Golden State Mining Limited
ABN 52 621 105 995
Annual Report
30 June 2019
1
Corporate Information
Directors
Mr. Michael Moore (Managing Director – appointed 15 August 2017)
Mr. Damien Kelly (Non-Executive Chairman – appointed 15 August 2017)
Mr. Greg Hancock (Non-Executive Director – appointed 6 April 2018)
Mr. Brenton Siggs (Non-Executive Director - appointed 10 August 2018)
Ms. Janet Wicks (Non-Executive Director - appointed 29 October 2018)
Company Secretary
Mr. Marc Boudames
Registered Office and Principal Place of Business
Suite 14, 19-21, Outram Street
West Perth WA 6005
Australia
Telephone:
Email:
Website:
(+61 8) 6323 2384
info@gsmining.com.au
www.goldenstatemining.com.au
Share Register
Security Transfer Australia
770 Canning Highway
Applecross WA 6153
Australia
Telephone: 1300 992 916
International: +61 3 9628 2200
+61 8 9315 2233
Facsimile:
Stock Exchange Listing
Golden State Mining Limited is listed on the Australian Securities Exchange (ASX code: GSM)
Auditors
Stantons International Audit and Consulting Pty Ltd
Level 2, 1 Walker Avenue
West Perth WA 6005
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30 June 2019
Contents
Page
Directors' Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors' Declaration
Independent Auditor’s Report
ASX Additional Information
Tenement list
4
21
22
23
24
25
26
49
50
54
56
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Golden State Mining Limited
30 JUNE 2019
DIRECTORS’ REPORT
Your directors are pleased to present their report on the consolidated entity (referred to hereafter as the Group)
consisting of Golden State Mining Limited and the entities it controlled at the end of, or during, the year ended
30 June 2019.
DIRECTORS
The names and details of the Company's directors in office during the year and until the date of this report
follow. Each Director was in office for this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
Michael Moore (B Eng (Hons) Mining Eng. ACSM MAusIMM MAICD) - Managing Director
Mr Moore is a mining engineer from the Camborne School of Mines with over 20 years operational and
executive management experience across a diverse range of commodities in Australia, Indonesia, West
Africa and Europe.
He has previously held senior and executive management roles with a number of companies including Rock
Australia Mining & Civil Pty Ltd, Carnegie Minerals PLC and, more recently, with ASX listed Montezuma
Mining Company Ltd where he was CEO.
Mr Moore is a member of the Australian Institute of Company Directors and the Australian Institute of Mining
and Metallurgy. Mike is currently serving as a Non-Executive Director of Variscan Mines Ltd (ASX:VAR).
Damien Kelly (B.com MBA CPA GDip App Fin & Inv) - Non-Executive Chairman
Mr Kelly is the founder and principal of Western Tiger Corporate Advisers. He has broad corporate and
commercial experience spanning over 19 years. He provides professional services to ASX and AIM listed
companies predominately in the mining and energy sector (including the initial listing of Sandfire Resources
NL). He has an MBA, Bachelor of Commerce, a Graduate Diploma in Applied Finance and Investment and is
a former officer in the armed services, having graduated from the Royal Military College, Duntroon. He is a
fellow of the Financial Services Institute of Australia (FinSIA) and a member of CPA Australia.
Greg Hancock (BA Econs B.Ed (Hons) F.Fin) - Non-Executive Director
Mr Hancock has over 25 years’ experience in capital markets practicing in the area of Corporate Finance.
He has extensive experience in both Australia and the United Kingdom through his close links to the
stockbroking and investment banking community. In this time, he has specialised in mining and natural
resources and has had a background in the finance and management of small companies.
He is Chairman of AusQuest Limited, BMG Resources Limited and Non-Executive Director of Zeta
Petroleum Plc, Strata-X Energy Ltd, King Island Scheelite Ltd and Cobra Resources Plc.
Mr Hancock continues his close association with the capital markets in Australia and the United Kingdom
through his private company Hancock Corporate Investments Pty Ltd.
Brenton Siggs (B App Sc App Geol MAIG MSEG) Non-Executive Director - appointed 10 August 2018
Mr Siggs has over 27 years’ experience in the Australian mineral resources industry and has held senior
exploration roles on a range of gold, nickel-cobalt, petroleum, coal, phosphate and potash brine projects. He
has been involved in all stages of regional and near-mine exploration project management, particularly in
Western Australia, from conceptual targeting and ground acquisition through to resource definition drilling
programs and mining geology.
Mr Siggs has worked in senior roles for Australian and international companies including Newcrest Mining
Ltd., Inco Australia, Central Norseman Gold Corporation and VALE and most recently was Technical Director
and the Exploration Manager for Goldphyre Resources Limited (now Australian Potash).
Janet Wicks (B Psych) - Non-Executive Director - appointed 29 October 2018
Ms Wicks is a HR Professional who grew up in the West Australian Goldfields and has worked in the mining
industry for over 10 years. After completing a Bachelor of Psychology at Murdoch University, Ms Wicks
worked as a generalist practitioner across mining, construction and manufacturing industries providing
operational advice on a range of issues including recruitment, employee relations, remuneration strategy,
training, organisational development, implementation of IT systems across the business and leadership
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DIRECTORS’ REPORT
development. For the last five years Janet has been a director of Western Mining, actively managing mining
operations at what is now (since being acquired from Western Mining) Golden State Mining’s Cue project.
COMPANY SECRETARY
Marc Boudames (B.com CPA MAICD)
Mr Boudames is experienced in statutory financial reporting, taxation, ERP systems, business analytics,
corporate transactions, due diligence, mergers & acquisitions, finance, joint ventures and divestments. He
previously worked at RSM Bird Cameron (RSM), as General Manager - Finance & Administration for ASX
listed Redport Ltd and Mega Uranium Ltd (Australia), a Canadian TSX listed mining and equity investment
company focused on global uranium properties and multi-mineral exploration. He has worked for multiple
companies across various industries including listed and public companies associated with the mining and oil
& gas sectors such as Toro Energy Ltd, WesTrac, CB&I and Spotless Group.
Interests in the shares and options of the Company and related bodies corporate
As at the date of signing this report, the relevant interests of the directors in the shares and options of
Golden State Mining Limited were:
Director
Ordinary Shares
Options over
Ordinary Shares
Michael Moore
Damien Kelly
Greg Hancock
Brenton Siggs
Janet Wicks
1,625,100
1,510,100
-
660,000
2,800,000
2,312,550
2,255,050
500,000
855,000
400,000
PRINCIPAL ACTIVITIES
During the financial year, the Group’s principal activity was mineral exploration and to assess and pursue
mineral property acquisition opportunities.
DIVIDENDS
No dividends were paid or declared during the year. No recommendation for payment of dividends has been
made.
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DIRECTORS’ REPORT
OPERATING AND FINANCIAL REVIEW
REVIEW OF OPERATIONS
MURCHISON
CUE
On the 26 November 2018 Golden State Mining (“GSM” or the “Company”) announced that its initial Cue
drilling program had commenced to primarily test targets generated from the reprocessing of the Geoscience
Australia regional 2D seismic line 10GA-YU1 as well as the gravity and DDIP surveys. The drilling program
also tested along trend, plunge extensions and high-grade gold lens repetitions underneath selected historic
gold mines in the area.
As part of the initial drilling program the Company drilled 2,269m of reverse circulation (RC) with 507.5m of
diamond core tails on both the deeper seismic targets and extensions of the historic high-grade workings.
Figure 1: Location Plan of Phase 1 Drill Collars at Cue Project.
The GSM shallow RC program (Figure 1) consisted of 15 holes for a total of 1524 metres varying in depth from
60-152 metres with an average depth of 102 metres. Eight holes (18GSLARC0001-8) were drilled at the Light
of Asia and Queen of the May workings including two pre-collars and one diamond tail targeting down-dip and
plunge positions and along strike to the north. A further five holes (18GSSLRC0001-5) were drilled at the
Salisbury workings targeting similar positions. Another two holes (18GSCNRC0001-2), were drilled at the Cue
North Prospect including one pre-collar targeting a down-plunge position to the north of existing mineralisation.
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DIRECTORS’ REPORT
A diamond drill program (Figure 1) targeting geophysical anomalies and near surface mineralisation
commenced in early December 2018. Two deep RC pre-collars for a total of 685 metres were completed with
diamond tails for a total of 468.8 metres from a planned four-hole program. 18GSCRCD0001 was designed to
intercept a shallow seismic reflector and the greenstone contact based on interpretation of the recent gravity
results. 18GSCRCD0002 was designed to intercept a deeper seismic reflector.
The results of comprehensive follow up studies on the two deep holes targeting the two previously identified
seismic reflectors were completed during the March 2019 quarter. The geophysical analysis completed by
HiSeis (Perth), indicates that the seismic reflector targeted in 18GSCRCD0001 can be explained by the
properties of the various greenstone rocks intersected in a broad shear zone. The deeper seismic reflector
targeted in 18GSCRCD0002 was not the interpreted extension of the Great Fingall sequence but has been
interpreted to represent a series of late micro-dolerite dykes intersected at a similar depth.
LIGHT OF ASIA
The RC drilling undertaken in November 2018 recorded both high-grade gold intercepts and anomalous gold
zones in a coarse-grained granodioritic-tonalitic intrusive setting with minor dioritic phases and quartz feldspar
porphyry units. The highest-grade gold intercept occurred on the Light of Asia trend in hole 18GSLARC0006,
3m @ 20.1 g/t including 1m @ 56.6 g/t Au. The mineralised interval consisted of a three-metre (downhole)
quartz vein zone within a six-metre interval of slightly weathered, silica-chlorite alteration with variable
carbonate-altered intervals on the footwall of a one metre interpreted doleritic unit in the Cue Granite.
