a capital raising cost Options issued Performance rights issued Notes 17(a) 17(b) 17(a) 4 17(a) 2020 $ 2019 $ 332,966 220,219 - - - - 170,369 628,761 473,248 2,200,000 384,994 396,000 553,185 4,253,372 During the year the Group had the following share-based payments: (a) Share options The Fenix Resources Limited share options are used to reward Directors, employees, consultants and advisors for their performance and to align their remuneration with the creation of shareholder wealth through the performance requirements attached to the options. Options are granted at the discretion of the Board of Directors and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Any options granted to directors are approved by shareholders prior to issue. The options are not listed and carry no dividend or voting right. Upon exercise, each option is convertible into one ordinary share to rank pari passu in all respects with the Company’s existing fully paid ordinary shares. Set out below are summaries of options granted: 2020 2019 Average exercise price per option Number of options Average exercise price per option Number of options Opening balance Granted during the period Exercised during the period Closing balance Vested and exercisable $0.080 $0.065 - $0.076 $0.076 59,000,000 20,000,000 - 79,000,000 79,000,000 - - $0.080 59,000,000 - $0.080 $0.080 - 59,000,000 59,000,000 FENIX RESOURCES LIMITED - 37 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 17 SHARE-BASED PAYMENTS (continued) Series Grant date Expiry date Exercise price (i) (ii) (iii) (iv) (v) 10-Sep-18 (1) 10-Sep-18 (1) 10-Sep-18 (1) 21-Feb-20 (2) 21-Feb-20 (2) 9-Sep-21 30-Nov-20 9-Sep-21 31-Dec-21 31-Dec-21 $0.08 $0.08 $0.08 $0.06 $0.07 2020 Number of options 2019 Number of options 25,000,000 25,000,000 9,000,000 10,000,000 10,000,000 79,000,000 25,000,000 25,000,000 9,000,000 - - 59,000,000 Weighted average remaining contractual life of options outstanding at the end of the year: 1.03 years 1.87 years 1 The securities were approved on the 18 February 2020 at the Company’s General Meeting. 2 The securities were approved on the 10 September 2018 at the Company’s General Meeting. The fair value of options issued is measured by reference to the value of the goods or services received. The fair value of services received in return for share options granted to Directors, employees and consultants is measured by reference to the fair value of options granted. The fair value of services received by advisors couldn’t be reliably measured and are therefore measured by reference to the fair value of the equity instruments granted. The estimate of the fair value of the services is measured based on a Black-Scholes option valuation methodology. The life of the options including early exercise options are built into the option model. The fair value of the options are expensed over the expected vesting period. The model inputs for options granted during the period include: Series (iv) (v) Exercise price $0.06 $0.07 Expiry (years) Share price at grant date (1) Expected volatility (2) Dividend yield 1.86 1.86 $0.048 $0.048 83% 83% 0% 0% Risk free interest rate (3) 0.66% 0.66% Option value $0.0177 $0.0156 1 The share price has been based upon the closing shares price on grant date being 21 February 2020. 2 The expected price volatility is based on historical volatility (based on the remaining life of the option), adjusted for any expected changes to future volatility due to publicly available information. 3 Risk free rate of securities with comparable terms to maturity. The total expense arising from options issued during the reporting period as part of share-based payments expense was as follows: Series (i) (ii) (iii) Underwriting options Advisory options Directors options (iv) (v) Directors options 2020 $ - - - 332,966 332,966 2019 $ 384,994 473,248 170,369 - 1,028,611 FENIX RESOURCES LIMITED - 38 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 17 SHARE-BASED PAYMENTS (continued) (b) Performance rights The Company’s Performance Rights Plan was approved and adopted by shareholders on 10 September 2018. Each performance right will vest as an entitlement to one fully paid ordinary share upon achievement of certain performance milestones. If the performance milestones are not met, the performance rights will lapse and the eligible participant will have no entitlement to any shares. Performance rights are not listed and carry no dividend or voting rights. Upon exercise each performance right is convertible into one fully paid ordinary share to rank pari passu in all respects with existing fully paid ordinary shares. Movement in the performance rights for the current year is shown below: Grant date Expiry date Exercise price Balance at start of the period Granted during the period Converted during the period Cancelled during the period Balance at period end Vested at period end 19-Feb-19 18-Feb-22 11-Apr-19 13-May-22 - - Total 5,812,500 6,000,000 11,812,500 - - - (2,750,000) (2,937,500) 125,000 (4,500,000) - 1,500,000 (7,250,000) (2,937,500) 1,625,000 - - - The weighted average remaining contractual life of performance rights outstanding at 30 June 2020 was 1.85 years (30 June 2019: 2.75 years). Management note that on 9 April 2020, 9 June 2020 and 23 July 2020 performance rights granted on 19 February 2019 were cancelled for nil consideration following cessation of eligible participants’ employment with the company. The cancellation of vested performance rights did not impact the amount recognised for services received over the vesting period. The cancellation of unvested performance rights was accounted for as a reversal of previously recognised expense. As at 30 June 2020, management believe that all other performance and service hurdles will be met and accordingly have recognised a share-based payment expense over the respective vesting periods. The total Director, employee and consultant share performance rights expensed expense arising from performance rights recognised during the reporting period as part of share-based payment expense were as follows: Performance rights granted during prior periods Reversal of performance rights expense Performance rights granted during the year 2020 $ 2019 $ 296,508 (76,289) - 220,219 - 628,761 628,761 (c) Performance shares On 22 November 2018 the Company issued 55,000,000 shares and 112,500,000 performance shares to the vendors of Prometheus in consideration for the acquisition of 100% of the mining lease M20/118-I. Performance shares were split between four milestones, being 15 million under Milestone A, 30 million under Milestone B, 37.5 million under Milestone C and 30 million under Milestone D. On achievement of the milestones each performance share will convert into one ordinary fully paid share, if the milestone are not achieved the performance shares consolidate and entitle each holder to one ordinary fully paid share per holder per milestone. There are a total of 11 holders of the performance shares. FENIX RESOURCES LIMITED - 39 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 17 SHARE-BASED PAYMENTS (continued) Milestones are as follows: Milestone A Milestone B Milestone C Milestone D On declaration of an Inferred Mineral Resource of not less than 8 million tonnes of iron ore at 65% Fe grade in accordance with the JORC Code of 2012 within 6 months from commencement of drilling on the Tenement. On achievement of 1,000,000 tonnes cumulative of shipped iron ore production from the Tenement at an Operating Margin of greater than US$15 per dry metric tonne shipped within the earlier of 24 months from commencement of mining on the Tenement and 60 months from the Settlement Date. On achievement of 2,000,000 tonnes cumulative of shipped iron ore production from the Tenement at an Operating Margin of