ABN 63 616 317 778
& Controlled Entities
Annual Report
For the year ended 30 June 2019
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
CONTENTS
Corporate Directory
Directors’ Report
Auditor’s Independence Declaration
Review of Operations
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Additional Information for Public Listed Companies
– 1 –
2
3
16
17
23
24
25
26
27
50
51
56
59
Galena Mining Limited and Controlled Entity
ABN 63 616 317 778
CORPORATE DIRECTORY
Directors
Mr Adrian Byass
Non-Executive Chairman
Mr Alexander Molyneux
Managing Director/Chief Executive Officer
Mr Jonathan Downes
Non-Executive Director
Mr Timothy Morrison
Non-Executive Director
Mr Anthony James
Non-Executive Director
Mr Stephen Brockhurst
Level 11, 216 St Georges Terrace
Perth WA 6000
Ground Floor, 1 Centro Avenue
Subiaco, WA 6008
GPO Box 2517
Perth WA 6831
www.galenamining.com.au
Security Transfer Australia Pty Ltd
770 Canning Highway
Applecross WA 6153
PKF Perth
Level 4, 35 Havelock Street
West Perth WA 6005
King & Wood Mallesons
Level 30, QV1 Building, 250 St Georges Terrace
Perth WA 6000
Company Secretary
Registered Office
Corporate Office
Postal Address
Web Site
Share Registry
Auditors
Legal Advisors
Stock Exchange Listing
ASX Code: G1A
Country of Incorporation and Domicile
Australia
– 2 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
__________________________________________________________________________________________
Your directors present the following report on Galena Mining Limited and its controlled entities (“Galena”, the
“Company” or “Group”) for the year ended 30 June 2019.
DIRECTORS
The names of directors in office at any time during or since the end of the financial year are:
Adrian Byass
Alexander Molyneux
Johnathan Downes
Timothy Morrison
Anthony James
Oliver Cairns
Non-Executive Chairman
Managing Director / Chief Executive Officer (appointed 1 September 2018)
Non-Executive Director
Non-Executive Director
Non-Executive Director (appointed 15 October 2018)
Non-Executive Director (resigned 15 October 2018)
Unless noted above, all directors have been in office since the start of the financial year to the date of this report.
COMPANY SECRETARY
Stephen Brockhurst held office as Company Secretary since the start of the financial year until the date of this
report.
PRINCIPAL ACTIVITIES
Since listing on the ASX on 7 September 2017 the Company has continued to focus on exploration and pre-
development works at the Abra Base Metals Project, together with early stage exploration works at other mineral
prospects within the Group’s portfolio.
OPERATING RESULTS
The loss of the Group for the financial year ended 30 June 2019 amounted to $2,420,609 (2018: $1,867,985).
A detailed operating review of the Group is set out on pages 17 to 22 of this report under the section entitled
‘Review of Operations’.
FINANCIAL POSITION
As at 30 June 2019 the Group had a cash balance of $27,977,417 (2018: $8,526,198) and a net asset position of
$44,640,910 (2018: $16,190,212).
DIVIDENDS PAID OR RECOMMENDED
No dividends have been paid, and the directors do not recommend the payment of a dividend for the financial year
ended 30 June 2019.
CORPORATE GOVERNANCE STATEMENT
The Company has disclosed
www.galenamining.com.au.
its corporate governance statement on
the Company website at
– 3 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
In the opinion of the directors, there were no other significant changes in the state of affairs of the Company that
occurred during the year not otherwise disclosed in this report or in the financial report.
CORPORATE
As at the date of this report, the following shares and options were on issue.
Ordinary Shares
Fully Paid Ordinary Shares
Options
6 cents expiring on 30 June 2020
30 cents expiring 6 February 2021
8 cents expiring on 30 June 2021
50 cents expiring on 26 March 2023
60 cents expiring on 26 March 2023
50 cents expiring on 17 April 2023
60 cents expiring on 17 April 2023
Performance Rights
No.
375,622,853
6,750,000
5,000,000
12,900,000
1,250,000
1,250,000
1,250,000
1,250,000
Performance rights expiring on 9 November 2023
Performance rights expiring on 12 August 2024
13,000,000
2,000,000
Share Appreciation Rights
17 cents expiring on 21 January 2024
1,260,000
EVENTS AFTER THE REPORTING PERIOD
- On 3 July 2019, the Company announced that its subsidiary Abra Mining Pty Limited (“AMPL”) had received
all of the major approvals required for construction, mining and production at the Abra Base Metals Project.
- On 22 July 2019, the Company released a definitive/bankable feasibility study (“FS”) for its Abra Base Metals
Project.
- On 2 August 2019, the Company announced that its subsidiary, AMPL, received a cash investment tranche of
$10M from Toho Zinc Co., Ltd (“Toho”) and issued additional shares to Toho’s wholly-owned subsidiary CBH
Western Australia Pty Ltd (“CBHWA”) in accordance with the Investment Agreement such that Toho (via
CBHWA) now owns 13.33% of AMPL, with Galena currently retaining the remaining 86.67%.
- On 13 August 2019, the Company issued 2,000,000 performance rights as part of the remuneration package
for the Chief Financial Officer, Mr Barnes, which will convert into shares upon the achievement of various
milestones expiring on 12 August 2024.
- On 14 August 2019, the Company successfully concluded the development drilling program for the Abra Base
Metals Project with a total of 43 diamond core drill-holes (18,255 metres) completed between April and August
2019. New drilling represents a more than 30% increase in total drilling associated with the project.
- On 6 September 2019, the Company converted 1,000,000 performance rights to fully paid ordinary shares.
The relevant tranche of performance rights is part of the remuneration package for the Managing Director/Chief
Executive Officer, Mr Molyneux, and vested on 1 September 2019.
- On 9 September 2019, Warburton Portfolio Pty Ltd acquired 30,400,000 fully paid shares in the Company via
an off-market purchase from certain individual holders, including entities associated with three of the
Company’s directors: Mr Byass, Mr Downes and Mr Morrison. In addition, Mr Byass and Mr Downes exercised
in aggregate 10,100,000 options in order to maintain their overall pro-rata shareholding levels in the Company.
– 4 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
__________________________________________________________________________________________
EVENTS AFTER THE REPORTING PERIOD (continued)
No other matter or circumstance has arisen since the end of the audited period which significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group
in future financial periods.
INFORMATION ON DIRECTORS
The names of directors who held office during or since the end of the financial year until the date of this report are
as follows. Directors were in office for this entire period unless otherwise stated.
Mr Adrian Byass, BSc Geol Hons, B Econ, FSEG and MAIG
Non-Executive Chairman
Mr Byass has over 20 years’ experience in the mining and minerals industry. This experience has principally been
gained through evaluation and development of mining projects for a range of base, precious and specialty metals
and bulk commodities. Due to his experience in resource estimation and professional association membership, Mr
Byass is a competent person for reporting to the ASX for certain minerals. Mr Byass has also gained experience
in corporate finance, capital raising, permitting and delivery of production-ready mining projects.
Mr Byass is a non-executive director of Infinity Lithium Corporation and is a non-executive director of Fertoz Limited.
Interest in Shares and Options
- 11,100,000 fully paid ordinary shares
- 2,450,000 options exercisable at $0.08 on 30/06/2021
Alexander Molyneux, B Econ
Managing Director/Chief Executive Officer
Mr Molyneux is a metals and mining industry executive and financier with 20-years industry experience. He joined
Galena Mining on 1 September 2018.
Prior to Galena Mining, Mr Molyneux was CEO of Paladin Energy Limited (ASX: PDN) (2015 – 2018) one of the
world’s largest uranium companies, where he optimized its operating business and completed a US$700M
successful recapitalisation of the company and a re-listing on the ASX. Prior to that, Mr Molyneux spent
approximately five-years with Ivanhoe Mines Group and Ivanhoe Energy in various leadership capacities including
as CEO and Director of SouthGobi Resources Ltd. (TSX: SGQ) (2009 – 2012).
Mr Molyneux currently serves on a number of public company boards, including: Argosy Minerals Ltd. (ASX: AGY),
Metalla Royalty & Streaming Ltd. (TSX-V: MTA), Tempus Resources Ltd. (ASX: TMR), Azarga Metals Corp. (TSX-
V: AZR) and Comet Resources Ltd. (ASX: CRL).
Prior to his mining industry executive and director roles, Mr Molyneux was Managing Director, Head of Metals and
Mining Investment Banking, Asia Pacific for Citigroup. As a specialist resources investment banker, he spent
approximately 10-years providing investment banking services to natural resources companies. Mr Molyneux holds
a Bachelor Degree in Economics from Monash University.
Interest in Shares and Options
- 3,500,000 fully paid ordinary shares
- 13,000,000 contingent performance rights which will convert into shares upon the achievement of various
milestones
– 5 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
INFORMATION ON DIRECTORS (continued)
Jonathan Downes, BSc Geol, MAIG
Non-Executive Director
Mr Downes has over 20 years’ experience in the minerals industry and has worked in various geological and
corporate capacities. Experienced with nickel, gold and base metals, he has also been intimately involved with the
exploration process through to production.
Mr Downes is on the board of several ASX-listed companies; he is currently the managing director of Ironbark Zinc
Limited and is a non-executive director of Corazon Mining Limited.
Interest in Shares and Options
- 13,162,950 fully paid ordinary shares
- 2,450,000 options exercisable at $0.08 on 30/06/2021
Timothy Morrison, B Econ, MBA
Non-Executive Director
Mr Morrison co-founded Empire Equity Limited a Merchant Banking and Corporate Advisory firm in 2008. Mr
Morrison has extensive capital raising and management experience across multiple sectors and has worked as
CEO, Executive and non-executive director for a number of ASX listed companies. Previously Mr Morrison worked
with Westscheme Superannuation to establish and manage a Private Equity Fund targeting early stage venture
opportunities. Mr Morrison has an MBA from the University of Western Australia.
Interest in Shares and Options
- 66,250,000 fully paid ordinary shares held by Bloomgold Resources Pty Ltd, a company of which Mr. Morrison
is a director
Anthony James, BEng (Min) AWASM, FAusIMM
Non-Executive Director (appointed 15 October 2018)
Mr James has over 30 years’ mine operating and project development experience predominantly in WA. Mr James
also has previous experience at Managing Director level of three ASX listed companies with two of those
companies successfully guided through a merger and takeover process to the benefit of the shareholders. He has
strong feasibility study background leading into successful project development and operating results (examples
are Pillara Zinc/Lead project, Trident/Higginsville Gold project and Kanowna Belle Gold mine).
Mr James is currently consulting and holds non-executive director positions on two ASX gold companies.
Interest in Shares and Options
-115,000 fully paid ordinary shares
– 6 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
__________________________________________________________________________________________
INFORMATION ON OTHER MANAGEMENT
Troy Flannery BEng(Min), MAppFin, FCMMC
Chief Executive Officer of AMPL
Mr Flannery is a Mining Engineer with over 20 years’ experience in the mining industry including 5 years in
corporate and 16 years in senior mining engineering / project development roles. Mr Flannery has worked at
numerous mining companies, mining consultancies & contractors (including BHP, Newcrest, Xstrata, St Barbara
Mines & AMC Consultants). More recently, as the Hanking Gold Group Technical Services Manager, he was part
of the corporate team that sold SXO for A$330M to Minjar Gold in April 2017. SXO was acquired as a care and
maintenance project for A$23M in 2013 from St Barbara Mines.
Craig Barnes B Com, B Acc (Hons), CA
Chief Financial Officer (appointed 12 August 2019)
Mr Barnes is a chartered accountant with more than 20 years of experience in senior finance and financial
management within the mining industry and previously the financial services industry. Mr Barnes has considerable
experience in project financing, mergers and acquisitions and implementation of accounting controls and systems.
Before joining Galena, Mr Barnes held the position of Chief Financial Officer of Paladin Energy Limited since July
2014. Prior to that, he was the Chief Financial Officer of DRDGOLD Limited and its affiliated subsidiaries for more
than 7 years.
Edward Turner B App Sc (Geol), MAIG
General Manager Geology and Exploration
Mr Turner has 30 years’ experience as a Geologist in Europe, South America, Africa and Australia. His roles have
covered exploration and development of base, precious and specialty metals for leading mining companies. Mr
Turner has extensive experience in the economic studies of base-metal deposits in open-pit and underground
scenarios and related mining experience.
Mr Turner is the former Exploration Manager for Abra from 2008 to 2011. The Directors consider that Mr Turner
brings a wealth of experience in relation to the Abra Deposit, its exploration history and the ability to efficiently
advance the Project. Effective 1 September 2018, Mr Turner was appointed as the General Manager of Geology
and Exploration.