In June 2019 the company completed follow up drilling of 13 RC drillholes for a total of 979 metres at the Light
of Asia North Prospect to test for dip and strike extensions to the south of the Company’s high-grade intercept
in 18GSLARC0006 (3m @ 20 g/t including 1m @ 56 g/t Au) - refer to (ASX:GSM) announcement dated 25
January 2019.
The focussed program successfully delineated the Light of Asia gold mineralised structure 500 metres north
of the main historic workings. The overall Light of Asia trend has now been extended to approximately 1
kilometre and remains open to the north. Drill logging and assay results confirmed the presence of the Light of
Asia structure with anomalous gold results (2m @ 0.60 g/t including 1m @ 1.0g/t from 69m), suggesting
possible plunge or shoot constraints on the high-grade mineralisation reported from 18GSLARC0006. Further
modelling and structural investigations are required in this prospect area.
THE PATCH
The Company drilled its first drillhole into a historic prospecting and mining area referred to locally as “The
Patch”. This 200 x 1000 metre prospect contains the Volunteer group of historic workings, which is a collection
of numerous small-scale prospecting shafts and shallow pits.
A single vertical drillhole 19GSPARC0001 (98m EOH) was designed to follow up a previous explorer’s drillhole
to the west and to test for further high-grade quartz veins at depth. Hole 19GSPARC0001 intersected several
structures containing mineralised quartz veins with the best intersection of 4m @ 7.5g/t from 7m including 1m
@ 20.3g/t from 8m (refer to ASX:GSM announcement dated 2 August 2019).
Previous exploration has only partly tested the structural complexity of The Patch area and the Company will
now use this latest drilling to help evaluate the shallow gold mineralised veins exploited in this area.
CUDDINGWARRA
A Targeting Study at Cuddingwarra was undertaken and resulted in the generation of 12 priority gold targets.
The study not only highlighted the prospectivity of the new tenure, but also the need to more adequately test
the sparse historic drilling completed to date.
Several high priority targets at the Cuddingwarra Project were identified using the historical data:
1) Shallow drillholes with gold anomalism;
2) Coincident gold-in-soil and base-metal anomalies and SAM (Sub Audio Magnetic) geophysical
anomalies;
3) Re-interpretation of structural complexity;
4) Re-examination of the Cuddingwarra Project, which bookends the Cuddingwarra Mining Centre, where
a series of shallow gold pits have been previously mined.
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DIRECTORS’ REPORT
Figure 2: Priority Gold Targets at the Cuddingwarra Project.
The Company also completed a geochemical sampling program at the Cuddingwarra project, which was
designed to assess several untested geophysical targets.
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DIRECTORS’ REPORT
Figure 3: Location Plan of Cuddingwarra Geochemical Results over Total Magnetic Intensity.
The program consisted of 500 soil samples collected over 8 discrete target areas on a provisional 200 x 50
metre pattern (Figure 3). The sampling technique employed mostly conventional soil sampling techniques
based on the interpreted depth of cover. 4 grids produced consecutive gold assay results greater than 5ppb,
2 of which coincide with prospective interpreted structures outlined by aeromagnetic data. The anomalies on
Grid 8 occur over demagnetised zones within a continuation of the same sequence and interpreted structural
corridor hosting the Cuddingwarra open pits approximately 8 kilometres to the north. The Company’s tenure
contains a further 2 kilometres of this prospective corridor to the west of this newly defined soil anomalism.
The new gold in soil anomalies strongly support existing soil and bottom of hole gold anomalism defined by
previous explorers which present potential drill targets in the near term. Further soil sampling is required to
test for extensions to soil anomalies encountered in Grids 1 and 3 to the south and west respectively.
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DIRECTORS’ REPORT
The combined results of the Company’s soil sampling will be assessed along with previous soil results and
bottom of hole gold anomalism to assist in the definition of drill targets.
BIG BELL SOUTH
Geological review and subsequent site visits completed by GSM indicate the Big Bell South project area
(Figure 4) has been the subject of mainly limited first pass exploration activities with negligible systematic and
effective follow up, despite encouraging historic geochemistry results with a paucity of drill testing.
The Big Bell South project consists of a single Exploration License and field resonance completed by GSM
observed a primarily depositional regime with little subcrop. It was reported that there was little evidence of
historic drill access although much of the historic drilling recorded dated back to ~ 1995. It is also noted that
the ‘Big Bell Shear’ and mineralisation was not magnetic so previous explorers may have missed important
structures based on magnetics interpretation.
Figure 4. Big Bell South Targets
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DIRECTORS’ REPORT
YULE
A geophysical review of the Yule Project tenements was been completed in June 2019. The geophysical review
assessed the regional structure, intrusive complex and stratigraphy in the Yule area and has identified 17
priority targets. The targets are considered prospective for gold, rare metal pegmatite-hosted, and intrusive-
related base and precious metal mineralization.
BALLA YULE
PROSPECT
QUARRY WELL
Figure 5: Yule North Target Areas over RTP 1VD Magnetic Image.
Within the Yule North, tenement 6 target areas have been identified (Figure 5), with 3 high priority targets
scheduled for immediate refinement with ground-based geophysics. A detailed moving loop electromagnetic
(MLEM) survey has been planned at the Balla Yule Prospect to test for bedrock sulphide accumulations
indicated by petrographic analysis and a previous drill intersection of 14 metres of 0.51% Ni & 0.033% Co from
38 metres (bedrock surface), including 4 metres at 0.70% Ni, 0.048% Co in BYRC003. Several untested, late-
time EM anomalies have been identified in historical EM data at the Quarry Well area in the south-western
part of the Yule North tenement within the Sholl Shear Zone. These EM anomalies will be re-evaluated with a
modern, high-powered MLEM survey.
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DIRECTORS’ REPORT
Figure 6: Yule South Target Areas over RTP 1VD Magnetic Image.
11 identified target areas have been prioritised within the Yule South tenements (Figure 6), with 3 high priority
gold and rare metal pegmatite targets scheduled for follow-up Aircore drilling. This program is expected to
commence, based on statutory government approvals, in Q3/Q4 2019.
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DIRECTORS’ REPORT
FOUR MILE WELL
In June 2019 the company completed a geochemical sampling program at the Four Mile Well Project to infill
and follow up a number of gold-in-soil anomalies defined by previous explorers. GSM is targeting similar gold
mineralisation to that found at the Lancefield Mine (Prod.1.3M Oz) approximately 10 kilometres to the south.
Figure 7: Exploration Location Plan for Four Mile Well Project
COMPETENT PERSON’S STATEMENT
The information in this report that relates to Exploration results, Mineral Resources or Ore Reserves is based
on information compiled by Geoff Willetts who is a member of the Australasian Institute of Geoscientists
(AIG). Geoff Willetts is the Exploration Manager and a fulltime employee of Golden State Mining Limited
(GSM) and holds shares and options in the Company.
Geoff Willetts has sufficient experience relevant to the style of mineralisation and type of deposit under
consideration and to the activity currently being undertaken 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”. Geoff Willetts consents to the inclusion in this report of the matters based on his information in
the form and context in which it appears. Information on previous explorers and historical results for the Cue
Project, is summarised in the Independent Geologists Report of the Golden State Mining Limited Prospectus
dated 22 August 2018.
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DIRECTORS’ REPORT
CORPORATE
IPO and ASX listing
GSM commenced trading on ASX on 8 November 2018. The Company raised $4,560,000 pursuant to the offer
under its prospectus dated 22 August 2018 by the issue of 22,800,000 shares at an issue price of $0.20 per
share.
Lefroy
The Company announced (on 23 January 2019) that it had completed the Asset Sale Agreement
(“Agreement”) to acquire a 100% interest in the tenements held by Lefroy Exploration Limited (ASX:“LEX”) in
the Murchison region of Western Australia (“the Murchison Project”).
The Cuddingwarra and Big Bell South tenements are considered highly prospective, with synergies to GSM’s
current exploration strategy in the Cue region. The tenements are considered positive, ‘Greenfields’
exploration ground and cover substantial prospective greenstone stratigraphy and structure in a well-endowed
gold mining district either along strike, or in the vicinity of previous and current gold mining operations (Figure
8).
Figure 8. GSM and acquired LEX tenement packages at Cue
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DIRECTORS’ REPORT
RESULTS OF OPERATIONS
Revenues and results
A summary of the Group’s revenues and results for the period is set out below:
Consolidated entity revenues and loss
June 2019
$
June 2018
$
Revenues
41,497
Results
2,932,976
Revenues
-
Results
476,346
SHARES
There are 36,251,200 fully paid ordinary shares outstanding as at 30 June 2019.
OPTIONS
There are 16,015,104 options outstanding at the date of this report, all of which are unlisted. No options were
exercised during the financial year. Since the end of the financial year, no options have been issued or
exercised.
Number
Class
2,522,560 Unlisted options ($0.25 for GSM, Expire 26 Oct 2022)
550,000 Unlisted options ($0.20 for GSM, Expire 31 Aug 2020)
1,000,000 Unlisted options ($0.35 for GSM, Expire 8 Nov 2021)
5,110,000 Unlisted options ($0.25 for GSM, Expire 8 Nov 2021)
6,832,544 Unlisted options ($0.25 for GSM, Expire 8 Nov 2019)
The number of Directors’ Meetings held during the year and the number of meetings attended by
each Director is as follows:
Director
Michael Moore
Damien Kelly
Greg Hancock
Brenton Siggs
Janet Wicks
Attended
7
7
7
7
6
Board meetings
Entitled to Attend
7
7
7
7
7
The full board discharged the functions of the audit, remuneration, risk and nomination committees regularly
and during the course of ordinary director meetings.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of court to bring proceedings on behalf of the company or intervene in any
proceedings to which the company is a party for the purpose of taking responsibility on behalf of the
company for all or any part of those proceedings.
The company was not a party to any such proceedings during the year.
CORPORATE STRUCTURE
Golden State Mining Limited is a company limited by shares that is incorporated and domiciled in Australia.
