Flinders Mines Limited ABN 46 091 118 044 Annual Report for the year ended 30 June 2021 Flinders Mines Limited Annual Report - 30 June 2021 Contents Page Corporate Directory Chairman’s Report Directors' Report Auditor’s Independence Declaration Financial Statements Directors’ Declaration Independent Auditor's Report to the Members Additional Information Interest in Mining Tenements Mineral Resources and Ore Reserves Information 3 4 6 15 16 32 33 37 39 40 2 Flinders Mines Limited Corporate Directory Corporate Directory Board of Directors Neil Warburton Independent Non-Executive Chair The Hon. Cheryl Edwardes, AM Independent Non-Executive Deputy Chair Michael Wolley Evan Davies James Gurry Amy Jiang Officers Non-Executive Director Non-Executive Director Independent Non-Executive Director Non-Executive Director Andrew Whitehead General Manager Joint Company Secretaries Sarah Wilson Shannon Coates Registered Office 45 Ventnor Avenue West Perth WA 6005 Telephone: 08 9389 4483 Email: info@flindersmines.com Website: www.flindersmines.com Share Registry Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth WA 6000 Telephone: 08 9323 2000 Website: www.computershare.com.au Auditors KPMG 235 St Georges Terrace Perth WA 6000 Securities Exchange Listing Shares in Flinders Mines Limited are quoted on the Australian Securities Exchange under trading code FMS. 3 Flinders Mines Limited Chairman’s Report Chairman’s Report Dear Shareholders, I am pleased to present the Flinders Mines Limited Annual Report for the financial year ended 30 June 2021, a year that has been a challenging one for the Company. On a positive note on the 4 September 2020 the Company announced that all conditions precedent for the farm-in incorporated joint venture with BBIG had been satisfied or waived and the joint venture could proceed to develop the Company’s flagship Pilbara Iron Ore Project (PIOP) in Western Australia. Since then the PIOP joint venture has formed with BBIG as the operator. BBIG has since been progressing a range of activities during the year including: • Developing further understanding of the PIOP ore body • Stratigraphic reinterpretation of Blacksmith • BFS resource definition programme design completed • Maturing of the preferred mine plan and finalising and documenting the draft mine plan report • Completion of the Anvil rehabilitation programme and completion of the first phase of Blacksmith • rehabilitation and planning for further rehabilitation across Blacksmith. Laboratory based metallurgical test work to better determine ore product design specification and planning associated with a larger field based, next phase metallurgical test work programme. • Continued development on determining the optimum location and layout of the ore processing facility (OPF) at the PIOP. The tenements remain in good standing and the various joint venture obligations are in place. However, BBIG has advised the Company that given the challenges of Covid and the relationship between China and Australia it has made planned funding for PIOP challenging. As a result, BBIG has developed several proposals to progress the development of PIOP and the FMS Board has been focussing on assessing these development options in the best interests of all shareholders. The first of these options was to place both the PIOP mine and the BBIG infrastructure within one corporate group to better facilitate financing. Accordingly, on 7 December 2020 Flinders received the Non-Binding Indicative Offer (NBIO) from BBIG proposing Flinders purchase 100% of the issued share capital of Forge Resources Swan Pty Ltd (FRS), a wholly owned subsidiary of BBIG which holds BBIG’s port and rail subsidiaries and infrastructure, including the agreement under the Railway (BBIG Rail Aus Pty Ltd) Agreement Act 2017 (State Rail Agreement) (Proposed Transaction) for a nominal sum of $1. Also proposed is the assumption of an FRS obligation to BBIG of a 5% royalty, based on the FOB sales value of all product handled at the FRS facilities at the Balla Balla Port. In support of third-party costs directly associated with progressing the Proposed Transaction, the Company reached an agreement with BBIG whereby BBIG would advance $1m. The funds were received in 3 equal instalments in January 2021, March 2021, and April 2021. Should a fully approved transaction result from the NBIO, then the Company will reimburse the funds to BBIG or offset against any monies owed by BBIG to the Company from termination of the farm-in incorporated joint venture on the later of the completion date or 31 December 2021. If no Transaction eventuates then funds drawn down at that date are not repayable. A Board sub-committee made up of myself, Independent Directors Cheryl Edwardes and James Gurry and the General Manager Dr Andrew Whitehead was formed along with the appointment of independent external advisers to assess and negotiate the concept put forward by BBIG. Negotiations with BBIG on this option have not concluded. The second of these options is to amend the current approved transaction documents between BBIG and FMS to enable use of a road infrastructure solution. This would enable the Company to potentially accelerate project development than under the current arrangements through a lower cost and faster infrastructure solution while retaining the option to build the proposed rail line. These discussions were announced to the market in 22 July 2021 and are ongoing. The same Board sub-committee consisting of the Independent Directors are leading these discussions with BBIG. During the year, an exploration programme was completed at the Canegrass Project. A drilling programme was conducted consisting of ~20 RCP drill holes designed to infill and test for shallower higher-grade vanadium- titanium-magnetite (VTM) zones within the Mineral Resource. Overall, the drilling programme was successful in intersecting VTM mineralisation grading greater than the Mineral Resource reported grade of 0.64% V2O5. The analytical results indicate that while the better vanadium results are associated with the more intense magnetite segregations, significant vanadium is also present in intervals of gabbro hosting high contents of disseminated magnetite. Results were announced to the market on 21 January 2021. 4 Flinders Mines Limited Chairman’s Report During the year we welcomed the appointment of Ms Amy Jiang, as a nominee Director of the Company’s second largest shareholder, OCJ Investment (Australia) Pty Ltd (OCJ). Ms Jiang, who is the Company Secretary and Executive Manager of OCJ, holds a Bachelor of Arts and is in her final year of a Juris Doctor, both from the University of Sydney. On 9 June 2021, the Company announced that an advance to the predicted shortfall amount under the Farm-In Agreement had been agreed with BBIG, resulting in the Company receiving $2.0 million. Under the terms of the Farm-In Agreement, BBIG must spend $15.0 million each year and if those funds are not spent, it must contribute the difference to the Company. BBIG and the Company have agreed that the shortfall due to be paid to the Company for the first year which ended 2 September 2021 is approximately $5.48m, post the $2 million Shortfall advance in June 2021. The Company ended the financial year with $2.9 million in cash and a long-term unsecured fully drawn debt facility with a principal amount of $3 million, repayable by 30 June 2022. In conclusion, I would like to thank the Board and our staff for their significant contribution to the Company and all shareholders for their continued support. The progress made during the 2021 financial year in a challenging period is positive and the options being developed for alternative development of PIOP are potentially attractive for FMS shareholders. I look forward to reporting further progress during the 2022 financial year. Neil Warburton Chairman Perth, Western Australia 30 September 2021 5 Flinders Mines Limited Directors’ Report Directors' Report Your Directors present their report on the Consolidated Entity comprising Flinders Mines Limited (the Company or Flinders) and its controlled entities (the Group) for the financial year ended 30 June 2021. Directors The following persons held office as Directors of Flinders Mines Limited from the start of the financial year to the date of this report, unless otherwise stated. Name Neil Warburton The Hon. Cheryl Edwardes AM Michael Wolley Evan Davies James Gurry Amy Jiang Title Independent Non-Executive Chair Independent Non-Executive Deputy Chair Non-Executive Director Non-Executive Director Independent Non-Executive Director Non-Executive Director Appointment 19 October 2016 17 June 2019 19 October 2016 19 October 2016 18 September 2019 5 March 2021 Company Secretary Ms Sarah Wilson was appointed on 20 November 2018 as Company Secretary. On 30 August 2019, Ms Shannon Coates was appointed as Joint Company Secretary. Information on Directors Neil Warburton Qualifications Experience Independent Non-Executive Chair Assoc. MinEng WASM, MAusIMM, FAICD Mr Warburton has over 40 years’ experience in corporate and all areas of mining operations. Mr Warburton held senior positions with Barminco Limited culminating in being the Chief Executive Officer from August 2007 to March 2012. He successfully grew Barminco into Australia and West Africa’s largest underground hard rock mining contractor before expanding to non-executive director roles with ASX listed and private mining companies. Interest in FMS Shares and Options at the date of this report Nil Special responsibilities Chair of Nominations and Remuneration Committee and member of Audit and Risk Committee. Directorships held in other ASX listed entities in the last three years The Hon. Cheryl Edwardes, AM Qualifications Experience Interest in FMS Shares and Options at the date of this report Special responsibilities Directorships held in other ASX listed entities in the last three years Previously a Non-Executive Director of Coolgardie Minerals Limited (July 2017 to May 2020) and IGO Limited (October 2015 to October 2020). Independent Non-Executive Deputy Chair LLM, B. Juris, BA A lawyer by training, Mrs Edwardes is former Minister in the Western Australian Legislative Assembly with extensive experience and knowledge of WA’s legal and regulatory framework relating to mining projects, environmental, native title and heritage and land access. Mrs Edwardes was appointed in August 2017 as a part-time member of the Foreign Investment Review Board for a five-year period. Ms Edwardes assists the clients of FTI Consulting within a range of complex statutory approvals required for resources and infrastructure projects. She also chairs the Port Hedland International Airport. 20,646 fully paid ordinary shares. Member of Audit and Risk Committee and Nominations and Remuneration Committee. Non-Executive Director of Vimy Resources Limited (May 2014 to date) and Nuheara Limited (January 2020 to date). Previously a Non-Executive Director of CropLogic Limited (March 2018 to February 2019) and AusCann Group Holding Limited (May 2016 to January 2020). 