Godolphin Resources Limited
Annual Report 2020

Plain-text annual report

GODOLPHIN RESOURCES LIMITED ABN 13 633 779 950 Annual Report for the period from registration on 19 June 2019 to 30 June 2020 Corporate Directory Directors Jeremy Read– Non-Executive Chairman Ian Buchhorn – Non-Executive Director Douglas Menzies – Non-Executive Director Chief Executive Officer David Greenwood Company Secretary Ian Morgan Business Office 3 Barrett Street Orange NSW 2800 Postal Address PO Box 9497 Orange East NSW 2800 Telephone +61 431 477145 Email info@godolphinresources.com.au Registered Office Suite 2, 45 Ord Street West Perth WA 6005 Website www.godolphinresources.com.au Securities Exchange Australian Securities Exchange (ASX) ASX Code: GRL Securities Registry Automic Pty Ltd Level 2, 267 St Georges Terrace Perth WA 6000 Telephone (within Australia): 1 300 288 664 (outside Australia): +61 2 9698 5414 Auditor Butler Settineri (Audit) Pty Ltd Unit 16, First Floor Spectrum, 100 Railway Rd, Subiaco WA 6008 Godolphin Resources Limited Annual Report 30 June 2020 Page 2 Table of Contents Corporate Directory ........................................................................................................................................... 2 Table of Contents .............................................................................................................................................. 3 Chairman’s Letter .............................................................................................................................................. 5 Directors’ Report ............................................................................................................................................... 6 Consolidated Statement of Profit or Loss and Other Comprehensive Income ............................................... 25 Consolidated Statement of Financial Position................................................................................................. 26 Consolidated Statement of Changes in Equity ................................................................................................ 27 Consolidated Statement of Cash Flows ........................................................................................................... 28 Notes to the Financial Statements .................................................................................................................. 29 Directors’ Declaration ...................................................................................................................................... 51 Auditor’s Independence Declaration............................................................................................................... 52 Independent Auditor’s Report ........................................................................................................................ 53 Additional Shareholder Information ............................................................................................................... 57 Godolphin Resources Limited Annual Report 30 June 2020 Page 4 Chairman’s Letter 31 August 2020 Dear Shareholders, At Godolphin, our focus is on maintaining safe and optimal exploration operations whilst keeping our people well, supporting our staff through the COVID-19 pandemic and generating shareholder wealth. Fortunately, with all our employees being based in Orange NSW, exploration activities to date have been relatively unaffected by the COVID-19 pandemic and we have been able to make significant progress with the assessment of our projects. We continue to monitor the COVID-19 situation closely, ensuring that our exploration activities run safely. We have implemented cleaning and hygiene measures and, where necessary, adjusted our work routines to enable appropriate social distancing. We are following local and federal directives and advice for operating during the pandemic. In this challenging work environment, our focus has still been on developing our projects and creating value for shareholders. Following the highly successful listing on the ASX in December 2019, we have been firmly focussed on our key exploration projects in NSW within the Lachlan Fold Belt, Australia’s prime world-class gold-copper province. Our strong balance sheet has allowed Godolphin to rapidly progress the assessment of our projects and conduct early drilling programs, advancing the targeting and generating significant news flow to the market. Our exploration efforts have yielded substantial progress on our key projects. Drill ready targets have been identified at Mt Aubrey, Copper Hill East, and Gundagai North & South and the results to date have been very promising. This is testament to the prospectivity of our landholdings, and the capability of our geological team. A drill programme at Mt Aubrey early in 2020 yielded some excellent early results and we have recently commenced a follow up drilling program. At Copper Hill East, significant copper and gold/copper soil anomalies have been identified with coincident magnetic anomalies and extensive native copper in rock samples at surface. These targets are to be drill tested in the second half of calendar 2020. At Gundagai North & South, extensive porphyry dykes, with gold bearing quartz veining have been mapped and sampled and several key targets at both projects will be drill tested following completion of the drill programmes at Mt Aubrey and Copper Hill East. Looking forward, we remain focussed on the drill programmes planned for our key exploration projects in the second half of calendar 2020. We will continue to focus on putting a high proportion of exploration budgets into in-ground expenditure, while at the same time maintaining a strong balance sheet. Within the Lachlan Fold Belt, Godolphin has one of the largest exploration ground holdings which is a significant asset for the Company from which we aim to create and capture value for shareholders. I would like to take this opportunity to thank the exploration team at Godolphin, and my fellow Directors, for the work completed this year in difficult circumstances. To our shareholders, thank you for your continued support and trust in Godolphin, its assets and people. We look forward to an exciting year ahead. Kind regards Jeremy Read Chairman Godolphin Resources Limited Annual Report 30 June 2020 Page 5 Directors’ Report The Directors present their report, together with the financial statements of the consolidated entity (referred to hereafter as the ‘consolidated entity’ or the ‘Group’), consisting of Godolphin Resources Limited (referred to hereafter as the ‘Company’, ‘parent entity’ or ‘Godolphin’) and the entities it controlled at the end of, or during, the period ended 30 June 2020. Directors The Directors of the Company at any time during or since the end of the financial period are: Jeremy Read (Non-Executive Chairman) B.Sc (Hons), MAUSIMM Appointed 1 May 2020 Jeremy Read is a seasoned mining executive who has worked on a range of precious and base metals projects in Australia, Africa, North America, India and Scandinavia. He played critical roles in the discovery of the Kabanga North nickel deposit in Tanzania, the Cairn Hill magnetite-copper deposit in South Australia and the Boseto Copper deposit in Botswana. He is skilled in developing new technical teams, the management of technical and specialist service groups, project generation activities, risk management and multi-commodity mineral exploration. Since 2003 Jeremy has concentrated on developing junior mineral resource companies, creating and capturing value for shareholders. He is Technical Director of Pursuit Minerals Limited (ASX: PUR), appointed 23 August 2019. He has been a director of other ASX-listed resource companies: Discovery Metals to 31 August 2015 (ASX: DML), Meridian Minerals to 12 December 2011 (ASX: MII), Avalon Minerals to 12 December 2013 (ASX: AVI) and MinQuest Limited to 30 September 2016 (ASX: MNQ). Jeremy is a Member of The Australasian Institute of Mining and Metallurgy (“AusIMM’”). Ian Buchhorn (Non-Executive Director) BSc (Hons), Dip Geosci (Min Econ), MAusIMM Appointed 19 June 2019 Ian Buchhorn is a Mineral Economist (Macquarie University) and Geologist with over 35 years of experience. He was the founding Managing Director of Heron Resources Limited for a period of 11 years until 2007 and returned to that role in 2012 after a period as Executive Director. Mr Buchhorn first managed exploration programs in the Lachlan Fold Belt in 1981, corresponding to the recognition of Northparkes and Temora as significant porphyry/epithermal mineral provinces. Mr Buchhorn previously worked with a number of international mining companies and has worked on gold, nickel, bauxite and industrial mineral mining and exploration, gold and base metal project generation and corporate evaluations. For the last 25 years Mr Buchhorn has acquired and developed mining projects throughout the Eastern Goldfields of Western Australian and has operated as a Registered Mine Manager. Ian is a Member of The Australasian Institute of Mining and Metallurgy (“AusIMM’”). During the last three years, Mr Buchhorn has been a Director of Ardea Resources Limited to date (ASX: ARL) and RBR Group Limited to 19 April 2018 (ASX: RBR). Godolphin Resources Limited Annual Report 30 June 2020 Page 6 Directors’ Report (continued) Douglas Menzies (Non-Executive Director) BSc (Hons), Dip Bus Admin, Grad Cert IT, MAIG, MSEG Appointed 1 May 2020 Doug Menzies has over 28 years of experience in the mineral exploration and GIS industries including staff positions (Rio Tinto, MapInfo, Wafi-Golpu JV a Newcrest Mining project) and as a consultant (Menzies Geological Services, Corbett Menzies Cunliffe Pty Ltd and GeoInsite). Mr Menzies has diverse experience in the porphyry gold-copper districts of Wafi-Golpu, PNG and Eastern Australia, epithermal gold-silver projects in Australia, Indonesia, Fiji, Laos, Chile, Argentina and Mexico, sediment hosted lead-zinc in Australia and IOCG copper-gold projects in Chile. Mr Menzies’s field-based geological assessment of porphyry gold-copper, epithermal gold and IOCG projects has aided in the progression of mineral projects in a variety of locations. Mr Menzies is a Member of the