PERFORMANCE RIGHTS
There are nil performance rights on issue at the date of this report.
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DIRECTORS’ REPORT
RISK MANAGEMENT
The board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and
that activities are aligned with the risks and opportunities identified by the board.
The board believes that it is crucial for all board members to be a part of this process, and, accordingly, all
board members form, and discharge the obligations of the risk management committee.
The board has a number of mechanisms in place to ensure that management's objectives and activities are
aligned with the risks identified by the board. These include implementation of board approved operating
plans and budgets and board monitoring of progress against these budgets.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as disclosed in this Annual Report, no significant changes in the state of affairs of the Group
occurred during the financial year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 8 August 2019, 375,000 fully paid ordinary shares at $0.08 per share, were issued as part consideration
for drilling services at the Cue project.
Other than as set out above, no matters or circumstances have arisen since the end of the financial year
which significantly affected or may significantly affect the operations of the Group, the results of those
operations, or the state of affairs of the Group in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Group intends to continue to undertake appropriate levels of exploration of its tenement portfolio, and to
seek new project opportunities.
Other than as set out above, likely developments in the operations of the Group and the expected results of
those operations in future financial years have not been included in this report as the directors believe, on
reasonable grounds, that the inclusion of such information would be likely to result in unreasonable prejudice
to the Group.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group is subject to environmental regulation in respect to its activities.
The Group aims to ensure the appropriate standard of environmental care is achieved, and in doing so, that
it is aware of and complies with all environmental legislation. The directors of the Company are not aware of
any breach of environmental legislation for the year under review.
REMUNERATION REPORT
The information provided in this remuneration report has been audited as required by section 308(3C) of the
Corporations Act 2001.
Policy principles used/to be used to determine the nature and amount of remuneration.
Remuneration Policy
The remuneration policy of Golden State Mining Limited is designed to align key management personnel
objectives with shareholder and business objectives by providing a fixed remuneration component. The
board of Golden State Mining Limited believes the remuneration policy for the year under review was
appropriate and effective to attract and retain suitable key management personnel to run and manage the
Group. Consideration has been and will continue to be given to offering specific short and long term
incentives including, specifically, equity remuneration.
The remuneration policy, setting the terms and conditions for the executive directors and other senior
executives (if any), was developed by the board. In general, in respect of the year under review, executives
received a base salary (which was based on factors such as experience), superannuation and share-based
payments. The board will review executive packages as and when it considers it appropriate to do so in
accordance with its remuneration policy and by reference to the Group’s performance, executive
performance and comparable information from industry sectors and other listed companies in similar
industries.
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DIRECTORS’ REPORT
The board may exercise discretion in relation to approving incentives, bonuses and equity remuneration. The
policy is to reward executives for performance that results in long-term growth in shareholder wealth.
The executive directors and executives receive, where required by law, a superannuation guarantee
contribution required by the government of Australia, which was 9.5% for the 2019 financial year but are not
entitled to receive any other retirement benefits.
All remuneration paid to directors and executives is “valued” at the cost to the Group and expensed. Where
applicable, options granted as equity remuneration are ascribed a “fair value” in accordance with Australian
Accounting Standards.
The board’s policy is to remunerate non-executive directors at market rates for comparable companies for
time, commitment and responsibilities. The board determines payments to the non-executive directors and
the policy is to effect reviews of remuneration annually, based on market practice, duties and accountability.
Fees for non-executive directors are not linked to the performance of the Group. However, to align directors’
interests with shareholder interests, the directors are encouraged to hold shares in the Company and are
able to participate in equity remuneration arrangements.
Company performance, shareholder wealth and key management personnel remuneration
There is no relationship between the financial performance of the Company for the current or previous
financial year and the remuneration of the key management personnel. Remuneration is set having regard
to market conditions and to encourage continued services of key management personnel.
Use of remuneration consultants
The Group did not employ the services of any remuneration consultants during the financial year ended 30
June 2019.
Key management personnel of the Group
The Key Management Personnel (KMP) of the Group was comprised of all the board of directors mentioned
above and Mr Moore is the sole Executive Director.
Details of the remuneration of the directors and the key management personnel of the Group are set out in
the following tables:
2019
Short term
Post
Employment
Superannuation
$
Share-Based Payments 1
$
Total
$
Director
Base
Salary & Other Fees
$
Michael Moore
120,000
Damien Kelly
Greg Hancock
Brenton Siggs
Janet Wicks
33,333
20,000
20,000
20,000
11,400
3,167
-
1,900
-
Total
213,333
16,467
25,931 157,331
25,931
62,431
8,644
28,644
12,965
34,865
3,457
23,457
76,928 306,728
1Share based payments relate to modifications of the terms of the options issued to KMP in the prior year.
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DIRECTORS’ REPORT
Written Service agreements
Michael Moore, Managing Director:
An employment agreement has been executed between the Company and Mr Moore Material provisions of
the agreement are as follows:
• Term of agreement – The contract has no fixed term. It may be terminated without reason by the
company by giving 3 months’ written notice and 3 months payment or, at the Company’s election,
payment of the 6 months’ notice period in lieu of notice. The Executive may terminate the
employment without reason by giving 3 months written notice.
• Monthly package of $15,000 plus statutory superannuation.
Damien Kelly, Non-Executive Chairman:
• Term of agreement – Subject to retirement by rotation under the Company’s Constitution.
• Monthly package of $4,167 plus statutory superannuation (if applicable).
Janet Wicks (Non-Executive Director), Brenton Siggs (Non-Executive Director) and Greg Hancock
(Non-Executive Director):
• Term of agreement – Subject to retirement by rotation under the Company’s Constitution.
• Monthly package of $2,500 plus statutory superannuation (if applicable).
Share holdings
The relevant interest held during the financial year by each KMP, including their personally related parties, is
set out below. No shares were issued as compensation during the reporting period.
Fully paid ordinary shares
30 June 2019
Balance at start
of the period
Michael Moore
1,000,100
Damien Kelly
1,250,100
Greg Hancock
-
Brenton Siggs
500,000
Janet Wicks
-
Total
2,750,200
Granted during
the year as
compensation
Other changes
during the year
Balance at end of the
period
625,000
260,000
-
160,000
2,800,000
3,845,000
1,625,100
1,510,100
-
660,000
2,800,000
6,595,200
-
-
-
-
-
-
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DIRECTORS’ REPORT
Option holdings
The relevant interest in options over ordinary shares in the Company held during the financial year by each
director of Golden State Mining Limited and other key management personnel of the Group is set out below
Unlisted options
30 June
2019
Michael
Moore
Damien
Kelly
Greg
Hancock
Brenton
Siggs
Janet
Wicks
Balance at
start of the
year
1,500,000
1,500,000
500,000
750,000
200,000
Total
4,450,000
Granted as
compensation
Exercis
ed
Lapsed
Other
changes
Balance at
end of the
year
Vested and
exercisable
Unvested
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
812,550 2,312,550 2,312,550
755,050 2,255,050 2,255,050
-
500,000
500,000
105,000
855,000
855,000
200,000
400,000
400,000
- 1,872,600 6,322,600 6,322,600
-
-
-
-
-
-
Other equity-related KMP transactions
There have been no other transactions during the financial year involving equity instruments apart from those
described in the tables above relating to options, rights and shareholdings.
Loans to key management personnel
There were no loans to key management personnel during the year.
Other transactions with key management personnel
Transactions between related parties are on normal commercial terms and conditions no more favourable
than those available to third parties unless otherwise stated. Refer to note 22: Related Party Transactions.
INSURANCE OF DIRECTORS AND OFFICERS
During or since the financial year, in accordance with each director’s Deed of Indemnity, Insurance and Access
with Golden State Mining Limited, the Group has paid premiums insuring all the directors of Golden State
Mining Limited, to the extent permitted by law, against all liabilities incurred by the director acting directly or
indirectly as a director of the Company. The cover extends to legal costs incurred by the director in defending
proceedings, provided that the liabilities for which the director is to be insured do not arise out of conduct
involving a wilful breach of the director’s duty to the Company or a contravention of sections 182 or 183 of the
Corporations Act 2001.The total amount of Directors and Officers insurance premiums paid is $19,980 (2018:
$Nil).
The table below sets out summary information about the Group’s earnings and movements in
shareholder wealth for the two (2) years to 30 June 2019:
Other income
Net loss before tax
Net loss after tax
Share price at start of the year
Share price at end of the year
Basic/diluted loss per share (cents)
END OF REMUNERATION REPORT
30 June 2019
$
30 June 2018
$
41,497
2,932,976
2,932,976
N/A
0.075
(10.69)
-
476,346
476,346
N/A
N/A
(10.38)
19
Golden State Mining Limited
30 JUNE 2019
DIRECTORS’ REPORT
NON-AUDIT SERVICES
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor
are outlined in note 16 to the financial statements.
In the event non-audit services are provided by Stantons, the Board has established precedence to ensure
that the provision of non-audit services is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001. These include:
• all non-audit services are reviewed and approved to ensure that they do not impact the integrity and
objectivity of the auditor; and
• non-audit services do not undermine the general principles relating to auditor independence as set out
in APES 110 ‘Code of Ethics for Professional Accountants’ issued by the Accounting Professional &
Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a
management or decision-making capacity for the Company, acting as advocate for the Company or
jointly sharing economic risks and rewards.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001
is set out on page 21.
Signed in accordance with a resolution of the Directors.
Michael Moore
Managing Director
27 September 2019
20
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
27 September 2019
Board of Directors
Golden State Mining Limited
Suite 14, 19/21 Outram Street
WEST PERTH, WA 6005
Dear Directors
RE:
GOLDEN STATE MINING LIMITED
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Golden State Mining Limited.