6 Michael Wolley Qualifications Experience Flinders Mines Limited Directors’ Report Non-Executive Director BE (Chemical and Materials, 1st Class Hons), MMan Mr Wolley had a 15-year career with Mobil Oil Australia Pty Ltd in a range of roles including engineering, operations, strategic planning and business development. Mr Wolley was previously Chief Operating Officer for Lynas Corporation and is currently Vice President Minerals for the Todd Corporation. Mr Wolley is a nominee Director of the Company’s largest shareholder, TIO (NZ) Limited. Interest in FMS Shares and Options at the date of this report Nil Special responsibilities Member of Nominations and Remuneration Committee and Audit and Risk Committee. Directorships held in other ASX listed entities in the last three years Previously a Non-Executive Director of Wolf Minerals Limited (June 2013 to October 2018). Evan Davies Qualifications Experience Non-Executive Director BTP, MSc, MPhil Mr Davies has previously held leadership roles in Rainbow Corporation and Brierley Properties Group (New Zealand). Mr Davies was Managing Director of Sky City Entertainment Group (New Zealand) from 1996 to 2007, which he grew from a single site to have business operations through New Zealand and Australia. Mr Davies has been Managing Director of Todd Properties Group since 2008. Mr Davies is a nominee Director of the Company’s largest shareholder, TIO (NZ) Limited Interest in FMS Shares and Options at the date of this report Nil Special responsibilities Member of Nominations and Remuneration Committee and Audit and Risk Committee. Directorships held in other ASX listed entities in the last three years Nil James Gurry Qualifications Experience Interest in FMS Shares and Options at the date of this report Special responsibilities Independent Non-Executive Director B.Com (Hons), CA, GAICD Mr Gurry is a leading equity analyst with extensive research experience in the iron ore sector. His most recent role was as Director – Corporate & Investment Bank, and Head of Natural Resources Equity Research with Deutsche Bank Equities Australia, and previous roles have included equity research with Credit Suisse Equities in both Sydney and London where he was Head of Mining Company Research. He started his career in the Transaction Advisory Services Division of Ernst & Young, Melbourne 45,493 fully paid ordinary shares. Chair of Audit and Risk Committee and member of Nominations and Remuneration Committee. Directorships held in other ASX listed entities in the last three years Nil 7 Amy Jiang Qualifications Experience Flinders Mines Limited Directors’ Report Non-Executive Director B.Arts, GAICD and GIA (Affiliated) Ms Jiang has more than 13 years’ experience in management and corporate governance within the mining and resources sector. Ms Jiang is currently company secretary and executive manager and nominee director of OCJ Investment (Australia) Pty Ltd, the second largest shareholder of Flinders Mines Limited. Ms Jiang is a member and graduate of the Australia Institute of Company Directors and an affiliate member of the Governance Institute of Australia. She holds a Bachelor of Arts (Management and Performance Studies) from The University of Sydney and is currently in her final year of a Juris Doctor at The University of Sydney. In addition, Ms Jiang is currently completing a Graduate Diploma of Applied Corporate Governance and Risk Management at the Governance Institute of Australia. Interest in FMS Shares and Options at the date of this report Nil Special responsibilities Member of Audit and Risk Committee and Nominations and Remuneration Committee. Directorships held in other ASX listed entities in the last three years Nil Shannon Coates Joint Company Secretary Qualifications Experience LLB, BA(Jur), GAICD, GIA Ms Coates is a non-executive director and Chartered Secretary. She is a qualified lawyer and has over 20 years’ experience in corporate law and compliance. Ms Coates is currently Managing Director of Evolution Corporate Services, a boutique corporate advisory firm providing company secretarial and corporate advisory support to boards and various committees across a variety of industries including resources, oil and gas, manufacturing and technology. Sarah Wilson Joint Company Secretary Experience Meeting of Directors Ms Wilson is a Corporate Advisor with Evolution Corporate Services Pty Ltd and has over 10 years’ experience in company secretarial, corporate advisory and corporate governance roles, which have included the provision of company secretarial services to a number of resource companies. Ms Wilson holds a Certificate in Governance Practice and is a Certified Member of the Governance Institute of Australia. The numbers of meetings of the Company's Board of Directors and of each Board committee held during the year ended 30 June 2021, and the numbers of meetings attended by each Director were: N Warburton C Edwardes M Wolley E Davies J Gurry A Jiang1 Board Audit & Risk Committee Nominations & Remuneration Committee A 17 17 17 17 17 4 B 16 16 17 15 17 4 A 2 2 2 2 2 0 B 2 2 2 1 2 12 A 1 1 1 1 1 1 B 1 1 1 1 1 1 A = Number of meetings held during the time the Director held office or was a member of the committee during the year. B = Number of meetings attended. 1 Miss Jiang was appointed on 5 March 2021. 2 Miss Jiang attended one Audit & Risk Committee meeting by invitation, prior to her appointment to the Committee. 8 Flinders Mines Limited Directors’ Report Principal Activities The Group's principal continuing activities during the year consisted of governance and oversight of the Pilbara Iron Ore Project (PIOP) in Western Australia which is the subject of a Farm-In Agreement with BBI Group Pty Ltd (BBIG) and discussions commenced with BBIG in relation to a potential ownership restructuring opportunity of the infrastructure associated with the PIOP integrated project. Mineral exploration also continued on the Group’s Canegrass Project in Western Australia. There were no significant changes in the nature of the activities of the Group during the year other than as stated above. Dividends No dividends have been declared or paid during the financial year (2020: $nil). Operating Results and Financial Position The net result of operations for the financial year was a loss of $3.482 million (2020: loss of $8.086 million). Review of Operations Corporate Director and Management Changes On 5 March 2021, Ms Amy Jiang was appointed as a Non-executive Director of the Company as a nominee of the Company’s second largest shareholder, OCJ Investment (Australia) Pty Ltd (OCJ). Ms Jiang is Company Secretary and Executive Manager of OCJ. PIOP Farm-In Transaction On 4 September 2020, the Company announced that all conditions precedent to the Farm-In Agreement with BBIG had been completed and that BBIG would be able to continue advancing the feasibility studies for the development of the Company’s PIOP and perform its other obligations under the Farm-IN Agreement for its initial 10% voting interest in the incorporated joint venture vehicle, PIOP Mine Co NL. The Company retains 100% economic ownership of PIOP Mine Co NL until a final investment decision is made under the Farm-In Agreement. Following completion of the Farm-In Agreement, BBIH Pty Limited (BBIH), a wholly owned subsidiary of BBIG, was appointed Manager of the PIOP. The Company’s independent Directors remain as Directors of PIOP Mine Co NL along with a nominee from BBIG. NBIO Proposal from BBIG On 14 December 2020, the Company announced that it had received a non-binding indicative offer (NBIO) from BBIG in relation to a potential ownership restructuring opportunity of the infrastructure associated with the Company’s PIOP. BBIG approached the Company to commence a discussion about a potential transaction that would result in the Group retaining 100% ownership of the PIOP as well as 100% of BBIG’s port and rail infrastructure assets. BBIG has proposed that the development of the BBIG infrastructure and the PIOP mine as an integrated project within one corporate group would better facilitate financing of the project development. On 15 January 2021, the Company announced that it had entered into a Funding Agreement with BBIG, whereby BBIG had agreed to provide funding support of up to $1.0 million to the Company for third party costs incurred by the Company in progressing discussions with BBIG on the NBIO. The funding is only repayable if an agreement is executed by 31 December 2021 and subsequently completed, with payment due on the latter of the completion date and 31 December 2021. On 9 June 2021, the Company announced that an advance to the predicted shortfall amount under the Farm-In Agreement had been agreed with BBIG, resulting in the Company receiving $2.0 million. Under the terms of the Farm-In Agreement, BBIG must spend $15.0 million each year and if those funds are not spent, it must contribute the difference to the Company. In September 2021, the Company received notification from BBIG that there was a further shortfall of $5.486 million to the minimum annual expenditure of $15.0 million required under the Farm-In Agreement. Under the terms of the Farm-In Agreement, this $5.486 million is to be remitted to Flinders, with the expectation the funds will be received in November 2021. The Company also held initial preliminary discussions with BBIG on a staged development approach that would accommodate a potential trucking operation prior to rail using the existing Farm-In Agreement framework. Share Consolidation On 27 November 2020, the Company completed a 1 for 25 share consolidation as approved by shareholders at its Annual General Meeting on 20 November 2020. 9 Flinders Mines Limited Directors’ Report Pilbara Iron Ore Project, Western Australia BBIH, as Manager of the Company’s PIOP, continued to progress the development of the PIOP integrated project pursuant to the Farm-In Agreement, that was completed with BBIG in the September 2020 quarter. BBIH carried out a range of activities associated with the advancement of the PIOP Feasibility Study including: • • • The first phase of Blacksmith rehabilitation (capping of existing open holes) was completed. Water dipping and monitoring activities were also conducted to capture essential monitoring data. Site familiarisation activities were undertaken by members of the team to gain a better understanding of the PIOP areas including mining, heritage and environmental risks. The Department of Mines Industry Regulation and Safety (DMIRS) have provided final approval for the consolidated programme of works (POW) that agglomerates some 20 pre-existing POWs with outstanding rehabilitation obligations, all relating to the PIOP tenements. The award of contracts and safe mobilisation of contractors for the Blacksmith camp upgrade and rehabilitation programme will be a major focus area for July and August. Key activities planned for next period include: • The Blacksmith rehabilitation programme is anticipated to commence in mid-August upon completion of camp upgrade works. A scope of work has been issued to civil contracting companies with a request for quotation. Civil contractors will be engaged to execute this work with selection and prequalification anticipated for late July. • Review and approval of the Camp and Rehabilitation contractors Health, Safety and Environmental Management Systems (HSEMS) will commence pending issue of all signed contracts and PO’s. Contractors are only permitted to mobilise once compliance to the BBI HSEMS has been achieved. Canegrass, Western Australia The Company engaged CSA Global Pty Ltd to design and execute an exploration programme that included both soil sampling and a drilling programme. Soil sampling programme A soil geochemical sampling programme was completed within E58/520, E58/521 and E58/522, which included several rock samples of potentially gold bearing quarts float and selected soil samples and rock samples within E58/236 and E58/282. The soil sampling within E58/520 and E58/522 targeted potentially gold bearing structural trends south of the Honeypot gold prospect. The soil sampling within E58/521 was designed to test for possible platinum group metals across the interpreted contact between the upper and middle units of the Windimurra Igneous Complex. Drill programme Ten RCP drill holes over E58/232 and E58/282 were completed, which were designed to infill and test for shallower higher-grade vanadium-titanium magnetite (VTM) zones within the Mineral Resource VTM mineralisation. Results of the programme were announced to the ASX on 21 January 2021. COVID-19 Pandemic Response In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organisation. At the date of this report, the pandemic, together with the various Government measures so far introduced, have not significantly affected the Company itself, as outlined below. The Company has implemented controls as necessary to protect the health and safety of its workforce and their families while ensuring a safe environment to allow activities to continue. The Company’s COVID-19 response protocols reinforce and operate concurrently with public health advice to include: • • • • • • social distancing protocols; suspension of large indoor gatherings; cancellation of all non-essential travel; flexible and remote working plans for employees; self-isolation following international travel, development of symptoms, or interaction with a confirmed case of COVID; and increased focus on cleaning and sanitation. No adjustments have been made to the Group’s result as at 30 June 2021 for the impacts of COVID-19. However, the scale and duration of possible future Government measures, and their impact on the Company’s activities, necessarily remains uncertain. Likely Developments and Business Strategies The likely developments of the Group and the expected results of those developments are as follows: • Continuation of the BBIH managed feasibility study on the PIOP; and • Continue active exploration activity at the Group’s Canegrass tenements in Western Australia. 