Australian Institute of Geoscientists (“AIG”). Mark Sykes (Non-Executive Chairman) BSc, B.Eng (Mining), Masters Min and Energy Econ Appointed 19 June 2019 Resigned 30 April 2020 Mark Sykes is a qualified Mining Engineer (WASM) and Mineral Economist (Macquarie University) with over 25 years of experience in the mining sector at both operational and executive levels. Based in NSW, Mr Sykes has previous ASX experience with a focus on mineral exploration and building companies with a diversified growth strategy. Mr Sykes worked for BHP for 10 years and was head of the resource investment division for a Japanese trading house, being directly involved in over $3 billion of investment in Australia and North and South America. Mr Sykes’ experience covers a variety of commodities including platinum group metals, coal, iron ore and copper. Mr Sykes has overseen the development of projects within the Lachlan Fold Belt and specifically within the Lachlan Transverse Zone. Mr Sykes has a passion for the mining industry and has been involved in the development and commercialisation of innovative and sustainable mining practices. Mr Sykes is a Director of Pacific American Holdings Limited (ASX: PAK). Andrew Stewart (Non-Executive Director) BSc, PhD, MAIG & MSEG Appointed 3 October 2019 Resigned 30 April 2020 Dr Andrew Stewart is an exploration geologist with over 15 years of experience in mineral exploration; primarily focused on project generation, project evaluation and exploration strategy development throughout Asia and Eastern Europe. Dr Stewart has particular expertise in porphyry copper-gold and epithermal gold deposits but has worked across a diverse range of commodities. He holds a BSc (Hons) from Macquarie University and a PhD from the Centre of Ore Deposits and Exploration Studies at the University of Tasmania. During his time at Ivanhoe Mines and Vale, Dr Stewart held various technical and management positions in Mongolia and Indonesia and has been involved in several greenfields discoveries. Dr Stewart is Chief Executive Officer of Xanadu Mines Limited. Godolphin Resources Limited Annual Report 30 June 2020 Page 7 Directors’ Report (continued) David Greenwood (Chief Executive Officer) David Greenwood has an in-depth knowledge and more than 30 years of broad-based experience in the resources industry across a range of commodities including precious metals, base metals, industrial minerals, mineral sands, and bulk commodities. Mr Greenwood was educated in the UK and has worked internationally in the resources industry in exploration, production, marketing, business development and investment analysis. Mr Greenwood was Executive General Manager for Straits Resources Ltd, where he was responsible for exploration, marketing, corporate affairs, investor relations and investments. Mr Greenwood has held board positions with junior resource companies, including President (CEO) of Goldminco Corporation, a previously listed Canadian exploration company with assets in the Lachlan Fold Belt, NSW. Mr Greenwood has specific expertise in resources evaluation and financing, from exploration through to mine development, in addition to business development, minerals marketing and investor relations. Ian Morgan (Company Secretary) B Bus, M Com Law, Grad Dip App Fin, CA, ACIS, MAICD, F Fin Appointed 21 January 2020 Ian Morgan is a member of the Institute of Chartered Accountants Australia and New Zealand and the Chartered Governance Institute, with over 35 years of experience. Ian provides secretarial and advisory services to a range of companies, including holding the position of Company Secretary for other listed public companies. Robert (Sam) Middlemas (Company Secretary) B.Com., PGradDipBus. CA Appointed 19 June 2019 Resigned 21 January 2020 Sam Middlemas is a chartered accountant with more than 20 years of experience in various financial, board and company secretarial roles with a number of listed public companies operating in the resources sector. He is the principal of a corporate advisory company which provides financial and secretarial services specialising in capital raisings and initial public offerings. Previously Mr Middlemas worked for an international accountancy firm. His fields of expertise include corporate secretarial practice, financial and management reporting in the mining industry, treasury and cash flow management and corporate governance. Nature of Operations and Principal Activities Godolphin is an Australian exploration company which listed on the ASX on 18 December 2019, has 100%- controlled Australian-based projects in the Lachlan Fold Belt (LFB) region of NSW, a world-class gold-copper province. Godolphin has drill ready targets at all its projects. There were no significant changes in the nature of the activities of the Group during the financial period. Dividends There were no dividends paid or declared by the Company to members during or since the end of the financial period. Review of Operations and Outlook Substantial progress was made by Godolphin during FY2020 with exploring the Company’s projects in the Lachlan Fold Belt. Godolphin Resources Limited Annual Report 30 June 2020 Page 8 Directors’ Report (continued) Godolphin’s corporate strategy is to explore and develop its large tenement holding within the LFB, a leading province for bulk tonnage, low operating cost copper-gold mines. Godolphin has JORC (2012) compliant mineral resources totalling 431,000 ounces of gold (1.45 million oz gold equivalent) in three deposits (Mt Aubrey, Lewis Ponds and Yeoval), all with current exploration programmes including planned drilling. Summary of JORC 2012 Mineral Resources contained within Godolphin tenements Project Tonnes (Mt) Au (g/t) Ag (g/t) 1.21 12.80 20.24 1.61 0.14 0.50 - 2.20 33.30 Mt Aubrey Yeoval Lewis Ponds TOTAL Zn (%) - - 1.5 Pb (%) - - 0.7 Cu (%) - 0.38 0.10 AuEq (g/t) Contained Au (Moz) 1.61 0.56 1.80 0.06 0.06 0.31 Contained AuEq (Moz) 0.06 0.23 1.16 34.25 0.40 20.48 0.9 0.4 0.20 1.32 0.43 1.45 *Some rounding may occur Source: Independent Technical Report, Godolphin Resources Limited Prospectus, dated 28 October 2019 - Page 5 Godolphin Resources Limited Annual Report 30 June 2020 Page 9 Directors’ Report (continued) During the period ended 30 June 2020, Godolphin undertook the following key activities across its portfolio of 100%-owned assets in NSW. At the Mt Aubrey Project (EL8532) a Phase 1 RC drill programme consisting of 14 drill holes for 1,734 metres was completed in February 2020. All holes intersected epithermal-style alteration and a majority of drill holes intersected gold mineralisation, with five holes intersecting greater than 1g/t gold over broad intervals. Two standout holes i.e. MAGRC0008 intersected a 22-meter-wide mineralised envelope from 22m below surface (including 6m at 7.21 g/t gold from 30m down hole) and MAGRC0011 intersected 28m at 0.92 g/t gold from 60m (including 16m at 1.1 g/t gold from 72m). The broad zone of mineralisation intersected in MAGRC0011 terminated against a basalt/sediment contact at depth. Post 30 June 2020, a Phase 2 drill program was commenced in August 2020 targeting mineralisation in the favourable basalt host above the sediment contact as identified in MAGRC0011, as well as geophysical targets identified in an historical IP survey and untested gold in soil anomalies. The Phase 2 drilling program had to be halted after the completion of one drill hole due to heavy rain making access tracks impassable. The Phase 2 drilling program will re-commence when the ground dries out sufficiently to allow access for the drilling rig. At the Copper Hill East (CHE) Project (EL8556), an extensive soil sampling programme was undertaken, defining a copper anomaly of >150ppm Cu over a continuous strike length of 5km and containing anomalous gold in the north of the anomalous area. Mapping of the southern part of the anomaly has confirmed native copper, with associated epidote alteration, over a 1,500m by 500m area. A petrographic study has identified the native copper mineralisation in porphyritic and amygdaloidal basaltic rocks with “calc-ferric” alteration. Mapping on the northern gold- copper anomaly has delineated an intrusive complex with dimensions of 500m x 500m with porphyry-style alteration and mineralisation. Ground magnetic surveys were completed over the respective anomalies which identified structures, lithological trends and large magnetic bodies at shallow to medium depth (50-550m). The large magnetic anomalies in the north coincide with the gold-copper geochemical anomaly, and the structures identified in the south correlate well with the native copper surface mapping, petrographic work and geochemical anomalism. All necessary approvals have been received for a 1,350m Phase 1 RC drill program to commence in September 2020, which will test the gold-copper anomaly in the north of CHE for porphyry gold-copper style mineralisation and the native copper zone to the south. The Gundagai North Project (EL8586) is located 315km southwest of Sydney in the Lachlan Fold Belt. The tenement contains several historical gold and base metal workings hosted within a belt of basaltic rocks and sediments, intruded by quartz-porphyry dykes or sills. Within Gundagai North, the key gold bearing prospects include, Emu, Johnston’s Hill and Manton’s. Following soil sampling programmes, which located strong gold in soil anomalies with coincident high gold in rock chip samples, geological mapping was undertaken to determine the structures hosting the gold mineralisation. Gold mineralisation at Gundagai North is located in quartz veins contained within porphyry dykes which intrude Silurian sediments and volcanics, and trend in a general north-south direction across the Gundagai North tenement. Extensive historical mining has taken place at both Emu and Johnston’s Hill, and artisanal mining is evident at the Manton’s prospect. Godolphin Resources Limited Annual Report 30 June 2020 Page 10 Directors’ Report (continued) A Phase 1 RC drill programme has been planned for 2020, to test all three prospects. Drilling is expected to commence in October 2020 subject to receiving all necessary approvals. The Gundagai South Project (EL8061) is located approximately 300km southwest of Sydney in the Lachlan Fold Belt. Soil and