As Audit Director for the audit of the financial statements of Golden State Mining Limited for the year ended 30
June 2019, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
Yours faithfully
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
Samir Tirodkar
Director
Liability limited by a scheme approved
under Professional Standards Legislation
Golden State Mining Limited
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Year
30 June 2019
Period from
15 August 2017
to
30 June 2018
$
$
Notes
REVENUE
Interest revenue
Other income
EXPENDITURE
Administration expense
Depreciation expense
Exploration and tenement expense written off
Environmental rehabilitation obligations
assumed
Share-based payments expense
Employee benefits expense
Impairment of exploration & evaluation
LOSS BEFORE INCOME TAX
Income tax benefit/(expense)
LOSS FOR THE YEAR ATTRIBUTABLE TO
MEMBERS OF GOLDEN STATE MINING
LIMITED
20
9
11
3
17
40,997
500
-
-
(366,187)
(103,957)
(95,941)
-
(1,022,725)
(168,585)
(188,864)
(166,136)
(373,554)
(753,050)
-
(211,820)
-
-
(2,932,976)
(476,346)
-
-
(2,932,976)
(476,346)
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss
-
-
Other comprehensive income for the period,
net of tax
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD ATTRIBUTABLE TO
MEMBERS OF GOLDEN STATE MINING
LIMITED
(2,932,976)
(476,346)
(2,932,976)
(476,346)
Basic and diluted loss per share (cents)
21
(10.69) (10.38)
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes.
22
Golden State Mining Limited
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Prepayments
Accrued income
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Security deposit
Property, plant and equipment
Capitalised exploration expenditure
TOTAL NON-CURRENT ASSSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
30 June
30 June
Notes
2019
$
2018
$
4
5
6
7
20
3
8
9
9
2,668,343
20,130
-
6,646
163,716
27,660
93,493
-
2,695,119
284,869
2,640
179,586
-
182,226
2,640
1,900
28,414
32,954
2,877,345
317,823
281,176
19,653
300,829
188,864
188,864
117,097
-
117,097
-
-
489,693
117,097
2,387,652
200,726
10
10
13
5,196,031
600,943
465,252
211,820
(3,409,322)
(476,346)
2,387,652
200,726
The above consolidated statement of financial position should be read in conjunction with the accompanying
notes.
23
Golden State Mining Limited
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
Contributed
Equity
Reserves
Accumulated
Losses
$
$
$
Total
$
BALANCE AT
15 AUGUST 2017 (date of incorporation)
Loss for the period
TOTAL COMPREHENSIVE INCOME
(LOSS)
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
Proceeds from issue of shares
Capital raising costs
Options issued
BALANCE AT
30 JUNE 2018
-
-
-
495,102
(29,850)
-
-
-
-
-
-
211,820
-
-
(476,346)
(476,346)
(476,346)
(476,346)
-
-
-
495,102
(29,850)
211,820
465,252
211,820
(476,346)
200,726
BALANCE AT 1 JULY 2018
465,252
211,820
(476,346)
200,726
-
-
-
(2,932,976)
(2,932,976)
-
(2,932,976)
(2,932,976)
Loss for the period
TOTAL COMPREHENSIVE INCOME
(LOSS)
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
Proceeds from issue of shares
Proceeds from issue of loyalty options
4,632,000
-
-
34,163
Securities issue costs
(514,297)
Issue of shares – Cue project acquisition
550,000
Issue of shares – Lefroy project acquisition
229,500
-
-
-
Share-based payments – Lead managers
(166,424)
166,424
Share-based payments – Directors and
employees
Share-based payments – Lefroy project
acquisition
Share-based payments – Consultants
BALANCE AT
30 JUNE 2019
-
-
-
165,656
22,400
480
-
-
-
4,632,000
34,163
(514,297)
-
550,000
229,500
-
165,656
22,400
480
-
-
-
-
5,196,031
600,943
(3,409,322)
2,387,652
The above consolidated statement of changes in equity should be read in conjunction with the accompanying
notes.
24
Golden State Mining Limited
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Other income
Interest received
Payments to suppliers and employees
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for project acquistions
Security deposit
Payments for plant and equipment
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of securities
Payment for costs of issue of securities
Net cash provided by financing activities
Period from
15 August 2017
to
30 June 2018
$
-
-
(268,464)
(268,464)
(25,914)
(2,640)
(2,018)
(30,572)
30 June 2019
$
Notes
500
34,351
(1,601,168)
15
(1,566,317)
(173,972)
-
(443)
(174,415)
4,666,163
(420,804)
4,245,359
492,602
(29,850)
462,752
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
2,504,627
163,716
163,716
-
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
4
2,668,343
163,716
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
25
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out below. The
financial statements are for the consolidated entity consisting of Golden State Mining Limited and its
subsidiaries. The financial statements are presented in the Australian currency. Golden State Mining Limited
is a public company limited by shares incorporated and domiciled in Australia whose shares are publicly traded
on the Australian Securities Exchange. It is a “for profit” entity. The financial statements were authorised for
issue by the directors on 27 September 2019. The directors have the power to amend and reissue the financial
statements.
(a) Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act
2001. Golden State Mining Limited is a for-profit entity for the purpose of preparing the financial statements.
The consolidated financial statements have been prepared on the basis of historical cost, except for certain
financial instruments that are measured at revalued amounts or fair values at the end of each reporting period,
as explained in the accounting policies below. Historical cost is generally based on the fair values of the
consideration given in exchange for goods and services. All amounts are presented in Australian dollars,
unless otherwise noted.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, regardless of whether that price is directly
observable or estimated using another valuation technique. In estimating the fair value of an asset or liability,
the Group takes into account the characteristics of the asset or liability at the measurement date. Fair value
for measurement and/or disclosure purposes in these consolidated financial statements is determined on such
a basis, except for share-based payment transactions that are within the scope of AASB 2 Share-based
Payment, leasing transactions that are within the scope of AASB 16 Leases, and measurements that have
some similarities to fair value but are not fair value, such as net realisable value in AASB 102 Inventories or
value in use in AASB 136 Impairment of Assets.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based
on the degree to which inputs to the fair value measurements are observable and the significance of the inputs
to the fair value measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that
the entity can access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included in Level 1, that are observable for the
asset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
Going concern
The financial statements have been prepared on the going concern basis, which contemplates the continuity
of normal business activities and the realisation of assets and settlement of liabilities in the normal course of
business.
The ability of the entity to continue as a going concern is dependent on securing additional capital raising
activities to continue its operational and exploration activities.
Should the entity not be able to continue as a going concern, it may be required to realise its assets and
discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those
stated in the financial statements and that the financial report does not include any adjustments relating to the
recoverability and classification of recorded asset amounts or liabilities that might be necessary should the
entity not continue as a going concern.
26
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(i) Compliance with IFRS
The consolidated financial statements of the Golden State Mining Limited Group also comply with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(ii) New and amended standards adopted by the Group
The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued
by the AASB that are relevant to its operations and effective (mandatory) for the current annual reporting
period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on
the financial performance or position of the Group during the financial year.
(iii) Early adoption of standards
The Group did not elect to apply any pronouncements before their operative date in the annual reporting period
beginning 1 July 2019.
(iv) Historical cost convention and going concern basis
These financial statements have been prepared under the historical cost convention, as modified by the
revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis
of accounting has been applied. These financial statements have been prepared on the going concern basis.
(b) Principles of consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from
the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment
of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
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, statement of changes in equity and statement of
financial position respectively.
27
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(ii) 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 Golden State Mining
Limited.
When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value with
the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the
purposes of subsequently accounting for the retained interest as an associate, jointly controlled entity 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 that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
If the ownership interest in a jointly controlled entity or 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.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the full board of Directors.
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of
the primary economic environment in which the entity operates (‘the functional currency’). The consolidated
financial statements are presented in Australian dollars, which is Golden State Mining Limited’s functional and
presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in profit or loss. They are deferred in equity if they are
attributable to part of the net investment in a foreign operation.
(iii) Group companies
The results and financial position of all the Group entities (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:
• assets and liabilities for each statement of financial position presented are translated at the closing
rate at the date of that statement of financial position;
•
income and expenses for each statement of profit and loss and other comprehensive income are
translated at average exchange rates (unless that is not a reasonable 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
• all resulting exchange differences are recognised in other comprehensive income.
28
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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, the associated exchange differences are reclassified to profit or loss, as part of the gain
or loss on sale.
(e) Revenue recognition
The Group has applied AASB 15 Revenue from Contracts with Customers using the cumulative effective
method. Therefore, the comparative information has not been restated and continues to be presented under
AASB 118 Revenue and AASB 111 Construction Contracts. The Group does not have any revenue from
contracts with customers.
(i) Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to
the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis,
by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts though the expected life of the financial asset to that asset’s
net carrying amount on initial recognition.
(f) Income tax
The income tax expense or revenue for the year is the tax payable on the current year’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 reporting period in the countries where the Company’s 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 subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
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, the deferred income tax is 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 reporting date 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 controlled entities where the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
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.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised
in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
29
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(g) Leases
Leases where a significant portion of the risks and rewards of ownership are not transferred to the Group as
lessee are classified as operating leases. Payments made under operating leases (net of any incentives
received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.
(h) Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that they might be
impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which
the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an
asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial
assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each
reporting period.
(i) Cash and cash equivalents
For statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short term highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to
insignificant risk of changes in value.
(j) Financial instruments (AASB 9)
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument. Financial instruments (except for trade receivables) are measured
initially at fair value adjusted by transaction costs, except for those carried at ‘fair value through profit or loss’,
in which case transaction costs are expensed to profit or loss. Where available, quoted prices in an active
market are used to determine the fair value. In other circumstances, valuation techniques are adopted.
Subsequent measurement of financial assets and financial liabilities are described below.
Trade receivables are initially measured at the transaction price if the receivables do not contain a significant
financing component in accordance with AASB 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and all substantial risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expired.
Classification and measurement
Financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value
adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those designated and effective as
hedging instruments are classified into the following categories upon initial recognition:
• amortised cost;
•
fair value through other comprehensive income (FVOCI); and
30
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
•
fair value through profit or loss (FVPL).