10 Flinders Mines Limited Directors’ Report Events Subsequent to the End of the Reporting Period In September 2021, the Company received notification from BBIG that there was a further shortfall to the advance of $2.000 million received in June 2021, of $5.486 million to the minimum annual expenditure of $15.0 million required under the Farm-In Agreement. Under the terms of the Farm-In Agreement, this $5.486 million is to be remitted to Flinders, with the expectation the funds will be received in November 2021. No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. Environmental Regulation The Group's operations are subject to significant environmental regulation under both Commonwealth and relevant State legislation in relation to the discharge of hazardous waste and materials arising from any exploration or mining activities and development conducted by the Group on any of its tenements. Subject to ongoing rehabilitation, the Group believes it has complied with all environmental obligations. Heritage and Community Relations The Company recognises the importance of establishing relationships with the Traditional Owners that are based on trust and mutual advantage and are respectful of the needs and concerns of the communities located within the regions in which it operates. The Company has agreements in place with the Traditional Owners and is committed to building strong relationships by: Improving cross-cultural awareness through training and education; • Being open and transparent in its communications; • • Developing community relations management procedures that include business alliances; • Being sensitive to the values and heritage issues of the local communities; and • Being a good neighbour. Audited Remuneration Report Remuneration Report This report sets out the remuneration arrangements in place for Directors and senior management of the Company and the Group in accordance with the requirements of the Corporations Act 2001 and its regulations. For the purposes of the report, Key Management Personnel (KMP) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any Director (whether Executive or otherwise) of the Company. Key Management Personnel Covered in this Report The names and positions of the KMP of the Company and the Group during the financial year were: Neil Warburton The Hon. Cheryl Edwardes AM Michael Wolley Evan Davies James Gurry Amy Jiang Andrew Whitehead Remuneration Governance Independent Non-Executive Chair Independent Non-Executive Deputy Chair Non-Executive Director Non-Executive Director Independent Non-Executive Director Non-Executive Director (appointed 5 March 2021) General Manager The Nominations and Remuneration Committee is a sub-committee of the Board. It is primarily responsible for making recommendations and assisting the Board to: • • ensure that it is of an effective composition, size and commitment to adequately discharge its responsibilities and duties; independently ensure that the Company adopts and complies with remuneration policies that attract, retain and motivate high calibre executives and Directors to encourage enhanced performance by the Company; and • motivate Directors and management to pursue the long-term growth and success of the Company within an appropriate framework. Use of Remuneration Consultants No remuneration consultants were engaged in the year ending 30 June 2021. Executive Remuneration Policy and Framework The Group's policy for determining the nature and amounts of emoluments of senior executives is as follows: In determining executive remuneration, the Board aims to ensure that remuneration practices are: • • competitive and reasonable, enabling the Company to attract and retain key talent; and aligned to the Company's strategic and business objectives and the creation of shareholder value. The remuneration of the Company’s General Manager, Dr Whitehead, is determined by the Directors as part of the terms and conditions of his employment which are subject to review from time to time. The employment conditions for Dr Whitehead’s role were formalised in a Contractor Agreement. 11 Flinders Mines Limited Directors’ Report Dr Whitehead’s term commenced on 17 June 2020 and the Contractors Agreement details the consulting fee per day, a maximum number of days per week during which the services are to be performed, term of the agreement and notice period. Terms of Employment Dr Whitehead’s terms of employment as General Manager was formalised in a Contractor Agreement and contained the following material terms: Name A Whitehead Compensation $6,000 per week (4 days per week) Notice Period and Term Term to 16 September 2022, with a further 3 month extension at the election of the Company. Notice period of 30 days. Non-Executive Directors Remuneration Policy Non-Executive Directors receive a Directors fee and are eligible for fees for extra exertion and consulting services, at the discretion of the full Board. Fees provided to Non-Executive Directors are inclusive of superannuation and salary sacrifice, if applicable. Fees are reviewed annually by the Board's Nominations and Remuneration Committee considering comparable roles and market data provided by an independent remuneration adviser. Non-Executive Directors fees are determined within an aggregate Directors' fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $750,000 per rolling 12-month period and was approved by shareholders at the Annual General Meeting on 6 November 2009. The Board may apportion any amount up to this maximum amount amongst the Non-Executive Directors as it determines. Directors are also entitled to be paid reasonable travel, accommodation and other expenses incurred in performing their duties as Directors. Non-Executive Directors do not participate in schemes designed for remuneration of executives, nor do they receive options or bonus payments and are not provided with retirement benefits other than salary sacrifice and statutory superannuation. For the year ended 30 June 2021, the Board resolved to reduce the Director fees paid to the Non-Executive Chairperson from $188,000 to $100,000 per annum and Non-Executive Directors from $119,000 to $70,000 per annum. During the year ended 30 June 2020, Messrs Warburton, Gurry and Ms Edwardes and Ms Coates were paid additional fees as detailed in the table below in relation to the considerable additional time committed by the independent Non-Executive Directors during the PIOP infrastructure review process, BBIG transaction negotiations and associated meetings. Details of Remuneration The following tables show details of the remuneration received by the Directors and KMP of the Group for the current and previous financial year. 2021 Non-Executive Directors N Warburton 3 C Edwardes 3 M Wolley 1 E Davies 1 J Gurry 3 A Jiang 2 Subtotal Non-Executive Directors Other KMP A Whitehead Total Salary & Service Contract $ 107,500 77,563 70,000 70,000 70,745 20,653 416,461 247,500 663,961 Superannuation Total $ - 7,437 - - 6,755 1,962 16,154 - 16,154 $ 107,500 85,000 70,000 70,000 77,500 22,615 432,615 247,500 680,115 1 Messrs Wolley and Davies Non-Executive Director Fees are paid directly to the Company’s major shareholder, TIO. 2 Ms Jiang was appointed on 5 March 2021. 3 The Independent Non-Executive Directors are remunerated by the Company in relation to their non-executive directorships of PIOP Mine Co NL, a wholly owned subsidiary of the Company. As Chair of PIOP Mine Co NL, Ms Edwardes’ remuneration is $5,000 per meeting and Messrs Warburton and Gurry is $2,500 per meeting. There has been 3 PIOP Mine Co NL meetings held in the year ending 30 June 2021. 12 2020 Salary & Service Contract Additional Fees 2 188,000 108,676 119,000 119,000 86,523 43,331 664,530 $ Non-Executive Directors N Warburton C Edwardes M Wolley 1 E Davies 1 J Gurry S Coates 4 Subtotal Non- Executive Directors Other KMP D McAdam A Whitehead 5 Subtotal Other KMP Total 942,500 6,000 948,500 1,613,030 Flinders Mines Limited Directors’ Report Success Fee 3 Super- annuation Total $ - - - - - - - $ $ - 10,324 - - 8,220 4,116 22,660 233,000 229,000 119,000 119,000 124,743 84,447 909,190 PIOP Infrastructure Committee Chair Fee $ - 50,000 - - - - 50,000 $ 45,000 60,000 - - 30,000 37,000 172,000 - - - - - - 200,000 - 200,000 - - - 1,142,500 6,000 1,148,500 172,000 50,000 200,000 22,660 2,057,690 1 Messrs Wolley and Davies Non-Executive Director Fees are paid directly to the Company’s major shareholder, TIO. 2 These additional fees are noted in the Non-Executive Director Remuneration Policy section and are excluded from the maximum aggregate Director fee pool of $750,000 per rolling 12-months. 3 Mr McAdam was paid a success fee as a result of the successful outcome of the General Meeting held in March 2020 as noted in the Executive Remuneration Policy and Framework section. 4 Ms Coates resigned on 25 November 2019. 5 Dr Whitehead was appointed on 17 June 2020. No remuneration exercised/lapsed during the years ended 30 June 2021. linked is to performance and no share-based payments were received/granted or Share holdings Name N Warburton C Edwardes M Wolley E Davies J Gurry A Jiang A Whitehead Name N Warburton C Edwardes M Wolley E Davies J Gurry S Coates D McAdam A Whitehead Held at 1 July 2020 - 20,646 - - 40,493 - - Held at 1 July 2019 - - - - - - - - Granted as compensation - - - - - - - Granted as compensation - - - - - - - - On exercise of options/rights - - - - - - - On exercise of options/rights - - - - - - - - Other Changes Held at 30 June 2021 - - - - 5,000 - - - 20,646 - - 45,493 - - Other Changes Held at 30 June 2020 - 20,646 - - 40,493 - - - - 20,646 - - 40,493 - - - On 27 November 2020, the Company completed a 1 for 25 share consolidation as approved by shareholders at its Annual General Meeting on 20 November 2020. The holdings in the above table have been adjusted to reflect this. Other changes refer to sales/purchases on market and participation in entitlement offers. There were no shares granted during the reporting period as compensation (2020: nil). 