greater than US$15 per dry metric tonne shipped within the earlier of 36 months from commencement of mining on the Tenement and 60 months from the Settlement Date. On achievement of 3,000,000 tonnes cumulative of shipped iron ore production from the Tenement at an Operating Margin of greater than US$15 per dry metric tonne shipped within the earlier of 48 months from commencement of mining on the Tenement and 60 months from the Settlement Date. The fair value of consideration was by reference to the fair value of the share and performance shares issues in connection with the acquisition. The fair value of the shares issued was determined by reference to the share price on grant date, based on the fair value price ($0.04 per share), refer to Note 15 for details. The fair value of the performance shares was determined using a share option pricing model, after assigning a probability of achievement this was determined to be $0. Management assigned an average 8.6% probability of achievement in relation to the performance hurdles. As management assessed that the performance hurdles are unlikely to be met, the value of these rights was recorded as $0. The fair value of the assets and liabilities acquired were measured at $2,200,000, see Note 4 for further details. These assets were recognised as exploration asset in the Statement of Financial Position. On 9 July 2019, the Company advised that 15,000,000 Class A Performance Shares had not met the requirement for conversion and, pursuant to the terms and conditions of the Performance Shares, all unconverted Class A Performance Shares held by the each holder were automatically consolidated into one Share each. As a result, during the year 11 ordinary fully paid shares were issued to holders of the performance shares (see Note 15). (d) Performance rights to advisors Movement in the performance rights for the current year is shown below: Grant date Expiry date Exercise price Balance at start of the period Granted during the period Converted during the period Lapsed during the period Balance at period end Vested at period end 19-Feb-19 18-Feb-22 - 9,000,000 - (6,000,000) (3,000,000) - - During the prior financial year: (cid:120) (cid:120) On 19 February 2019, 6,500,000 performance rights were issued to the MBC Enterprise (WA) Unit Trust in consideration for advisory fees. The fair value of the shares recognised was by direct reference to the fair value of service received. This was determined by the corresponding invoice received which amounted to $214,500 (excluding GST). This amount was recognised in the Statement of Financial Position under capital raising costs; On 19 February 2019, 5,500,000 performance rights were issued to the Advantage Management Trust in consideration for advisory fees. The fair value of the shares recognised was by direct reference to the fair value of service received. This was determined by the corresponding invoice received which amounted to $181,500 (excluding GST). This amount was recognised in the Statement of Financial Position under capital raising costs. FENIX RESOURCES LIMITED - 40 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 17 SHARE-BASED PAYMENTS (continued) During the prior year 3,000,000 performance rights were converted. Management note that on 9 June 2020, 3,000,000 performance rights granted on 19 February 2019 had lapsed following cessation of advisors’ services with the company. The cancellation of vested and unvested performance rights did not impact the amount recognised for services. Significant accounting estimates, assumptions and judgements Estimation of fair value of share-based payments The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the Black-Scholes or Monte-Carlo model taking into account the assumptions detailed within this note. Probability of vesting conditions being achieved Inputs to pricing models may require an estimation of reasonable expectations about achievement of future vesting conditions. Vesting conditions must be satisfied for the counterparty to become entitled to receive cash, other assets or equity instruments of the entity, under a share-based payment arrangement. Vesting conditions include service conditions, which require the other party to complete a specified period of service, and performance conditions, which require specified performance targets to be met (such as a specified increase in the entity's profit over a specified period of time) or completion of performance hurdles. The Group recognises an amount for the goods or services received during the vesting period based on the best available estimate of the number of equity instruments expected to vest and shall revise that estimate, if necessary, if subsequent information Indicates that the number of equity instruments expected to vest differs from previous estimates. On vesting date, the entity shall revise the estimate to equal the number of equity instruments that ultimately vested. The achievement of future vesting conditions are reassessed each reporting period. 18 FINANCIAL AND CAPITAL RISK MANAGEMENT Overview The financial risks that arise during the normal course of the Group’s operations comprise market risk, credit risk and liquidity risk. In managing financial risk, it is policy to seek a balance between the potential adverse effects of financial risks on financial performance and position, and the "upside" potential made possible by exposure to these risks and by taking into account the costs and expected benefits of the various risk management methods available to manage them. General objectives, policies and processes The Board is responsible for approving policies on risk oversight and management and ensuring management has developed and implemented effective risk management and internal control. The Board receives reports as required from the Managing Director in which they review the effectiveness of the processes implemented and the appropriateness of the objectives and policies it sets. The Board oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced. These disclosures are not, nor are they intended to be an exhaustive list of risks to which the Group is exposed. FENIX RESOURCES LIMITED - 41 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 18 FINANCIAL AND CAPITAL RISK MANAGEMENT (continued) Financial Instruments The Group has the following financial instruments: Financial assets Cash and cash equivalents Trade and other receivables Other current assets Financial liabilities Trade and other payables (a) Market Risk 2020 $ 2019 $ 1,292,625 4,213,915 34,240 50,000 156,210 50,000 1,376,865 4,420,125 131,997 131,997 631,106 631,106 Market risk can arise from the Group’s use of interest-bearing financial instruments and exposure to commodity prices. It is a risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk) and fluctuations in commodity prices (commodity price risk). (i) Interest rate risk The Board manages the Group's exposure to interest rate risk by regularly assessing exposure, taking into account funding requirements and selecting appropriate instruments to manage its exposure. As at the 30 June 2020, the Group has interest-bearing assets, being cash at bank (30 June 2019 cash at bank). As such, the Group's income and operating cash flows is not highly dependent on material changes in market interest rates. Sensitivity analysis The Group does not consider this to be a material risk/exposure to the Group and have therefore not undertaken any further analysis. The weighted average effective interest rate of funds on deposit is 0.43% (30 June 2019: 1.81%). (ii) Commodity price risk As the Group has not yet entered into mineral or energy production, the risk exposure to changes in commodity price is not considered significant. (b) Credit risk Credit risk arises from cash