Classifications are determined by both:
•
•
the contractual cash flow characteristics of the financial assets; and
the Group’s business model for managing the financial asset.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet with the following conditions (and are not
designated as FVPL);
•
•
they are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows; and
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and
most other receivables fall into this category of financial instruments.
Financial assets at fair value through other comprehensive income (Equity instruments)
The Group measures debt instruments at fair value through OCI if both of the following conditions are met:
•
•
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding; and
the financial asset is held within a business model with the objective of both holding to collect
contractual cash flows and selling the financial asset.
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment
losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for
financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI.
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments
designated at fair value through OCI when they meet the definition of equity under AASB 132 Financial
Instruments: Presentation and are not held for trading.
Financial assets at fair value through profit or loss (FVPL)
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets
designated upon initial recognition at fair value through profit or loss or financial assets mandatorily required
to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the
purpose of selling or repurchasing in the near term.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables or as derivatives designated as hedging instruments in an effective hedge, as
appropriate.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs
unless the Group designated a financial liability at fair value through profit or loss.
31
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except
for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with
gains or losses recognised in profit or loss.
All interest-related charges and, if applicable, gains and losses arising on changes in fair value are recognised
in profit or loss.
Impairment
From 1 July 2018, the Group assesses on a forward-looking basis the expected credit loss 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, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Comparative information
The Group has applied AASB 9 Financial Instruments retrospectively, but has elected not to restate
comparative information. As a result, the comparative information provided continues to be accounted for in
accordance with the Group’s previous accounting policy.
Classification
Until 30 June 2018, the Group classified its financial assets in the following categories:
•
•
financial assets at fair value through profit or loss;
loans and receivables;
• held-to-maturity investments; and
• available for sale financial assets.
The classification depended on the purpose for which the investments were acquired. Management
determined the classification of its investments at initial recognition and, in the case of assets classified as
held-to-maturity, re-evaluated this designation at the end of each reporting period.
(k) Plant and equipment
All plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
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. All other repairs and maintenance are charged to the
statement of profit and loss and other comprehensive income during the reporting period in which they are
incurred.
Depreciation of plant and equipment is calculated using the prime cost method to allocate their cost or revalued
amounts, net of their residual values, over their estimated useful lives.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount (note 1(h)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are
included in the statement of profit and loss and other comprehensive income.
32
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(l) Exploration and development expenditure
Exploration and evaluation costs are expensed as incurred. Acquisition expenditure incurred is accumulated
in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are
expected to be recouped through the successful development of the area or where activities in the area have
not yet reached a stage that permits reasonable assessment of the existence of economically recoverable
reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the
decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the
life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry
forward costs in relation to that area of interest.
Costs of site restoration are provided over the life of the facility from when exploration commences and are
included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant,
equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of
the mining permits. Such costs have been determined using estimates of future costs, current legal
requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted on a prospective basis in determining the costs of
site restoration, there is uncertainty regarding the nature and extent of the restoration due to community
expectations and future legislation. Accordingly, the costs have been determined on the basis that the
restoration will be completed within one year of abandoning the site.
(m) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial year which are unpaid. The amounts are unsecured, non-interest bearing and are paid on normal
commercial terms.
(n) Employee benefits
Wages and salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled
within 12 months of the reporting date are recognised as current liabilities in respect of employees’ services
up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
(o) Share-based payments
The Group may provide benefits to employees (including directors) of the Group, and to vendors and suppliers,
in the form of equity-based payment transactions, whereby employees render services, or where vendors sell
assets to the Group, in exchange for shares or rights over shares (‘equity-settled transactions’).
The cost of equity-settled transactions with employees is measured by reference to the “fair value”, not market
value. The “fair value” is determined in accordance with Australian Accounting Standards. In the case of share
options issued, in the absence of a reliable measure, AASB 2 Share Based Payments prescribes the approach
to be taken to determining the fair value. The Black-Scholes European Option Pricing Model is an industry
accepted method of valuing share options. Other models may be used.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance conditions are fulfilled (if applicable), ending on the date on which the
relevant employees become fully entitled to the award (‘vesting date’).
33
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects (i) the extent to which the vesting period has expired and (ii) the number of options that, in the opinion
of the directors of the Group, will ultimately vest. This opinion is formed based on the best available information
at balance date. No adjustment is made for the likelihood of market performance conditions being met as the
effect of these conditions is included in the determination of fair value at grant date.
No expense is recognised for options that do not ultimately vest, except for options where vesting is conditional
upon a market condition.
Where an option is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not
yet recognised for the option is recognised immediately. However, if a new option is substituted for the
cancelled option, and designated as a replacement option on the date that it is granted, the cancelled and new
option are treated as a modification of the original option.
(p) Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
(q) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the company, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
(r) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred
is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of
the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables
in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the taxation authority, are presented as operating
cash flows.
(s) New accounting standards for application in future periods
There are a number of new accounting standards and interpretations issued by the AASB that are not yet
mandatorily applicable to the Group and have not been applied in preparing these consolidated financial
statements. The Group does not plan to adopt these standards early.
These standards are not expected to have a material impact on the Group in the current or future reporting
periods.
34
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Standard/amendment
AASB 16 Leases
AASB 17 Insurance Contracts
AASB 2018-7 Amendments to Australian Accounting Standards – Definition
of Material
AASB 2019-1 Amendments to Australian Accounting Standards –
References to the Conceptual Framework
Effective for annual
reporting periods
beginning on or after
1 January 2019
1 January 2021
1 January 2020
1 January 2020
The Company has not entered into a commercial property lease on its corporate office premises or any other
operating leases. Office rent is currently paid on a month by month basis.
(t) Critical accounting judgements, estimates and assumptions
The preparation of these financial statements requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the Group’s accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements are:
Taxation
Balances disclosed in the financial statements and the notes thereto related to taxation are based on the best
estimates of the directors. These estimates take into account both the financial performance and position of
the Group as they pertain to current income taxation legislation, and the directors understanding thereof. No
adjustment has been made for pending or future taxation legislation. The current income tax position
represents that directors’ best estimate, pending an assessment by the Australian Taxation Office.
Share-based payments
Share-based payment transactions, in the form of options to acquire ordinary shares, are valued using the
Black-Scholes option or other recognised pricing model. Models use assumptions and estimates as inputs.
Whilst the Directors do not necessarily consider the result derived by the application of, say, the Black-Scholes
Option Pricing Model is in anyway representative of the market value of the share options issued, in the
absence of reliable measure for the same, AASB 2 Share Based Payments prescribes the fair value be
determined by applying a generally accepted valuation methodology. The Company has adopted the Black-
Scholes Option Pricing Model for presently relevant purposes. Other recognised models may be used.
2.
FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate
risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program includes
consideration of the unpredictability of financial markets and seeks to minimise potential adverse effects on
the financial performance of the Group in the context of the board’s judgement as to an acceptable balance as
between risk/reward in the context of the Company and all the prevailing circumstances.
Risk management is carried out by a risk management committee comprised of the full board of Directors as
the Group believes, given the circumstances of the Company, that it is crucial for all board members to be
involved in this process. Therefore, all Directors have responsibility for identifying, assessing, treating and
monitoring risks and reporting to the board on risk management.
35
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(a) Market risk
(i) Foreign exchange risk
The Group is currently not exposed to foreign exchange risk.
(ii) Price risk
The Group is currently not exposed to foreign exchange risk.
(iii) Interest rate risk
The Group is exposed to movements in market interest rates on cash and cash equivalents. Exposure to
interest rate risk arises on financial assets and financial liabilities recognised at reporting date whereby a future
change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments.
Sensitivity analysis
At reporting date, if interest rates had been 100 basis points higher or lower and all other variables were held
constant, the Company’s net loss would increase or decrease by approximately $2,668 (2018: $Nil) which is
attributable to the Group’s exposure to interest rates on its variable bank deposits.
(b) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Group. The Group has adopted a policy of only dealing with credit worthy counterparties as a means
of mitigating the risk of financial loss from activities.
The Group does not have any significant credit risk exposure to any single counterparty or any Group of
counterparties having similar characteristics. The credit risk on liquid funds is limited because the
counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses,
represents the Group’s maximum exposure to credit risk.
(c) Liquidity risk
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring
sufficient cash and marketable securities are available to meet the current and future commitments of the
Group. Debt and equity funding are options open to the Company. The board of Directors constantly monitor
the state of equity markets in conjunction with the Group’s current and future funding requirements, with a view
to ensuring the Group has adequate funds available.
The financial liabilities of the Group are confined to trade and other payables as disclosed in the statement of
financial position. All trade and other payables are non-interest bearing and due within 12 months of the
reporting date.
(d) Fair value measurements
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement
or for disclosure purposes. All financial assets and financial liabilities of the Group at the balance date are
recorded at amounts approximating their fair value.
The fair value of financial instruments traded in active markets is based on quoted market prices at the
reporting date. The quoted market price used for financial assets held by the Group is the current bid price.
The carrying value, less impairment provision, of trade receivables and payables are assumed to approximate
their fair values due to their short-term nature.
36
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 2: SEGMENT INFORMATION
The Group has identified that it operates in only one segment based on the internal reports that are reviewed
and used by the board of directors (chief operating decision makers) in assessing performance and
determining the allocation of resources. The Group's principal activity is mineral exploration.
NOTE 3: EXPLORATION AND EVALUATION EXPENDITURE
June
2019
$
June
2018
$
Carried forward exploration and evaluation expenditure
28,414
-
Project Acquisition costs
Amounts Impaired during the year
Balance at the end of the year
724,636
28,414
(753,050)
-
-
28,414
Project acquisition costs impaired amounting to $753,050 has been recognised in profit or loss for the year
ended 30 June 2019 (2018: $Nil).