Stephen Brockhurst BComm
Company Secretary
Mr Brockhurst has 15 years’ experience in the finance and corporate advisory industry and has been responsible
for the preparation of the due diligence process and prospectuses on a number of initial public offers. His
experience includes corporate and capital structuring, corporate advisory and company secretarial services, capital
raising, ASX and ASIC compliance requirements.
Mr Brockhurst has served on the board and acted as Company Secretary for numerous ASX listed companies. He
is currently a Director of Estrella Resources Limited and Kingwest Resources Limited and Company Secretary of
Jacka Resources Limited, Bowen Coking Coal Limited and Nelson Resources Limited. He was also previously a
Director of Roto-Gro Limited (resigned 5 February 2018).
– 7 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
The remuneration report, which forms part of the Directors' Report, outlines the remuneration arrangements in place
for key management personnel (KMP) who are defined as those persons having the authority and responsibility for
planning and directing the major activities of the Company, directly and indirectly, including any director (whether
executive or otherwise).
Remuneration Philosophy
The performance of the Company depends on the quality of the Company's Directors, executives and employees
and therefore the Company must attract, motivate and retain appropriately qualified industry personnel.
Remuneration policy
Remuneration levels for the executives are competitively set to attract the most qualified and experienced
candidates, taking into account prevailing market conditions and the individual's experience and qualifications.
During the year, the Company did not have a separately established remuneration committee. The Board is
responsible for determining and reviewing remuneration arrangements for the executive and non-executive
Directors.
The remuneration of Executive and Non-Executive Directors is not dependent on the satisfaction of performance
conditions. Remuneration and share based payments are issued to align Directors' interest with that of
shareholders.
Non-Executive Directors Remuneration
All Non-Executive Directors are entitled to receive $50,000 per annum (inclusive of statutory superannuation) for
their roles as Directors of the Company.
The Company's Constitution provides that the remuneration of Non-Executive Directors will not be more than the
aggregate fixed sum determined by a general meeting. Before a determination is made by the Company in a general
meeting, the aggregate sum of fees payable by the Company to the Non-Executive Directors is a maximum of
$500,000 per annum. Summary details of remuneration of the Non-Executive Directors are provided in the table
below. The remuneration is not dependent on the satisfaction of a performance condition.
Directors are entitled to be paid reasonable travelling, accommodation and other expenses incurred in
consequence of their attendance at meetings of Directors and otherwise in the execution of their duties as Directors.
A Director may also be paid additional amounts as fees or as the Directors determine where a Director performs
extra services or makes any special exertions, which in the option of the Directors are outside the scope of the
ordinary duties of a Director.
Other Executives Remuneration
Mr Alexander Molyneux
Managing Director and Chief Executive Officer (appointed 1 September 2018)
Mr Molyneux’s engagement terms are governed by a Director Appointment Letter and a Consultant Appointment
Letter. The consultant engagement can be terminated by either party providing three (3) months written notice.
Mr Molyneux is entitled to receive Director and Consulting Fees of US$20,000 per month. Mr Molyneux is also
entitled to receive 16,500,000 performance rights, which will convert into shares upon the achievement of various
milestones expiring on 9 November 2023.
– 8 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
__________________________________________________________________________________________
REMUNERATION REPORT (AUDITED)
Mr Troy Flannery
Chief Executive Officer of AMPL (appointed 7 February 2018)
Mr Flannery’s employment conditions are governed by an Executive Employment Agreement. The terms of
agreement can be terminated by either party providing three (3) months written notice. Mr Flannery was entitled to
receive $180,000 per annum (exclusive of statutory superannuation). On 1 October 2018, Mr Flannery is entitled
to receive $230,000 per annum (exclusive of statutory superannuation). Mr Flannery is also entitled to receive
5,000,000 options exercisable at $0.30 (on a post 1:5 share split basis) expiring on 6 February 2021, these options
were issued on 7 February 2018.
Mr Flannery is also entitled to receive a bonus on the delivery of a positive Pre-Feasibility Study on the Abra deposit
delivered on time and on budget as defined in the Executive Employment Agreement. The bonus is payable upon
the adoption of and ASX release of completion of the Pre-feasibility Study with a positive NPV and IRR, or
determination of the Board to engage in a Feasibility Study on the Project based on the Pre-feasibility Study. The
bonus amount is either $75,000 cash or $82,500 in shares based on a 14-day VWAP, at the election of Mr Flannery.
The performance condition for the bonus was satisfied during the 2019 financial year and Mr Flannery received
458,333 fully paid ordinary shares in the Company at a VWAP per share of $0.18.
Mr Edward Turner
General Manager Geology and Exploration
Mr Turner’s employment conditions are governed by an Executive Employment Agreement. The terms of
agreement can be terminated by providing three (3) months written notice in case of the Company. Where the
Company terminates the agreement, the Company will pay an amount equal to the remuneration equivalent of the
balance of the notice period. Mr Turner was entitled to receive $83,200 per annum (exclusive of statutory
superannuation) for the equivalent of a 2-day per week roster or part thereof and an additional $800 per day,
commencing upon the official admission of the Company to the ASX, as per executive employment agreement
dated 30 March 2017. On 12 April 2018, Mr Turner’s contract conditions changed from part time to full time with
Mr Turner being entitled to received $208,000 per annum (exclusive of statutory superannuation). Mr Turner is also
entitled to receive a bonus being the greater of a $50,000 or the equivalent value of 500,000 fully paid ordinary
shares (post 1:5 share split) in the Company based on a 5 day VWAP prior to the ASX release of a JORC Resource
for the delivery of a 14Mt at 8% Pb JORC (Resource) within 2 years of Company listing on ASX. The performance
condition for the bonus was satisfied during the 2018 financial year and Mr Turner received 500,000 fully paid
ordinary shares in the Company at a VWAP per share of $0.22594.
Under the employment agreement and on the date on which the Company is reasonably satisfied that it is in a
position to satisfy the conditions for admission to the official list of ASX, Mr Turner is entitled to receive 1,250,000
options exercisable at $0.06 (on a post 1:5 share split basis) expiring on 30 June 2020, these options were issued
during the 2017 financial year. Additionally, under the employment agreement, Mr Turner is entitled to receive
1,250,000 options exercisable at $0.08 (on a post 1:5 share split basis) expiring on 30 June 2021, these options
were issued during the 2018 financial year.
– 9 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
Details of remuneration for the year ended 30 June 2019
The remuneration for each key management personnel of the Company during the year was as follows:
Short-term
Benefits
Post-
employment
Benefits
Cash fees
and salary
Super-
annuation
Other
Long-
term
Benefits
Other
Equity-settled
share based
Payments
Total
Performance
Related
Share Based
Payments as a
percentage of
Remuneration
Equity
(v)
Options/
Rights
(vi)
$
$
%
%
$
$
$
$
Non-Executive
Directors
Adrian Byass (i)
Jonathan Downes
Oliver Cairns(ii)
Timothy Morrison
Anthony James(iii)
Sub-Total
Executive Director
Alexander Molyneux(iv)
Sub-Total
75,000
45,662
16,667
50,000
69,875
257,204
282,741
282,741
-
4,338
-
-
2,169
6,507
-
-
Other Key
Management
Personnel
Edward Turner
Troy Flannery
Sub-Total
TOTAL
208,000
217,500
425,500
965,445
19,760
20,662
40,422
46,929
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
75,000
50,000
16,667
50,000
72,044
263,711
-
-
-
-
-
655,076
655,076
937,817
937,817
69.85
-
-
-
-
-
-
-
82,500
82,500
82,500
19,140
34,800
53,940
246,900
355,462
602,362
709,016 1,803,890
7.75
33.00
-
23.21
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Mr Byass’ remuneration includes a bonus of $25,000.
Mr Cairns resigned as Director on 15 October 2018.
Mr James was appointed as Director on 15 October 2018. Mr James’ remuneration includes fees for additional services
provided for the Abra Base Metals Project FS.
Mr Molyneux was appointed as Managing Director/Chief Operating Officer on 1 September 2018.
Value of shares represents the Fair Value at grant date.
Value of options were calculated using Black-Scholes Model.
– 10 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
__________________________________________________________________________________________
REMUNERATION REPORT (AUDITED)
Details of remuneration for the year ended 30 June 2018
The remuneration for each key management personnel of the Company during the year was as follows:
Short-term
Benefits
Post-
employment
Benefits
Cash fees
and salary
Super-
annuation
Other
Long-
term
Benefits
Other
Equity-settled
share based
Payments
Total
Performance
Related
Share Based
Payments as a
percentage of
Remuneration
Equity
(iii)
Options/
Rights
(iv)
$
$
%
%
$
$
$
$
Non-Executive
Directors
Adrian Byass
Jonathan Downes
Oliver Cairns
Timothy Morrison(i)
Sub-Total
Other Key
Management
Personnel
Edward Turner
Troy Flannery(ii)
Sub-Total
TOTAL
37,291
37,291
37,291
37,291
149,164
157,736
60,000
217,736
366,900
3,542
3,542
3,542
3,542
14,168
14,985
5,700
20,685
34,853
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40,833
40,833
40,833
40,833
163,332
-
-
-
-
-
-
-
-
112,970
-
112,970
112,970
28,250
348,000
376,250
376,250
313,941
413,700
727,641
890,973
44.98
84.12
35.98
-
(i)
(ii)
(iii)
(iv)
Mr Morrison was appointed as Director on 12 July 2017.
Mr Flannery was appointed as COO on 7 February 2018.
Value of shares represents the Fair Value at grant date.
Value of options were calculated using Black-Scholes Model.
Other transactions with Key Management Personnel for the year ended 30 June 2018
-Bloomgold Resources Pty Ltd, a company of which Mr Morrison is a director, and Silverlight Holdings Pty Ltd, a
company of which Mr Cairns is a director, were issued total of 87,500,000 shares (post 1:5 share split) for the
consideration value of $3,500,000 Galena’s acquisition of Abra Mining Pty Ltd.
-EJ Turner Consulting, a company of which the CEO, Mr Edward Turner is a director, received $26,560 for
Geological Services for work performed on Abra Project.
– 11 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
Options and Rights Over Equity Instruments Granted as Compensation (all quoted shares and options are
on post share split basis of 5 for 1)
Details of options and rights over ordinary shares in the Company that were granted as compensation to each key
management person during the 2018 and 2019 financial period and details of options that have vested are as follows:
Director/Key
Management
Personnel
Edward Turner
Troy Flannery
Number
Granted
Grant Date
Fair Value
Exercise
Price
Expiry Date
Number
Vested
1,250,000
30/08/2017
$0.0226
$0.08
30/06/2021
1,250,000
5,000,000
07/02/2018
$0.0696
$0.30
06/02/2021
5,000,000
Alexander Molyneux 16,500,000
09/11/2018
Edward Turner
Troy Flannery
165,000
13/02/2019
300,000
13/02/2019
$0.0846
$0.1095
$0.1095
Nil
09/11/2023
2,500,000
$0.17
$0.17
21/01/2024
21/01/2024
Nil
Nil
KMP Shareholdings
The number of ordinary shares in Galena Mining Limited held by each KMP of the Company during the financial
period is as follows:
30 June 2019
Adrian Byass
Jonathan Downes
Oliver Cairns (i)
Timothy Morrison (ii)
Alexander Molyneux
Anthony James
Edward Turner
Troy Flannery (iii)
Balance at
beginning of
period
Granted as
remuneration
during the
period
Issued on
exercise of
options
during the
period
Other
changes
during the
period
Balance at
end of
period
11,100,000
13,162,950
10,410,000
82,250,000
-
-
500,000
240,000
-
-
-
-
-
-
-
458,333
-
-
-
-
2,500,000
-
-
11,100,000
13,162,950
(10,410,000)
-
-
-
82,250,000
2,500,000
-
-
-
115,000
(200,000)
-
115,000
300,000
698,333
117,622,950
458,333
2,500,000
(10,495,000)
110,126,283
(i)
(ii)
(iii)
Mr Oliver Cairns resigned 15 October 2018
Mr Morrison was appointed on 12 July 2017. This holding represents that of Bloomgold Resources Pty Ltd of which Mr Morrison
is a director.
Mr Flannery was appointed on 7 February 2018.