and cash equivalents and deposits with financial institutions, as well as trade receivables. Credit risk is managed on a Group basis. For cash balances held with bank or financial institutions, only independently rated parties with a minimum rating of ‘AA-’ are accepted. The Board are of the opinion that the credit risk arising as a result of the concentration of the Group's assets is more than offset by the potential benefits gained. FENIX RESOURCES LIMITED - 42 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 18 FINANCIAL AND CAPITAL RISK MANAGEMENT (continued) The maximum exposure to credit risk at the reporting date is the carrying amount of the assets as summarised, none of which are impaired or past due. Exposure to credit risk The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: 2020 $ 2019 $ Cash and cash equivalents 1,292,625 4,213,915 Trade and other receivables Other current assets 34,240 50,000 156,210 50,000 1,376,865 4,420,125 The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates. Cash at bank and short-term deposits Held with Australian banks and financial institutions AA- S&P rating A+ S&P rating Unrated Total Other receivables Counterparties with external credit ratings Counterparties without external credit ratings (1) Group 1 Group 2 Group 3 Total Other current assets – term deposit Held with Australian banks and financial institutions AA- S&P rating Total 2020 $ 2019 $ 1,292,625 4,213,886 - - - 29 1,292,625 4,213,915 33,463 132,481 - 777 - - 23,729 - 34,240 156,210 50,000 50,000 50,000 50,000 1 Group 1 — new customers (less than 6 months) Group 2 — existing customers (more than 6 months) with no defaults in the past Group 3 — existing customers (more than 6 months) with some defaults in the past. All defaults were fully recovered. FENIX RESOURCES LIMITED - 43 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 18 FINANCIAL AND CAPITAL RISK MANAGEMENT (continued) (c) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Through continuous monitoring of forecast and actual cash flows the Group manages liquidity risk by maintaining adequate reserves to meet future cash needs. The decision on how the Group will raise future capital will depend on market conditions existing at that time. Maturities of financial liabilities The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Less than 6 months $ 6 - 12 months $ 1 - 5 years $ Over 5 years $ Total contractual cash flows $ Carrying amount of liabilities $ At 30 June 2020 Trade and other payables 131,997 At 30 June 2019 Trade and other payables 631,106 - - - - - - 131,997 131,997 631,106 631,106 (d) Capital risk management The Group’s objective when managing capital is to safeguard the ability to continue as a going concern. This is to provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Board monitors capital on an ad-hoc basis. No formal targets are in place for return on capital, or gearing ratios, as the Group has not derived any income from operations. 19 LOSS PER SHARE Basic and diluted loss per share 2020 2019 Net loss after tax attributable to the members of the Company $ (1,274,638) $ (2,613,166) Weighted average number of ordinary shares (1) 278,826,429 154,630,907 Basic and diluted loss per share (cents) (0.46) (1.69) 1 On the 14 September 2018, the Company completed the share consolidation of a 5:1 ratio, see Note 15. FENIX RESOURCES LIMITED - 44 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 20 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group's accounting policies. This Note provides an overview of the areas that involved a higher degree of judgement or complexity and items which are more likely to be materially adjusted. Detailed information about each of these estimates and judgements is included in the Notes together with information about the basis of calculation for each affected line item in the financial statements. Significant accounting estimates and judgements The areas involving significant estimates or judgements are: (cid:131) (cid:131) (cid:131) (cid:131) (cid:131) (cid:131) (cid:131) (cid:131) (cid:131) (cid:131) Asset acquisition not constituting a business combination – Note 4; Fair value of assets acquisition – Note 4; Recognition of deferred tax asset for carried forward tax losses — Note 5; Impairment of assets – Note 8; Capitalisation of exploration expenditure – Note 8; Control assessment – Note 9; Carrying value of interest in Joint Venture – Note 9; Classification of joint arrangement – Note 10; Probability of vesting conditions being achieved– Note 17; and Estimation of fair value of share-based payments – Note 17. Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. There have been no actual adjustments this year as a result of an error and of changes to previous estimates. 21 CONTINGENCIES (a) Contingent liabilities There were no material contingent liabilities not provided for in the financial statements of the Company as at 30 June 2020 or 30 June 2019 other than: Native Title and Aboriginal Heritage Native title claims have been made with respect to areas which include tenements in which the Company has an interest. The Company is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the Company or its projects. Agreement is being or has been reached with various native title claimants in relation to Aboriginal Heritage issues regarding certain areas in which the Company has an interest. (b) Contingent assets There were no material contingent assets as at 30 June 2020 or 30 June 2019. FENIX RESOURCES LIMITED - 45 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 22 COMMITMENTS Significant capital expenditure contracted for at the end of the reporting period but not recognised as a liability is as follows: Within one year Later than one year but no later than five years Later than five years 1 Commitment for the Iron Ridge project. 23 RELATED PARTY TRANSACTIONS 2020 (1) $ 2019 (1) $ 35,041 124,599 175,382 335,022 13,178 52,712 90,068 155,958 Transactions with related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Key management personnel compensation Short-term employee benefits Post-employment benefits Share-based payments 2020 $ 446,635 41,340 516,134 1,004,108 2019 $ 514,998 31,621 452,556 999,175 Detailed remuneration disclosures are provided within the remuneration report. Parent entity The ultimate parent entity and ultimate controlling party is Fenix Resources Limited (incorporated in Australia). Subsidiaries Interests in subsidiaries are set out in Note 24. Transactions with related parties Share-based payments During the year the following equity instruments were granted: - Mr Brierley was granted 10,000,000 options; and - Mr Dixon was granted 10,000,000 options. Details of the valuation pertaining to the above-mentioned equity instruments are set out in Note 17. Share capital issued On 9 July 2019, the Company advised that 15,000,000 Class A Performance Shares had not met the requirement for conversion and, pursuant to the terms and conditions of the Performance Shares, all unconverted Class A Performance Shares held by the each holder were automatically consolidated into one ordinary fully paid share. Mr Plowright was the holder of 3,017,752 Class A Performance Shares which consolidated into 1 ordinary fully paid share. FENIX RESOURCES LIMITED - 46 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 23 RELATED PARTY TRANSACTIONS (continued) On 7 July 2019 and 31 January 2020, the Company advised that Mr Brierley, received ordinary fully paid shares, 1,500,000 and 3,000,000 respectively, as a result of the conversion of vested performance rights. Convertible debt facility During the prior period, Mr Brierley has provided $15,000 of the convertible debt facility that was acquired by the Company, as part of the asset acquisition. The