Cue Gold Project
During the reporting period, the Group exercised its option to purchase the Cue Gold project and issued
2,750,000 fully paid ordinary shares at 20c per share ($550,000) and made a payment of $150,000 cash in
reimbursement of Western Mining expenditure on the project. The stamp duty on the Cue Project acquisition
was $29,965.
The $550,000 acquisition was comprised of plant and equipment valued at $281,200 and the remaining
$268,800 was capitalised project acquisition costs.
As at 30 June 2019, the total Cue Project accumulated acquisition costs of $469,154 was fully impaired. That
the carrying value as a result is zero does not necessarily reflect the board’s view of the market value of the
project.
Yule Project
As at 30 June 2019, the Group had entered into a deed of variation to amend the Royalty (defined in the Yule
Agreement) to remove the 5km area of influence around the Yule Agreement tenements and requiring the
Vendor to repay $1,028.60 of the cash component previously paid by the Group to the Vendor in order to
remove potential obstacles to the Company’s ASX listing process.
As at 30 June 2019, the total accumulated acquisition costs of $6,996 for the Yule Project was fully impaired.
The zero carrying value as a result, does not necessarily reflect the board’s view of the market value of the
project.
Lefroy project acquisition
On 23 January 2019, the Group completed the acquisition of 100% interest in the Murchison Project comprising
of the Cuddingwarra & Big Bell South Projects which were previously held by Lefroy Exploration Limited
(ASX:“LEX”). As consideration for the purchase the Company paid Lefroy Exploration Limited $25,000 cash;
issued 1,700,000 ordinary fully paid GSM shares and 800,000 unlisted options ($0.25, expiring 26 Oct 2022).
The 1,700,000 ordinary fully paid GSM shares were valued at $229,500 and the 800,000 options were valued
at $22,400 (refer to note 5). The company also paid $25,000 is cash.
As at 30 June 2019, the total acquisition costs of $276,900 for the Lefroy Project was fully impaired. The zero
carrying value as a result, does not necessarily reflect the board’s view of the market value of the project.
37
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 4: CASH AND CASH EQUIVALENTS
Cash at bank
Short-term deposits
Total
NOTE 5: TRADE AND OTHER RECEIVABLES
Loan to third party
GST receivable
Total
June 2019
$
June 2018
$
635,907
2,032,436
2,668,343
163,716
-
163,716
June 2019
$
June 2018
$
-
20,130
20,130
156
27,504
27,660
At the reporting date, $156 loan to third party was expensed to ‘Exploration and Tenement expense’ and none
of the receivables were past due or impaired.
NOTE 6: PREPAYMENTS
Prepayments relating IPO costs for FY18/19 ASX listing
-
93,493
June 2019
$
June 2018
$
NOTE 7: ACCRUED INCOME
Term depsosit - interest income receivable
NOTE 8: TRADE AND OTHER PAYABLES
Current
Trade payables
Other payables and accruals
June 2019
$
June 2018
$
6,646
-
June 2019
June 2019
$
$
174,963
106,213
281,176
79,834
37,263
117,097
38
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 9: PROVISIONS
Current
Provision for employee entitlements
Non-current
Environmental rehabilitation provision
Environmental rehabilitation
June 2019
June 2018
$
19,653
188,864
$
-
-
As at 30 June 2019, there is an estimated cost provision of $188,864 for the environmental rehabilitation of
the Cue Gold project tenements. The environmental rehabilitation cost relates to the pre-acquisition mine
operation and closure plan by Western Mining Pty Ltd. The directors have reviewed the estimates close to
balance date and are of the opinion that no further provision is required as at 30 June 2019.
NOTE 10: EQUITY SECURITIES ISSUED
Equity shares
Outstanding at the beginning of the year
8,425,200
465,252
-
-
June
2019
Shares
June
2019
$
June
2018
Shares
June
2018
$
Issues of ordinary shares
Fully paid shares issued - $0.01 shares on
incorporation
Fully paid shares issued - $0.0001 seed
Fully paid shares issued - $0.01 seed
Fully paid shares issued - $0.01 Yule project
consideration
Fully paid shares issued - $0.10 seed
Transaction cost – seed capital
Fully paid shares – $0.125 seed
Fully paid shares issued – Cue gold project
consideration
Fully paid shares issued - IPO
Transaction costs
Transaction cost -
Options issued to lead managers
200
1,000,000
2,500,000
250,000
4,675,000
2
100
25,000
2,500
467,500
(29,850)
-
-
-
-
-
-
-
-
-
-
576,000
72,000
2,750,000
550,000
22,800,000
4,560,000
-
-
(514,297)
(166,424)
Fully paid shares issued – Lefroy project
consideration
1,700,000
229,500
Outstanding at the end of the period
36,251,200
5,196,031
8,425,200
465,252
As at 30 June 2019, the Company had 36,251,200 fully paid ordinary shares.
39
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Capital risk management
The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern and
to take advantage of organic and acquisitive mineral property opportunities, so that it may strive to provide
returns for shareholders and benefits for other stakeholders.
Debt and equity funding options are open to the Group. The working capital position of the Group at 30 June
2019 and 30 June 2018 are as follows:
June 2019
June 2018
$
$
Cash and cash equivalents
Trade and other receivables
Other assets
Trade and other payables
Provisions
Working capital position
Options
2,668,343
20,130
6,646
(281,176)
(19,653)
2,394,290
163,716
27,660
93,493
(117,097)
-
167,772
June
2019
Number of
options
June
2019
$
June
2018
Number of
options
June
2018
$
Outstanding at the beginning of the year
5,000,000
211,820
-
Movements of options
Issued, exercisable at $0.20, expiring
31 August 2020
Issued, exercisable at $0.25, expiring
8 November 2021 - Directors
Issued, exercisable at $0.35, expiring
8 November 2021 - Employee
Issued, exercisable at $0.25, expiring
8 November 2021 - Employee
Issued, exercisable at $0.25, expiring
26 October 2022 – Lead managers
Issued, exercisable at $0.25, expiring
26 October 2022 – Lefroy project acquisition
Issued, exercisable at $0.25, expiring
26 October 2021 – Loyalty options
Issued, exercisable at $0.25, expiring
8 November 2021 – Consultants
-
-
-
-
-
550,000
76,926
4,450,000
211,820
1,000,000
56,387
500,000
32,343
1,722,560
166,424
800,000
22,400
6,832,544
34,163
160,000
480
-
-
-
-
-
-
-
-
-
-
-
-
Outstanding at the end of the period
16,015,104
600,943
5,000,000
211,820
As at 30 June 2019, the Company had 16,015,104 unlisted options
40
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 11: SHARE-BASED PAYMENTS
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) and movements
in share options issued as share based payments as at 30 June 2019.
Options
June
2019
June
2019
June
2018
June
2018
No.
WAEP
No.
WAEP
4,450,000
$0.25
-
-
Outstanding at the beginning
of the year
Granted during the year
4,182,560
$0.27
4,450,000
Outstanding at the end of the
period
Exercisable at the end of the
period
8,632,560
8,632,560
$0.26
$0.26
4,450,000
4,450,000
$0.25
$0.25
$0.25
The weighted average remaining contractual life for the share-based payment options as at 30 June 2019 is
2.72 years.
The weighted average exercise price for the share-based payment options as at 30 June 2019 is $0.26 (June
2018: $0.25).
Black-Scholes model was used for the valuation of share-based payments, taking into account the terms and
conditions upon which the options were granted. The expected life of the options is based on historical data
and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the
assumption that the historical volatility is indicative of future trends, which may also not necessarily be the
actual outcome.
Options issued during the current year:
On 18 July 2018, there were 4,450,000 unlisted options which had their terms amended from the 30 June 2018
financial year As at 18 July 2018, an adjustment of $76,926 was recorded to reflect the unlisted options fair
value of $ 0.0649 per share based on a Black Scholes model with the following key inputs: interest free rate –
2.183% volatility factor – 100% measured over the 12 months prior to the issue of options, grant date – 18 July
2018, days to expiry – 1,209 and exercise price - $0.25.
On 18 July 2018, there were 500,000 unlisted options granted which had a fair value of $ 0.0647 per share
based on a Black Scholes model with the following key inputs: interest free rate – 2.183% volatility factor –
100% measured over the 12 months prior to the issue of options, grant date – 18 July 2018, days to expiry –
1,209 and exercise price - $0.25.
On 18 July 2018, there were 1,000,000 unlisted options granted which had a fair value of $0.0564 per share
based on a Black Scholes model with the following key inputs: interest free rate – 2.183% volatility factor –
100% measured over the 12 months prior to the issue of options, grant date – 18 July 2018, days to expiry –
1,209 and exercise price - $0.35.
On 18 October 2018, there were 1,722,560 unlisted options granted which had a fair value of $0.0966 per
share based on a Black Scholes model with the following key inputs: interest free rate – 2.183% volatility factor
– 70% measured over the 12 months prior to the issue of options, grant date – 18 October 2018, days to expiry
– 1,469 and exercise price - $0.25.
41
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
On 19 December 2019, there were 800,000 unlisted options granted as part consideration for the Lefroy project
which had a fair value of $0.028 per share on a Black Scholes model with the following key inputs: interest
free rate – 1.5% volatility factor – 48% measured over 8 months from the listing date, grant date – 19 December
2018, days to expiry – 1,407 and exercise price - $0.25.
On 12 June 2019, there were 160,000 unlisted options issued to consultants which had a fair value of $0.003
per share on a Black Scholes model with the following key inputs: interest free rate – 1.5% volatility factor –
48% measured over approximately 8 months, issue date – 12 June 2019, days to expiry – 880 and exercise
price - $0.25.
No option holder has any right under the options to participate in any other share issue of the Company or any
other entity.