– 12 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
__________________________________________________________________________________________
REMUNERATION REPORT (AUDITED)
KMP Options Holdings
The number of options over ordinary shares held during the year by each KMP of the Company is as follows:
30 June 2019
Balance at
beginning
of period
Granted
during
the period
Exercised
during the
period
Other
changes
during the
period
Balance at
end of
period
Vested
during the
period
Vested and
exercisable
Vested and
unexercisable
Adrian Byass
7,500,000
Jonathan Downes
7,500,000
Oliver Cairns (i)
Edward Turner
Troy Flannery
7,500,000
2,500,000
5,000,000
30,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,500,000
7,500,000
(7,500,000)
-
-
-
2,500,000
5,000,000
(7,500,000)
22,500,000
-
-
-
-
-
-
7,500,000
7,500,000
-
2,500,000
5,000,000
22,500,000
-
-
-
-
-
(i)
Mr Oliver Cairns resigned 15 October 2018
KMP Share Appreciation Rights Holdings
The number of share appreciation rights held during the year by each KMP of the Company is as follows:
30 June 2019
Balance at
beginning
of period
Granted
during
the period
Exercised
during the
period
Other
changes
during the
period
Balance at
end of
period
Vested
during the
period
Vested and
exercisable
Vested and
unexercisable
Edward Turner
Troy Flannery
-
-
-
165,000
300,000
465,000
-
-
-
-
-
-
165,000
300,000
465,000
-
-
-
-
-
-
-
-
KMP Performance Rights Holdings
The number of performance rights held during the year by each KMP of the Company is as follows:
30 June 2019
Balance at
beginning
of period
Granted
during
the period
Exercised
during the
period
Other
changes
during the
period
Balance at
end of
period
Vested
during the
period
Vested and
exercisable
Vested and
unexercisable
Alexander Molyneux
-
-
16,500,000
(2,500,000)
16,500,000
(2,500,000)
-
-
14,000,000
2,500,000
14,000,000
2,500,000
-
-
-
-
End of Remuneration Report
– 13 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
MEETING OF DIRECTORS
During the period, 13 director’s meetings were held. Attendance by each director during the period were as follows:
Director’s Meetings
Number eligible to attend Director’s meetings attended
Mr Adrian Byass
Mr Jonathan Downes
Mr Oliver Cairns
Mr Timothy Morrison
Mr Alexander Molyneux
Mr Anthony James
13
13
3
13
11
10
13
12
3
9
11
8
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
Further information, other than as disclosed in this report, about likely developments in the operations of the
Company and the expected results of those operations in future periods has not been included in this report as
disclosure of this information would be likely to result in unreasonable prejudice to the Group.
ENVIRONMENTAL ISSUES
The operations and proposed activities of the Group are subject to State and Federal laws and regulations
concerning the environment. As with most exploration projects and mining operations, the Group’s activities are
expected to have an impact on the environment, particularly if advanced exploration or field development proceeds.
It is the Group’s intention to conduct its activities to the highest standard of environmental obligation, including
compliance with all environmental laws. In this regard, the Department of Minerals and Petroleum of Western
Australia from time to time, review the environmental bonds that are placed on permits. The Directors are not in a
position to state whether a review is imminent or whether the outcome of such a review would be detrimental to
the funding needs of the Group.
PROCEEDINGS ON BEHALF OF THE GROUP
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for
all or any part of those proceedings.
The Group was not a party to any such proceedings during the year.
INDEMNITY AND INSURANCE OF OFFICERS
The Company has indemnified the directors and executives of the company for costs incurred, in their capacity as
a director or executive, for which they be may be held personally liable, except when there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and
executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of
insurance prohibits disclosure of the nature of the liability and the amount of the premium.
– 14 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ REPORT
__________________________________________________________________________________________
INDEMNITY AND INSURANCE OF AUDITORS
The Company has not, during the financial year, indemnified or agreed to indemnify the auditor of the Company or
any related entity against a liability incurred by the auditor.
During the financial period, the Company has not paid a premium in respect of a contract to insure the auditor of
the company or any related entity.
NON-AUDIT SERVICES
The Board of Directors are satisfied that the provision of non-audit services during the year is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001.
The following fees were paid out to PKF Perth for non-audit services provided during the year ended 30 June 2019:
-Taxation compliance services
$2,950
Auditor’s Independence Declaration
Section 307C of the Corporations Act 2001 requires our auditors, PKF Perth, to provide the Directors of the
Company with an Independence Declaration in relation to the audit of the financial report. This Independence
Declaration is set out on page 16 and forms part of this Directors’ Report for the year ending 30 June 2019.
This report is signed in accordance with a resolution of the Board of Directors.
__________________
Adrian Byass
Chairman
Dated this 25th day of September 2019
– 15 –
PKF Perth
AUDITOR'S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF GALENA MINING LIMITED
In relation to our audit of the financial report of Galena Mining Limited for the year ended 30 June 2019, to the
best of my knowledge and belief, there have been no contraventions of the auditor independence requirements
of the Corporations Act 2001 or any applicable code of professional conduct.
PKF PERTH
SIMON FERMANIS
PARTNER
25 SEPTEMBER 2019
WEST PERTH,
WESTERN AUSTRALIA
Level 4, 35 Havelock Street, West Perth, WA 6005
PO Box 609, West Perth, WA 6872
T: +61 8 9426 8999 F: +61 8 9426 8900 www.pkfperth.com.au
PKF Perth is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions
or inactions of any individual member or correspondent firm or firms.
Liability limited by a scheme approved under Professional Standards Legislation.
– 16 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
REVIEW OF OPERATIONS
__________________________________________________________________________________________
For the financial year, the Company’s focus remained the continued development of its Abra Base Metals Project
(“Abra” or the “Project”), which is a globally significant lead-silver project located in the Gascoyne region of
Western Australia (between the towns of Newman and Meekatharra, approximately 110 kilometres from Sandfire’s
DeGrussa Project).
Other than Abra, Galena holds a strategic package of exploration licences over the Jillawarra sub-basin that
extends over approximately 20-80 kilometres west of Abra (“Jillawarra Prospects”) and continues to undertake
exploration there.
ABRA BASE METALS PROJECT
Abra comprises a granted Mining Lease, M52/0776 and is surrounded by the Exploration Licence E52/1455,
together with several co-located General Purpose and Miscellaneous Leases. The Project is 100% owned by
AMPL, which as at 30 June 2019 was 91.11% owned by Galena, with the remainder owned by Toho (pursuant to
an Investment Agreement and Shareholders Agreement with Toho). Subsequent to the end of the financial year,
Toho invested a further $10 million into AMPL in accordance with the Investment Agreement thereby diluting
Galena to 86.67%.
Abra is well located with the availability of key infrastructure and close access to water, public roads, existing mining
operations and the towns of Meekatharra and Newman. Lead-silver concentrate will be transported by road to the
port of Geraldton (or potentially Port Hedland) in the mid-west of Western Australia.
Excellent pre-feasibility study (“PFS”)
Galena completed and announced a PFS for Abra (see Galena ASX announcement of 25 September 2018), with
the outcomes considered excellent.
The PFS envisaged a 1.2 million tonne per annum (Mtpa) throughput rate over an initial approximately 14-year life,
targeting high-grade lead-silver mineralisation ranging between 6.7-10.8% lead and 14.4-43.0g/t silver over the life
of mine (“LOM”). The PFS combines an underground mining operation with a processing plant employing
conventional milling and flotation. The production rate was selected after analysing different ore grades against
practical underground mining rates and optimising the Project’s future infrastructure, which is based on different
capital cost and grade optimisation scenarios. The PFS was superseded by the definitive/bankable feasibility study
(“FS”) announced shortly after the end of the financial year.
FS
On 11 October 2018, FS works for Abra were formally commenced with the appointment of leading Australian
engineering consulting and contracting company GR Engineering Services Limited (“GR Engineering”) (ASX:
GNG) to undertake key portions of the FS related to plant design, capital cost and operating cost estimation,
process and non-process infrastructure evaluation. During the past eleven years GR Engineering has completed
more than 40 design and construction projects and over 160 feasibility studies including several ‘flagship’ Australian
base metals projects.
The FS works continued during the financial year and outstanding results were announced subsequent to the year-
end (see Galena ASX announcement of 22 July 2019).
The FS envisages the same overall development concept of the PFS involving development of an underground
mine and conventional flotation concentration processing facility with a 16-year life producing a high-value, high-
grade lead-silver concentrate containing approximately 95kt of lead and 805koz of silver per year after ramp-up.
Based on a pre-development capital expenditure estimate of A$170 million, the FS modelled a pre-tax net present
value for Abra (at an 8% discount rate) of A$553 million and an internal rate of return of 39%.
– 17 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
REVIEW OF OPERATIONS
Updated Mineral Resource and Ore Reserve
Concurrent with the announcement of the PFS in September 2018, the Company announced its ‘maiden’ Ore
Reserve. However, extensive drilling was ongoing at that time culminating in the 18 December 2018 announcement
of completion of an updated JORC Code compliant Mineral Resource estimate (“December 2018 Resource”) for
Abra, which was independently prepared by Optiro Pty Ltd (“Optiro”). In addition, Galena prepared an updated
JORC Code compliant Ore Reserve estimate (“December 2018 Reserve”).
Current Mineral Resources and Ore Reserves for the Project are set out below.
Abra JORC Mineral Resource estimate1, 2
Resource classification
Tonnes (Mt)
Lead grade (%)
Silver grade (g/t)
Measured
Indicated
Inferred
Total
-
15.0
22.4
37.4
-
8.7
6.7
7.5
-
22
15
18
Notes: 1. See Galena ASX announcement of 18 December 2018. Galena confirms that it not aware of any new information or
data that materially affects the information included in Galena’s ASX announcement of 18 December 2018 and confirms that all
material assumptions and technical parameters underpinning the resource estimates continue to apply and have not materially
changed. 2. Calculated using ordinary kriging method and a 5.0% lead cut-off grade. Tonnages are rounded to the nearest
100,000t, lead grades to one decimal place and silver to the nearest gram. Rounding errors may occur when using the above
figures.
Abra JORC Ore Reserve statement1, 2
Reserve classification
Tonnes (Mt)
Lead grade (%)
Silver grade (g/t)
Proved
Probable
Total
-
10.3
10.3
-
8.8
8.8
-
24
24
Notes: 1. See Galena ASX announcement of 18 December 2018. Galena confirms that it not aware of any new information or
data that materially affects the information included in Galena’s ASX announcement of 18 December 2018 and confirms that all
material assumptions and technical parameters underpinning the ore reserve estimates continue to apply and have not materially
changed. 2. Tonnages are rounded to the nearest 100,000t, lead grades to one decimal place and silver to the nearest gram.
Rounding errors may occur when using the above figures.
– 18 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
REVIEW OF OPERATIONS
__________________________________________________________________________________________
Project development drilling
On 22 March 2019, Galena announced commencement of initial project development drilling program at Abra. The
Company then increased the scope of the project development drilling program to target drilling approximately
18,000 new cumulative metres of diamond core drill-holes at Abra adding approximately 30% new data to the
Project’s total drilling database.
One of the main benefits of the initial project development drilling program is to increase drilling density (25m x
25m or better) over key areas of the first three years production horizons and subsequently de-risk the mine plan
as early as possible. The program will generally aim to increase confidence within areas of the Abra Resource
already categorized as Indicated and Inferred.
By the end of the financial year, 27 drill-holes had been completed for 12,190 cumulative linear metres (i.e.
approximately 68% of the program). Assays for the six holes (AB103-AB108) were publicly announced on 5 June
2019 (see Galena ASX announcement), including the following significant intersections:
• 23.1m at 16.7% lead and 82g/t silver (including 3.5m at 51.4% lead and 95g/t silver) in hole AB107
• 19.3m at 13.4% lead and 50g/t silver in hole AB103
• 11.0m at 8.8% lead and 21g/t silver in hole AB104
Competent Persons’ Statement
The information in this report related to the Abra Ore Reserve estimate is based on work completed by Mr Roger
Bryant, BEng (Mining, Member AUSIMM). Mr Bryant is an employee of Galena Mining Ltd. Mr Bryant has
sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the
activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the
Australasian Code for Reporting of Exploration Results, Exploration Targets, Mineral Resources and Ore
Reserves. Mr Bryant consents to the inclusion in the report of the matters based on this information in the form
and context in which it appears.
The information in this report related to the December 2018 Resource estimate is based on work completed by
Mr Don Maclean MSc (Geol), MAIG and RP Geo (Exploration and Mining), MSEG, a consultant to Galena Mining
and Mr Mark Drabble B.App.Sci. (Geology), MAIG, MAusIMM, Principal Consultant at Optiro Pty Ltd. Mr Maclean
was responsible for data review, QAQC, and development of the geological model. Mr Drabble was responsible
for resource estimation, classification and reporting. Mr Maclean and Mr Drabble have sufficient experience
relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are
undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for
Reporting of Exploration Results, Exploration Targets, Mineral Resources and Ore Reserves. Mr Maclean and Mr
Drabble consent to the inclusion in the report of the matters based on this information in the form and context in
which it appears.