rock chip sampling programmes in 2019 located elevated gold in soil anomalies, with coincident high gold rock chip samples. Geological mapping was undertaken to determine the orientation of structures which host the gold mineralisation. As at Gundagai North, gold mineralisation at Gundagai South is located in quartz veins hosted in porphyry dykes or sills. These dykes intrude Silurian sediments and volcanics, and trend in a generally north-south direction across the tenement. Soil geochemistry and mapping have defined drill ready targets at the Surprise North, Highway and Stoney Creek South prospects. These targets also contain several artisanal mines historically worked for gold and base metal. An RC drilling programme has been planned to test all three prospects. Drilling is expected to commence following drilling at Gundagai North in October 2020, and subject to the receipt of regulatory drilling approvals. Corporate Financial The Group incurred an operating loss after tax for the period to 30 June 2020 of $801,362. The Group retained a cash balance of $4,861,593 at 30 June 2020. Capital Raisings During the period to 30 June 2020, capital was raised by way of an initial public offer (IPO) Shareholders are referred to the Company’s prospectus dated 29 October 2019 and subsequent ASX announcements which includes a Pro-forma Balance Sheet following the successful closing of the initial public offer (IPO) with a total of $7,480,500 in new funds received (before capital raising costs). The Company was admitted to the ASX’s official list on 16 December 2019. Further details of capital raisings are set out in Note A5. Events Subsequent to the Reporting Date The Directors are not aware of any matter or circumstance that has arisen since the end of the financial period that has significantly affected or may significantly affect the Group’s operations, the results of these operations or the Group’s state of affairs in future financial years excepting, since 30 June 2020, 138,823 Loyalty Options have been exercised for $0.20 cash each. At the date of this report, 29,139,638 Loyalty Options are unexercised. Environmental Regulation The Board believes that the Group has adequate systems in place for the management of its environmental requirements. Based on results of enquiries made, the Directors are not aware of any significant breaches during the period covered by this report. Godolphin Resources Limited Annual Report 30 June 2020 Page 11 Directors’ Report (continued) Directors’ Meetings The numbers of Directors' meetings (including meetings of committees of Directors) where Directors were eligible to attend and attended in person or by alternate during the financial period by each of the Directors of the Company were: Jeremy Read (appointed 1 May 2020) Ian Buchhorn Douglas Menzies (appointed 1 May 2020) Mark Sykes (resigned 30 April 2020) Andrew Stewart (resigned 30 April 2020) The Company has: (a) Audit and Risk; and Board Meetings Eligible 3 5 3 2 2 Attended 3 5 3 2 2 (b) Remuneration and Nomination Committees, which did not meet during the financial period ended 30 June 2020. Movements in Securities Held by Directors The movement during the financial period in the number of securities of Godolphin Resources Limited held, directly, indirectly or beneficially, by each specified Director, including their personally related entities, is as follows: Key Management Person Securities Jeremy Read (appointed 1 May 2020) Ian Buchhorn Douglas Menzies (appointed 1 May 2020) Mark Sykes (resigned 30 April 2020) Andrew Stewart (resigned 30 April 2020) Number at 19 June 2019 or date of appointment, as applicable Number issued under Initial Public Offer Prospectus dated 29 October 2019 Number issued under Loyalty Options Prospectus dated 1 June 2020 Balance of securities at 30 June 2020 or date of ceasing, as applicable Shares Incentive Options Loyalty Options Shares Incentive Options Loyalty Options Shares Incentive Options Loyalty Options Shares Incentive Options Loyalty Options - - - - - - - - - - - - - - - 6,699,849 250,000 - - - 2,316,622 6,699,849 250,000 2,316,622 - - - - - - - - - - - - - - - - - - 150,000 500,000 - 50,000 250,000 - - - - - - - 150,000 500,000 - 50,000 250,000 - Godolphin Resources Limited Annual Report 30 June 2020 Page 12 Directors’ Report (continued) Remuneration Report (Audited) This report outlines the remuneration arrangements in place for key management personnel of the Group. Remuneration is referred to as compensation throughout this report. Remuneration Policy Directors and key management personnel have authority and responsibility for planning, directing and controlling the activities of the Company and the Group. Compensation levels for key management personnel of the Group will be competitively set to attract and retain appropriately qualified and experienced Directors, executives and future executives. Current remuneration levels are driven largely by the requirement to conserve cash within the Company. There were no remuneration consultants used to set the remuneration of key management personnel. The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The compensation structures take into account:    the capability and experience of the key management personnel the key management personnel’s ability to control the Group’s performance the Group’s performance including: - - - the Group’s earnings; the growth in share price and delivering constant returns on shareholder wealth; and the amount of incentives within each key management person’s compensation. Compensation packages will include a mix of fixed and variable compensation, and short-term and long- term performance-based incentives. In addition to their salaries, the Group also provides non-cash benefits to its key management personnel, and where applicable, contributes to the individual’s elected post-employment superannuation plan on their behalf. Contract Terms and Conditions The determination of Directors' remuneration is made by the Board having regard to the current position of the Company, in that it is as yet not in production and continues to preserve cash as much as possible. The Board may award additional remuneration to Directors called upon to perform extra services or make special exertions on behalf of the Company. The Board reviews remuneration, so as to reflect current industry norms, and determines remuneration policies and practices generally, reviews and makes specific decisions on the remuneration packages and other terms of employment of its Directors and senior executives. No Director remuneration package includes terms for redundancy, retirement or termination benefits. No such amounts were accrued or paid for any Director during the current financial period. Terms of Employment A total of 1,000,000 Incentive Options were granted to Directors. Details relating to the Incentive Options are below. The Incentive Options were granted at no cost to the recipient. The fair value of the Incentive Options at the Grant Date is determined using the Black Scholes model. The Incentive Options’ expense for the period to 30 June 2020 totals $70,551. Godolphin Resources Limited Annual Report 30 June 2020 Page 13 Directors’ Report (continued) On 15 June 2020, one Loyalty Option was granted for every three Incentive Options held at the record date (5 June 2020). A total of 333,335 rounded up ($13,640) Loyalty Options were granted to a Director and two former Directors. Details relating to the Incentive Options and Loyalty Options are below. No terms of equity settled share-based payment transactions (including Incentive Options granted as compensation to key management persons) have been altered or modified by the issuing entity to the date of this report. Other than as disclosed in this report, there are no entitlements for the Company’s Option holders to participate in new issues of capital which may be offered to the Company’s existing ordinary shareholders. The Group prohibits those that are granted share-based payments as part of their remuneration from entering other arrangements that limit their exposure to losses that would result from share price decreases. Entering such arrangement is prohibited by law. The relevant beneficial interest of each Director in the securities issued by the companies within the Group and other related bodies corporate, and notified by the Directors to the ASX in accordance with section 250G(1) of the Corporations Act 2001 (Cth) at the date of this report are: Director Current holdings (Direct and Indirect) at the date of this report or at the resignation date (as applicable) Entitlement at the date of this report or at the resignation date (as applicable) Jeremy Read (appointed 1 May 2020) Ian Buchhorn Douglas Menzies (appointed 1 May 2020) Mark Sykes (resigned 30 April 2020) Andrew Stewart (resigned 30 April 2020) Unquoted Options Loyalty Options Loyalty Options Quoted Shares Incentive Options Number Number - - 6,699,849 250,000 - 150,000 500,000 19,529 Number - 2,316,622 - - 50,000 250,000 - Number - - - 216,667 100,000 Godolphin Resources Limited Annual Report 30 June 2020 Page 14 Directors’ Report (continued) Unquoted Options Director Security Jeremy Read Ian Buchhorn Douglas Menzies Incentive Options Loyalty Options Grant Date - 5 Dec 20191 15 Jun 2020 - Fair value per option $ - Exercise price per option $ - $0.07055 $0.25 $0.00 $0.20 - 5 Dec 2022 15 Jun 2022 - - - Expiry date Number of options granted and vested at the date of this report - 250,000 2,316,622 2,566,622 - 2,566,622 Each Option provides the right for the option holder to be issued one fully paid Share upon payment of each Exercise Price for each Share. Jeremy Read (appointed 1 May 2020) Effective 1 May 2020, the Company agreed to utilise the services of Mr Read as the Company’s non- executive chairman, for a fee of $60,000 per annum excluding compulsory superannuation and any goods and services tax. Effective 1 May 2020 Mr Read agreed that the Company accrue 50% of his fee for an interim period of three months, until the financial markets recover. Douglas Menzies (appointed 1 May 2020) Effective 1 May 2020, the Company agreed to utilise the services of Mr Menzies as the Company’s non- executive director, for a fee of $45,000 per annum excluding compulsory