13 Flinders Mines Limited Directors’ Report Other Transactions with KMP and their Related Parties During the year ended 30 June 2021, the Company paid Director fees to TIO, its major shareholder, for Director services provided by Messrs Wolley and Davies. The total value of these services was $140,000 (2020: $238,000). During the year ended 30 June 2021, the Company received a $1m loan from BBI Group Pty Ltd (BBIG), a subsidiary of the Company’s major shareholder, to provide support for third party costs incurred by the Company in progressing discussions with BBIG in relation to the potential ownership restructuring opportunity of the infrastructure associated with the Group’s Pilbara Iron Ore Project. The funding is only repayable if a transactions results from the discussions and subsequently completes on the later of the completion date and 31 December 2021. As at 30 June 2021, these discussions are continuing. During the year ended 30 June 2021, the Company received an advance of $2.0 million in relation to the expected shortfall to the minimum annual expenditure of $15.0 million required under the Farm-In Agreement with BBIG. As at 30 June 2021, the Company has an unsecured $3.000 million loan with PIO Mines Pty Ltd, a subsidiary of the Company’s major shareholder TIO NZ Limited, repayable on 30 June 2022. Interest is capitalised annually at a rate of BBSW plus a 2% margin. The value of interest capitalised at 30 June 2021 is $187,911 (2020: $122,409). The above transactions are all entered into at arm’s length terms. Voting and comments made at the Company’s 2020 Annual General Meeting At the Company’s 2020 Annual General Meeting (AGM), there were no comments or queries on the remuneration report. However, 29.62% of shareholders voted against the remuneration report resulting in a strike. At the 2019 AGM, 31.89% of votes were cast against the remuneration report, resulting in a second strike. At this Shareholder’s Meeting, the Company included a contingent resolution to hold another general meeting within 90 days (Spill Meeting) if a second strike occurred. 64.45% of Shareholders voted against a Spill Meeting. In the year ending 30 June 2021, the Board resolved to reduce the fees paid to the Non-Executive Chairperson from $188,000 to $100,000 per annum and Non-Executive Directors from $119,000 to $70,000 per annum. End of the Audited Remuneration Repot. Options Granted over Unissued Shares There are no unissued ordinary shares of Flinders Mines Limited under option at the date of this report. Non- Audit Services No non-audit services were provided by the Company’s auditor, KPMG. 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 the following page. Indemnification of Auditors The Company has not indemnified its auditors, KPMG. Indemnification and Insurance of Officers The Company has taken out an insurance policy insuring Directors and Officers of the Company against any liability arising from a claim bought by a third party against the Company or its current or former Directors or Officers and against liabilities for costs and expense incurred by them in defending any legal proceedings arising out of their conduct while acting in their capacity as a Director or Officer of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The Company indemnifies each of the Directors and Officers of the Company. Under its Constitution, the Company will indemnify those Directors or Officers against any claim or for any expenses or costs which may arise as a result of work performed in their respective capacities as Directors or Officers of the Company or any related entities. Rounding The amounts contained in the financial report have been rounded to the nearest $1,000 (unless otherwise stated) pursuant to the option available to the Company under ASIC Legislative Instrument 2016/191. The Company is an entity to which this class order applies. This report is made in accordance with a resolution of Directors. Neil Warburton Independent Non-Executive Chair Perth, Western Australia 30 September 2021 14 Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Flinders Mines Limited I declare that, to the best of my knowledge and belief, in relation to the audit of Flinders Mines Limited for the financial year ended 30 June 2021 there have been: i. ii. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. KPMG KPM_INI_01 R Gambitta Partner Perth 30 September 2021 PAR_SIG_01 PAR_NAM_01 PAR_POS_01 PAR_DAT_01 PAR_CIT_01 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation Flinders Mines Limited Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2021 Finance income Other income Administrative & other expenses Finance costs Loss before income tax Income tax expense Loss for the year Items that may be reclassified to profit or loss: Other comprehensive income Other comprehensive loss for the year attributable to owners of the Company Loss per share attributable to ordinary equity holders: Basic and diluted loss per share Notes 5 5 5 5 6 7 2021 $’000 9 76 (3,501) (66) (3,482) - (3,482) - (3,482) Cents (2.062) The above statement should be read in conjunction with the accompanying notes. 2020 $’000 17 29 (7,873) (211) (8,038) (48) (8,086) - (8,086) Cents (4.932) 16 Current assets Cash and cash equivalents Restricted cash Trade and other receivables Other current assets Total current assets Non-current assets Exploration and evaluation Total non-current assets Total assets Current liabilities Trade and other payables Loans and borrowings Provisions Total current liabilities Non-current liabilities Loans and borrowings Provisions Total non-current liabilities Total liabilities Net assets Equity Contributed equity PIOP Class B Reserve Accumulated losses Total equity Flinders Mines Limited Consolidated Statement of Financial Position As at 30 June 2021 Notes 8 9 10 11 12 13 14 13 14 15 16 2021 $’000 2,938 747 40 7,452 11,177 73,761 73,761 84,938 1,336 3,188 1,553 6,077 - 2,182 2,182 8,259 2020 $’000 4,101 - 47 405 4,553 64,982 64,982 69,535 502 - 85 587 3,122 665 3,787 4,374 76,679 65,161 160,694 15,000 (99,015) 76,679 160,694 - (95,533) 65,161 The above statement should be read in conjunction with the accompanying notes. 17 Contributed equity $’000 147,064 - - Balance at 1 July 2019 Loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners: Contributions of equity, net of costs Balance as at 30 June 2020 13,630 160,694 Loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners: Issue of PIOP B Class Shares Contributions of equity, net of costs - - - - Balance as at 30 June 2021 160,694 Flinders Mines Limited Consolidated Statement of Changes in Equity For the year ended 30 June 2021 Accumulated losses $’000 PIOP Class B Reserve $’000 Total equity $’000 - - - - - - - (87,447) (8,086) (8,086) 59,617 (8,086) (8,086) - (95,533) (3,482) (3,482) 13,630 65,161 (3,482) (3,482) 15,000 - 15,000 - - (99,015) 15,000 - 76,679 The above statement should be read in conjunction with the accompanying notes. 18 Flinders Mines Limited Consolidated Statement of Cash Flows For the year ended 30 June 2021 Notes Cash flows from operating activities Payments to suppliers and employees Interest expense Interest received Net cash outflow from operating activities 8 Cash flows from investing activities Payments for exploration activities Net cash outflow from investing activities Cash flows from financing activities Proceeds from issues of shares Transaction costs Proceeds from issues of PIOP Mine Co NL Class B Shares Proceeds from borrowings Repayment of borrowings Net cash inflow from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 1 8 2021 $’000 (3,701) - 9 (3,692) (5,647) (5,647) - - 7,923 1,000 - 8,923 (416) 4,101 3,685 2020 $’000 (7,868) (120) 17 (7,971) (3,209) (3,209) 13,743 (162) - 7,000 (7,000) 13,581 2,401 1,700 4,101 1This amount includes $0.747 million of cash held by PIOP Mine Co NL which is the incorporated Joint Venture vehicle under which the Farm-In Agreement with BBI Group Pty Ltd operates. This cash is only available for use to progress the feasibility study of the Pilbara Iron Ore Project. Refer to Note 9. The above statement should be read in conjunction with the accompanying notes. 19 Flinders Mines Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2021 1 Corporate information The consolidated financial report of Flinders Mines Limited for the year ended 30 June 2021 was authorised for issue in accordance with a resolution of the Directors on 30 September 2021. The Board of Directors has the power to amend the consolidated financial statements after issue. Flinders Mines Limited (the ‘Company’ or ‘Flinders’) is a for-profit company limited by shares whose shares are publicly traded on the Australian Securities Exchange. The Company and its subsidiaries were incorporated and domiciled in Australia. The registered office and principal place of business of the Company is 45 Ventnor Avenue, West Perth, WA 6005. The amounts contained in the financial report have been rounded to the nearest $1,000 (unless otherwise stated) pursuant to the option available to the Company under ASIC Instrument 2016/191. The Company is an entity to which this Instrument applies. 2 Reporting entity The Consolidated Financial Statements comprise of the Company and its subsidiaries, (together referred to as the ‘Consolidated Entity’ or the ‘Group’). 3 Basis of preparation The Consolidated Financial Statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. The Consolidated Financial Statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements have been prepared under the historical cost convention except for certain financial assets and liabilities which are required to be measured at fair value. a) Basis of consolidation Subsidiaries are all 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 could affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. 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 an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. b) Goods and services tax (‘GST’) Revenues, expenses and assets are recognised net of the amount of GST except: • when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables, which are stated with the amount of GST included. • The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the statement of cash flows on a net basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. c) Comparatives When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. 20 Flinders Mines Limited Notes to the Consolidated Financial Statements For the year ended 30 June 2021 4 Segment information Identification of reportable segments Management has determined the operating segments based on the reports reviewed and used by the Board of Directors (the chief operating decision maker) that are used to make strategic decisions. The Group is managed primarily based on geographical area of interest, since the diversification of Group operations inherently has notably different risk profiles and performance assessment criteria. Operating segments are therefore determined on the same basis. Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following: • • external regulatory requirements geographical and geological styles Operations The Group has exploration operations in iron ore mineralisation, gold and base metals. The costs associated with the Pilbara Iron Ore Project are reported on in the Pilbara Iron Ore segment and the costs associated with Canegrass gold and base metals are reported in the Canegrass segment. Accounting policies developed Unless stated otherwise, all amounts reported to the Board of Directors as chief decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the Consolidated Financial Statements of the Group. 