The information in this report that relates to exploration results and drilling data is based upon information
compiled by Mr Don Maclean MSc (Geol), MAIG and RP Geo (Exploration and Mining), MSEG, a consultant to
Galena Mining. Mr Maclean has sufficient experience relevant to the style of mineralisation and type of deposit
under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in
the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Exploration Targets, Mineral
Resources and Ore Reserves. Mr Maclean consents to the inclusion in the report of the matters based on this
information in the form and context in which it appears.
– 19 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
REVIEW OF OPERATIONS
Initial project development activities
During the financial year, initial Abra development activities were commenced.
Three production water bores were drilled during the project development drilling program and those holes are
expected to provide enough water for project construction and commissioning (discussed further in the Company’s
FS disclosure – see Galena ASX Announcement of 22 July 2019).
An initial camp consisting of 80 accommodation units, the full-scale kitchen and mess hall and certain ancillaries
were purchased from a permanent modular construction manufacturer. The facilities were ordered to meet the
initial deployment of the construction workforce to Abra and to form the basis of the main long-term camp such that
additional accommodation units will be added over time to eventually have the capacity to house the full workforce
required for steady-state commercial operations. The facilities ordered are expected to be available ex-works
during the first quarter of the financial year to 30 June 2020.
Abra’s project design incorporates cement paste backfill in the underground mine plan, with paste being prepared
by an onsite pastefill plant utilising approximately 1/3 of plant tailings as raw material for the paste. In April 2019,
the Company entered into an Option Agreement that secures the right to purchase an existing pastefill plant that
meets the Project requirements. The intention is to exercise the right to purchase the pastefill plant at any time until
late April 2020 and then have the paste plant refurbished and relocated to Abra for use.
During the financial year a primary ventilation fan was ordered for fabrication as a key long lead-time item for the
underground mine development.
Final permitting
During the financial year, Galena made and continued to progress Works Approval submissions for construction of
the mine, proposed processing plant and tailings storage facilities for Abra with the Western Australian Department
of Water and Environmental Regulation (“DWER”). At the same time, Galena also continued discussions with the
Western Australian Department of Mines, Industry Regulation and Safety (“DMIRS”) regarding the Mining Proposal,
Mine Closure Plan and Environmental Management System applications for Abra.
Subsequent to the financial year, Galena announced that all major DWER and DMIRS approvals were concluded
(see Galena ASX announcement of 3 July 2019).
Commercial initiatives in support of Abra development – project financing
On 30 January 2019, Galena announced a transaction to bring in $90 million in project equity for Abra from Toho.
Then in April, the Company executed definitive agreements with Toho setting out the terms for Toho’s investment
of $90 million in three tranches for a 40% ownership interest in Galena’s previously wholly-owned subsidiary, AMPL
(the “Toho Transaction”). Key relevant terms of the Toho Transaction include:
•
Investment and investment structure – $90 million total investment to be made via the subscription of
new ordinary shares in AMPL such that Toho owns 40% of AMPL on completion of the full investment and
Galena retains 60%.
• Tranched payment – $20 million will be paid on initial closing of the transaction (for 8.89% of AMPL); $10
million will be paid once Galena issues the DFS for Abra (for a further 4.44% of AMPL); and $60 million will
be paid once project financing debt for the Project has been confirmed (for a further 26.67% of AMPL, taking
Toho’s total ownership in AMPL to 40.00%).
• Toho funding support – Toho will assist AMPL to procure, by leveraging the attractive programmes
available to it from its relationships with Japanese lenders, a contribution to project financing debt.
• Repayment of historical shareholder loans to Galena – As part of the Transaction, AMPL will repay
$10 million of historical shareholder loans back to Galena.
• Off-take – Galena and Toho will each enter into off-take agreements with AMPL to purchase their respective
share of AMPL’s high-grade high-value lead-silver concentrate on arms-length, benchmark terms. Each
party will have rights to market and on-sell their respective share of purchased off-take.
– 20 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
REVIEW OF OPERATIONS
__________________________________________________________________________________________
• During the financial year the first $20 million tranche was received from Toho and subsequent to the financial
year-end, the second $10 million tranche was also received (see Galena ASX announcement of 2 August
2019).
During the financial year, the Company and AMPL continued to advance discussions with multiple banks with
respect to the provision of project financing debt.
Near-Project exploration
During the financial year two drill holes were advanced within the greater Hyperion Prospect, which lies within
E52/1455 (i.e. part of AMPL).
The first diamond core drill hole, HY003, was drilled approximately 1.4 kilometres to the west of the historic HY1
drill hole which intersected 6.05 metres at 9.86% lead in the equivalent stratigraphic position of Abra’s Apron Zone.
HY003 was targeting a gravity and magnetic anomaly that was interpreted as being a western extension to the
main Hyperion Prospect which includes HY1. HY003 finished at 694 metres and did not intersect any significant
mineralisation.
The second drill hole at Hyperion, HYRC002D is a diamond core extension of a 2017 RC pre-collar, HYRC002
which had finished at 218 metres. The diamond core tail finished at 670 metres. HYRC002D is approximately 400
metres west of HY1 and was also targeting a gravity and magnetic anomaly interpreted as being an extension of
the main Hyperion Prospect. Noteworthy mineralisation, was intersected in the equivalent stratigraphic position of
Abra’s Apron Zone. This included 6.6 metres at 2.7% lead and 27g/t silver from 615.8 metres, including 0.3 metres
at 17.8% lead and 112g/t silver from 620.6 metres.
The Hyperion Prospect remains open to the north, east and south and continues to warrant further drill testing.
JILAWARRA PROSPECTS
Galena’s Jillawarra Prospects consist of Woodlands, Manganese Range and Quartzite Well, which are located
between approximately 20-80 kilometres or further to the west of Abra and reside within three granted Exploration
Licences, being: E52/1413; E52/3575 and E52/3630.
During the financial year, 3D inversion modelling of gravity and magnetic data at Woodlands and Manganese
Range delineated strong anomalies at both locations. These anomalies are interpreted as being prospective for
copper, gold, lead and silver and have yet to be tested with drilling.
CORPORATE
$10 million strategic investment secured for Galena from Kingfisher Capital / Tim Roberts
During the financial year, Kingfisher Capital Pte Ltd (“Kingfisher Capital”) (an investment vehicle of Tim Roberts)
invested $10 million into Galena in two tranches of $5 million each at $0.40/share. Each tranche also included the
additional issue to Kingfisher Capital of 2.5 million unlisted options to acquire Galena shares (1.25 million with a
strike price of $0.50/share and 1.25 million with a strike price of $0.60/share), with an expiry of four years from
issuance. The first $5 million tranche and combined issuance of shares and options in the Company was completed
on 26 March 2019 and on 17 April 2019, the second and final $5 million tranche and combined issuance of shares
and options in the Company was completed.
– 21 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
REVIEW OF OPERATIONS
Recruitment of key directors and executives
As part of its evolution towards construction and commissioning, Galena continued to evolve its board and
management with the appointment of the highest calibre new directors and executives, including:
• Appointment of Alex Molyneux as Managing Director / CEO – The Company engaged Alex Molyneux
as CEO / Managing Director, effective 1 September 2018. Mr Molyneux is an experienced metals and mining
industry executive and financier. He recently completed three-years as CEO of Paladin Energy, one of the
world’s largest uranium companies, where he completed a US$700M successful recapitalisation of the
company including raising US$115M in new capital and a re-listing on the ASX. Prior to Paladin Energy, Mr
Molyneux spent approximately five-years with Ivanhoe Mines Group and Ivanhoe Energy in various
leadership capacities including as CEO and Director of SouthGobi Resources (2009 – 2012). Mr Molyneux
is well known for his breadth of experience in the mining industry and serves on a number of public company
boards, including: Argosy Minerals, Metalla Royalty & Streaming, Tempus Resources and Azarga Metals.
Prior to his mining industry executive and director roles, Mr Molyneux was Managing Director, Head of
Metals and Mining Investment Banking, Asia Pacific for Citigroup. As a specialist resources investment
banker, he spent approximately 10-years providing investment banking services to natural resources
companies. Mr Molyneux holds a Bachelor Degree in Economics from Monash University. Ed Turner,
Galena’s previous CEO has remained with the Company in the capacity of General Manager, Geology and
Exploration.
• Appointment of Anthony (Tony) James as Non-Executive Director – On 15 October 2018 the Company
announced the appointment of Mr Anthony (Tony) James as a Non-Executive Director and the concurrent
resignation of Non-Executive Director, Mr Oliver (Olly) Cairns. Mr James, a Mining Engineer, has
considerable senior underground development operational and development experience. His experience
includes having previously worked as Managing Director of various ASX-listed companies, including:
Carbine Resources; Atherton Resources; and Mutiny Gold. At Atherton Resources he achieved a favourable
outcome for shareholders which culminated in a cash takeover by Auctus Minerals. At Mutiny Gold he led
the implementation of a revised development strategy for the Deflector copper-gold deposit in WA prior to
the merger of that company with Doray Minerals. Mr James is currently a Non-Executive Director of both
Apollo Consolidated and Blackham Resources. Prior to Mr James’ Managing Director and Non-Executive
Director roles, he held a number of senior executive positions with international gold producer Alacer Gold,
including President of its Australian operations. He also played a key role in Avoca Resources’ initial growth
and success leading the feasibility, development and operation of its Higginsville Gold Mine.
• Appointment of Craig Barnes as Chief Financial Officer – 14 June 2019 Galena announced the
appointment of Mr Barnes (BCom, BAcc (Hons), CA) is a chartered accountant with more than 20 years of
experience in senior finance and financial management within the mining industry and previously the
financial services industry. Before joining Galena, he held the position of Chief Financial Officer of Paladin
Energy Limited since July 2014. Prior to that, Mr Barnes was the Chief Financial Officer of DRDGOLD
Limited and its affiliated subsidiaries for more than 7-years. Mr Barnes has considerable relevant experience
in bank debt project financing, treasury, mergers and acquisitions and implementation of accounting controls
and systems. He also has relevant experience in participating in the management of producing mining
assets held and developed through joint ventures.
– 22 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Revenue
Expenses
Administration expenses
Share based payments
Consulting, promotion and marketing expenses
Corporate expenses
Compliance fees
Personnel expenses
Depreciation expense
Exploration and evaluation expenditure
Other expenses
Loss before income tax expense
Income tax expense
Loss after income tax for the year
Note
Year ended
Year ended
30 June 2019
30 June 2018
$
Restated*
$
2
1,421,908
61,855
18
8
3
5
(352,495)
(873,191)
(731,097)
(78,776)
(338,692)
(389,678)
(8,674)
(408,171)
(661,743)
(193,257)
(489,220)
(85,000)
(138,155)
(66,561)
(194,409)
(3,856)
(704,571)
(54,811)
(2,420,609)
(1,867,985)
-
-
(2,420,609)
(1,867,985)
Other comprehensive income net of income tax
-
-
Total comprehensive loss for the year
(2,420,609)
(1,867,985)
Loss for the year attributable to:
Non-controlling interest
Members of the parent
Loss per share
(35,882)
(2,384,727)
-
-
(2,420,609)
(1,867,985)
Basic and diluted loss per share (cents per share)
4
(0.71)
(0.75)
The accompanying notes form part of these financial statements.
*Restated – Refer to Note 1(f) for details.
– 23 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Prepayments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Exploration and evaluation expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Share-based payment reserve
Consolidation reserve
Accumulated losses
Parent interest
Non-controlling interest
TOTAL EQUITY
Note
6
7
8
9
10
11
12
13
23
23
2019
$
27,977,417
772,112
141,955
28,891,484
1,196,169
18,164,654
19,360,823
48,252,307
3,563,363
48,034
3,611,397
2018
Restated*
$
8,526,198
331,689
98,863
8,956,750
24,696
8,169,949
8,194,645
17,151,395
945,412
15,771
961,183
3,611,397
961,183
44,640,910
16,190,212
28,591,025
1,064,807
17,680,860
(4,979,040)
42,357,652
2,283,258
44,640,910
18,085,201
699,324
-
(2,594,313)
16,190,212
-
16,190,212
The accompanying notes form part of these financial statements.
*Restated – Refer to Note 1(f) for details.