superannuation and any goods and services tax. Effective 1 May 2020, Mr Menzies agreed that the Company accrue 50% of his fee for an interim period of three months, until the financial markets recover. Ian Buchhorn (appointed 19 June 2019) Effective 18 December 2019, the Company agreed to utilise the services of Mr Buchhorn as the Company’s non-executive director, for a fee of $45,000 per annum excluding compulsory superannuation and any goods and services tax. Effective 1 May 2020 Mr Buchhorn agreed that the Company accrue 50% of his fee for an interim period of three months, until the financial markets recover. Mark Sykes (appointed 19 June 2019 resigned 30 April 2020) Prior to the Company being admitted to the ASX’s official list on 16 December 2019, the Company had a consulting arrangement with an entity related to Mr Sykes, to facilitate the Company’s IPO. The agreed consulting rate was $1,500 per day including compulsory superannuation and excluding any goods and services tax. Consulting fees for the period totaled $49,500. Effective 18 December 2019 the Company agreed to utilise the services of Mr Sykes as the Company’s non- executive chairman, for a fee of $60,000 per annum excluding compulsory superannuation and any goods and services tax. 1 ASX escrow ends 18 December 2021. Godolphin Resources Limited Annual Report 30 June 2020 Page 15 Directors’ Report (continued) Andrew Stewart (appointed 3 October 2019 resigned 30 April 2020) Effective 18 December 2019 the Company agreed to utilise the services of Mr Stewart as the Company’s non-executive director, for a fee of $45,000 per annum excluding compulsory superannuation and any goods and services tax. Options Issued to Directors or Executives Options were previously granted to Directors, or their nominees, in lieu of market related cash remuneration. Details relating to these options are on page 15. The options were granted at no cost to the recipient. There are no entitlements for the Company’s option holders to participate in new issues of capital, which may be offered to the Company’s existing ordinary shareholders. No options were exercised during the financial period. The Group prohibits those that are granted unvested or restricted share-based payments, as part of their remuneration, from entering into other arrangements that limit their exposure to losses that would result from share price decreases. Entering into such arrangement has been prohibited by law since 1 July 2011. Details of vesting profiles of the options granted as remuneration to each key management person of the Group and each of the named key management persons are detailed below: Director Grant Date Expiry date Number Vested at the end of the reporting period or at the resignation date (as applicable) 2020 % - 100 - - 250,000 - Lapsed during the reporting period or to the resignation date (as applicable)2 2020 % - - - - 5 Dec 20193 - - 5 Dec 2022 - Jeremy Read Ian Buchhorn Douglas Menzies Mark Sykes (resigned 30 April 2020) Andrew Stewart (resigned 30 April 2020) 5 Dec 20193 5 Dec 2022 500,000 5 Dec 20193 5 Dec 2022 250,000 1,000,000 100 100 100 - - - 2 The % lapsed in the period represents the reduction from the maximum number of options available to vest due to the options not being exercised and lapsing. 3 ASX escrow ends 18 December 2021. Godolphin Resources Limited Annual Report 30 June 2020 Page 16 Directors’ Report (continued) Key Financial Statistics Loss for the financial period attributable to owners of the Company Working capital at 30 June Net assets at 30 June Number of Shares on issue at 30 June Share price at 30 June (cents per Share) Market capitalisation at 30 June Loss on capital employed for the financial period 2020 $801,362 $4,731,079 $13,325,967 67,957,151 19.0 $12,911,859 6.21% Options benefits of key management persons Other compensation of key management persons Total compensation of key management persons (Group and Company) for the financial period $92,079 $382,368 $474,447 During the period, the Company focused on exploring and developing its large tenement holdings within the LFB. Further details are included in the Review of Operations and Outlook on page 8. Cash funds were raised during the period ended 30 June 2020 by way of an initial public offer (IPO). For further details see Note A5. Over the past period, the Group’s loss from ordinary activity after income tax has varied mainly depending upon the level of exploration and evaluation work being done during the financial period. Godolphin Resources Limited Annual Report 30 June 2020 Page 17 Directors’ Report (continued) Directors’ Remuneration for the period ended 30 June 2020 Details of the nature and amount of each major element of remuneration of each Director of the Company and other key management personnel of the Group and Company are: Directors Salary & fees $ Consulting fees $ Cash bonus $ Non-monetary benefits $ Total $ Superannuation benefits $ $ $ Short-term Post-employment Other long term Termination benefits Jeremy Read (appointed 1 May 2020) Ian Buchhorn Douglas Menzies (appointed 1 May 2020) Mark Sykes (resigned 30 April 2020) Andrew Stewart (resigned 30 April 2020) Management David Greenwood (Chief Executive Officer) (appointed 1 November 2019) Ian Morgan (Company Secretary) (appointed 21 January 2020) Total compensation 10,000 24,226 7,500 - - - 22,258 49,500 16,726 - 80,710 49,500 183,333 - - 264,043 43,740 93,240 - - - - - - - - - - - - - - - - - - 10,000 24,226 7,500 71,758 16,726 130,210 950 2,301 713 2,119 1,589 7,672 183,333 17,413 43,740 357,283 25,085 - - - - - - - - - - - - - - - - - - Share- based payments Options4 Total Proportion of remuneration performance related Value of options as proportion of remuneration $ - $ 10,950 17,638 44,165 - 8,213 35,275 109,152 17,638 35,953 70,551 208,433 17,614 218,360 3,914 47,654 92,079 474,447 - 40% - 32% 49% 34% 8% 8% 19% % - 40% - 32% 49% 34% 8% 8% 19% 4 The fair value of the options is calculated at the date of grant using the Black Scholes option pricing model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options recognised as an expense in each reporting period. Godolphin Resources Limited Annual Report 30 June 2020 Page 18 Directors’ Report (continued) Details of options over ordinary shares in the Company that were granted as compensation to each key management person during the reporting period and details that vested during the reporting period are as follows: Unquoted Options Key Management Person Period ended 30 June 2020 Jeremy Read (appointed 1 May 2020) Ian Buchhorn Douglas Menzies (appointed 1 May 2020) Mark Sykes (resigned 30 April 2020) Andrew Stewart (resigned 30 April 2020) David Greenwood (Chief Executive Officer) (appointed 1 November 2019) Ian Morgan (Company Secretary) (appointed 21 January 2020) Balance of options Balance of shares at 19 June 2019 or date of appointment, as applicable Incentive Options issued under IPO Offer Employee Options issued under IPO Offer Loyalty Options issued under Loyalty Options Offer Balance of options at 30 June or date of ceasing, as applicable Number Number Number - - - - - - - - - - 250,000 - 500,000 250,000 1,000,000 - - 1,000,000 - - - - - - 750,000 250,000 1,000,000 Number - 83,334 - 166,667 83,334 333,335 250,000 83,334 666,669 Number - 333,334 - 666,667 333,334 1,333,335 1,000,000 333,334 2,666,669 Incentive Options Key Management Person Ian Buchhorn Mark Sykes Andrew Stewart Number of options granted during the reporting period Grant Date Vesting Date5 ASX Escrow Expiry Date Option Expiry Date Fair value per option at the grant date Exercise price per option 250,000 5 Dec 2019 500,000 5 Dec 2019 250,000 5 Dec 2019 18 Dec 2019 18 Dec 2019 18 Dec 2019 18 Dec 2021 18 Dec 2021 18 Dec 2021 5 Dec 2022 5 Dec 2022 5 Dec 2022 $0.07055 $0.07055 $0.07055 $0.25 $0.25 $0.25 1,000,000 Number of options vested during the reporting period 250,000 500,000 250,000 1,000,000 5 Vesting condition of the Company successfully listing on the Australian Securities Exchange within 12 months of the date of issue of the incentive option. Godolphin Resources Limited Annual Report 30 June 2020 Page 19 Directors’ Report (continued) Employee Options Key Management Person David Greenwood Ian Morgan Loyalty Options Number of options granted during the reporting period Grant Date Vesting Date6 Option Expiry Date Fair value per option at the grant date Exercise price per option 750,000 5 Dec 2019 250,000 5 Dec 2019 1 Nov 2021 21 Jan 2022 5 Dec 2022 5 Dec 2022 $0.07055 $0.07055 $0.25 $0.25 1,000,000 Number of options vested during the reporting period - - - Key Management Person Number of options granted during the reporting period Grant Date and Vesting Date Option Expiry Date Fair value per option at the grant date Exercise price per option Number of options vested during the reporting period Ian Buchhorn Mark Sykes Andrew Stewart David Greenwood Ian Morgan End of Remuneration Report (Audited) 83,334 166,667 83,334 333,335 250,000 83,334 666,669 15 Jun 2020 15 Jun 2020 15 Jun 2020 15 Jun 2022 15 Jun 2022 15 Jun 2022 15 Jun 2020 15 Jun 2020 15 Jun 2022 15 Jun 2022 $0.00 $0.00 $0.00 $0.00 $0.00 $0.20 $0.20 $0.20 $0.20 $0.20 83,334 166,667 83,334 333,335 250,000 83,334 666,669 6 Vesting condition of 24 months of continuous employment by the option holder (or controller of the option holder). Godolphin Resources Limited Annual Report 30 June 2020 Page 20 Directors’ Report (continued) Shares Under Option Each option provides the right for the option holder to be issued one fully paid share by the Company, upon payment of the exercise price of each option. The options do not entitle the holder to participate in any share issue of the Company or any other body corporate. During the financial period there were no shares issued on the exercise of options. 