debt facility was provided on an arm’s length basis on the same terms as the facilities identified in Note 13. Face value of the notes acquired Fair value adjustment – issue of share capital (1) Interest payable Settlement of convertible loans 2019 $ 15,000 15,000 - (30,000) - 1 Fair value adjustment represents the discount to the rights issue price. Terms and conditions On 10 September 2018, the Group acquired, as part of the asset acquisition, short-term convertible loan facilities for $600,000. The convertible loans were a fixed in Australian-dollar and are carried at fair value through profit or loss. Prometheus Mining Pty Ltd issued 600,000 convertible notes, at an interest rate of 12% with a fair value of $1 per convertible note. The interest on the notes was only payable if Prometheus wasn’t acquired by the Company. The notes convert into ordinary shares of the Company, at the option of the Company on completion of the acquisition and capital raising. The notes convert at the conversion price, being $0.02, a 50% discount to the share issue price of $0.04. Costs associated with the convertible notes were recognised as transaction costs to the loan account and amortised over the life of the convertible notes. On 22 November 2018, the Company issued 30,000,000 shares at $0.02 to the holders of convertible loans in satisfaction of the outstanding convertible loan amounts which have now been extinguished. There were no outstanding convertible debt facilities to or from related parties at as 30 June 2020 (30 June 2019: nil). Loans Mr Plowright has provided $7,000 of the loan facility that was acquired by the Company, as part of the asset acquisition. The debt facility was provided on an arm’s length basis on the same terms as the facilities identified in Note 13. Loans acquired Repayment of loans 2019 $ 7,000 (7,000) - Terms and conditions On 10 September 2018, the shareholders of the Company approved the acquisition of Prometheus Mining Pty Ltd. On 22 November 2018 the acquisition was completed. Prometheus had entered into short-term loans from Directors to provide working capital during the acquisition for up to $20,000. The loans were fixed in Australian dollars, at an interest rate of 12% per annum and due to their short-term nature the carrying value are assumed to be the same as their fair value. The loan agreements state that in the event of acquisition the loan amount will be repaid in the order of allowable expenditure in respect of the Western Australian mining lease M20/118-I validly incurred and evidenced by the Company, with any interest forgiven. If there is no allowable expenditure, then the loan holder agrees upon acquisition to forgive the whole of the loan amount and any interest payable. FENIX RESOURCES LIMITED - 47 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 23 RELATED PARTY TRANSACTIONS (continued) On 29 November 2018, the Company completed its re-compliance and was readmitted to trading. As at 30 June 2019, allowable expenditure had been presented to the company and the loan had been repaid in full. There were no outstanding loans to or from related parties at as 30 June 2019 (30 June 2018: nil). There were no other related party transaction during the period. Transactions with other related parties Purchases from entities associated with key management personnel Former Director, Mr Bevan Tarratt, is a Director of Ansila Energy NL (formerly Pura Vida Energy NL) which has provided shared office costs per an arrangement with the Company on normal commercial terms and conditions. The expenses recognised during the year was $2,611 (ex GST) (30 June 2019: $4,368 (ex GST). 24 INTEREST IN OTHER ENTITIES (a) Investments in controlled entities The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 30(a): Name of entity Country of incorporation 2020 Equity holding 2019 Equity holding Prometheus Mining Pty Ltd (1) Australia 100% 100% 1 Subsidiary acquired on 22 November 2018. 25 EVENTS SUBSEQUENT TO REPORTING DATE On 1 July 2020, Ms Shannon Coates was appointed as Company Secretary, following the resignation of Mr Matthew Foy on 30 June 2020. On 13 August 2020, the Company announced that the Department of Mines, Industry Regulation and Safety (DMIRS) had approved the Stage 1 Mining Proposal and Mine Closure Plan for the Iron Ridge Project. On 18 August 2020, the Company announced it had executed a Mining Cooperation and Benefits Agreement with the Wajarri Yamatji Native Title Claimant # 1 Group (WY Group) by Deed Poll. 2.5 million fully paid ordinary shares were issued to a nominee of WY Group. On 20 August 2020, the Company announced a capital raising $15 million through the issue of approximately 103.5 million new fully paid ordinary shares at 14.5 cents. On 28 August 2020, the Company issued approximately 68.9 million fully paid ordinary shares pursuant to Tranche 1 of the Placement. On 25 August 2020, the Company issued 2,500,000 fully paid ordinary shares in part consideration for Mining Co- operation and Benefits Agreement with Native Title group. On 31 August 2020, the Company announced that Atlas Iron Pty Ltd had been appointed to act as the marketing agent for 50% of iron ore production and sales from Iron Ridge Project. Other than as set out above there has not arisen in the interval between the end of the period and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company to affect substantially the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial years. FENIX RESOURCES LIMITED - 48 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 26 RECONCILATION OF LOSS AFTER INCOME TAX TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Loss for the period (1,274,638) (2,613,166) Notes 2020 $ 2019 $ Add/(less) non-cash items: Depreciation and amortisation Property, plant and equipment written off Exploration costs impaired/written off Performance rights expense – Directors and Employees Options expense – Director share options Options expense – Advisor share options Forgiveness of loan Add/ (less) items classified as invested/financing activities: Finance costs Changes in assets and liabilities during the financial year: Increase/(decrease) in receivables (Decrease)/increase in payables Increase/(decrease) in employee provision 2 17 17 17 13 1,391 - - 220,219 332,966 - - - 1,765 9,621 20,889 628,761 170,369 473,248 308 34,463 99,398 (46,520) 7,180 (115,759) 31,105 4,121 Net cash outflow used in operating activities (660,004) (1,354,275) 27 REMUNERATION OF AUDITORS During the year, the following fees were paid or payable for services provided by the auditor of the parent entity, its related parties and non-related audit firms: Audit and assurance services Grant Thornton Audit Pty Ltd Audit and review of financial statements Total remuneration 2020 $ 2019 $ 37,899 37,899 32,213 32,213 From time to time the Consolidated Entity may decide to employ an external auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the Consolidated Entity are important. These assignments are principally tax advice and due diligence on acquisitions, which are awarded on a competitive basis. It is the Group’s policy to seek competitive tenders for all major consulting projects. FENIX RESOURCES LIMITED - 49 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 28 PARENT ENTITY INFORMATION The following information relates to the parent entity, Fenix Resources Limited as at 30 June 2020. The information presented here has been prepared using consistent accounting policies as presented in Note 30. (a) Summary of financial information The individual aggregate financial information for the parent entity is shown in the table. (b) Guarantees entered into by the parent entity The parent entity did not have any guarantees as at 30 June 2020 or 30 June 2019. Company 2020 $ 