– 24 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2019
Balance at 1 July 2017
Loss for the year (Restated*)
Other comprehensive income
Total comprehensive loss
Transactions with owners directly recorded in equity:
Shares issued during the year
Share-based payments
Share issue costs
Balance at 30 June 2018 (Restated*)
Balance at 1 July 2018
Loss for the year
Other comprehensive income
Total comprehensive loss
Transactions with owners directly recorded in equity:
Shares issued during the year
Share-based payments
Share issue costs
Partial disposal of interest in subsidiary (Note 23)
Balance at 30 June 2019
Issued capital Share-based
payment
reserve
$
$
453,600
323,074
-
-
-
18,612,971
-
-
-
-
-
376,250
(981,370)
18,085,201
-
699,324
18,085,201
699,324
-
-
-
10,507,708
-
-
-
-
-
365,483
(1,884)
-
28,591,025
-
-
Consolidation
reserve
Accumulated
losses
Non-
controlling
interest
Total
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17,680,860
(726,328)
(1,867,985)
(1,867,985)
-
-
-
(2,594,313)
(2,594,313)
(2,384,727)
-
-
-
-
-
-
-
-
-
50,346
(1,867,985)
(1,867,985)
18,612,971
376,250
(981,370)
16,190,212
16,190,212
(35,882)
(2,420,609)
-
-
-
(2,384,727)
(35,882)
(2,420,609)
-
-
-
-
-
-
-
10,507,708
365,483
(1,884)
2,319,140
20,000,000
1,064,807
17,680,860
(4,979,040)
2,283,258
44,640,910
The accompanying notes form part of these financial statements.
*Restated – Refer to Note 1(f) for details.
– 25 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Exploration and evaluation expenditure
Other income
Interest received
Interest paid
Year ended
Year ended
30 June 2019
$
30 June 2018
$
Note
(2,815,614)
(985,548)
(7,972,872)
(4,545,978)
1,221,544
200,363
(171)
-
42,384
-
Net cash (used in) operating activities
15
(9,366,750)
(5,489,142)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant and equipment
Payment for security deposit
Proceeds from partial disposal of subsidiary
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(1,180,147)
-
20,000,000
18,819,853
(28,552)
(45,000)
-
(73,552)
Proceeds from issue of shares
10,000,000
15,000,001
Payment of transaction costs associated with issue of securities
(1,884)
(981,370)
Net cash provided by financing activities
Net increase in cash held
9,998,116
14,018,631
19,451,219
8,455,937
Cash and cash equivalents at beginning of financial period
8,526,198
70,261
Cash and cash equivalents at end of financial period
6
27,977,417
8,526,198
The accompanying notes form part of these financial statements.
– 26 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements and notes represent those of Galena Mining Limited and its controlled entities (together
referred to as the “Company” or the “Group” or the “Consolidated Entity”). Galena Mining is a public company,
incorporated and domiciled in Australia. The Consolidated Entity or the Group refers to the Company and the entity
controlled during the year and at the year end.
The financial statements were authorised for issue on 25th September 2019 by the directors of the Company. The
directors have the power to amend and reissue the financial statements.
Basis of Preparation
The financial statements are general purpose financial statements that have been prepared in accordance with
Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the
Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The Company is a for-profit entity for
financial reporting purposes under the Australian Accounting Standards.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial
statements containing relevant and reliable information about transactions, events and conditions. Compliance with
Australian Accounting Standards ensures that the financial statements and notes also comply with International
Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of this
financial report are presented below. They have been consistently applied unless otherwise stated.
The financial statements have been prepared on an accruals basis and is based on historical costs, modified where
applicable, by the measurement at fair value of financial assets and financial liabilities.
Accounting Policies
The following is a summary of the material accounting policies adopted by the Company in the preparation of the
financial report.
a)
Going Concern
The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business
activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.
The Group incurred a loss for the period of $2,420,609 and net cash outflows from operating activities of $9,366,750.
These conditions indicate a material uncertainty that may cast significant doubt about the ability of the Company and
Group to continue as a going concern.
The directors believe the Group is a going concern as they have appropriate plans to raise additional capital to fund
forecasted activities.
Should the Company or the Group be unable to continue as a going concern it may be required to realise its assets
and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the
financial statements. The financial statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or to the amount and classification of liabilities that might result should the
Company or Group be unable to continue as a going concern and meet its debts as and when they fall due.
– 27 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
b)
Operating Segments
Operating segments are presented using the ‘management approach’ where the information presented is on the same
basis as the internal reports provided to the Chief Operating Decision Makers. The Chief Operating Decision Maker is
responsible for the allocation of resources to operating segments and assessing their performance.
c)
Foreign Currency Translation
The financial statements are presented in Australian dollars, which is Galena Mining Limited’s functional and
presentation currency.
d)
Income Tax
The income tax expense (revenue) for the period comprises current income tax expense (income) and deferred tax
expense (income).
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are
therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the
period as well unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss
when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where
amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised
from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on
accounting or taxable profit or loss.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset
is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their
measurement also reflects the manner in which management expects to recover or settle the carrying amount of the
related asset or liability.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures,
deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can
be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax
assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities
where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability
will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered
or settled.
– 28 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
__________________________________________________________________________________
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
e)
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in normal
operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held primarily
for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional
right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are
classified as non-current. Deferred tax assets and liabilities are always classified as non-current.
f)
Exploration and Evaluation Expenditure
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These
costs are only carried forward to the extent that they are expected to be recouped through the successful development
of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the
existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the period in which the
decision to abandon the area is made.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward
costs in relation to that area of interest.
On 15 February 2019 the Directors resolved to revise the policy pertaining to AASB 6, Exploration for and Evaluation
of Mineral Resources with retrospective effect, whereby all costs incurred in acquisition and evaluation activities would
be expensed in the period in which they are incurred unless the expenditure related to an area that had either: (a)
already demonstrated economic or development potential; or (b) was integrated with a license that had already
demonstrated economic or development potential, considered part of the overall area of interest.
The Directors are of the view that this change in accounting policy provides a more conservative accounting approach.
In accordance with AASB 108, Accounting Policies, Changes in Accounting Estimates and Errors, this change in the
application of AASB 6 requires a restatement of prior period comparatives.
Restatement of Statement of Profit or Loss and Other Comprehensive Income
Reported loss for the year ended 30 June 2018
Retrospective adjustment – write off exploration expenditure
Restated loss for the year ended 30 June 2018
$
(1,214,076)
(653,909)
(1,867,985)
– 29 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
g)
Financial Instruments
Recognition and Initial Measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions
to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the
purchase or sale of the asset.
Financial instruments are initially measured at fair value plus transactions costs except where the instrument is
classified ‘at fair value through profit or loss in which case transaction costs are expensed to profit or loss immediately.
Classification and Subsequent Measurement
Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method,
or cost.
Amortised cost is calculated as the amount at which the financial asset or financial liability is measure at initial
recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative
amortization of the difference between that initial amount and the maturity amount calculated using the effective
interest method.
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied
to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar
instruments and option pricing models.
The effective interest method is used to allocate interest income or interest expense over the relevant period and is
equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and
other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the contractual term) of
the financial instruments to the net carrying amount of the financial asset or financial liability. Revisions to expected
future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an
income or expense item in profit or loss.
The Company does not designate any interests in subsidiaries, associates or joint venture entities as being subject to
the requirements of accounting standards specifically applicable to financial instruments.
Financial assets at fair value through profit or loss
(i)
Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of
short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an
accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key
management personnel on a fair value basis in accordance with a documented risk management or investment
strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit
or loss.
Loans and receivables
(ii)
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in
an active market and are subsequently measured at amortised cost.
Loans and receivables are included in current assets, where they are expected to mature within 12 months after the
end of the reporting period.
Financial Liabilities
(iii)
Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains
or losses are recognised in profit or loss through the amortisation process and when the financial liability is
derecognised.
– 30 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
__________________________________________________________________________________
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
h)
Impairment of Assets
At the end of each reporting date, the Company assesses whether there is any indication that an asset may be
impaired. The assessment will include the consideration of external and internal sources of information including
dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits.
If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to
sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its
recoverable amount is expensed.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
i)
Employee Benefits
Provision is made for the company’s liability for employee benefits arising from services rendered by employees to
balance date. Employee benefits that are expected to be settled within a 12 month period have been measured at the
amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than
12 months have been measured at the present value of the estimated future cash outflows to be made for those
benefits.
j)
Equity-settled compensation
The Company operates equity-settled share-based payment employee share and option schemes. The fair value of
the equity to which employees become entitled is measured at grant date and recognised as an expense over the
vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the
market bid price. The fair value of options is ascertained using a Black –Scholes pricing model which incorporates all
market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of
each reporting date such that the amount recognised for services received as consideration for the equity instruments
granted shall be based on the number of equity instruments that eventually vest.
k)
Fair Value Measurement
When an asset or liability, financial or non-financial is measures at fair value for recognition or disclosure purposes,
the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date; and assumes that the transaction will take place
either; in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on
its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects
the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date
and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to
the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is
either not available or when the valuation is deemed to be significant. External valuers are selected based on market
knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to
another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and
a comparison, where applicable, with external sources of data.
l)
Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of
tax, from the proceeds.
– 31 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
m)
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Galena Mining Limited,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares,
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and
the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive
potential ordinary shares.
n)
Provisions
Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
o)
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid
investments with original maturities of 3 months or less.
p)
Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial
assets.
All revenue is stated net of the amount of goods and services tax (GST).
q)
Borrowing Costs
All borrowing costs are recognised as expense in the period in which they are incurred.
r)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial
position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing
and financing activities, which are disclosed as operating cash flows.
– 32 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
__________________________________________________________________________________
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
s)
Principles of Consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the parent, Galena Mining
Limited and all of the subsidiaries (including any structured entities). Subsidiaries are entities the parent controls. The
parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 23.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group
from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the
date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between
group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and
adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling
interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries
and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non-
controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling
interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling
interests are shown separately within the equity section of the statement of financial position and statement of
comprehensive income.
t)
Critical Accounting Estimates and Judgments
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge
and best available current information. Estimates assume a reasonable expectation of future events and are based on
current trends and economic data, obtained both externally and within the Company.
Exploration and Evaluation Expenditure
Exploration and evaluation costs are expensed in the period in which they are incurred unless the expenditure related
to an area that had either: (a) already demonstrated economic or development potential; or (b) was integrated with a
license that had already demonstrated economic or development potential, considered part of the overall area of
interest.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. Significant judgement may be required in determining the valuation
technique adopted. The fair value of the options issued in the current period are determined by an internal valuation
using a Black-Scholes option pricing model, using the assumptions detailed in note 17. The assumptions detailed in
this note are also judgemental.
For equity transactions with consultants and other employees, the fair value reflects the value attributable to services
where applicable. Where there is no quantifiable value of services the value of options is calculated using the Black
and Scholes option pricing model or in the case of share grants, the fair value of an ordinary share is utilised.
For instruments issued with market-based conditions, alternative valuation methodologies would be adopted.
– 33 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
u)
New accounting standards for application in the current period
In the year ended 30 June 2019, the Group has adopted all of the new or amended Accounting Standards and
Interpretations issued by the AASB that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The following Accounting Standards and Interpretations are most relevant to the Consolidated Entity:
AASB 9 Financial Instruments
The consolidated entity has adopted AASB 9 from 1 July 2018. The standard introduced new classification and
measurement models for financial assets. A financial asset shall be measured at amortised cost if it is held within a
business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified
dates and that are solely principal and interest. A debt investment shall be measured at fair value through other
comprehensive income if it is held within a business model whose objective is to both hold assets in order to collect
contractual cash flows which arise on specified dates that are solely principal and interest as well as selling the asset
on the basis of its fair value. All other financial assets are classified and measured at fair value through profit or loss
unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments
(that are not held-for-trading or contingent consideration recognised in a business combination) in other comprehensive
income ('OCI'). Despite these requirements, a financial asset may be irrevocably designated as measured at fair value
through profit or loss to reduce the effect of, or eliminate, an accounting mismatch. For financial liabilities designated
at fair value through profit or loss, the standard requires the portion of the change in fair value that relates to the entity's
own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting
requirements are intended to more closely align the accounting treatment with the risk management activities of the
entity. New impairment requirements use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment
is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly
since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to
measuring expected credit losses using a lifetime expected loss allowance is available.
AASB 15 Revenue from Contracts with Customers
The consolidated entity has adopted AASB 15 from 1 July 2018. The standard provides a single comprehensive model
for revenue recognition. The core principle of the standard is that an entity shall recognise revenue to depict the transfer
of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to
be entitled in exchange for those goods or services. The standard introduced a new contract-based revenue recognition
model with a measurement approach that is based on an allocation of the transaction price. This is described further
in the accounting policies below. Credit risk is presented separately as an expense rather than adjusted against
revenue. Contracts with customers are presented in an entity's statement of financial position as a contract liability, a
contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's
payment. Customer acquisition costs and costs to fulfil a contract can, subject to certain criteria, be capitalised as an
asset and amortised over the contract period.
It has been determined by the Group that there is no impact, material or otherwise, of the new and revised Standards
and Interpretations on the financial performance and position of the Consolidated Entity from the adoption of these
Accounting Standards
– 34 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
__________________________________________________________________________________
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1:
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
v)
New accounting standards for application in future periods
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the company for the annual reporting period ended 30 June 2019. The
Group’s assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant
to the company, is set out below.