2021 Segment result Capital expenditure Total segment assets Total segment liabilities 2020 Segment result Capital expenditure Total segment assets Total segment liabilities Pilbara Iron Ore $’000 - 9,243 72,271 3,770 - 2,387 63,028 823 Canegrass $’000 - 283 2,237 - - 719 1,954 12 A reconciliation of segment loss to operating loss before income tax is provided as follows: Total segment loss Finance income Other income Administrative and other expenses Finance cost Loss before income tax Reportable segments' assets are reconciled to total assets as follows: Segment assets Unallocated: Cash and cash equivalents Trade and other receivables Other current assets Total assets 2021 $’000 - 9 76 (3,501) (66) (3,482) 2021 $’000 74,508 2,938 40 7,452 84,938 Reportable segments' liabilities are reconciled to total liabilities as follows: Segment liabilities Unallocated: Trade and other payables Loans and borrowings Total liabilities 2021 $’000 3,770 1,301 3,188 8,259 Total $’000 - 9,526 74,508 3,770 - 3,106 64,982 835 2020 $’000 - 17 29 (7,873) (211) (8,038) 2020 $’000 64,982 4,101 47 405 69,535 2020 $’000 835 417 3,122 4,374 21 5 Income and expenses Finance revenue Interest received Other income Other income Administrative expenses Compliance Insurance Consultants Administration costs Salary and Wages (including Director Fees) Legal costs Occupancy costs Other Finance expense Interest expense Bank fees 6 Income tax expense Flinders Mines Limited Notes to the Consolidated Financial Statements 30 June 2021 2021 $’000 9 76 (215) (509) (1,317) (125) (438) (852) (30) (15) (3,501) (65) (1) (66) 2020 $’000 17 29 (245) (351) (4,139) (389) (953) (1,736) (44) (16) (7,873) (210) (1) (211) The prima facie income tax expense on pre-tax accounting losses from continuing operations reconciles to the income tax expense in the financial statements as follows: Loss from continuing operations before income tax Tax at the Australian tax rate of 30% (2020: 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Other non-allowable items Temporary differences not bought to account Tax expense 2021 $’000 (3,482) (1,045) (18) 1,063 - 2020 $’000 (8,038) (2,412) (9) 2,469 48 The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian Tax Law. There has been no change in this tax rate since the previous reporting period. The Group has DTAs arising in Australia of $22.940 million (2020: $23.484 million) that are available for offset against future taxable profits of the companies in which the losses arose. A deferred tax asset (‘DTA’) on the timing differences has not been recognised as they do not meet the recognition criteria as outlined in below. A DTA has not been recognised in respect of tax losses either as realisation of the benefit is not regarded as probable. The taxation benefits will only be obtained if: a) the Consolidated Entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deduction for the loss to be realised; b) the Consolidated Entity continues to comply with the conditions for deductibility imposed by law; and c) no changes in tax legislation adversely affect the consolidated entity in realising the benefits from the deductions for the loss. The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. 22 Flinders Mines Limited Notes to the Consolidated Financial Statements 30 June 2021 6 Income tax expense (continued) 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 nor 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 or 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 balances attributable to amounts recognised directly in equity are also recognised directly in equity. Tax Consolidation The Company and its wholly owned Australian resident entities have formed a tax-consolidated group with effect from 1 July 2018 and are therefore taxed as a single entity from that date. The head entity within the tax consolidated group is Flinders Mines Limited. $120.510 million in carry forward revenue tax losses were transferred into the tax-consolidated group at formation. The Company has assessed that these losses are able to be carried forward under the Continuity of Ownership test as at 30 June 2021. The head entity, in conjunction with other members of the tax-consolidated group, have entered into a tax funding arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts. Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity and are recognised by the Company as intercompany receivables (or payables). Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity’s obligation to make payments for tax liabilities to the relevant tax authorities. The head entity in conjunction with other members of the tax-consolidated group has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote. 7 Loss per share Loss used in calculating basic and diluted loss per share Loss used in calculating basic and diluted loss per share from continuing operations 2021 $’000 (3,482) (3,482) 2021 Number 2020 $’000 (8,086) (8,086) 2020 Number Weighted average number of ordinary shares used in the calculation of basic and diluted loss per share1 168,848,577 163,953,085 1 On 27 November 2020, the Company completed a 1 for 25 share consolidation as approved by shareholders at its Annual General Meeting on 20 November 2020. The comparative information has been adjusted to reflect this. Basic earnings/loss per share is determined by dividing net profit or loss after income tax attributable to members 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. Diluted earnings per share adjusts the figures used in the determination of basic earnings/loss per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares by the weighted average number of shares assumed to have been issued for no consideration in relation to potential ordinary shares. 23 8 Cash and cash equivalents Cash at bank and in hand Term deposits Flinders Mines Limited Notes to the Consolidated Financial Statements 30 June 2021 2021 $’000 2,908 30 2,938 2020 $’000 4,071 30 4,101 Cash and short-term deposits comprise of cash at bank and in hand and short-term deposits with an original maturity of three months or less. Reconciliation of loss for the year to net cash flows from operations: Loss for the year Other income Interest expenses (net of paid part) Income tax expense Changes in operating assets and liabilities Decrease in trade and other receivables (Increase)/decrease in other assets (Decrease)/increase in trade and other payables Net cash flows from operating activities 9 Restricted cash Cash at bank and in hand 2021 $’000 (3,482) - 65 - 7 (116) (166) (3,692) 2021 $’000 747 747 2020 $’000 (8,086) (29) 90 48 36 (26) (4) (7,971) 2020 $’000 - - Restricted cash relates to cash held by PIOP Mine Co NL which is the incorporated Joint Venture vehicle under which the Farm-In Agreement with BBI Group Pty Ltd operates. This cash is only available for use to progress the feasibility study of the Pilbara Iron Ore Project. 10 Other current assets Other current assets1 Receivable from BBIG2 2021 $’000 375 7,077 7,452 2020 $’000 405 - 405 1 Other current assets represent the prepaid portion of the Group’s corporate insurances. 2 A receivable has been recognised in relation to the minimum annual expenditure required under the Farm-In Agreement with BBI Group Pty Ltd of $15.0 million offset by the actual expenditure incurred on the feasibility study under the Farm-In Agreement. 11 Exploration and evaluation expenditure Opening balance Expenditure incurred Recognition of rehabilitation asset Exploration expenditure expensed Closing balance 2021 $’000 64,982 5,754 3,041 (16) 73,761 2020 $’000 61,126 3,122 750 (16) 64,982 The ultimate recoupment of costs carried forward for areas of interest in the exploration and evaluation phases is dependent upon the successful development and commercial exploitation, or sale, of the respective areas of interest. For areas which do not meet the criteria of the accounting policy, those amounts are charged to the Consolidated Statement of Comprehensive Income. During the years ending 30 June 2021 and 30 June 2020 expenditure relating to depreciation and tenement administrative services was written off. Exploration and evaluation costs related to an area of interest are written off as incurred except they may be carried forward as an item in the consolidated statement of financial position where the rights of tenure of an area are current and one of the following conditions is met: • • the costs are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and exploration and/or evaluation activities in the area of interest have not at the end of each reporting period reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. 24 Flinders Mines Limited Notes to the Consolidated Financial Statements 30 June 2021 11 Exploration and evaluation expenditure (continued) Capitalised costs include costs directly related to exploration and evaluation activities in the relevant area of interest. General and administrative costs are allocated to an exploration or evaluation asset only to the extent that those costs can be related directly to operational activities in the area of interest to which the asset relates. Capitalised exploration and evaluation expenditure is written off where the above conditions are no longer satisfied. Exploration and evaluation expenditure incurred subsequent to the acquisition in respect of an exploration asset acquired is accounted for in accordance with the policy outlined above. All capitalised exploration and evaluation expenditure is assessed for impairment if facts and circumstances indicate that an impairment may exist. Exploration and evaluation assets are also tested for impairment once commercial reserves are found, before the assets are transferred to development properties. 12 Trade and other payables Trade and other payables Joint Venture payables1 BBIG Advance2 2021 $’000 300 36 1,000 1,386 2020 $’000 502 - - 502 1 Joint Venture payables relates to amounts owing by PIOP Mine Co NL which is the incorporated Joint Venture vehicle under which the Farm-In Agreement with BBI Group Pty Ltd operates. 2 Represents funding that BBI Group Pty Ltd (BBIG) provided to support up to $1.0 million of third party costs incurred by the Company in progressing discussions with BBIG in relation to the potential ownership restructuring opportunity of the infrastructure associated with the Pilbara Iron Ore Project. The funding is only repayable if an agreement is executed by 31 December 2021 and subsequently completed, with payment due on the latter of the completion date and 31 December 2021. At 30 June 2021, these discussions are continuing. These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured, non-interest bearing and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. 13 Loans and Borrowings Current Loan Non-current Loan 2021 $’000 3,188 - 3,188 2020 $’000 - 3,122 3,122 The Company has an unsecured loan facility of $3.000 million with PIO Mines Pty Ltd (“Loan Facility”), a subsidiary of its major shareholder, TIO (NZ) Limited. The key terms of the Loan Facility are as follows: Interest on the Loan Facility is capitalised annually at a rate of BBSW plus a 2% margin; and • • A repayment date of 30 June 2022. As at 30 June 2021, the Loan Facility is fully drawn. Accrued interest at 30 June 2021 has been capitalised to the loan totalling $0.188 million (2020: $0.122 million). Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. 14 Provisions Current Rehabilitation provision Non-Current Rehabilitation provision 2021 $’000 1,553 2,182 3,735 2020 $’000 85 665 750 25 14 Provisions (continued) Opening balance Expenditure incurred Changes in estimates Closing balance Rehabilitation provision Flinders Mines Limited Notes to the Consolidated Financial Statements 30 June 2021 2021 $’000 750 (56) 3,041 3,735 2020 $’000 - - 750 750 A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be measured reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. A provision is made for the estimated cost of rehabilitation relating to areas disturbed during exploration activities, such as drill holes, collars and track creation, undertaken at the PIOP up to reporting date but not yet rehabilitated. Provision has been made in full for all disturbed areas at the reporting date based on current estimates of costs to rehabilitate such areas, discounted to their present value based on expected future cash flows. The estimated cost of rehabilitation includes the current cost of re-contouring, topsoiling and revegetation, employing legislative requirements. Changes in estimates are dealt with on a prospective basis as they arise. Uncertainty exists as to the amount of rehabilitation obligations which will be incurred due to the impact of changes in environmental legislation. The provision is recognised as a non-current liability with a corresponding asset included in property, plant and equipment. At each reporting date the rehabilitation liability is re-measured in line with changes in discount rates and timing or amount of costs to be incurred. Changes in the liability relating to rehabilitation of mine infrastructure and dismantling obligations are added to or deducted from the related asset, other than the unwinding of the discount which is recognised as finance costs in profit or loss as it occurs. If the change in liability results in a decrease in the liability that exceeds the carrying amount of the asset, the asset is written down to nil and the excess is recognised immediately in the income statement. If the change in the liability results in an addition to the cost of the asset, the recoverability of the new carrying amount is considered. Where there is an indication that the new carrying amount is not fully recoverable, an impairment test is performed with the write-down recognised in profit or loss in the period in which it occurs. 