2019 $ Financial position Current assets 1,386,693 4,422,103 Total assets 7,596,879 8,210,259 Current liabilities 143,303 635,232 Total liabilities 143,303 635,232 Equity (c) Contingent liabilities of the parent entity The parent entity did not have any contingent liabilities as at 30 June 2020 or 30 June 2019. Contributed equity 27,755,148 27,755,148 Share-based payment reserves 2,606,558 2,053,372 (d) Contractual commitments for the acquisition of Accumulated losses (22,908,130) (21,633,492) property, plant and equipment The parent entity did not have any contractual commitments for the acquisition of property, plant and equipment as at 30 June 2020 or 30 June 2019. Total equity 7,453,576 7,575,028 Financial performance Loss for the year (1,274,638) (2,613,166) Total comprehensive loss (1,274,638) (2,613,166) 29. CHANGES IN ACCOUNTING POLICIES This note explains the changes in the Group’s accounting policies as a result of the adoption of AASB 16 Leases, the prior year financial statements did not have to be restated as a result. (a) AASB 16 Leases (“AASB 16”) AASB 16 eliminates the operating and finance lease classifications for lessees currently accounted for under AASB 117 Leases. It instead requires an entity to bring most leases onto its Statement of Financial Position in a similar way to how existing finance leases are treated under AASB 117. An entity be required to recognise a lease liability and a right of use asset in its Statement of Financial Position for most leases. There are some optional exemptions for leases with a period of 12 months or less and for low value leases. Lessor accounting remains largely unchanged from AASB 117. The entity has undertaken a detailed assessment of the impact of AASB 16 and the standard has not had a material impact on the transactions and balances recognised in the financial statements. FENIX RESOURCES LIMITED - 50 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 30 STATEMENT OF SIGNIFICANT ACCOUNTING POLICES • Fenix Resources Limited (Company or Fenix) is a company incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. Fenix Resources Limited is the ultimate parent entity of the Group. The consolidated financial statements of Fenix Resources Limited for the year ended 30 June 2020 comprise the Company and its controlled subsidiaries (together referred to as the Group and individually as Group entities). Statement of compliance These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Group Interpretations and the Corporations Act 2001. Fenix Resources Limited is a for- profit entity for the purpose of preparing the financial statements. The consolidated financial statements of the Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Historical cost convention These financial statements have been prepared on an accruals basis and are based on historical costs and do not take into account changing money values or, except where stated, current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets. Critical accounting estimates and significant judgements critical accounting estimates. The preparation of financial statements requires the use of requires certain Management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within Note 20. It also New and amended standards adopted by the Group The Group has adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to their operations and effective for the current annual reporting period. New and revised Standards and amendments thereof and Interpretations effective for the first time for the annual reporting period commencing 1 July 2019 that are relevant to the Group include: • • AASB 16 Leases AASB 2017-6 Amendments to Australian Accounting Standards — Prepayment Features with Negative Compensation AASB 2017-7 Amendments to Australian Accounting Standards — Long-term Interests in Associates and Joint Ventures • • AASB 2018-1 Amendments to Australian Accounting Standards — Annual Improvements 2015- 2017 cycle AASB 2018-2 Amendments to Australian Accounting Standards — Plan Amendment, Curtailment or Settlement • Interpretation 23 Uncertainty over Income Tax Treatments. The group had to change its accounting policies, however no retrospective adjustments following the adoption of AASB 16 were made. This is disclosed in Note 21. Most of the other amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. The adoption of all the new and revised Standards and Interpretations has not resulted in any changes to the Group’s accounting policies and has no effect on the amounts reported for the current or prior years. However, the above standards have affected the disclosures in the notes to the financial statements. New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2020 reporting periods and have not been early adopted by the group. The group's assessment of the impact of these new standards and interpretations is set out below. These standards are not expected to have a material impact on the entity in the current or future transactions. future reporting periods and on foreseeable There are no other standards that are not yet effective and that are expected to have a material impact on the Group in the current or future reporting period and in the foreseeable future. Accounting Policies In order to assist in the understanding of the financial statements, the following summary explains the principle accounting policies that have been adopted in the preparation of the financial report. These policies have been applied consistently to all of the periods presented, unless otherwise stated. (a) Principles of Consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of subsidiaries of the Company at the end of the reporting period. Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. the FENIX RESOURCES LIMITED - 51 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Where a subsidiary has entered or left the Group during the year, the financial performance of those entities is included only for the period of the year that they were controlled. A list of subsidiaries is contained in Note 24 to the financial statements. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated in full on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of financial position. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Equity method Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in in other other comprehensive comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment. income of the investee When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group. The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described in Note 30(h). Changes in ownership interests The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of Fenix Resources Limited. When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean in other amounts previously comprehensive income are reclassified to profit or loss. recognised that If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate. (b) Segment Reporting Operating segments are reported in a manner that is consistent with the internal reporting to the chief operating decision maker, which has been identified by the company as the Board. (c) Foreign Currency Translation Functional and presentation currency Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the Group operates (‘the functional currency). The consolidated financial statements are presented in Australian dollars, which is Fenix Resources Limited’s functional and presentation currency. Transactions and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency monetary assets and liabilities at the reporting date are translated at the exchange rate existing at reporting date. Exchange differences are recognised in profit or loss in the period in which they arise. No dividends were paid or proposed during the year. Group companies The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (cid:120) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that balance sheet; FENIX RESOURCES LIMITED - 52 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 (cid:120) rates (unless income and expenses for each statement of profit or loss and other comprehensive income are translated at average exchange reasonable this approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and is not a (cid:120) all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange difference is reclassified to profit or loss, as part of the gain or loss on sale where applicable. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. (d) Revenue Recognition Revenue is measured as the fair value of the consideration received or receivable. The Group recognises revenue when the amount of revenue can be reliably measured it is probable that future economic benefits will flow to the entity. Revenue for other business activities is recognised on the following basis: Interest income Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. (e) Income Tax and Other Taxes The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the in the countries where the company’s reporting period subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is It establishes provision where subject to appropriate on the basis of amounts expected to be paid to the tax authorities. interpretation. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Fenix Resources Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation. 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. it relates to Current and deferred tax is recognised in profit or loss, except to in other the extent that comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. items recognised (f) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except: (cid:120) where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and (cid:120) receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. FENIX RESOURCES LIMITED - 53 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flow arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. obligations to restore operating locations in the period in which the obligation arises. The estimated costs are capitalised as part of the cost of the related project where recognition occurs in the operating locations. The costs are then recognised as an expense on a units of production basis during the production phase of the project. (g) Exploration and Evaluation Expenditure (h) Impairment of Assets The Group’s policy with respect to exploration and evaluation expenditure is to use the area of interest method. This method allows the costs associated with the acquisition, exploration, and evaluation of a prospect to be aggregated on the consolidated statement of financial position and matched against the benefits derived from commercial production once this commences. Costs Exploration lease acquisition costs relating to exploration provinces are initially capitalised and then amortised over the shorter term of the lease or the expected life of the project. All other exploration and evaluation costs, including general permit activity, geological and geophysical costs and new venture activity costs are charged as expenses as incurred except where: (cid:120) (cid:120) such evaluation costs are expected to be recouped through successful development and exploitation of the area of interest or alternatively, by its sale; or exploration and/or evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in relation to the area are continuing. Areas of interest are recognised at permit level. Subsequent to the recognition of an area of interest, all further costs relating to the Area of Interest are initially capitalised. Each area of interest is reviewed at least bi-annually to determine whether economic quantities of reserves exist or whether further exploration and evaluation work is required to support the continued carry forward of capitalised costs. To the extent it is considered that the relevant expenditure will not be recovered, it is written off. In the statement of cash flows, those cash flows associated with the capitalised exploration and evaluation expenditure are classified as cash flows used in investing activities exploration and evaluation expenditure expensed is classified as cash flows used in operating activities. Future restoration costs The Group’s aim is to avoid or minimise environmental impacts resulting from its operations and reviews work scope and cost estimates for restoration annually. The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s values in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. losses relating to continuing operations are Impairment recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at re- valued amount (in which case the impairment loss is treated as a revaluation decrease). last impairment As assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had the impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at the re- valued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. (i) Cash and Cash Equivalents Provision is made in the consolidated statement of financial position for the estimated costs of legal and constructive For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand, cash in bank accounts, money FENIX RESOURCES LIMITED - 54 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 market investments readily convertible to cash within two working days, and bank bills but net of outstanding bank overdrafts. (j) Trade and Other Receivables Receivables are initially recognised at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Current receivables for GST are due for settlement within 30 days and other current receivables within 12 months. (k) Investments and Other Financial Assets Investments and other financial assets Classification The Group classifies measurement categories: its financial assets in the following (l) Plant and Equipment Plant and equipment is stated at historical cost less accumulated depreciation and any impairment in value. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. Depreciation is calculated using both the diminishing value and straight-line methods to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives: - - those to be measured subsequently at fair value (either through OCI, or through profit or loss), and those to be measured at amortised cost. - - Office equipment 2 - 20 years Field Equipment 3 - 20 years The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The group reclassifies debt investments when and only when its business model for managing those assets changes. Measurement At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest. Impairment The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. (m) Acquisition of Assets Where an entity or operation is acquired, the identifiable assets acquired (and, where applicable, identifiable liabilities assumed) are to be measured at the acquisition date at their relative fair values of the purchase consideration. Where the acquisition is a group of assets or net assets, the cost of acquisition will be apportioned to the individual assets acquired (and, where applicable, liabilities assumed). Where a group of assets acquired does not form an entity or operation, the cost of acquisition is apportioned to each asset in proportion to the fair values of the assets as at the acquisition date. (n) Share-Based Payment Transactions Benefits to Employees and consultants (including Directors) The Group provides benefits to employees and consultants (including Directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares or options (“equity- settled transactions”). The costs of these equity settled transactions are