Reference/ Title
Summary
AASB 16 Leases
Narrow scope
amendments to IFRS 9
and IAS 28 (AASB
2017-7)
AASB 16 will primarily affect the accounting by lessees
and will result in the recognition of almost all leases on
the balance sheet. The standard removes the current
distinction between operating and financing leases and
requires recognition of an asset (the right to use the
leased item) and a financial liability to pay rentals for
almost all lease contracts. The accounting by lessors,
however, will not significantly change.
The IASB has issued amendments to IFRS 9 Financial
Instruments and to IAS 28 Investments in Associates
and Joint Ventures to aid with the implementation of
IFRS 9. Equivalent amendments to the respective
Australian Standards are expected to be issued shortly.
Annual Improvements
2015– 2017 Cycle
(AASB 2018-1)
This standard makes amendments to AASB 3 Business
Combinations, AASB 11 Joint Arrangements, AASB 112
Income Taxes and AASB 123 Borrowing Costs.
Amendments to AASB
19 – plan amendment,
curtailment or
settlement (AASB 2018
-2)
IASB amends the
definition of material
The AASB has issued amendments to the guidance in
AASB 119 Employee Benefits in connection with
accounting for plan amendments, curtailments and
settlements.
The IASB has made amendments to IAS 1 Presentation
of Financial Statements and IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors and
consequential amendments to other IFRSs which: i) use
a consistent definition of materiality throughout IFRSs
and the Conceptual Framework for Financial Reporting;
ii) clarify when
iii)
incorporate some of the guidance in IAS 1 about
immaterial information.
is material; and
information
Application
date of
standard
Application
date for
Group
1 January
2019
1 July 2019
1 January
2019
1 July 2019
1 January
2019
1 January
2019
1 July 2019
1 July 2019
1 January
2020
1 July 2020
IASB amends the
definition of a business
(IFRS 3)
The IASB has issued amendments to the guidance in
IFRS 3 Business Combinations
the
definition of a business.
that revises
1 January
2020
1 July 2020
Sale or contribution of
assets between an
investor and its
associate or joint
venture (AASB 2014-10)
The amendments clarify the accounting treatment for
sales or contribution of assets between an investor and
its associates or joint ventures. They confirm that the
accounting depends on whether the contributed assets
constitute a business or an asset.
1 January
2022
1 July 2022
The Group has considered what impact AASB 16 Leases will have on the financial statements, when applied next year,
and have concluded that they will have no impact the Group currently has minimal leases and are considered
immaterial
– 35 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2:
REVENUE
Interest received
Other income
Total Revenue
NOTE 3:
OTHER EXPENSES
Bank fees
Legal expenses
Plan purchase option fee
Other expenses
Total Other Expenses
NOTE 4:
EARNINGS PER SHARE
2019
$
200,363
1,221,545
1,421,908
1,859
379,336
250,000
30,548
661,743
2018
$
61,855
-
61,855
3,211
34,565
-
17,035
54,811
2019
$
2018
$
Cents per share
Cents per share
Basic and diluted loss per share
(0.71)
(0.75)
The loss and weighted average number of ordinary shares used in
this calculation of basic and diluted loss per share are as follows:
Loss
$
$
(2,420,609)
(1,867,985)
Number
Number
Weighted average number of ordinary shares for the purposes of
basic and diluted loss per share (post share split)
342,717,944
249,341,192
As the Company is in a loss position the options outstanding at 30 June 2019 have no dilutive effects on the earnings
per share calculation.
– 36 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
__________________________________________________________________________________
NOTES TO THE FINANCIAL STATEMENTS
NOTE 5:
INCOME TAX EXPENSE
a. Recognised in the income statement:
Current tax
Deferred tax
Income tax as reported in the statement of comprehensive income
2019
$
2018
$
-
-
-
-
-
-
b. Reconciliation of income tax expense to prima facie tax
payable:
Loss from ordinary activities before income tax expense
(2,420,609)
(1,867,985)
Prima facie tax benefit on loss from ordinary activities before
income tax at 27.5% (2018: 27.5%)
Increase in income tax due to:
- Non-deductible expenses
- Changes in unrecognised temporary differences
- Unused tax losses not recognised
(665,667)
(513,696)
(335,925)
85,705
(2,255,928)
3,171,815
136,003
(622,354)
1,000,047
Income tax attributable to operating loss
-
-
The following deferred tax balances have not been recognised:
c. Deferred tax assets not recognised
Carry forward revenue losses
Accruals
Capital raising costs
Net deferred tax asset
15,619,767
12,693,781
24,107
183,457
8,320
247,576
15,827,331
12,949,677
The carry forward revenue losses are only available for offset subject to Galena Mining Limited and Abra Mining Pty
Ltd satisfying the carried-forward loss tests for deductibility such as the Continuity of Ownership Test and the Same
Business Test.
d. Deferred tax liabilities not recognised
Exploration expenditure
Interest receivable
Net deferred tax liability
4,939,724
1,464,061
58,425
5,241
4,998,149
1,469,302
Potential deferred tax assets attributable to tax losses and other temporary differences have not been brought to
account at 30 June 2019 because the directors do not believe it is appropriate to regard realisation of the deferred tax
assets as probable at this point in time. These benefits will only be obtained if:
the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit
from the deductions for the expenditure to be realised; and
no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the
expenditure.
– 37 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 6:
CASH AND CASH EQUIVALENTS
Cash at bank
Term deposits at call
Total Cash and Cash Equivalents
2019
$
2,854,715
25,122,702
27,977,417
2018
$
1,526,198
7,000,000
8,526,198
Reconciliation to cash and cash equivalents at the end of the financial year
The above figure is reconciled to cash and cash equivalents at the end of the financial year as shown in the statement
of cash flows as follows:
Balance as above
Balance as per statement of cash flows
27,977,417
27,977,417
8,526,198
8,526,198
NOTE 7:
TRADE AND OTHER RECEIVABLES
Current
GST receivable
Other trade receivables
Credit Card guarantee
Rent guarantee
Total Trade and Other Receivables
NOTE 8:
PLANT AND EQUIPMENT
Motor Vehicle
At cost
Accumulated depreciation
Computer & Office Equipment
At cost
Accumulated depreciation
Equipment and Tools
At cost
Accumulated depreciation
Construction work in progress at cost
Total Plant and Equipment
– 38 –
626,647
70,312
45,000
30,153
772,112
267,218
19,471
45,000
-
331,689
8,018
(2,671)
5,347
29,371
(9,474)
19,897
2,350
(385)
1,965
1,168,960
1,196,169
5,000
(915)
4,085
18,184
(2,614)
15,570
5,368
(327)
5,041
-
24,696
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 9:
EXPLORATION AND EVALUATION EXPENDITURE
Exploration expenditure capitalised
-
-
Exploration and evaluation asset acquisition
Exploration and evaluation costs incurred
A reconciliation of the carrying amount of exploration and
evaluation expenditure is set out below:
- Carrying amount at the beginning of the year
- Costs capitalised during the year
- Change in accounting policy (Note 1(f))
-
Acquisition of Abra tenements
2019
$
2018
$
3,674,165
14,490,489
18,164,654
3,500,000
4,669,949
8,169,949
8,169,949
9,820,540
-
174,165
-
8,823,858
(653,909)
-
Carrying amount at the end of the year
18,164,654
8,169,949
NOTE 10:
TRADE AND OTHER PAYABLES
Current
Sundry payables and accrued expenses
3,563,363
945,412
Trade creditors are expected to be paid on 30-day terms.
NOTE 11: PROVISIONS
Current
Provisions for employee entitlements
48,034
15,771
– 39 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 12:
ISSUED CAPITAL
Movement in ordinary shares
Balance at beginning of period
Project acquisition shares issued on 30 August 2017
IPO shares issued on 30 August 2017
Share split on 1:5 basis on 23 March 2018
Share-based payments issued on 3 April 2018
Placement shares issued on 26 April 2018
2019
No.
2019
$
2018
No.
2018
$
336,564,520
18,085,201
8,100,000
453,600
17,500,000
3,500,000
30,000,000
6,000,000
222,400,000
-
500,000
112,970
58,064,520
9,000,001
Share-based payments issued on 9 October 2018
458,333
80,208
Placement shares issued on 26 March 2019
12,500,000
5,000,000
Placement shares issued on 17 April 2019
12,500,000
5,000,000
Share-based payments issued on 2 May 2019
2,500,000
427,500
Share issue costs
Balance at reporting date
(1,884)
(981,370)
364,522,853
28,591,025 336,564,520
18,085,201
Terms and conditions of issued capital
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the
number of shares held. The fully paid ordinary shares have no par value.
At the shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
Capital risk management
The Group objectives when managing capital are to safeguard its ability to continue as a going concern, so that it
may continue to provide returns for shareholders and benefits for other stakeholders.
The Group’s capital includes ordinary share capital and financial liabilities, supported by financial assets.
Due to the nature of the Group’s activities, being mineral exploration, it does not have ready access to credit
facilities, with the primary source of funding being equity raisings. Accordingly, the objective of the Group’s capital
risk management is to balance the current working capital position against the requirements of the Group to meet
exploration programmes and corporate overheads. This is achieved by maintaining appropriate liquidity to meet
anticipated operating requirements, with a view to initiating appropriate capital raisings as required. The Group is
not exposed to externally imposed capital requirements.
– 40 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
__________________________________________________________________________________
NOTE 12:
ISSUED CAPITAL (continued)
Capital risk management (continued)
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Working capital position
2019
$
27,977,417
772,112
(3,611,397)
25,138,132
2018
$
8,526,198
331,689
(961,183)
7,896,704
NOTE 13:
SHARE-BASED PAYMENT RESERVE
The share-based payments reserves record items recognised as expenses on valuation of employees and
consultants options.
Opening balance 1 July
Share-based payments vesting expense
Share-based payments issued
Closing balance 30 June
Refer to Note 18 for valuation technique and assumptions.
NOTE 14:
AUDITORS’ REMUNERATION
Remuneration of the auditor of the parent entity for:
—
—
—
auditing or reviewing the financial report of
consolidated group
reviewing the financial report of subsidiary
preparation of income tax
2019
$
699,324
792,983
(427,500)
1,064,807
2019
$
61,585
6,000
2,750
70,335
2018
$
323,074
376,250
-
699,324
2018
$
36,950
-
2,750
39,700
– 41 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 15:
CASHFLOW FROM OPERATING ACTIVITIES
Reconciliation of Cash Flow from Operations with Loss after
Income Tax
Loss after income tax
Non-cash flows in loss:
Share-based payments
Depreciation
Other non-cash items
Changes in assets and liabilities:
2019
$
2018
$
(2,420,609)
(1,867,985)
873,191
8,674
18,338
489,220
3,856
(15,771)
(1,520,406)
(1,390,680)
(Increase)/decrease in trade and other receivables
(Increase)/decrease in prepayments
(440,423)
(43,092)
(279,902)
(98,863)
(Increase)/decrease in exploration expenditure
(9,995,420)
(4,669,949)
Increase/(decrease) in trade payables and accruals
Increase/(decrease) in provisions
Cashflow from operating activities
2,600,328
32,263
934,481
15,771
(9,366,750)
(5,489,142)
NOTE 16:
TRANSACTIONS WITH RELATED ENTITIES
Key Management Personnel
The totals of remuneration paid or due to be paid to the KMP of the Company during the period are as follows:
Short-term employment benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share based payments
Total Remuneration paid or due to be paid
2019
$
965,445
46,929
-
-
791,516
1,803,890
2018
$
366,900
34,853
-
-
489,220
890,973
Transactions between related parties are on commercial terms and conditions, no more favourable than those
available to other parties unless otherwise stated.
-
-
In 2018, Bloomgold Resources Pty Ltd, a company of which Mr Morrison is a director, and Silverlight Holdings
Pty Ltd, a company of which Mr Cairns is a director, were issued total of 87,500,000 shares (post 1:5 share split)
for the consideration value of $3,500,000 Galena’s acquisition of Abra Mining Pty Ltd.
In 2018, EJ Turner Consulting, a company of which the CEO, Mr Edward Turner is a director, received $26,560
for Geological Services for work performed on Abra Project (2018: $26,560).
– 42 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
__________________________________________________________________________________
NOTE 17:
EVENTS AFTER REPORTING PERIOD
- On 3 July 2019, the Company announced that its subsidiary AMPL had received all of the major approvals
required for construction, mining and production at the Abra Base Metals Project.
- On 22 July 2019, the Company released a definitive feasibility study (“DFS”) for its Abra Base Metals Project.
- On 2 August 2019, the Company announced that its subsidiary, AMPL, received a cash investment tranche of
$10M from Toho and issued additional shares to Toho’s wholly-owned subsidiary CBHWA in accordance with
the Investment Agreement such that Toho (via CBHWA) now owns 13.33% of AMPL, with Galena currently
retaining the remaining 86.67%.