49,278,461 unquoted options were granted during the period ended 30 June 2020: (a) 20,000,000 options on the terms and conditions in the Company’s IPO Prospectus dated 29 October 2019; and (b) 29,278,461 options on the terms and conditions in the Company’s Loyalty Options Prospectus dated 1 June 2020. Details of options over ordinary shares in the Company that were granted, vested and expired during the financial period are as follows: Period ended 30 June 2020 Exercise Price Vesting Date ASX Escrow Expiry Expiry Date Unquoted $0.25 $0.25 5 Dec 2019 18 Dec 2019 1 Nov 2021 16 Dec 2021 21 Jan 2022 18 Dec 2021 Not escrowed 5 Dec 2022 5 Dec 2022 5 Dec 2022 5 Dec 2022 5 Dec 2022 $0.20 15 Jun 2020 Not escrowed 15 Jun 2022 Balance vested 19 June 2019 Number Granted during the period Unvested at 30 June 2020 Balance vested 30 June 2020 Number Number - - - - - - - - 17,000,000 1,000,000 750,000 1,000,000 250,000 20,000,000 - 17,000,000 1,000,000 - - (750,000) - (1,000,000) - (250,000) (2,000,000) 18,000,000 29,278,461 49,278,461 - 29,278,461 (2,000,000) 47,278,461 Godolphin Resources Limited Annual Report 30 June 2020 Page 21 Directors’ Report (continued) Movements in Securities Held by Directors The movement during the financial period in the number of securities of the Company held, directly, indirectly or beneficially, by each specified Director and executive, including their personally related entities, is as follows: Shares Key Management Person Period ended 30 June 2020 Jeremy Read (appointed 1 May 2020) Ian Buchhorn Douglas Menzies (appointed 1 May 2020) Mark Sykes (resigned 30 April 2020) Andrew Stewart (resigned 30 April 2020) Balance of shares at 19 June 2019 or date of appointment, as applicable Number Issued under IPO Balance of shares at 30 June or date of ceasing, as applicable Number Number - - - 6,699,849 - - - 150,000 50,000 - - 6,899,849 - 6,699,849 - 150,000 50,000 6,899,849 Unquoted Options Key Management Person Period ended 30 June 2020 Jeremy Read (appointed 1 May 2020) Ian Buchhorn Douglas Menzies (appointed 1 May 2020) Mark Sykes (resigned 30 April 2020) Andrew Stewart (resigned 30 April 2020) Balance of options Balance of shares at 19 June 2019 or date of appointment, as applicable Number Loyalty Options issued under Loyalty Options Offer Number Balance of options at 30 June or date of ceasing, as applicable Number Granted and vested as remuneration Number - - - - - - - 250,000 - 2,316,622 - 2,566,622 - 500,000 - - 250,000 1,000,000 - 2,316,622 - 500,000 250,000 3,316,622 The terms and conditions of the options granted are outlined in Note A5 to the accounts. Indemnification and Insurance of Officers and Auditor Indemnification and Insurance The Company indemnifies current and former Directors and Officers for any loss arising from any claim by reason of any specified act committed by them in their capacity as a Director or Officer (subject to certain exclusions as required by law). Godolphin Resources Limited Annual Report 30 June 2020 Page 22 Directors’ Report (continued) The Company has paid insurance premiums in respect of directors’ and officers’ liability. Insurance cover relates to liabilities that may arise from their position (subject to certain exclusions as required by law). Details of the nature of the liabilities covered or the amount of the premium paid in respect of the Directors’ and Officers’ liability insurance are not disclosed. Such disclosure is prohibited under the terms of the policy. The Company has not otherwise, during or since the end of the financial period, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such by an officer or auditor. Audit Services During the period ended 30 June 2020, the Group expensed an amount of $20,000 payable to its auditor, Butler Settineri (Audit) Pty Ltd, for audit services provided. Non-Audit Services During the period ended 30 June 2020 Butler Settineri (Audit) Pty Ltd and its related practices, the Group’s auditor, has performed certain other services in addition to the audit and review of financial statements During the period ended 30 June 2020, the Group expensed an amount of $8,000 payable to its auditor, Butler Settineri (Audit) Pty Ltd and its related practices, for accounting services provided in addition to their statutory audit duties. The board has considered the non-audit services provided during the period by the auditor and in accordance with written advice provided by resolution of the audit and risk committee, is satisfied that the provision of those non-audit services during the period by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 (Cth) for the following reasons: (a) All non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the audit and risk committee to ensure they do not impact the integrity and objectivity of the auditor; and (b) The non-audit services provided do not undermine the general principles relating to auditor independence set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards Rounding Off The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 dated 24 March 2016. Notwithstanding the Company may round the nearest thousand dollars, amounts in the Financial Report and Directors’ Report have been reported to the nearest dollar, unless otherwise stated. Lead Auditor’s Independence Declaration The lead auditor’s independence declaration made under Section 307C of the Corporations Act 2001 (Cth) is set out on page 52 and forms part of this Directors’ Report. Competent Person’s Statement The information in this report relating to Mineral Resources and Exploration Results is extracted from reports lodged as market announcements and available to view on the Company’s web-site https://godolphinresources.com.au/. The Company confirms that it is not aware of any new information that materially affects the information included in the original market announcement and that all material assumptions and technical parameters Godolphin Resources Limited Annual Report 30 June 2020 Page 23 Directors’ Report (continued) underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. Signed in accordance with a resolution of the Board of Directors. Jeremy Read Chairman Brisbane 31 August 2020 Godolphin Resources Limited Annual Report 30 June 2020 Page 24 Consolidated Statement of Profit or Loss and Other Comprehensive Income Period Ended 30 June 2020 Employee expenses Non-cash employee expense from granting of options to Directors Employees Administration expenses Site restoration expense Depreciation Loss before interest and income tax Less: Financial income - interest Loss before income tax Income tax benefit Net loss attributable to members of the parent Other comprehensive income for the period, net of income tax Total comprehensive income for the period Loss per share – basic Loss per share – diluted Note A5 A5 D1 A9 A11 D2 D3 D3 2020 $ 325,176 56,911 54,302 111,213 338,680 56,000 3,888 834,957 33,595 801,362 - 801,362 - 801,362 Cents 2.15 2.15 The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying Notes. Godolphin Resources Limited Annual Report 30 June 2020 Page 25 Consolidated Statement of Financial Position As at 30 June 2020 Note 30 June 2020 Current assets Cash and cash equivalents Prepayments and other receivables Total current assets Non-current assets Property, plant and equipment Exploration and evaluation costs Total non-current assets Total assets Current liabilities Trade and other payables Employee benefits Total current liabilities Non-current liabilities Provision Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserve Accumulated losses Equity A10 A7 A11 A12 A8 A9 A9 A5 A5 $ 4,861,593 82,881 4,944,474 422,921 8,227,967 8,650,888 13,595,362 173,100 40,295 213,395 56,000 56,000 269,395 13,325,967 12,816,766 1,310,563 (801,362) 13,325,967 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes. Godolphin Resources Limited Annual Report 30 June 2020 Page 26 Consolidated Statement of Changes in Equity Period Ended 30 June 2020 Ordinary fully paid shares Share option reserve Accumulated losses Note Total Equity $ 100 6,000,000 7,480,500 110,910 (774,744) $ - - - - - Balance at 19 June 2019 Pro-rata Issue of shares to Ardea shareholders (4 December 2019) Issue of shares for IPO (5 December 2019) Issue of shares for repayment of debt by Ardea (3 April 2020) Capital raising costs Total comprehensive income for the interim period $ 100 A5 6,000,000 A5 7,480,500 A5 A5 110,910 (774,744) - - $ - - - - - - (801,362) (801,362) Equity settled share-based payments for the period A5 1,310,563 - 1,310,563 Balance at 30 June 2020 12,816,766 1,310,563 (801,362) 13,325,967 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes. Godolphin Resources Limited Annual Report 30 June 2020 Page 27 Consolidated Statement of Cash Flows Period Ended 30 June 2020 Note 2020 Cash flows used in operating activities Receipts from customers Payments to suppliers and employees Interest received Net cash used in operating activities Cash flows used in investing activities Payments for property, plant and equipment Payments for exploration and evaluation costs Net cash used in investing activities Cash flows from financing activities Proceeds from capital raisings Payments for capital raising costs Repayment of loan for capital raising costs Receipt from other loan Repayment of other loan Net cash generated from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at 19 June 2019 A6 $ - (476,543) 18,318 (458,225) (50,324) (962,663) (1,012,987) 7,480,500 (212,633) (935,062) 200,000 (200,000) 6,332,805 4,861,593 - Cash and cash equivalents at 30 June 2020 A10 4,861,593 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes. Godolphin Resources Limited Annual Report 30 June 2020 Page 28 Notes to the Financial Statements Period Ended 30 June 2020 General Information The financial statements cover Godolphin Resources Limited as a consolidated entity consisting of Godolphin Resources Limited and its subsidiaries. The financial statements are presented in Australian dollars, which is Godolphin Resources Limited’s functional and presentation currency. Godolphin Resources Limited is a public company, listed on the Australian Securities Exchange, limited by shares, incorporated and domiciled in Australia. The financial statements were authorised for issue, in accordance with a resolution of Directors, on 31 August 2020. The Notes to the consolidated financial statement are set out in the following main sections: Section A – Key Financial Information and Preparation Basis Section B – Risk and Judgement Section C – Key Management Personnel and Related Party Disclosures Section D – Other Disclosures Section A – Key Financial Information and Preparation Basis This section sets out the basis upon which the Group’s financial statements have been prepared as a whole and explains the results and performance of the Group that the Directors consider most relevant in the context of the operations of the entity. Statement of Compliance The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001 (Cth). Basis of Preparation The financial report is prepared on the historical cost basis other than share-based transactions that are assessed at fair value. The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 dated 24 March 2016. Notwithstanding the Company may round the nearest thousand dollars, amounts in the Financial Report and Directors’ Report have been reported to the nearest dollar, unless otherwise stated. The preparation of a financial report in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by each entity in the Group. Godolphin Resources Limited Annual Report 30 June 2020 Page 29 Notes to the Financial Statements (continued) Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Basis of Consolidation Subsidiaries Subsidiaries are entities controlled by the Group. The Group 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. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Investments in subsidiaries are carried in the Parent Entity’s financial statements at the lower of cost and recoverable amount. Transactions eliminated on consolidation Intra-group balances and any unrealised gains and losses or income and expenses arising from intra- group transactions are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Group’s interest in the entity, with adjustments made to the “Investment in associates” and “Share of associates’ net profit” accounts. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Gains and losses are recognised as the relevant assets are consumed or sold by the associate or jointly controlled entities or, if not consumed or sold by the associate or jointly controlled entity, when the Group’s interest in such entities is disposed of. Going Concern During the period the Company incurred an operating loss of $801,362. After raising $7,480,500 in equity by an initial public offer (IPO), see below, and incurring the aforementioned costs, the Company ended the period with a cash balance of $4,861,593. Based on the above evidence of successful fund raisings and taking into account budgeted expenditure commitments, the Board has prepared these Financial Statements on a going concern basis. Despite the ability of the Company to historically raise funds, further funding will be required to develop the Company’s tenements. This financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities and appropriate disclosures that may be necessary should the Group be unable to continue as a going concern. Judgement about the future is based on information available at the date of this report. Subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made. Godolphin Resources Limited Annual Report 30 June 2020 Page 30 Notes to the Financial Statements (continued) Capital and Reserves Share capital Ordinary shares issued and fully paid Date Number of shares Issue Price per share $ 100 Shares issued on incorporation Shares issued in-specie to Ardea shareholders Cash placement (initial public offer) Ardea loan repayment Less costs relating to share issues Balance 19 June 2019 100 $1.00 4 December 2019 30,000,000 $0.20 6,000,000 5 December 2019 3 April 2020 $0.20 $0.20 37,402,500 554,551 67,957,151 - 30 June 2020 67,957,151 7,480,500 110,910 13,591,510 (774,744) 12,816,766 Holders of ordinary shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. Ordinary shares have no par value. No dividends have been declared or paid by the Company during or since the end of the financial period. Subject to ASX listing rules, the Company’s Board may resolve that the whole or any portion of profits, reserve or other account which is available for distribution, be distributed to shareholder in the same proportions in which they would be entitled to receive it if distributed by way of dividend, or in accordance with relevant terms of issue of any shares or securities. If the Company is wound up, whether voluntarily or otherwise, the liquidator may divide among all or any of the contributories, as the liquidator thinks fit, in specie or in kind, any part of the assets of the Company, and may vest any part of the assets of the Company in trustees for the benefit of all or any of the contributories as the liquidator thinks fit. In the event of winding up of the Company, ordinary shareholders rank after creditors and are entitled to any proceeds of liquidation. Options Each option provides the right for the option holder to be issued one fully paid share by the Company, upon payment of the exercise price of each option. During the financial period there were no shares issued on the exercise of options. 49,278,461 unquoted options were granted during the period ended 30 June 2020: (c) 20,000,000 options on the terms and conditions in the Company’s IPO Prospectus dated 29 October 2019; and (d) 29,278,461 options on the terms and conditions in the Company’s Loyalty Options Prospectus dated 1 June 2020. Godolphin Resources Limited Annual Report 30 June 2020 Page 31 Notes to the Financial Statements (continued) Details of options over ordinary shares in the Company that were granted, vested and expired during the financial period are as follows: Period ended 30 June 2020 Exercise Price Vesting Date ASX Escrow Expiry Expiry Date Unquoted $0.25 $0.25 5 Dec 2019 18 Dec 2019 1 Nov 2021 16 Dec 2021 21 Jan 2022 18 Dec 2021 Not escrowed 5 Dec 2022 5 Dec 2022 5 Dec 2022 5 Dec 2022 5 Dec 2022 $0.20 15 Jun 2020 escrowed 15 Jun 2022 Not Balance vested 19 June 2019 Number Granted during the period Unvested at 30 June 2020 Balance vested 30 June 2020 Number Number - - - - - - - - 17,000,000 1,000,000 750,000 1,000,000 250,000 20,000,000 - 17,000,000 1,000,000 - - (750,000) - (1,000,000) - (250,000) (2,000,000) 18,000,000 29,278,461 49,278,461 - 29,278,461 (2,000,000) 47,278,461 Options expenses for the period ended 30 June 2020 totalled $111,213. Share Based Payment Reserve Number of Options Granted Initial Public Offer Options Loyalty Options- - - 15,000,000 2,000,000 2,000,000 1,000,000 - 23,278,461 5,000,000 666,667 - 333,333 Total - 23,278,461 20,000,000 2,666,667 2,000,000 1,333,333 2020 $ - - 1,058,250 40,663 141,100 70,550 20,000,000 29,278,461 20,000,000 29,278,461 49,278,461 49,278,461 1,310,563 1,310,563 Balance at 19 June 2019 Cost of raising capital Consideration for NSW Assets Employee expense7 Capital raising fee Related party expenses8 Equity settled share-based payments for the period Balance at 30 June 2020 The fair value of the Initial Public Offer options is calculated at the date of grant using the Black Scholes option pricing model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options recognised as an expense in each reporting period. 7 There is a vesting condition of 24 months of continuous employment by the option holder (or controller of the option holder) for 2,000,000 employee options to vest, granted under the initial public offer. At the reporting date, no employee options have vested. 8 There is a vesting condition of the Company successfully listing on the Australian Securities Exchange within 12 months of the date of granting 1,000,000 incentive options, granted under the initial public offer. As the Company successfully listed on 18 December 2019, all 1,000,000 incentive options vested on 18 December 2019. Godolphin Resources Limited Annual Report 30 June 2020 Page 32 Notes to the Financial Statements (continued) Fair value at grant date Share price at grant date Exercise price per option Expected volatility (weighted average) Risk free interest rate (based on government bonds) Initial Public Offer Options $0.07055 $0.20 $0.25 61% 1.50% The Loyalty Options are free attaching options granted on 15 June 2020 based on 1 loyalty option for every 3 shares, consideration options, incentive options and employee options held on the record date (5 June 2020). The Loyalty Options have been issued to the Company’s shareholders and option holders and therefore do not fall within the scope of Australian Accounting Standard AASB 2 Share-based Payment (as amended). Accordingly, the Loyalty Options have a $Nil value. The Company’s accounting policy for the treatment of equity-settled share-based payment arrangements granted to employees The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share- based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. Cash Flow Reconciliation Cash flows from operating activities Net loss attributable to members of the parent Adjustments for: Depreciation and impairment (non-cash) Options expense (non-cash) Operating expenditure paid by issuing shares to Ardea (non-cash) Other Operating loss before changes in working capital and provisions Increase in other receivables Increase in other payables and provisions Adjustments for: Increase in working capital for plant and equipment Increase in working capital for exploration costs capitalised Net cash used in operating activities Note A11 2020 $ (801,362) 3,888 111,213 99,329 (287) (587,219) (82,881) 269,394 (9,485) (48,034) (458,225) Prepayments and Other Receivables Other receivables are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition they are stated at amortised cost less impairment losses (see Note B3). Godolphin Resources Limited Annual Report 30 June 2020 Page 33 Notes to the Financial Statements (continued) Prepayments are recognised at cost. Current Prepayments GST Security deposit over rental property Other receivables 2020 $ 13,576 36,479 17,550 15,276 82,881 Current Liabilities Trade and Other Payables Trade and other payables are recognised initially at fair value plus directly attributable transaction costs. Subsequent to initial recognition, these transactions are measured at amortised cost. Current Trade payables PAYG Withholding Tax Accruals and other payables Provisions 2020 $ 51,106 67,345 54,649 173,100 A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. Employee Entitlements Current Annual Leave Provision Balance 19 June 2019 Increase for period Balance 30 June 2020 Non-Current Site Restoration Provision Balance 19 June 2019 Increase for period Balance 30 June 2020 2020 $ - 40,925 