measured by reference to the fair value of the equity instruments at the date on which they are granted. The fair value of performance rights granted is determined using the single barrier share option pricing model. The fair value of options granted is determined by using the Black-Scholes option pricing technique. Further details FENIX RESOURCES LIMITED - 55 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 of options and performance rights granted are disclosed in Note 17. The cost of these 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 (the vesting period). At each subsequent reporting date until vesting, the cumulative charge to the profit or loss is the product of: (i) the fair value at grant date of the award; (ii) the current best estimate of the number of equity instruments that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met; and (iii) the expired portion of the vesting period. The charge to the profit or loss for the period is the cumulative amount as calculated above less the amounts already charged in previous periods. There is a corresponding credit to equity. Until an equity instrument has vested, any amounts recorded are contingent and will be adjusted if more or fewer equity instruments vest than were originally anticipated to do so. Any equity instrument subject to a market condition is valued as if it will vest irrespective of whether or not that market condition is fulfilled, provided that all other conditions are satisfied. If the terms of an equity-settled award are modified, as a minimum, an expense is recognised as if the terms had not been for any modified. An additional expense modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the recipient of the award, as measured at the date of modification. is recognised If an equity-settled transaction is cancelled (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied), 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 equity instrument is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new equity instrument are treated as if they were a modification of the original award, as described in the preceding paragraph. Benefits to Vendors The Group provides benefits to vendors of the Group in the form of share-based payment transactions, whereby the vendor has render services in exchange for shares or rights over shares or options (“equity-settled transactions”). The fair value is measured by reference to the value of the goods or services received. If these cannot be reliably measured, then by reference to the fair value of the equity instruments granted. The cost of these equity-settled transactions is recognised over the period in which the service was received. (o) Fair Value Estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The carrying value less impairment provision of trade receivables and payables are assumed to approximately their fair value due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. (p) Employee Entitlements The Group’s liability for employee entitlements arising from services rendered by employees to reporting date is recognised in other payables. Employee entitlements expected to be settled within one year together with entitlements arising from wages and salaries, and annual leave which will be settled within one year, have been measured at their nominal amount and include related on-costs. (q) Loss Per Share Basic loss per share Basic earnings per share is determined by dividing the operating loss attributable to the equity holder of the Group after income tax by the weighted average number of ordinary shares outstanding during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in determination of basic earnings per share by taking into account amounts unpaid on ordinary shares and any reduction in earnings per share that will arise from the exercise of options outstanding during the year. (r) Trade and Other Payables Trade payables and other payables are carried at amortised cost and represent liabilities for 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 usually paid within 30 days of recognition. (s) Leases Right-of-use assets A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred FENIX RESOURCES LIMITED - 56 - For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2020 (w) Parent Entity Financial Information The financial information for the parent entity, Fenix Resources Limited, disclosed in Note 28 has been prepared on the same basis as the consolidated financial statements except as set out below: Investments in subsidiaries Investments in subsidiaries are accounted for at cost and subject to an annual impairment review. for dismantling and removing the underlying asset, and restoring the site or asset. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to for any remeasurement of lease liabilities. impairment or adjusted The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred. Lease liabilities A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down. (t) Contributed Equity Issued and paid up capital is recognised at the fair value of the consideration received by the Group. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. (u) Dividends No dividends were paid or proposed during the year. (v) Comparatives Comparative figures have been restated to conform with the current year’s presentation. This has had no impact on the financial statements. FENIX RESOURCES LIMITED - 57 - For personal use only DIRECTORS’ DECLARATION The Directors of the Group declare that: 1. 2. 3. 4. The financial statements, comprising the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity and accompanying notes, are in accordance with the Corporations Act 2001 and: (a) (b) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and give a true and fair view of the financial position as at 30 June 2020 and of the performance for the year ended on that date of the consolidated entity. In the Directors’ opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. The Group has included in the notes to the financial statements and explicit an unreserved statement of compliance with International Financial Reporting Standards. The Directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by: Garret Dixon Non-Executive Chairman Perth 4 September 2020 FENIX RESOURCES LIMITED - 58 - For personal use only Level 43, Central Park 152-158 St Georges Terrace Perth WA 6000 Correspondence to: PO Box 7757 Cloisters Square Perth WA 6850 T +61 8 9480 2000 E info.wa@au.gt.com W www.grantthornton.com.au Independent Auditor’s Report To the Members of Fenix Resources Limited Report on the audit of the financial report Opinion We have audited the financial report of Fenix Resources Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its performance for the year ended on that date; and b complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters 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. Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. - 59 - For personal use only Key audit matter Exploration and evaluation assets - Note 8 How our audit addressed the key audit matter At 30 June 2020 the carrying value of exploration and Our procedures included, amongst others: evaluation assets was $6,203,553. In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources, the Group is required to assess at each reporting date if there are any triggers for impairment which may suggest the carrying value is in excess of the recoverable value. The process undertaken by management to assess whether there are any impairment triggers in each area of interest involves an element of management judgement. This area is a key audit matter due to the significant judgement involved in determining the existence of impairment triggers. (cid:120) obtaining the management reconciliation of capitalised exploration and evaluation expenditure and agreeing to the general ledger; (cid:120) assessing management’s area of interest considerations against AASB 6; (cid:120) conducting a detailed analysis of management’s assessment of trigger events prepared in accordance with AASB 6 including; o o tracing projects to statutory registers, exploration licenses and third party confirmations to determine whether a right of tenure existed; enquiry of management regarding their intentions and strategy to carry out exploration and evaluation activity in the relevant exploration area, including assessment of management’s budgeted expenditure; o understanding whether any data exists to suggest that the carrying value of these exploration and evaluation assets are unlikely to be recovered through development or sale; (cid:120) evaluating the competence, capabilities and objectivity of management’s experts in the evaluation of potential impairment triggers; and (cid:120) assessing the appropriateness of the related financial statement disclosures. Information other than the financial report and auditor’s report thereon The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2020, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and 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. - 60 - For personal use only 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s 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 at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf. This description forms part of our auditor’s report. Report on the remuneration report Opinion on the remuneration report We have audited the Remuneration Report included in pages 12 to 20 of the Directors’ report for the year ended 30 June 2020. In our opinion, the Remuneration Report of Fenix Resources Limited, for the year ended 30 June 2020 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. GRANT THORNTON AUDIT PTY LTD Chartered Accountants M D Dewhurst Partner – Audit & Assurance Perth, 4 September 2020 - 61 - For personal use only ADDITIONAL INFORMATION Additional information required by the Australian Securities Exchange and shown elsewhere in this report is set out below. The information is current as at 11 August 2020. (a) Distribution of Shareholders Category (size of holding) Holders 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over Total (b) Unmarketable Parcels 143 260 177 580 285 1,445 Total Units 64,782 711,305 1,425,716 23,835,259 259,728,582 285,765,644 % Issued Share Capital 0.02% 0.25% 0.50% 8.34% 90.89% 100.00% The number of shareholders holding less than a marketable parcel (being 4,166 Shares as at 11 August 2020) is 366. (c) Voting Rights The voting rights attached to each class of equity security are as follows: Ordinary Shares Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. Options, Performance Shares & Performance Rights There are no voting rights attached to any class of options, performance shares or performance rights that are on issue. (d) 20 Largest Shareholders — Ordinary Shares as at 11 August 2020 Rank Name Ordinary Shares Held % of Issued Capital 1 2 3 4 5 6 7 8 8 9 10 10 11 12 13 14 15 16 16 17 18 19 20 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA EXXTEN PTY LTD KLOSTERS HOLDINGS PTY LTDCITICORP NOMINEES PTY LIMITED MR GLEN GORDON MR CONNOR MICHAEL MALONEY AGNI INTERNATIONAL PTE LTD GARRY & DONELLA PLOWRIGHT EMERALD NOMINEES PTY LTD ANT NICHOLSON PTY LTD MR KENNETH JOSEPH HALL BNP PARIBAS NOMINEES PTY LTD TITAN RECRUITMENT PTY LTD P J ENTERPRISES PTY LIMITED VULCAN DEVELOPMENT LTD MS FIONA NICOLE VAN DEN BERG NATIONAL HYDROCARBONS PTY LTD MR WILLI RUDIN PRE-OWNED ROAD TANKERS PTY LTD ZERRIN INVESTMENTS PTY LTD MR MICHEAL DAVID STRETTON TUBECHANGERS PTY LTD AP MITCHELL SUPERANNUATION FUND PTY LTD 13,977,871 10,251,912 9,900,000 8,966,736 6,999,910 6,500,000 5,155,326 5,029,587 5,029,587 5,002,828 5,000,000 5,000,000 4,800,000 4,500,000 4,400,889 4,000,000 3,600,000 3,500,000 3,500,000 3,317,145 3,150,000 3,107,135 3,100,000 Total of Top 20 127,788,926 Balance of register 157,976,718 Total 285,765,644 FENIX RESOURCES LIMITED 4.89% 3.59% 3.46% 3.14% 2.45% 2.27% 1.80% 1.76% 1.76% 1.75% 1.75% 1.75% 1.68% 1.57% 1.54% 1.40% 1.26% 1.22% 1.22% 1.16% 1.10% 1.09% 1.08% 44.72% 55.28% 100.00% - 62 - For personal use only ADDITIONAL INFORMATION (e) Substantial Shareholders As at 11 August 2020, there were no shareholders holding 5% or more of the issued capital of the Company disclosed in substantial shareholder notices disclosed in accordance with the Corporations Act 2001 Cth). The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are: Name Number of shares % of shares GAB Superannuation Fund Pty Ltd 1 13,750,000 5.00% 1. See ASX Announcement 13 December 2019 (f) Unquoted Securities – as at 11 August 2020 Set out below are the classes of unquoted securities currently on issue: Number Class 30,000,000 Class B Performance Shares 37,500,000 Class C Performance Shares 30,000,000 Class D Performance Shares 1,500,000 Employee Performance Rights expiring 15 May 2022 59,000,000 Unlisted Options exercisable at $0.08 expiring 21 November 2022 10,000,000 Unlisted Options exercisable at $0.06 expiring 21 November 2022 10,000,000 Unlisted Options exercisable at $0.07 expiring 21 November 2022 (g) Securities Subject to Escrow Set out below are the classes of securities currently subject to escrow: Number Class 8,654,589 9,135,502 11,319,379 9,135,504 Ordinary shares held in escrow for two years from the date of reinstatement of the Company (30/11/2020) Class B Performance Shares held in escrow for two years from the date of reinstatement of the Company (30/11/2020) Class C Performance Shares held in escrow two years from the date of reinstatement of the Company (30/11/2020) Class D Performance Shares held in escrow for two years from the date of reinstatement of the Company (30/11/2020) 59,000,000 Unlisted Options exercisable at $0.08 expiring 21 November 2022 held in escrow until 30/11/20 (h) Unquoted Equity Security Holders with Greater than 20% of an Individual Class As at 11 August 2020 the following classes of unquoted securities had holders with greater than 20% of that class on issue: Class B Performance Shares AGNI INTERNATIONAL PTE LTD RACHEAL OSMAN GARRY & DONELLA PLOWRIGHT Class C Performance Shares AGNI INTERNATIONAL PTE LTD RACHEAL OSMAN GARRY & DONELLA PLOWRIGHT % Interest 20.62% 20.12% 20.12% 20.62% 20.12% 20.12% FENIX RESOURCES LIMITED - 63 - For personal use only ADDITIONAL INFORMATION Class D Performance Shares AGNI INTERNATIONAL PTE LTD RACHEAL OSMAN GARRY & DONELLA PLOWRIGHT Employee Performance Rights Expiry 15 May 2022 ROBERT BRIERLEY Unlisted Options exercisable at $0.08 expiring 21 November 2022 % Interest 20.62% 20.12% 20.12% 100.00% REDCLIFFE PENINSULAR INVESTMENTS PTY LTD 21.19% Unlisted Options exercisable at $0.06 expiring 21 November 2022 ROBERT BRIERLEY NETWEALTH INVESTMENTS LIMITED Unlisted Options exercisable at $0.07 expiring 21 November 2022 ROBERT BRIERLEY NETWEALTH INVESTMENTS LIMITED 50.00% 50.00% 50.00% 50.00% (i) On-market Buy-Back Currently there is no on-market buy-back of the Company’s securities. (j) Corporate Governance Pursuant to the ASX Listing Rules, the Company’s Corporate Governance Statement will be released in conjunction with this report. The Company’s Corporate Governance Statement is available on the Company’s website at: http://fenixresources.com.au/about/corporate-governance/ (k) Use of Funds The Company was re-admitted to the official list of ASX on 30 November 2018 following completion of an IPO raising $4.5 million. The Company has used the cash and assets readily convertible to cash that it had at the time of re-admission in a way consistent with its business objectives. FENIX RESOURCES LIMITED - 64 - For personal use only