- On 13 August 2019, the Company issued 2,000,000 performance rights as part of the remuneration package
for the Chief Financial Officer, Mr Barnes, which will convert into shares upon the achievement of various
milestones expiring on 12 August 2024.
- On 14 August 2019, the Company successfully concluded the development drilling program for the Abra Base
Metals Project with a total of 43 diamond core drill-holes (18,255 metres) completed between April and August
2019. New drilling represents a more than 30% increase in total drilling associated with the project.
- On 6 September 2019, the Company converted 1,000,000 performance rights to fully paid ordinary shares.
The relevant tranche of performance rights is part of the remuneration package for the Managing Director/Chief
Executive Officer, Mr Molyneux, and vested on 1 September 2019.
- On 9 September 2019, Warburton Portfolio Pty Ltd acquired 30,400,000 fully paid shares in the Company via
an off-market purchase from certain individual holders, including entities associated with three of the
Company’s directors: Mr Byass, Mr Downes and Mr Morrison. In addition, Mr Byass and Mr Downes exercised
in aggregate 10,100,000 options in order to maintain their overall pro-rata shareholding levels in the Company.
No other matter or circumstance has arisen since the end of audited period which significantly affected or may
significantly affect the operations of the Company, the results of those operations, or the state of affairs of the
Company in future financial periods.
NOTE 18:
SHARE-BASED PAYMENTS
Grant Date/entitlement
Number of
Instruments
Grant Date Fair value per
instrument $
Value $
Options issued on 30 August
2017 exercisable at $0.08* on or
before 30 June 2021 (i)
Options issued on 7 February
2018 exercisable at $0.30* on or
before 6 February 2021 (ii)
1,250,000*
30/08/2017
0.0226
28,250
5,000,000*
07/02/2018
0.0696
348,000
Total value at 30 June 2018
376,250
Performance Rights issued on 9
November 2018 exercisable on or
before 9 November 2023 (iii)
Share Appreciation Rights issued
on 13 February 2019
to
employees exercisable on or
before 21 January 2024 (iv)
16,500,000
09/11/2018
0.0846
1,395,500
1,260,000
09/11/2018
0.1095
137,907
Total value at 30 June 2019
1,533,407
* The number and exercise price of the options granted are on a post 1:5 share split basis.
No options have expired or been exercised and therefore, the total options on issue at 30 June 2019 represent all
those issued since incorporation noted above – 34,750,000 on a post-split basis.
– 43 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 18:
SHARE BASED PAYMENTS (continued)
The below inputs have been adjusted to ensure they are on a post-split basis.
(i)
1,250,000* unlisted Options issued as part of employment agreement and to Promoters have been
calculated using Black-Scholes option pricing model with the following inputs:
Expected volatility (%)
Risk free interest rate (%)
Weighted average expected life of options (years)
Expected dividends
Option exercise price ($)
Share price at grant date ($)
Fair value of option ($)
Expiry date
Options Granted on
30 August 2017
100
2.08
3.84
Nil
0.08
0.04
0.0226
30 June 2021
(ii)
5,000,000* unlisted Options issued as part of employment agreement have been calculated using
Black-Scholes option pricing model with the following inputs:
Expected volatility (%)
Risk free interest rate (%)
Weighted average expected life of options (years)
Expected dividends
Option exercise price ($)
Share price at grant date ($)
Fair value of option ($)
Expiry date
Options Granted on
7 February 2018
51
2.12
3
Nil
0.30
0.24
0.0696
30 June 2021
Both tranches were deemed to vest immediately as there are no vesting conditions.
(iii)
16,500,000 Performance Rights issued as part of engagement agreement have been calculated
using Black-Scholes option pricing model with the following inputs:
Expected volatility (%)
Risk free interest rate (%)
Weighted average expected life of options (years)
Expected dividends
Option exercise price ($)
Share price at grant date ($)
Fair value of option ($)
Expiry date
Performance Rights
Granted on
9 November 2018
90
2.02
4.47
Nil
Nil
0.19
0.0846
9 November 2023
– 44 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
__________________________________________________________________________________
NOTE 18:
SHARE BASED PAYMENTS (continued)
(iv)
1,260,000 Share Appreciation Rights issued as part of employment agreement have been
calculated using Black-Scholes option pricing model with the following inputs:
Expected volatility (%)
Risk free interest rate (%)
Weighted average expected life of options (years)
Expected dividends
Option exercise price ($)
Share price at grant date ($)
Fair value of option ($)
Expiry date
Share Appreciation
Rights Granted on
13 February 2019
70
1.94
1.75
Nil
0.17
0.19
0.1095
21 January 2024
Reconciliation of the number of Options, Performance Rights and Share Appreciation Rights
Opening balance at 1 July
Issued
Expired
Exercised
Other changes - Post-share split (1:5 basis)
Closing balance 30 June
2019
Number
34,750,000
22,760,000
-
(2,500,000)
-
55,010,000
2018
Number
5,700,000
1,250,000
-
-
27,800,000
34,750,000
NOTE 19:
CONTINGENT ASSETS AND LIABILITIES
In the opinion of the directors there were no contingent assets or liabilities as at 30 June 2019.
NOTE 20:
CAPITAL AND OTHER COMMITMENTS
Expenditure commitments for Abra Project*
Within one year
Between 1 and 5 years
30 June
30 June
2019
$
2018
$
4,515,289
141,921
652,000
315,014
5,167,289
456,935
* Native title compensation arrangements were agreed by AMPL in May 2019 and expected payments under this
agreement have been included in the above expenditure commitments for the Abra Project.
– 45 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 20:
CAPITAL AND OTHER COMMITMENTS (continued)
Office rental commitments
Within one year
Between 1 and 5 years
30 June
30 June
2019
$
75,466
157,792
233,258
2018
$
-
-
-
Upon adoption of AASB16 Leases, the consolidated entities’ total assets and liabilities will increase by $191,081.
NOTE 21: OPERATING SEGMENTS
The Company has identified its operating segments based on the internal reports that are reviewed and used by
the board of directors (chief operating decision makers) in assessing performance and determining the allocation
of resources. Since the acquisition of the Abra Project, the Company manages primarily on the basis of one
geographical segment being Australia, and two business segments being mineral exploration and treasury.
NOTE 22:
FINANCIAL RISK MANAGEMENT
The Company’s financial instruments consist mainly of deposits with banks, accounts receivable and accounts
payable.
The Board of Directors has overall responsibility for the oversight and management of the Company’s exposure to
a variety of financial risks (including market risk, credit risk and liquidity risk).
Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to
recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as
disclosed in the Statement of Financial Position and notes to the financial statements.
The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient
collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company’s
exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of
transactions is spread amongst approved counterparties.
The company does not have any collateral. Credit risk related to balances with banks and other financial institutions
is managed by the board. The board’s policy requires that surplus funds are only invested with counterparties with
a Standard & Poor’s rating of at least AA-. All the Company’s surplus funds are invested with AA Rated financial
institutions.
The Company does not have any material credit risk exposure to any single receivable or Company of receivables
under financial instruments entered into by the Company.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses
or risking damage to the Company’s reputation.
The responsibility of liquidity risk management rests with the Board of Directors. The Company manages liquidity
risk by monitoring forecast cash flows and ensuring that adequate working capital is maintained. The Company’s
policy is to ensure that it has sufficient cash reserves to carry out its planned exploration activities over the next 12
months.
– 46 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
__________________________________________________________________________________
NOTE 22:
FINANCIAL RISK MANAGEMENT (continued)
The table below reflects an undiscounted contractual maturity analysis for financial liabilities and receivables.
Financial liability and financial asset maturity analysis
2019
Weighted
Average Interest
Rate
1 year
or less
$
Between
1 & 2 years
$
Between 2 &
5 years
$
Total
$
Non Derivatives
Financial Assets
Cash and Cash Equivalents
Trade and Other Receivables
Financial Liabilities
Trade Payables
Net Financial Assets
2018
Non Derivatives
Financial Assets
Cash and Cash Equivalents
Trade and Other Receivables
Financial Liabilities
Trade Payables
Net Financial Assets
1.84%
27,977,417
696,959
(3,563,363)
25,111,013
-
-
-
-
-
-
-
-
27,977,417
696,959
(3,563,363)
25,111,013
Weighted
Average Interest
Rate
1 year
or less
$
Between
1 & 2 years
$
Between 2 &
5 years
$
Total
$
2.18%
-
-
8,526,198
286,689
(945,412)
7,867,475
-
-
-
-
-
-
-
-
8,526,198
286,689
(945,412)
7,867,475
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices will affect the Company’s income or the value of its holdings of financial instruments.
Interest rate risk
The Company manages interest rate risk by monitoring immediate and forecast cash requirements and ensuring
adequate cash reserves are maintained.
Interest rate sensitivity analysis
The following table illustrates sensitivities to the consolidated entity’s exposures to changes in interest rates and
equity prices. These sensitivities assume that the movement in a particular variable is independent of other
variables.
Year ended 30 June 2019
+/- 1% interest rate
Year ended 30 June 2018
+/- 1% interest rate
Fair value of financial instruments
Profit
$
Equity
$
+/- 279,774
+/- 279,774
+/- 85,262
+/- 85,262
Unless otherwise stated, the carrying amount of financial instruments reflects their fair value.
– 47 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
NOTE 23: GROUP INFORMATION
Interest in controlled entities
The consolidated financial statements incorporate the assets, liabilities and the results of the following subsidiary
in accordance with the accounting policy described in note 1:
Name
Country of
Incorporation
Class of share
Equity holding
30 June 2019
30 June 2018
Abra Mining Pty Ltd
Australia
Metal Range Ltd
Australia (i)
MR1 Holding Pty Ltd
Australia (i)
Ordinary
Ordinary
Ordinary
91.11%
100%
100% (ii)
100%
100%
100% (ii)
(i) Both entities have no activity.
(ii) MR1 Holding is a wholly owned subsidiary of Metal Range Limited only.
Parent entity information
The accounting policies of the parent entity, which have been applied in determining the financial information shown
below, are the same as those applied in the consolidated financial statements.
Statement of financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Statement of profit or loss and other comprehensive income
Loss for the year
Other comprehensive income
Total comprehensive income
– 48 –
2019
$
9,986,604
15,042,195
25,028,799
2018
$
8,745,464
75,598
8,821,062
213,695
184,786
-
213,695
24,815,104
-
184,786
8,636,276
28,163,525
1,492,307
18,085,201
699,324
(4,840,728)
(10,148,249)
24,815,104
8,636,276
2019
$
2018
$
(2,263,566)
(942,921)
-
-
(2,263,566)
(942,921)
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
NOTES TO THE FINANCIAL STATEMENTS
__________________________________________________________________________________
NOTE 23: GROUP INFORMATION (continued)
Proportion of equity interest held by non-controlling entity
Name
Country of
Incorporation
Abra Mining Pty Ltd
Australia
Non-controlling interest
30 June 2019
30 June 2018
8.89%
-
On 12 April 2019, the Company completed a transaction with Toho to invest $90,000,000 for a 40% joint-venture
investment in AMPL. AMPL received the first tranche payment of $20,000,000 and issued new shares to Toho’s
wholly-owned subsidiary, CBHWA, such that AMPL is owned 8.89% by CBHWA and 91.11% by Galena. The
transaction has been accounted for as an equity transaction with a non-controlling interest, resulting in the following:
Proceeds from the issue of new shares in AMPL to CBHWA
Net assets attributable to non-controlling interest
Increase in equity attributable to parent (represented by increase in consolidation reserve)
AMPL’s summarised statement of financial position
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Total equity
Attributable to:
Equity holders of parent
Non-controlling interest
AMPL’s summarised statement of profit or loss and other
comprehensive income
Revenue
Expenses
Loss for the year
Other comprehensive income
Total comprehensive income
Attributable to non-controlling interest
Dividends paid to non-controlling interest
NOTE 24:
ASSET ACQUISITION
$
20,000,000
(2,319,140)
17,680,860
2018
$
211,365
4,638,023
(795,373)
(4,724,996)
(670,981)
2019
$
18,842,824
15,464,488
(3,397,702)
(5,226,162)
25,683,448
23,400,189
2,283,259
(670,981)
-
2019
$
1,313,742
(816,876)
(496,866)
-
(496,866)
(35,882)
-
2018
$
-
(671,060)
(671,060)
-
(671,060)
-
-
The acquisition of AMPL in 2018 was determined to be an asset acquisition as AMPL did not constitute a business
under Accounting Standards. The excess consideration paid over the net assets of AMPL totalling $3,500,000
becomes exploration expenditure on consolidation per Note 9.