15 Contributed equity Issued share capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised, net of tax, directly in equity as a reduction of the share proceeds received. Issued shares: As at 1 July 2019 Shares issued pursuant to a non-renounceable rights issue Share issue costs As at 30 June 2020 Number of shares $’000 3,485,170,081 736,015,800 - 4,221,185,881 147,064 13,743 (113) 160,694 Share consolidation (25:1) (4,052,337,304) - As at 30 June 2021 Ordinary shares 168,848,577 160,694 On 27 November 2020, the Company completed a 1 for 25 share consolidation as approved by shareholders at its Annual General Meeting on 20 November 2020. On 28 April 2020, the Company completed a pro-rata non-renounceable entitlement offer at $0.025 cents per share, raising approximately $8.697 million (before costs). On 25 June 2020, the Company completed a second pro-rata non-renounceable entitlement offer at $0.013 cents per share, raising approximately $5.045 million (before costs). Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. 26 Flinders Mines Limited Notes to the Consolidated Financial Statements 30 June 2021 15 Contributed equity (continued) Capital risk management The Group's debt and capital includes ordinary share capital and debt. There are no externally imposed capital requirements. Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. This strategy is to ensure that the Group is able to fund its future activities. 16 Reserves The PIOP Class B Reserve represents the minimum annual expenditure required under the Farm-In Agreement with BBI Group Pty Ltd. 17 Financial risk management The Group's activities expose it to a variety of financial risks: interest rate risk; credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by management under policies approved by the Board of Directors. Management identifies, evaluates and hedges financial risks in close co-operation with the Group's operating units. The Board provides principles for overall risk management, as well as policies covering specific areas, such as interest rate risk, credit risk, and use of financial instruments and investment of excess liquidity where appropriate. The Group's financial instruments consist mainly of deposits with banks, accounts receivable and payable and loans to related parties. Interest rate risk The Group’s exposure to market risk for changes in interest rates arise from variable interest rate exposure on cash, fixed deposits and interest-bearing liabilities. The Group’s policy is to manage its exposure to interest rate risk by holding cash in short-term, fixed rate and variable rate deposits with reputable high credit quality financial institutions. With interest bearing liabilities, consideration is also given to the potential renewal of existing positions, alternative financing and the mix of fixed and variable interest rates. The following table summarises the financial assets and liabilities of the Group, together with the effective interest rates as at the balance date. 2021 Cash and cash equivalents1 Trade and other receivables Trade and other payables Loans and borrowings 2020 Cash and cash equivalents Trade and other receivables Trade and other payables Loans and borrowings Floating interest rate $’000 3,655 Floating interest rate $’000 4,071 - - - Fixed interest maturing in: < 1 year 1 – 5 years > 5 years Non- Average interest rates Floating Fixed $’000 30 $’000 - $’000 - - - - - - 3,188 - - - - - - interest bearing $’000 - 40 1,336 % 0.1% % 0.27% - - - - - 2.07% - Fixed interest maturing in: 1 – < 1 year years 5 > 5 years Non- $’000 30 $’000 - $’000 - - - - - - 3,122 - - - interest bearing $’000 - 47 503 - Average interest rates Floating Fixed % 0.45% % 0.91% - - 2.54% - - - 27 Flinders Mines Limited Notes to the Consolidated Financial Statements 30 June 2021 17 Financial risk management (continued) 1 Includes restricted cash of $0.747 million which relates to cash held by PIOP Mine Co NL, which is the incorporated Joint Venture vehicle under which the Farm-In Agreement with BBI Group Pty Ltd operates. This cash is only available for use to progress the feasibility study of the Pilbara Iron Ore Project. As at 30 June 2021, a movement of 1% in interest rates, with all other variables being held constant, results in an immaterial movement in post-tax loss and equity. The movements in loss after income tax are due to higher/lower interest costs from fixed and variable rate debt and cash balances during the relevant year. Reasonably possible movements in interest rates were determined based on observations of historical movements in the past two years. The net exposure at balance date is representative of what the Group was and is expecting to be exposed to in the next twelve months from balance date. Credit risk Credit risk arises from the financial assets of the Group, and its exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of the instruments. The Group’s exposure to credit risk is minimal and results only from its exposure in cash and cash equivalents and trade receivables. Liquidity risk The Group’s objective is to ensure sufficient liquid funds are available to meet the Group’s financial commitments in a timely and cost-effective manner. The Group’s treasury function continually reviews the Group’s liquidity position including cash flow forecasts to determine the forecast liquidity position and maintain appropriate liquidity levels. 2021 Cash and cash equivalents 1 Trade and other receivables Trade and other payables Loans and borrowings Net outflow 2020 Cash and cash equivalents Trade and other receivables Trade and other payables Loans and borrowings Net outflow < 1 year $’000 3,685 40 (1,336) (3,188) (799) 4,101 47 (503) - 3,645 1 – 5 years $’000 - - - - - - - - (3,122) (3,122) Total $’000 3,685 40 (1,336) (3,188) (799) 4,101 47 (503) (3,122) 523 1 Includes restricted cash of $0.747 million which relates to cash held by PIOP Mine Co NL, which is the incorporated Joint Venture vehicle under which the Farm-In Agreement with BBI Group Pty Ltd operates. This cash is only available for use to progress the feasibility study of the Pilbara Iron Ore Project. 18 Subsidiaries The Consolidated Financial Statements include the financial statements of Flinders Mines Limited and the subsidiaries listed in the following table: Name of entity FME Exploration Services Pty Ltd Flinders Canegrass Pty Ltd Flinders Diamonds Pty Ltd Flinders Iron Pty Ltd PIOP Mine Co NL 1 Country of incorporation Class of shares Australia Australia Australia Australia Australia Ordinary Ordinary Ordinary Ordinary Ordinary Equity holding % 2020 2021 100 100 100 100 100 100 100 100 100 100 1 PIOP Mine Co NL was incorporated in Australia on 29 October 2019. 28 19 Parent entity information Current assets Non-current assets Current liabilities Non-current liabilities Issued capital Reserves Accumulated losses Total equity Loss for the year Total comprehensive loss for the year The Company has no material contingent liabilities. 20 Contingent assets and liabilities Flinders Mines Limited Notes to the Consolidated Financial Statements 30 June 2021 2021 $’000 12,500 60,725 4,492 - 160,645 7,077 (98,989) 68,733 (3,473) (3,473) 2020 $’000 4,523 64,232 503 3,122 160,645 - (95,564) 65,129 (8,046) (8,046) The Group had no contingent assets or liabilities at 30 June 2021 (2020: nil). 21 Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: Auditing and reviewing of financial reports Taxation advice services Other assurance services 2021 $ 86,439 - - 86,439 2020 $ 65,524 185,861 - 251,385 The auditor of the parent entity for the year ended 30 June 2021 and 30 June 2020 is KPMG. 22 Commitments Exploration and evaluation expenditure commitments In order to maintain current rights of tenure to exploration tenements, the Group is required to meet the minimum expenditure requirements specified by various State and Territory Governments. These obligations are subject to renegotiation when application for a mining lease is made and at other times. These obligations are not provided for in this financial report. The minimum level of exploration commitment expected in the year ending 30 June 2021 for the Group is approximately $1.345 million (2020: $1.331 million). These obligations are expected to be fulfilled in the normal course of operations. 23 Related party transactions Parent entity The Parent Entity within the Group is Flinders Mines Limited. Loans to subsidiaries Loans between entities in the wholly owned Group are non-interest bearing, unsecured and are payable upon reasonable notice having regard to the financial situation of the entity. Other transactions with related parties During the year ended 30 June 2021, the Company paid Director fees to TIO, its major shareholder, for Director services provided by Messrs Wolley and Davies. The total value of these services was $140,000 (2020: $238,000). During the year ended 30 June 2021, the Company received a $1m loan from BBI Group Pty Ltd (BBIG), a subsidiary of the Company’s major shareholder, to provide support for third party costs incurred by the Company in progressing discussions with BBIG in relation to the potential ownership restructuring opportunity of the infrastructure associated with the Group’s Pilbara Iron Ore Project. The funding is only repayable if a transactions results from the discussions and subsequently completes on the later of the completion date and 31 December 2021. As at 30 June 2021, these discussions are continuing. During the year ended 30 June 2021, the Company received an advance of $2.0 million in relation to the expected shortfall to the minimum annual expenditure of $15.0 million required under the Farm-In Agreement with BBIG. As at 30 June 2021, the Company has an unsecured $3.000 million loan with PIO, repayable on 30 June 2022. Interest is capitalised annually at a rate of BBSW plus a 2% margin. The value of interest capitalised at 30 June 2021 is $187,911 (2020: $122,409). 29 Flinders Mines Limited Notes to the Consolidated Financial Statements 30 June 2021 23 Related party transactions (continued) The above transactions are all entered into at arm’s length terms. 24 Key management personnel disclosures Details of key management personnel The names and positions of the KMP of the Company and the Group during the financial year were: Neil Warburton Cheryl Edwardes Michael Wolley Evan Davies James Gurry Amy Jiang 1 Andrew Whitehead Independent Non-Executive Chair Independent Non-Executive Deputy Chair Non-Executive Director Non-Executive Director Independent Non-Executive Director Non-Executive Director General Manager 1 Ms Jiang was appointed on 5 March 2021. Compensation of key management personnel Short-term employee benefits Post-employment benefits 2021 $ 663,961 16,154 680,115 2020 $ 2,035,030 22,660 2,057,690 25 Events occurring after the reporting period In September 2021, the Company received notification from BBIG that there was a further shortfall to the advance of $2.000 million received in June 2021, of $5.486 million to the minimum annual expenditure of $15.0 million required under the Farm-In Agreement. Under the terms of the Farm-In Agreement, this $5.486 million is to be remitted to Flinders, with the expectation the funds will be received in November 2021. No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. 