Recognised share-based payments expenses
Total expenses arising from share based payment transactions recognised during the period as part of share-
based payment expense were as follows:
2019
2018
$
$
Operating expenditure
Options issued to directors, employees and
consultants
166,136
211,820
Shares
During the year, the Group exercised its option to purchase the Cue Gold project and as part of the agreement
issued 2,750,000 fully paid ordinary shares at 20c per share for the value of $550,000.
During the year, the Group also acquired the Lefroy projects and as part of the agreement issued 1,700,000
fully paid ordinary shares at 13.5c per share for the value of $229,500. The valuation of 13.5c per share was
on the basis of GSM’s closing price on the grant date - 19 December 2018.
NOTE 12: DIVIDENDS
No dividends were paid during the year and no recommendation is made as to the dividends.
NOTE 13: ACCUMULATED LOSSES
Accumulated losses at the beginning of the financial year
Net (loss) attributable to members of the company
Accumulated losses at the end of the financial year
June 2019
June 2018
(476,346)
(2,932,976)
(3,409,322)
-
(476,346)
(476,346)
42
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 14: FINANCIAL RISK MANAGEMENT
The company's financial instruments consist mainly of deposits with banks, accounts receivable and payable.
The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in
the accounting policies to these financial statements are as follows:
2019
2018
Financial
Instruments
Floating
Interest
Rate
$
Fixed
Interest
Rate
$
Non-
interest
bearing
$
Total
$
Floating
Interest
Rate
$
Fixed
Interest
Rate
$
Non-
interest
bearing
$
Total
$
and
and
rate
and
Financial
Assets
Cash
cash
equivalents
Trade
other
receivables
Total
financial
assets
Weighted
average
interest
for the year
Financial
liabilities
Trade
other
payables
Total
financial
liabilities
530,365
2,012,436
105,542
2,648,343
-
-
20,130
20,130
530,365
2,012,436
125,672
2,668,473
-
-
-
-
163,716
163,716
-
27,660
27,660
-
191,376
191,376
0.5%
2.4%
0%
0%
-
-
-
281,176
281,176
117,097
117,097
-
-
-
-
-
281,176
281,176
117,097
117,097
Financial Risk Management Policies
The director's overall risk management strategy seeks to assist the company in meeting its financial targets,
whilst minimising potential adverse effects on financial performance.
Risk management policies are approved and reviewed by the Board of Directors on a regular basis. These
included the credit risk policies and future cash flow requirements.
The main purpose of non-derivative financial instruments is to raise finance for company operations.
The company does not have any derivative instruments as at 30 June 2019.
43
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 15: RECONCILIATION OF LOSS AFTER TAX TO NET CASH OUTFLOW FROM
OPERATING ACTIVITIES
Profit/(Loss) after income tax
(2,932,976)
(476,346)
Consolidated
June 2019
June 2018
$
$
Non-cash flows in loss for the period
Depreciation
Share based payments
Impairment
Changes in assets and liabilities
(Increase) / Decrease in trade and other receivables
(Increase) / Decrease in Prepayments
(Increase) / Decrease in Accrued income
Increase / (Decrease) in trade and other payables
Increase / (Decrease) in Provisions
103,957
166,136
723,085
7,531
-
(6,646)
164,079
208,517
118
211,820
-
(27,660)
(93,493)
-
117,097
-
Net cash inflows (outflows) from operating activities
(1,566,317)
(268,464)
NOTE 16: REMUNERATION OF AUDITORS/ NON-AUDIT SERVICES
REMUNERATION OF AUDITORS
Audit of financial reports
NON-AUDIT SERVICES
Investigating Accountant’s Report (IAR)
$
26,000
3,546
$
15,000
10,500
2019
2018
44
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 17: INCOME TAX EXPENSE
Consolidated
June 2019
$
June 2018
The components of income tax benefit comprise:
Current income tax benefit
Deferred income tax expense
Income tax expense reported in the consolidated statement of
comprehensive income
Income tax expense recognised in equity
Accounting Profit/(Loss) before income tax
At the statutory income tax rate of 30%
Other non-deductible expenditure for income tax purposes
Other adjustments
Unrecognised tax losses
Deferred tax assets
Carried forward revenue losses
Other
Gross deferred tax asset
Offset against deferred tax liability
Unrecognised Tax Asset
(571,519)
-
-
(2,932,976)
(879,893)
275,756
32,618
(571,519)
641,878
-
641,878
-
641,878
$
-
-
-
(476,346)
(142,904)
9,000
63,545
(70,359)
70,359
-
70,359
-
70,359
There were no ‘Deferred tax liabilities’ as at 30 June 2019.
Tax loss not recognised
All unused tax losses were incurred in Australia. Potential deferred tax assets net of deferred tax liabilities
attributable to tax losses have not been brought to account because the Directors do not believe it is
appropriate to regard realisation of the future income tax benefits as probable as at the date of this report.
NOTE 18: CONTINGENCIES
There are no material contingent liabilities or contingent assets of the Group at the reporting date.
NOTE 19: COMMITMENTS FOR EXPENDITURE
Exploration Commitment
In order to maintain current rights of tenure to various tenements, the company is required to perform minimum
exploration work to meet the minimum expenditure requirements specified by Western Australia. These
obligations are expected to be fulfilled in the normal course of operations and have not provided for in the
financial report.
If the company decides to relinquish certain leases and/or does not meet these obligations, assets recognised
in the balance sheet may require review to determine the appropriateness of carrying values. The sale, transfer
or farm-out of exploration rights to third parties will reduce or extinguish these obligations.
The Group will be required to outlay approximately $574,080 (2018: $323,000) in the following financial year
to meet minimum expenditure requirements.
45
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Operating Lease Commitment
The Company has not entered into a commercial property lease on its corporate office premises or any other
operating leases. Office rent is currently paid on a month by month basis.
NOTE 20: PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment at cost
Opening balance
Additions – Cue Gold project acquisition
Additions - other
Closing balance
Accumulated depreciation
Opening balance
Depreciation for the year
Closing balance
Summary
At cost
Accumulated depreciation
Net carrying amount
June 2019
$
June 2018
$
2018
281,200
443
283,661
118
103,957
104,075
283,661
(104,075)
179,586
-
-
2,018
2,018
-
118
118
2018
(118)
1,900
NOTE 21: BASIC AND DILUTED EARNINGS/(LOSS) PER SHARE
Basic and diluted (loss) per share (cents)
Profit/(Loss) attributable to members of Golden State Mining
Weighted average number of shares outstanding
NOTE 22: RELATED PARTY TRANSACTIONS
June 2019
June 2018
(10.69)
(2,932,976)
27,432,000
(10.38)
(476,346)
4,590,404
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
Michael Moore is the managing director of Golden State Mining Ltd. During the year, $25,000 (excl. GST) was
paid to Michael Moore for project management, administration, consulting and advisory services. At 30 June
2019 no amount was owing to Michael Moore.
Damien Kelly is the proprietor of Advanced Capital Management Pty Ltd ATF South Point Trust T/AS
Western Tiger Corporate Advisers. During the year excluding reimbursements, $35,013 (excl. GST) was
paid to Western Tiger Corporate Advisors for project management, administrative, consulting, company
secretarial and corporate advisory services (including advising, preparing of the prospectus and ancillary
services related to the loyalty option offer undertaking in February and March 2019). As at 30 June 2019 no
amount was owing to Western Tiger Corporate Advisors.
Brenton Siggs is a partner of Reefus Geology Services which was paid $67,871 (excl. GST) for geological
work undertaken on the Group’s projects. As at 30 June 2019 the amount payable to Reefus Geology
Services was $14,266 (excl. GST).
Janet Wicks is a director and beneficiary of Western Mining Pty Ltd ATF Western Mining Unit Trust. During
the year Western Mining was paid $35,460 for consulting, management and labour services (not within the
scope of Ms Wick’s role as a director of the Company; primarily in connection with the Company’s
Cue/Murchison project) and rent for a property at CUE. As at 30 June 2019 the amount payable to Western
Mining was $5,200 (excl. GST) for consulting, management and labour services as well as rent.
46
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 23: EQUITY INSTRUMENTS DISCLOSURE - KEY MANAGEMENT PERSONNEL
The Number of shares in which the Directors and Key Management Personnel of the Company held a relevant
interest during the year ended 30 June 2019, including their personally related parties, is set out below:
Working Fully paid ordinary shares
June 2019
Michael Moore
Damien Kelly
Greg Hancock
Brenton Siggs
Janet Wicks
Total
Balance
start of
period
at
the
Granted during
compensation
the year as
Other changes during
the year
Balance at end of the
period
1,000,100
1,250,100
-
500,000
-
2,750,200
-
-
-
-
-
-
625,000
260,000
-
160,000
2,800,000
3,845,000
1,625,100
1,510,100
-
660,000
2,800,000
6,595,200
The Number of options which the Directors and Key Management Personnel of the Company held a relevant
interest during the year ended 30 June 2019, including their personally related parties, is set out below:
Unlisted options
June 2019
Michael Moore
Damien Kelly
Greg Hancock
Brenton Siggs
Janet Wicks
Balance
at start of
the year
1,500,000
1,500,000
500,000
750,000
200,000
Total
4,450,000
Granted
as
compensation
Exercised Lapsed Other
changes
Balance
end of
year
at
the
Vested and
exercisable
Unvested
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
812,550
2,312,550
2,312,550
755,050
2,255,050
2,255,050
-
500,000
500,000
105,000
855,000
855,000
200,000
400,000
400,000
1,872,600
6,322,600
6,322,600
-
-
-
-
-
-
NOTE 24: GOLDEN STATE MINING LIMITED (THE PARENT ENTITY) INFORMATION
JUNE 2019
$
JUNE 2018
$
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
NET ASSETS
Contributed equity
Reserves
Accumulated losses
Total equity
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
2,695,119
4,228
2,699,347
290,829
188,864
479,693
2,219,654
5,196,031
600,943
(3,577,320)
2,219,654
(3,103,478)
-
(3,103,478)
47
284,869
20,459
305,328
102,098
-
102,098
203,230
465,252
211,820
(473,842)
203,230
(473,842)
-
(473,842)
Golden State Mining Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 25: CONTROLLED ENTITIES
Parent entity
Golden State Mining Limited
Subsidiaries
Cue Consolidated Mining Pty Ltd
Crown Mining Pty Ltd
Ownership interest
2019
2018
100%
100%
100%
100%
All members of the consolidated entity are incorporated in Australia.