– 49 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Galena Mining Limited, the directors of the company declare
that:
the financial statements, notes and the remuneration report in the Directors’ Report are in accordance with
1.
the Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the financial position of the consolidated entity as at 30 June
2019 and of its performance, for the year ended on that date; and
complying with Australian Accounting Standards (including International Financial Reporting
Standards) and the Corporations Regulations 2001;
2.
in the directors' opinion there are reasonable grounds to believe that the company will be able to pay its
debts as and when they become due and payable;
This declaration has been made after receiving the declarations required to be made by the directors in accordance
with sections of 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Adrian Byass
Chairman
Perth, 25 September 2018
– 50 –
PKF Perth
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF GALENA MINING LIMITED
Report on the Financial Report
Opinion
We have audited the accompanying financial report of Galena Mining Limited (the company), which comprises
the consolidated statement of financial position as at 30 June 2019, the consolidated statement of profit or loss
and other comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies
and other explanatory information, and the directors’ declaration of the company and the consolidated entity
comprising the company and the entities it controlled at the year’s end or from time to time during the financial
year.
In our opinion the financial report of Galena Mining Limited is in accordance with the Corporations Act 2001
including:
i)
Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2019 and
of its performance for the year ended on that date; and
ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we
comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance about whether the financial report is free from material misstatement. Our responsibilities
under those standards are further described in the Auditor’s Responsibility section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We are independent of the consolidated entity in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Level 4, 35 Havelock Street, West Perth, WA 6005
PO Box 609, West Perth, WA 6872
T: +61 8 9426 8999 F: +61 8 9426 8900 www.pkfperth.com.au
PKF Perth is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions
or inactions of any individual member or correspondent firm or firms.
Liability limited by a scheme approved under Professional Standards Legislation.
– 51 –
PKF Perth
Capitalised Exploration and Evaluation Expenditure
Why significant
How our audit addressed the key audit matter
As at 30 June 2019 the carrying value of
capitalised exploration and evaluation expenditure
was $18,164,654 (2018: $8,823,858), as disclosed
in Note 9. This represents 37.6% of the total assets
of the consolidated entity.
The consolidated entity’s accounting policy in
respect of capitalised exploration and evaluation
expenditure is outlined in Note 1(f). Estimates and
judgments in relation to capitalised exploration
and evaluation expenditure is detailed at Note
1(t).
Significant judgement is required:
facts
whether
determining
and
In
circumstances indicate that the capitalised
exploration and evaluation expenditure should
be tested for impairment in accordance with
Australian Accounting Standard AASB 6
Exploration for and Evaluation of Mineral
Resources; and
In determining the treatment of capitalised
exploration and evaluation expenditure in
accordance with AASB 6, and
the
consolidated entity’s accounting policy. In
particular:
o whether the particular areas of interest
meet the recognition conditions for an
asset; and
o which elements of exploration and
evaluation
for
expenditures
capitalisation for each area of interest.
qualify
Our work included, but was not limited to, the
following procedures:
Conducting a detailed
identify
impairment triggers in accordance with AASB 6
including:
review
to
o Confirming that rights of tenure of the areas
of interest remained current at reporting
date as well as confirming that rights to
tenure are expected to be renewed for
tenements that will expire in the near future;
o Obtaining representations from directors in
relation to the status of the exploration and
evaluation project for the area of interest
and confirming that a decision had been
made to continue activities; and
o Obtaining and assessing evidence of the
consolidated entity’s future intention for the
areas of
reviewing
budgeted expenditure and related work
programmes;
including
interest,
Testing, on a sample basis, exploration and
evaluation expenditure incurred during the year
for compliance with AASB 6 and the
consolidated entity’s accounting policy; and
Assessing the appropriateness of the related
disclosures in Note 1(f), Note 1(t) and Note 9.
– 52 –
PKF Perth
Valuation of Share Based Payments
Why significant
How our audit addressed the key audit matter
During the year the consolidated entity issued
16,500,000 performance rights and 1,260,000
share appreciation rights as disclosed in Note 18.
The valuation of share based payments requires
judgement in determining the assumptions and
inputs used
the valuation model. These
assumptions and inputs are further described in
Note 1 (t) and Note 18 to the financial report.
in
Our work included, but was not limited to:
Reviewing the key inputs used to calculate the
including
value of share based payments
expected volatility, risk free interest rate, strike
price, share price at grant date and expiry date
of the right or option;
Performing recalculations of the valuation based
on the consolidated entity’s inputs.
We also assessed the appropriateness of the note
disclosures Note 1 (t) and Note 18.
Other Information
Other information is financial and non-financial information in the annual report of the consolidated entity which is
provided in addition to the Financial Report and the Auditor’s Report. The directors are responsible for Other
Information in the annual report.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, the auditor does not
and will not express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report.
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 in the
Financial Report 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.
Directors’ Responsibilities for the Financial Report
The Directors of the company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the Directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the Directors also
state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that
the financial report complies with International Financial Reporting Standards.
In preparing the financial report, the Directors are responsible for assessing the consolidated entity’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using a going concern
basis of accounting unless the Directors either intend to liquidate the consolidated entity or to cease operations,
or have no realistic alternative but to do so.
– 53 –
PKF Perth
Auditor’s Responsibilities for the Audit of the Financial Report
Our responsibility is to express an opinion on the financial report based on our audit. Our objectives are to obtain
reasonable assurance about whether the financial report as a whole is free from material misstatement, whether
due to fraud or error, and to issue and auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individual or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report.
The procedures selected depend on the auditor’s judgement, including assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entity’s internal control.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.
We conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the consolidated entity’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial
report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
consolidated entity to cease to continue as a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the consolidated entity to express an opinion on the financial report. We are responsible for the
direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements.
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
– 54 –
PKF Perth
From the matters communicated with the Directors, we determine those matters that were of most significance in
the audit of the financial report of the current period and are therefore key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2019.
Opinion
In our opinion, the Remuneration Report of Galena Mining Limited for the year ended 30 June 2019, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
PKF PERTH
SIMON FERMANIS
PARTNER
25 SEPTEMBER 2019
WEST PERTH,
WESTERN AUSTRALIA
– 55 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
SHAREHOLDER INFORMATION
The following additional information is required by the Australian Securities Exchange Ltd in respect of listed public
companies only. The information is current as at 17 September 2019.
1.
Shareholding
a.
(i)
b.
c.
Distribution of Shareholders
Ordinary share capital
- 375,622,853 fully paid shares held by 848 shareholders. All issued ordinary share carry one vote per
share and carry the rights to dividends.
Category (size of holding)
1 - 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Class of Equity Security
Number of Holders
32
Fully Paid Ordinary Shares
3,456
149
110
365
192
848
443,088
826,971
14,959,158
359,390,180
375,622,853
The number of shareholdings held in less than marketable parcels is 35.
The Company had the following substantial shareholders listed in the holding company’s register at the
date of this report.
Fully Paid Ordinary Shares
Holder
Bloomgold Resources Pty Ltd
Citicorp Nominees Pty Ltd
Warburton Portfolio Pty Ltd
Brispot Nominees Pty Ltd
Number
66,250,000
43,206,222
30,400,000
22,963,884
Unlisted Options exercisable at $0.08 on 30 June 2021
Holder
Silverlight Holdings Pty Ltd
Valiant Equity Management Pty Ltd
Kiandra Nominees Pty Ltd
Edward Turner
Number
5,000,000
2,450,000
2,450,000
1,250,000
Unlisted Options exercisable at $0.06 on 30 June 2020
Holder
Silverlight Holdings Pty Ltd
Edward Turner
Rebecca Jane Orr
Lake Springs Pty Ltd
Number
2,500,000
1,250,000
1,250,000
1,250,000
– 56 –
%
17.64
11.50
8.09
6.11
%
38.76
18.99
18.99
9.69
%
37.04
18.52
18.52
18.52
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
SHAREHOLDER INFORMATION
d.
Voting Rights
The voting rights attached to each class of equity security are as follows:
Ordinary shares
-
Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a
meeting or by proxy has one vote on a show of hands.
e.
20 Largest holders of quoted equity securities (fully paid ordinary shares)
Name
Bloomgold Resources Pty Ltd
Citicorp Nominees Pty Ltd
Warburton Portfolio Pty Ltd
Brispot Nominees Pty Ltd
CS Fourth Nominees Pty Ltd < HSBC Custody Nominees A/C>
UBS Nominees Pty Ltd
HSBC Custody Nominees Australia Ltd
Fiona Van Den Berg
Zerrin Inv Pty Ltd
Connor Michael Maloney
Kiandra Nominees Pty Ltd
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12. Warbont Nominees Pty Ltd
13.
14.
15.
16.
Valiant Equity Management Pty Ltd
Tubechangers Pty Ltd
Silverlight Holdings Pty Ltd
Carrick Durrant Ryan
17. Molyneux Alexander Alan
18.
19.
20.
20.
20.
Grasmere Nominees Pty Ltd
Navigator Australia Ltd
Valiant Equity Management Pty Ltd
Kiandra Nominees Pty Ltd
PCAS Australia Pty Ltd
Number Held
Percentage %
66,250,000
43,206,222
30,400,000
22,963,884
16,540,053
12,621,371
10,920,757
9,529,526
8,900,000
8,000,000
7,500,000
7,314,211
7,000,000
4,857,975
4,450,000
3,963,119
3,500,000
3,000,000
2,750,000
2,500,000
2,500,000
2,500,000
17.64
11.50
8.09
6.11
4.40
3.36
2.91
2.54
2.37
2.13
2.00
1.95
1.86
1.29
1.18
1.06
0.93
0.80
0.73
0.67
0.67
0.67
2.
The Name of the Company Secretary is Mr Stephen Brockhurst.
281,167,118
74.86
3.
4.
The address of the registered office and principal place of business in Australia is Level 11, 216 St Georges
Terrace, Perth WA 6000. Telephone (08) 9481 0389.
Registers of securities are held at the following address:
Security Transfer Australia Pty Ltd
770 Canning Highway
Applecross WA 6153
– 57 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
SHAREHOLDER INFORMATION
5.
6.
Stock Exchange Listing
Quotation has been granted for all the ordinary shares of the company on the Australian Securities Exchange
Limited.
Restricted Securities
The Company has the following restricted securities on issue as at the date of this report.
-
75,100,000 fully paid ordinary shares escrowed for 12 months from 9 September 2019.
7.
Unquoted Securities
The Company has the following unquoted securities on issue as at the date of this report
-
-
-
-
-
-
-
-
-
-
6,750,000 options exercisable at $0.06 on or before 30 June 2020
5,000,000 options exercisable at $0.30 on or before 6 February 2021
12,900,000 options exercisable at $0.08 on or before 30 June 2021
1,250,000 options exercisable at $0.50 on or before 26 March 2023;
1,250,000 options exercisable at $0.60 on or before 26 March 2023;
1,250,000 options exercisable at $0.50 on or before 17 April 2023;
1,250,000 options exercisable at $0.60 on or before 17 April 2023;
13,000,000 performance rights expiring 9 November 2023;
2,000,000 performance rights expiring 12 August 2024;
1,260,000 share appreciation rights exercisable at $0.17 on or before 21 January 2024.
– 58 –
Galena Mining Limited and Controlled Entities
ABN 63 616 317 778
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES
Use of Funds
Between the date of listing on ASX and the date of this report the Company has used the cash and assets in a
form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives
and as set out in the Prospectus dated May 2017.
Schedule of Tenements
Tenement
Project
Location
Registered holder
% Interest
E52/1413
Jillawarra
E52/1455
Mulgul
E52/3575
Jillawarra
E52/3581
Jillawarra
E52/3630
Mulgul
G52/0286
Camp
G52/0292
Mulgul
L52/0121
Airstrip
M52/0776
Mulgul
L52/0198
Jillawarra
L52/0194
Mulgul
L52/0205
Teano
L52/0206
Erivilla
L52/207
L52/0210
Teano
Teano
*Application only
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
Abra Mining Pty Ltd
Abra Mining Pty Ltd
Galena Mining Limited
Galena Mining Limited
Galena Mining Limited
Abra Mining Pty Ltd
Abra Mining Pty Ltd
Abra Mining Pty Ltd
Abra Mining Pty Ltd
Abra Mining Pty Ltd
Abra Mining Pty Ltd
Abra Mining Pty Ltd
Abra Mining Pty Ltd
Abra Mining Pty Ltd
Abra Mining Pty Ltd
100%
100%
100%
-*
100%
100%
100%
100%
100%
100%
100%
-*
-*
100%
-*
The Company’s interest in the Abra Mining Pty Ltd tenements is held by virtue of its 91.11% equity holding in Abra
Mining Pty Ltd which in turn has a 100% interest in the tenements.
– 59 –