26 Critical accounting estimates and assumptions The preparation of the consolidated financial statements requires management to make estimates and assumptions. These estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Exploration and evaluation The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related area of interest itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors which could impact the future recoverability include the level of reserves and resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental obligations) and changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made. In addition, exploration and evaluation expenditure is capitalised if rights to tenure of the area of interest are current and activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net assets in the period in which this determination is made. Rehabilitation The Group assesses rehabilitation liabilities annually. The provision recognised is based on an assessment of the estimated cost of closure and reclamation of the areas using internal information concerning environmental issues in the exploration area, together with input from various environmental consultants, discounted to present value. Significant estimation is required in determining the provision for site rehabilitation as there are many factors that may affect the timing and ultimate cost to rehabilitate sites where mining and/or exploration activities have previously taken place. These factors include future development/exploration activity, changes in the cost of goods and services required for restoration activity and changes to the legal and regulatory framework. These factors may result in future actual expenditure differing from the amounts currently provided. 30 Flinders Mines Limited Notes to the Consolidated Financial Statements 30 June 2021 27 Changes in accounting policy In the year ended 30 June 2021, the directors have reviewed all the new and revised Standards and Interpretations issued by the AASB that are relevant to the Company and effective for the current annual reporting period. As a result of this review, the directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Company and, therefore, no material change is necessary to Group accounting policies. 28 New accounting standards and interpretations Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective and have not been adopted by the Group for the period ended 30 June 2021 with relevant standards and interpretations outlined below. a) AASB 2020-3 Amendments to Australian Accounting Standards – Annual Improvements 2018-2020 and Other Amendments (effective 1 July 2022) The Group has considered the impact on its Consolidated Financial Statements and assessed that the effect of the new amendment will be minimal. b) Classification of Liabilities as Current or Non-Current (effective 1 January 2023) The Group has considered the impact on its Consolidated Financial Statements and assessed that the effect of the amendment will be minimal. c) Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2 (effective 1 January 2023) The Group has considered the impact on its Consolidated Financial Statements and assessed that the effect of the amendment will be minimal. d) Definition of Accounting Estimates – Amendments to IAS 8 (effective 1 January 2023) The Group has considered the impact on its Consolidated Financial Statements and assessed that the effect of the amendment will be minimal. There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. 31 Flinders Mines Limited Directors’ Declaration 30 June 2021 In the Directors' opinion: (a) the Consolidated Financial Statements and notes and Remuneration Report are in accordance with the Corporations Act 2001, including: (i) (ii) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and giving a true and fair view of the Consolidated Entity's financial position as at 30 June 2021 and of its performance for the year ended on that date, and (b) (c) 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 the financial statements and notes thereto are in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board. The Directors have been given the declarations as required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of Directors. Neil Warburton Independent Non-Executive Chair Perth, Western Australia 30 September 2021 32 Independent Auditor’s Report To the shareholders of Flinders Mines Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Flinders Mines Limited (the Company). In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001, including: • giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year ended on that date; and • complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion The Financial Report comprises • Consolidated Statement of financial position as at 30 June 2021 • Consolidated Statement of profit or loss and other comprehensive income, Consolidated Statement of changes in equity, and Consolidated Statement of cash flows for the year then ended • Notes including a summary of significant accounting policies • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the Directors of Flinders Mines Limited, would be in the same terms if given to the Directors as at the time of this Auditor’s Report. Key Audit Matters The Key Audit Matters we identified are: • Capitalised Exploration and Evaluation 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. • Rehabilitation provision 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. KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Capitalised Exploration and Evaluation $73.761m Refer to Note 11 and Note 26 to the Financial Report The key audit matter How the matter was addressed in our audit Capitalised Exploration and evaluation expenditure (E&E) is a key audit matter due to: • • the significance of the activity to the Group’s business and the balance; and the greater level of audit effort to evaluate the Group’s application of the requirements of AASB 6 Exploration for and Evaluation of Mineral Resources. In particular the evaluation of the Pilbara Iron Ore Project (PIOP) development options to progress the feasibility of the project. The presence of impairment indicators would necessitate a detailed analysis by the Group of the value of E&E. Given the criticality of this to the scope of our work, we involved senior team members to challenge the Group’s determination that no such indicators existed. In assessing the conditions allowing capitalisation of relevant expenditure, we focused on: • • • the determination of the areas of interest (areas); documentation available regarding rights to tenure, via licensing, and compliance with relevant conditions, to maintain current rights to an area of interest and the Group’s intention and capacity to continue the relevant E&E activities; and the Group’s determination of whether the E&E are expected to be recouped through successful development and exploitation of the area of interest. In assessing the presence of impairment indicators, we focused on those that may draw into question the commercial continuation of E&E activities for PIOP where significant capitalised E&E exists. In addition to the assessments above, and given the financial position of the group, we paid particular attention to: • The details of the farm-in incorporated joint venture with BBI Group Pty Ltd, in which Flinders would be free carried to Final Investment Decision. • Results from latest activities regarding the existence or otherwise of economically recoverable reserves. Our procedures included: • Evaluating the Group’s accounting policy to recognise exploration and evaluation assets using the criteria in the accounting standard. • We assessed the Group’s determination of its areas of interest for consistency with the definition in the accounting standard. This involved analysing the licenses in which the Group holds an interest and the exploration programmes planned for those for consistency with documentation such as license related technical conditions and planned work programmes. • For each area of interest, we assessed the Group’s current rights to tenure by checking the ownership of the relevant license to government registries. We also tested for compliance with conditions, such as minimum expenditure requirements, on a sample of licenses. • We tested the Group’s additions to E&E for the year by evaluating a sample of recorded expenditure. We tested consistency to underlying records, the capitalisation requirements of the Group’s accounting policy, and the requirements of the accounting standard. • We evaluated Group documents, such as minutes of Board meetings, for consistency with their stated intentions for continuing E&E in certain areas. We challenged this through interviews with key operational and finance personnel. • We obtained project and corporate budgets identifying areas with existing funding and those requiring alternate funding sources. We compared this for consistency with areas with E&E, for evidence of the ability to fund continued activities. • We analysed the Group’s determination of recoupment through successful development and exploitation of the area by evaluating the Group’s documentation of planned future activities including work programmes and project budgets for a sample of areas. Rehabilitation provision $3.735m Refer to Note 14 and Note 26 to the Financial Report The key audit matter How the matter was addressed in our audit The rehabilitation provision is considered to be a key audit matter. This is due to the: • • inherent complexity in estimating future environmental restoration and rehabilitation costs and significant audit effort for us in gathering sufficient audit evidence thereon, particularly those costs to be incurred several years in the future. The estimate of the provision is influenced by: • • • The complexity in current environmental and regulatory requirements, and the impact to completeness of the provision; The expected environmental management strategy of the Group and the nature of the costs incorporated into the provision; and The expected timing of expenditure which is planned to occur several years into the future, and the associated inflation and discounting of costs in the present value calculation of the provision. The Group uses third party and internal experts when assessing their obligations for restoration and rehabilitation activities and associated estimates of future costs. Our procedures included: • Comparing the basis for recognition and measurement of the provisions for consistency with environmental and regulatory requirements and criteria in the accounting standards; • Obtaining the Group’s rehabilitation provision calculation, and critically evaluated the provision by: — obtaining the Group’s latest third party expert reports as well as internal and external underlying documentation for their determination of future required activities, their timing and associated cost estimates; — assessing the planned timing of restoration and rehabilitation activities through comparison to exploration plans; — assessing the competence, scope and objectivity of the Group’s internal and external experts used in the determination of the provision estimate; and — comparing inflation rate and discount rate assumptions in the Group’s provision determination to current market data, including economic forecasts. Evaluating the completeness of the provision against the Group’s analysis of each operating location to identify where disturbance requires rehabilitation or restoration and comparing to our understanding of the Group’s operations. Other Information Other Information is financial and non-financial information in Flinders Mines Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we 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. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • • • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They 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 the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our Auditor’s Report. Report on the Remuneration Report Opinion Directors’ responsibilities In our opinion, the Remuneration Report of Flinders Mines Limited for the year ended 30 June 2021 complies with Section 300A of the Corporations Act 2001. 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 responsibilities We have audited the Remuneration Report included in pages 11 to 14 of the Directors’ report for the year ended 30 June 2021. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG R Gambitta Partner Perth 30 September 2021 Flinders Mines Limited Additional Information As at 31 August 2021 Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is as follows. The information is current as at 31 August 2021. Issued Equity Capital Number of holders Number on issue Voting Rights Ordinary Shares 3,882 168,848,577 Options Nil Nil Voting rights, on a show of hands, are one vote for every registered holder of Ordinary Shares and on a poll, are one vote for each share held by registered holders of Ordinary Shares. Options do not carry any voting rights. Distribution of Holdings of Equity Securities Holding ranges 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Unmarketable Parcels Number of Equity Security Holders Ordinary Shares 2,171 1,040 281 340 50 3,882 Units 790,458 2,537,368 2,036,375 10,245,099 153,239,277 168,848,577 The number of shareholders holding less than a marketable parcel (being 569 shares based on a share price of $0.88 at 31 August 2021) was 1,645. Substantial Shareholders TIO (NZ) Limited 1 OCJ Investment (Australia) Pty Ltd 2 Various Requisitioning Shareholders 3 1. As lodged on ASX on 29 April 2020. 2. As lodged on ASX on 3 February 2017. Number of Ordinary Shares 2,258,958,8694 670,604,9954 210,302,4054 Percentage (%) 58.93 21.00 6.03 3. On 13 March 2019, various Shareholders lodged a Form 603 (Becoming a Substantial Shareholder Notice) with ASX disclosing an association pursuant to sections 12(2)(b) or (c) of the Corporations Act by reason of notices issued under sections 203D and 249D of the Corporations Act requiring the Company to call and arrange to hold a general meeting to consider resolutions to remove, as directors of the Company, Mr Neil Warburton, Mr Michael Wolley, Mr Evan Davies and any other persons appointed as directors of the Company prior to the requisitioned meeting, and to elect Mr Brendon Dunstan as a director of the Company. These resolutions were subsequently not carried at a general meeting of shareholders on 9 May 2019. 4. On a pre-consolidation basis. On 27 November 2020, the Company completed a consolidation of the Company’s issued capital on the basis that every 25 shares be consolidated into 1. On Market Buy Back There is no current on-market buy-back. 37 Top 20 Shareholders Rank Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 TIO (NZ) LIMITED OCJ INVESTMENT (AUSTRALIA) PTY LTD MR KENNETH MARTIN KEANE CITICORP NOMINEES PTY LIMITED MR KENNETH MARTIN KEANE + MS SALLY MORTON ROBERTSMR CHUNLEI OUYANG BNP PARIBAS NOMS PTY LTD QUATTUOR REGIONIS PTY LTD MR IAN DRUMMOND + MRS JANICE DRUMMOND VACHKODI PTY LTD MR BRENDON TONY DUNSTAN DR ASHLEY MARTIN NEWLAND HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED DR STUART CLARKE + MRS MARGARET IRENE CLARKE MR SANOJ XAVIER & MRS MARIA XAVIER MR ALEXANDER ILIEVSKI MR WAYNE RAYMOND KEARNEY + MRS ROBYN KEARNEY MR WAYNE RAYMOND KEARNEY SOUTHERN SHELLFISH PTY LTD MS NICOLE MAXIME BRUCE TOTAL Corporate Governance Flinders Mines Limited Additional Information As at 31 August 2021 Number of Ordinary Shares Percentage (%) 100,398,172 35,060,675 2,710,618 2,356,298 1,076,108 993,689 925,751 864,407 719,000 600,000 483,750 460,000 385,114 305,689 300,000 274,949 270,919 270,319 229,858 206,055 148,891,371 59.46 20.76 1.61 1.40 0.64 0.59 0.55 0.51 0.43 0.36 0.29 0.27 0.23 0.18 0.18 0.16 0.16 0.16 0.14 0.12 88.18 The Company’s 2021 Corporate Governance Statement is available for in the Corporate Governance section of the Company’s website: flindersmines.com/about-us/corporate-governance This document is reviewed regularly to address any changes in governance practices and the law. 38 Flinders Mines Limited Interest in Mining Tenements As at 30 June 2021 The below table details the Group’s interest in mining tenements as at 30 June 2021. Tenement Location Status Registered Holder Interest at 30 June 2021 R47/021 E58/0232 E58/0236 E58/0282 E58/0520 E58/0521 E58/0522 L47/0728 L47/0730 L47/0734 M47/1451 L47/0731 Western Australia Granted PIOP Mine Co NL Western Australia Granted Flinders Canegrass Pty Ltd Western Australia Granted Flinders Canegrass Pty Ltd Western Australia Granted Flinders Canegrass Pty Ltd Western Australia Granted Flinders Canegrass Pty Ltd Western Australia Granted Flinders Canegrass Pty Ltd Western Australia Granted Flinders Canegrass Pty Ltd Western Australia Granted PIOP Mine Co NL Western Australia Granted PIOP Mine Co NL Western Australia Granted PIOP Mine Co NL Western Australia Granted PIOP Mine Co NL Western Australia Granted PIOP Mine Co NL 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 39 Flinders Mines Limited Mineral Resources and Ore Reserves Information As at 30 June 2021 Mineral Resources Annual Statement and Review The Company carries out an annual review of its Mineral Resources as required by the ASX Listing Rules. The review was carried out as at 30 June 2021. The estimates for Mineral Resources were prepared and disclosed under the JORC Code 2012 Edition. Estimation Governance Statement The Company ensures that all Mineral Resource estimations are subject to appropriate levels of governance and internal controls. Exploration results are collected and managed by an independent competent qualified geologist. All data collection activities are conducted to industry standards based on a framework of quality assurance and quality control protocols covering all aspects of sample collection, topographical and geophysical surveys, drilling, sample preparation, physical and chemical analysis and data and sample management. Mineral Resource estimates are prepared by qualified independent Competent Persons. If there is a material change in the estimate of a Mineral Resource, the estimate and supporting documentation in question is reviewed by a suitable qualified independent Competent Persons. The Company reports its Mineral Resources on an annual basis in accordance with JORC Code 2012. Total Mineral Resource Inventory as at 30 June 2021 M47/1451 – Blacksmith 1 JORC Classification Inferred Indicated Measured Total R47/1560 - Anvil 2 JORC Classification Tonnes Mt Fe% SiO2% AL2O3% P% LOI% 105 1,148 54 1,307 51.6 52.6 59.8 52.8 15.7 14.1 6.24 13.9 5.13 4.81 4.28 4.81 0.057 0.067 0.064 0.066 4.4 4.93 2.98 4.81 Tonnes Mt Fe% SiO2% AL2O3% P% LOI% Inferred Total 176 176 47.1 47.1 21.3 21.3 6.05 6.05 0.044 0.044 4.13 4.13 Pilbara Iron Ore Project – Total 3 JORC Classification Inferred Indicated Measured Total Tonnes Mt Fe% SiO2% AL2O3% P% LOI% 282 1,148 54 1,484 48.8 52.6 59.8 52.2 19.2 14.1 6.24 14.8 5.7 4.81 4.28 4.96 0.049 0.067 0.064 0.064 4.23 4.93 2.98 4.73 Note: Tonnage figures have been rounded and as a result may not add up to the totals quoted. 1 The Blacksmith Mineral Resource includes the Ajax, Badger, Blackjack, Champion, Delta, Eagle and Paragon deposits. All the estimates making up the Blacksmith Mineral Resource are reported to JORC 2012 standards. 2 The Anvil Mineral Resource includes the Area F, Area G, Area H and Area J deposits. All the estimates making up the Anvil Mineral Resource are reported to JORC 2012 standards. 3 Cut off: Ore types DID1, DID2, DID3 reported using Fe>40% and Al2O3<8%, ore types DID4, CID, BID reported using Fe>50% and Al2O3<6% Following the completion of a drilling campaign and subsequent metallurgical laboratory analysis, the Company commissioned Snowden Mining Industry Consultants (‘Snowden’) to re-estimate and update the Mineral Resource to bring into compliance with JORC Code 2012. The Company released this update on the ASX on 1 March 2018. There have been no changes since the date of this announcement to the date of this report. 40 Flinders Mines Limited Mineral Resources and Ore Reserves Information As at 30 June 2021 The cut off grades are based on product optimisation carried out by Snowden based on metallurgical regressions provided by the Company for two ore processing facilities – known as Ore Processing Facility 1 (‘OPF1’) and Ore Processing Facility 2 (‘OPF2’). The OPF1 processing route includes crushing, wet scrubbing, wet screening and hydrocyclone desliming. The Company propose to beneficiate relatively low grade DID1, DID2 and DID3 (detrital) mineralisation using the OPF2 processing route which includes crushing, scrubbing, wet screening and dense media separation. The metallurgical regressions based largely on the 2017 drilling campaign samples support this as being a viable processing path. The Company is not aware of any new information or data that materially affects the information included in the Annual Statement with regard to Mineral Resources and confirms that all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed. Competent Person’s Statement - PIOP The information in this report that relates to the Pilbara Iron Ore Project Mineral Resources is based on, and fairly reflects, the ASX announcement dated 1 March 2018 (PIOP Mineral Resource Estimate Update) which was prepared by a Competent Person (Mr John Graindorge). The Mineral Resource statement has been approved by Dr Tarrant Elkington, who consents to the inclusion in the report of the matters based on this information in the form and context in which it appears. Dr Elkington is a full- time employee of Snowden Mining Industry Consultants Pty Ltd and is a member of the Australasian Institute of Mining and Metallurgy. Canegrass V205 >0.5% cut off grade, >210 m RL 4 JORC Classification Inferred Total Tonnes Mt Fe% Tio2% V2O5% SiO2% AL2O3% P% 79 79 29.7 29.7 6.0 6.0 0.64 0.64 23.6 23.6 12.2 12.2 .007 .007 Note: Tonnage figures have been rounded and as a result may not add up to the totals quoted. 4 The Canegrass Mineral Resource includes the Fold Nose and Kinks deposits. All the estimates making up the Canegrass Mineral Resource are reported to JORC 2012 standards. The Company released this update on the ASX on 30 January 2018. There have been no changes since the date of this announcement to the date of this report. The Company is not aware of any new information or data that materially affects the information included in the Annual Statement with regard to Mineral Resources and confirms that all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed. Competent Person’s Statement - Canegrass The information in this report that relates to the Canegrass Project Mineral Resources is based on, and fairly reflects, information compiled by Mr Aaron Meakin, a Competent Person, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Meakin is a consultant to Flinders Mines Limited, employed by CSA Global Pty Ltd, independent mining industry consultants. Mr Meakin has sufficient experience that is relevant to the styles of mineralisation and types of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Meakin consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. 41