NOTE 26: SUBSEQUENT EVENTS
Since the reporting date, on 8 August 2019, 375,000 fully paid ordinary shares at $0.08 per share, were issued
as part consideration for drilling services at the Cue project
No other matter or circumstance has arisen since 30 June 2019, which has significantly affected, or may
significantly affect the operations of the Company, the result of those operations, or the state of affairs of the
Company in subsequent financial years.
48
Golden State Mining Limited
DIRECTORS’ DECLARATION
1.
(a)
In the opinion of the Directors of Golden State Mining Limited:
The consolidated financial statements and notes, and the Remuneration Report in the Directors’
Report are in accordance with the Corporations Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2019 and its
performance, for the financial year ended on that date, and
Complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001;
(ii)
(b)
There are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable, and
2.
3.
The directors have been given the declarations required by section 295A of the Corporations Act
2001 from the Managing Director for the financial year ended 30 June 2019.
The financial report also complies with International Financial Reporting Standards as disclosed in
note 2(a) to the consolidated financial statements.
Signed in accordance with a resolution of the Directors.
Michael Moore
Managing Director
27 September 2019
49
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
GOLDEN STATE MINING LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the consolidated financial report of Golden State Mining Limited, the Company
and its subsidiaries, (“the Group”), which comprises the consolidated statement of financial position
as at 30 June 2019, the consolidated statement of profit or loss and other comprehensive income,
the consolidated statement of changes in equity and the consolidated statement of cash flows for
the year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the
Corporations Act 2001, including:
(i)
giving a true and fair view of the Group's financial position as at 30 June 2019 and of its
financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor's Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Group in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements of
the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Emphasis of Matter Relating to Carrying Value of Property Plant and Equipment
Without qualification to the audit opinion expressed above, attention is drawn to the following
matters
Included in the non-current assets of the Group are Property, Plant and Equipment of $179,586.
The recoverability of these non-current assets is dependent on the commercial exploitation of the
assets and/or the sale or recovery of the assets to generate amounts equal to or in excess of the
book values. In the event that the Group is not successful in the commercial exploitation and/or
Liability limited by a scheme approved
under Professional Standards Legislation
sale or recovery of the assets, the realisable value of the Group’s non-current assets may be
significantly less than their current carrying values.
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.
Except for the matter described in the Emphasis of Matter Relating to Carrying Value of Property
Plant and Equipment section, we have determined that there are no other key audit matters to
communicate in our report.
Other Information
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 2019 but does not
include the financial report and our auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group
to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. An audit involves performing
procedures to obtain audit evidence about the amounts and disclosures in the financial report.
The procedures selected depend on the auditor's judgement, including the assessment of the risks
of material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's preparation of the
financial report that gives a true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal control.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting
intentional omissions,
misrepresentations, or the override of internal control.
involve collusion,
from error, as
fraud may
forgery,
An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Directors, as well as evaluating the overall
presentation of the financial report.
We conclude on the appropriateness of the Directors' use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group's ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group to cease to continue as
a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in Internal control
that we identify during our audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit
engagements. We also provide the Directors with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most
significance in the audit of the consolidated financial report of the current period and are therefore
key audit matters. We describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 16 to 19 of the directors’ report for
the year ended 30 June 2019.
In our opinion, the Remuneration Report of Golden State Mining Limited for the year ended 30
June 2019 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
Samir Tirodkar
Director
West Perth, Western Australia
27 September 2019
Golden State Mining Limited
ASX Additional Information
Additional information required by Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows.
The information is current as at 10 September 2019.
(a) Distribution of equity securities Analysis of numbers of equity security holders by size of holding:
Number of
holders
Ordinary shares
Number of shares
S1
1,001
5,001
10,001
100,001
1,000
5,000
10,000
100,000
and over
-
-
-
-
•
•
•
•
•
•
The number of shareholders holding
less than a marketable parcel of shares
are:
6
23
119
215
70
433
29
1,905
92,521
1,146,214
8,598,479
26,787,081
36,626,200
94,426
(b) Twenty largest shareholders of quoted ordinary shares
The names of the twenty largest holders of quoted ordinary shares are:
•
•
Listed ordinary shares
•
•
Number of shares
JEMAYA PL
1 WESTERN MINING PL
2 LEFROY EXPL LTD
3 MOORE MICHAEL J + R H
4 ADVANCED CAP MGNT PL
5 MORTON DAVID GREGORY
6 PERTH SELECT SEAFOODS PL
7 REDROVE EQUIPMENT PL
8
9 PCAS AUST PL
10 BUPRESTID PL
11 SIGGS BRENTON DAVID
12 TRADE HLDGS PL < K H & R M ALLISTER>
13 GUOGA ANTANAS
14 WEIR SCOTT ROBERT + S C
15 HARSHELL INV PL
16 SUBURBAN HLDGS PL
17 DIXTRU PL
18 TARNEY HLDGS PL
19 NATIONAL NOM LTD
20 REDLAND PLAINS PL
54
2,750,000
1,700,000
1,625,100
1,425,100
1,132,000
1,130,000
1,000,000
600,000
587,500
540,302
500,000
500,000
500,000
489,500
450,000
440,000
400,000
400,000
398,996
394,000
16,962,498
Percentage of
ordinary shares
7.51%
4.64%
4.44%
3.89%
3.09%
3.09%
2.73%
1.64%
1.60%
1.48%
1.37%
1.37%
1.37%
1.34%
1.23%
1.20%
1.09%
1.09%
1.09%
1.08%
46.34%
Golden State Mining Limited
(c) Substantial shareholders
The names of substantial shareholders who have notified the Company in accordance with section 671B of the
Corporations Act 2001 are:
Western Mining Pty Ltd ATFT Western Mining Unit Trust; and Janet Lee Wicks,
Anthony Marston Wicks and Daniel Frank Hribar
(d) Voting rights
All fully paid ordinary shares carry one vote per share. All options have no voting rights.
Number of
Ordinary Shares
2,800,000
(e) Unquoted Securities
Class
Number of
Securities
Number
of
Holders
Holders of 20% or more of the class*
Holder Name
-
Number of
Securities
-
Fully paid ordinary shares (escrowed until 8 Nov 2020)
Unlisted $0.25 Options, expiry 26 Oct 2022
6,387,200
2,522,560
Unlisted $0.20 Options, expiry 31 Aug 2020
Unlisted $0.35 Options, expiry 8 Nov 2021
Unlisted $0.25 Options, expiry 8 Nov 2021
550,000
1,000,000
5,110,000
5
15
10
1
9
Zenix Nominees Pty Ltd
Lefroy Exploration
Limited
1,080,830
800,000
-
-
Ms Jill Louise Willetts 1,000,000
1,500,000
Advanced Capital
Management Pty Ltd
Mr Michael James
Moore & Mrs Ruth
Heather Moore
1,500,000
Unlisted $0.25 Options, expiry 8 Nov 2019
6,832,544
142
-
-
55
Golden State Mining Limited
Table 1. As at 16 September 2019 the Company or its subsidiaries (“Group”) had a 100% beneficial interest
in the following tenements:
Number
Cue Murchison Project
E 21/192
E 21/193
P 20/2256
P 20/2257
P 20/2258
P 20/2259
P 20/2260
P 20/2261
P 20/2262
P 20/2263
P 20/2264
P 20/2265
P 20/2266
P 20/2267
P 20/2268
P 20/2269
P 20/2272
P 20/2273
P 20/2274
P 20/2275
L 20/60
L 20/61
L 20/62
L 20/66
L 20/68
L 20/69
L 20/70
L 20/78
M 20/61
M 20/519
M 20/520
M 20/522
M 20/523
M 20/524
M 20/525
M 20/547
P 20/2027
P 20/2118
Holder
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Lefroy Exploration Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
56
Status
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Pending
Live
Live
Live
Live
Live
Live
Live
Pending
Live
Live
P 20/2160
P 20/2162
P 20/2174
P 20/2213
P 20/2214
P 20/2223
P 20/2276
P 20/2319
P 20/2320
P 20/2321
P 20/2322
P 20/2323
P 20/2324
P 20/2325
P 20/2330
P 20/2335
P 20/2336
P 20/2342
P 20/2343
P 20/2344
P 20/2345
P 20/2346
P 20/2349
P 20/2368
P 20/2369
P 20/2370
P 20/2371
P 20/2372
P 20/2373
P 20/2374
P 20/2382
P 21/756
P 21/765
P 21/766
E 20/949
E 20/950
E 20/951
Yule Project
E 47/3503-I
E 47/3507-I
E 47/3508-I
E 45/5570
Golden State Mining Limited
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Western Mining Pty Ltd1
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Western Mining Pty Ltd4
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Western Mining Pty Ltd4
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2
Cue Consolidated Mining Pty Ltd2,3
Cue Consolidated Mining Pty Ltd2,3
Cue Consolidated Mining Pty Ltd2,3
Crown Mining Pty Ltd2
Crown Mining Pty Ltd2
Crown Mining Pty Ltd2
Crown Mining Pty Ltd2
57
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Pending
Live
Live
Pending
Pending
Pending
Pending
Live
Pending
Live
Live
Live
Pending
Pending
Pending
Live
Live
Live
Pending
Golden State Mining Limited
Four Mile Well Project
E 38/3282
Notes:
Crown Mining Pty Ltd2
Live
1. Held in trust for Cue Consolidated Mining Pty Ltd pending transfer.
2. 100% subsidiary of GSM.
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