40,295 - 56,000 56,000 The Company’s accounting policy for the treatment of employee entitlements: (a) Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive Godolphin Resources Limited Annual Report 30 June 2020 Page 34 Notes to the Financial Statements (continued) obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (b) Other long-term employee benefits The Group's net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise. (c) Termination benefits Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted. Site Restoration In accordance with the Group’s environmental policy and applicable legal requirements, a provision for site restoration in respect of disturbed land is recognised when such land is disturbed. At this time, a best estimate of the total area of disturbance and present value restoration cost over the estimated mine is made. From this, an annual charge is derived which is reflected as an expense over the life of the mine and as an increase in the provision. The balance of the provision is the accumulation of the annual charges, less any remedial work done, which is charged directly against the provision. The unwinding of the effect of discounting on the provision is recognised as a finance cost. Cash and Cash Equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. Bank balances Term deposit - unsecured Term deposit - secured Cash and cash equivalents in the statements of cash flows Property, Plant and Equipment Owned assets 2020 $ 323,636 4,517,957 20,000 4,861,593 Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see Note B3). Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Subsequent costs The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in the statement of profit or loss and other comprehensive income as an expense as incurred. Godolphin Resources Limited Annual Report 30 June 2020 Page 35 Notes to the Financial Statements (continued) Depreciation Depreciation is charged to the statement of profit or loss and other comprehensive income on a straight-line or diminishing value bases over the estimated useful lives of each part of an item of property, plant and equipment and buildings. Land is not depreciated. The estimated useful lives in the current financial period are as follows:  Plant and equipment Cost Balance at 19 June 2019 Additions Balance at 30 June 2020 Depreciation Balance at 19 June 2019 Depreciation change for the period Balance at 30 June 2020 Carrying amounts At 19 June 2019 2020 1 to 5 years Plant and equipment $ - 59,809 59,809 - (3,888) (3,888) 2020 Total $ - 426,809 426,809 - (3,888) (3,888) - - Freehold Land $ - 367,000 367,000 - - - - At 30 June 2020 367,000 55,921 422,921 Exploration and Evaluation Costs Exploration and evaluation costs are stated at cost less accumulated amortisation and impairment losses (see Note B3). Cost Balance at 19 June 2019 Additions Balance at 30 June 2020 Amortisation Balance at 19 June 2019 Amortisation change for the period Balance at 30 June 2020 Carrying amount At 19 June 2019 At 30 June 2020 2020 Total $ - 8,227,967 8,227,967 - - - - 8,227,967 The Company’s accounting policy for the treatment of its exploration and evaluation costs is in accordance with the following requirements. Exploration and evaluation assets are measured at cost. Exploration and evaluation costs, including the costs of acquiring licences, are capitalised as exploration and evaluation assets pending determination of the technical feasibility and commercial Godolphin Resources Limited Annual Report 30 June 2020 Page 36 Notes to the Financial Statements (continued) viability of the project. The capitalised costs are presented as intangible exploration and evaluation assets. When a licence is relinquished or a project abandoned, the related costs are recognised in the statement of comprehensive income. For each area of interest, expenditures incurred in the exploration for and evaluation of mineral resources are partially or fully capitalised and recognised as an exploration and evaluation asset if the requirements below are satisfied. The Company decides to recognise an exploration and evaluation asset separately for each area of interest. An exploration and evaluation asset is only recognised in relation to an area of interest if the following conditions are satisfied: (a) (b) the rights to tenure of the area of interest are current; and at least one of the following conditions is also met: (i) the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and (ii) exploration and evaluation activities in the area of interest have not at the end of the reporting period reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. An area of interest refers to an individual geological area whereby the presence of a mineral deposit is considered favourable or has been proved to exist. It is common for an area of interest to contract in size progressively, as exploration and evaluation lead towards the identification of a mineral deposit, which may prove to contain economically recoverable reserves. When this happens during the exploration for and evaluation of mineral resources, exploration and evaluation expenditures are still included in the cost of the exploration and evaluation asset notwithstanding that the size of the area of interest may contract as the exploration and evaluation operations progress. In most cases, an area of interest will comprise a single mine or deposit. Commitments Exploration expenditure commitments In order to maintain current rights of tenure to exploration tenements, the Group is required to perform minimum exploration work to meet the minimum expenditure requirements specified by the New South Wales Government. These obligations are subject to renegotiation when application for a mining lease is made and at other times. Agreement for Lease On 20 April 2020, the Company executed a deed of agreement for the Company to lease a property at 11-19 William Street Orange, NSW, 2800 (Property) to be used by the Company for offices and storage. As of 30 June 2020, finalisation of the lease was conditional upon the lessor completing agreed office fit-out works. From the lease commencement date, which is yet to be determined, rent will be $70,200 per annum excluding GST indexed for the lease period (initial 3 years with an option to renew for a further 3 Godolphin Resources Limited Annual Report 30 June 2020 Page 37 Notes to the Financial Statements (continued) years). The Company has provided the lessor with a bank undertaking of $17,550, representing 3- months of rent. As of 30 June 2020, the Company did not have the right to obtain economic benefits from the use of the Property, nor the right to direct how and for what purpose the Property is used. These obligations are not provided for in the financial report and are payable as follows. Exploration expenditure commitments $ 950,000 3,035,000 245,000 4,230,000 Agreement to Lease $ 70,200 140,400 - 210,600 2020 Total $ 1,020,200 3,175,400 245,000 4,440,600 Within one year One year or later and not later than five years Later than five years Segment Reporting An operating segment is a component of the Group that engages in business activities whose operating results are reviewed regularly by the Group’s Board and for which discrete financial information is available. The Group is involved solely in mineral exploration within its 100% controlled Australian-based projects in the Lachlan Fold Belt (LFB) NSW and thus has a single operating segment. Business and geographical segments The results and financial position of the Company’s single operating segment are prepared on a basis consistent with Australian Accounting Standards and thus no additional disclosures in relation to the revenues, profit or loss, assets and liabilities and other material items have been made. Entity-wide disclosures in relation to the Group’s product and services and geographical areas are detailed below. Products and services The Group is involved solely in mineral exploration within its 100% controlled Australian-based projects in the Lachlan Fold Belt (LFB) NSW and, as such, currently provides no products for sale. Geographical areas The Company’s exploration activities are located solely in Australia. Contingencies Details of contingent liabilities where the probability of future payments/receipts is not considered remote are set out below: On 25 July 1991, Tri Origin Exploration Limited and Mr David Timms (a geologist and unrelated party) entered into to a finder’s fee agreement (Finder’s Fee Agreement) pursuant to which Mr Timms is eligible to receive a finder’s fee in relation to a mineral property in Australia, comprising 2.56 km2, and designated as EL 1049 in New South Wales, Australia (Property). The mining tenement designated as EL 1049 was cancelled in a broader process of replacing a number of licences in the area with a single new licence, EL 5583 (EL 5583). TriAusMin Pty Ltd (an entity that is the Company’s wholly owned subsidiary), is the registered holder of EL 5583. The area referred to as the Property in the Finder’s Fee Agreement is now located within the boundaries of EL 5583. Godolphin Resources Limited Annual Report 30 June 2020 Page 38 Notes to the Financial Statements (continued) On this basis, a portion of EL 5583 (being the 2.56km2 Property) is subject to a finder's fee, payable to Mr David Timms, following commencement of production, or sale of EL5583, capped at A$2,000,000. The fee is payable in respect of: (a) 1/3 proceeds from the sale of EL 5583; or (b) 1/3 of net profits from production from the Property; or (c) 30% of any royalties received from production from the Property. Subsequent Events Directors are not aware of any matter or circumstance that has arisen since the end of the financial period that has significantly affected or may significantly affect the Group’s operations, the results of these operations or the Group’s state of affairs in future financial years, excepting, since 30 June 2020, 138,823 Loyalty Options have been exercised for $0.20 cash each. At the date of this report, 29,139,638 Loyalty Options are unexercised. Section B – Risk and Judgement This section outlines the key judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. This section also outlines the significant financial risk the Group is exposed, to which the Directors would like to draw the attention of the readers. B1 Financial Risk Management Overview This Note presents information about the Group’s exposure to credit, liquidity and market risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. The Group does not use any form of derivatives as it is not at a level of exposure that requires the use of derivatives to hedge its exposure. Exposure limits are reviewed by management on a continuous basis. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the Group through regular reviews of the risks. Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Presently, the Group is in exploration phase, therefore does not earn revenue from sales and therefore has no accounts receivables. At the reporting date, there were no significant credit risks in relation to trade receivables. For the Company, credit risk arises from receivables due from subsidiaries. Cash and cash equivalents The Group limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have an acceptable credit rating. Godolphin Resources Limited Annual Report 30 June 2020 Page 39 Notes to the Financial Statements (continued) Exposure to credit risk The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: Current Cash and cash equivalents Prepayments Other receivables Note A10 A7 A7 Carrying Amount 2020 $ 4,861,593 13,576 69,305 82,881 4,944,474 Impairment losses None of the Group’s other receivables are past due. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages liquidity risk by maintaining adequate cash reserves from funds raised in the market and by continuously monitoring forecast and actual cash flows. The decision on how the Company will raise future capital will depend on market conditions existing at that time. The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements: Note Carrying amount $ Contractual cash flows $ 6 months or less $ 30 June 2020 Trade and other payables A8 173,100 173,100 173,100 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 Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Currency risk The Group is not exposed to currency risk and at the reporting date the Group holds no financial assets or liabilities which are exposed to foreign currency risk. Godolphin Resources Limited Annual Report 30 June 2020 Page 40 Notes to the Financial Statements (continued) Interest rate risk The Group is exposed to interest rate risk (primarily on its cash and cash equivalents), which is the risk that a financial instrument’s value will fluctuate as a result of changes in the market interest rates on interest-bearing financial instruments. The Group does not use derivatives to mitigate these exposures. The Group adopts a policy of ensuring that as far as possible it maintains excess cash and cash equivalents in short terms deposit at interest rates maturing over three month rolling periods. Profile At the reporting date the interest rate profile of the Group’s and the Company’s interest-bearing financial instruments was: Variable rate instruments Financial assets Financial liabilities Carrying amount 2020 $ 5,027,355 (173,100) 4,854,255 Fair value sensitivity analysis for fixed rate instruments The Group does not have, and therefore does not account for any financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss. Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates at the end of the financial period would have increased or decreased profit and loss by $55,022. This analysis assumes that all other variables remain constant. Commodity Price Risk The Group operates primarily in the exploration and evaluation phase and accordingly the Group’s financial assets and liabilities are subject to minimal commodity price risk. Capital and Reserves Management The Group’s objectives when managing capital and reserves are to safeguard the Group’s ability to continue as a going concern, so as to maintain a strong capital base sufficient to maintain future exploration and development of its projects. In order to maintain or adjust the capital and reserve structure, the Group may return capital to shareholders, issue new shares or sell assets to reduce debt. The Group’s focus has been to raise sufficient funds through equity to fund exploration and evaluation activities. There were no changes in the Group’s approach to capital management during the period. Risk management policies and procedures are established with regular monitoring and reporting. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. Godolphin Resources Limited Annual Report 30 June 2020 Page 41 Notes to the Financial Statements (continued) Financial Instruments AASB 9 Financial Instruments includes guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. AASB 9 has been adopted with no impact and no material changes in comparative information required. B2 Determination of Fair Values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the Notes specific to that asset or liability. Other receivables The fair value of other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. This fair value is determined for disclosure purposes or when acquired in a business combination. Non-derivative financial liabilities Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. Share-based payment transactions The fair value of the share options is measured using the Black Scholes model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. Financial Instruments AASB 9, including the expected credit loss model for calculating impairment on financial assets, has been adopted with no impact and no material changes in comparative information required. B3 Impairment The carrying amounts of the Group’s assets other than deferred tax assets (see Note D2), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated (see below). For intangible assets that are not yet available for use, the recoverable amount is estimated annually, or when facts and circumstances suggest the carrying amount may exceed its recoverable amount. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised in the statement of profit or loss and other comprehensive income unless the asset has been re-valued previously in which case the impairment loss is recognised as a reversal to the extent of the previous revaluation with any excess recognised through the statement of profit or loss and other comprehensive income. Godolphin Resources Limited Annual Report 30 June 2020 Page 42 Notes to the Financial Statements (continued) Impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash generating unit (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. Calculation of recoverable amount The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. Reversals of impairment An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. B4 Financial Instruments Effective interest rates and repricing analysis In respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at the reporting date and the periods in which they reprice. Effective interest rate % 6 months or less $ 6-12 months $ Total $ 1-2 years $ 2-5 years $ More than 5 years $ 2020 Cash and cash equivalents Fair values 1.14 4,861,593 4,861,593 - - - - The fair values together with the carrying amounts shown in the statement of financial position are as follows: Note Carrying amount 2020 $ Cash and cash equivalents Prepayments and other receivables Trade and other payables A10 A7 A8 4,861,593 82,881 (173,100) 4,771,374 Fair value 2020 $ 4,861,593 82,881 (173,100) 4,771,374 Godolphin Resources Limited Annual Report 30 June 2020 Page 43 Notes to the Financial Statements (continued) Section C – Key Management Personnel and Related Party Disclosures This section includes information about key management personnel’s remunerations, related parties information and any transactions key management personnel or related parties may have had with the Group during the period. C1 Key Management Personnel Expenses Share-based payment transactions The grant date fair value of equity-settled share-based payment awards granted is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. Wages, salaries, and annual leave Liabilities for benefits such as wages and salaries represent present obligations resulting from services provided to the reporting date, calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay as at the reporting date. Salaries and fees Consulting charges Superannuation Non-cash key management personal expense from granting of options Key management personnel expenses C2 Key Management Personnel Disclosures Individual Directors and executive compensation disclosures 2020 $ 264,043 93,240 25,085 382,368 92,079 474,447 Information regarding individual Directors’ and executives’ compensation and some equity instruments disclosures are required by Corporation Regulation 2M.3.03 and provided in the remuneration report section of the Directors’ Report. Apart from the details disclosed in this Note, no Director has entered into a material contract with the Company or the Group during the financial period and there were no material contracts involving Directors’ interests existing at period-end. Directors’ transactions with the Company or its controlled entities Aggregate amounts payable to Directors and their Director related entities for unpaid Directors’ fees, statutory superannuation owed to each Director’s superannuation fund, and consulting fees at the reporting date were as follows: Accounts Payable - current Directors’ fees payable 2020 $ 9,106 The terms and conditions of the transactions with Directors or their Director related entities, outlined above, were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-Director-related entities on an arm’s length basis. Godolphin Resources Limited Annual Report 30 June 2020 Page 44 Notes to the Financial Statements (continued) C3 Related Party Disclosures Identity of related parties The Group has a related party relationship with its subsidiaries (see Note C4) and with its Directors and executive officers. Other related party transactions The classes of non-Director related parties are:  wholly owned subsidiaries;  partly owned subsidiaries;  commonly controlled subsidiaries;  joint ventures;  associates; and  Directors of related parties and their personally related entities. Related party transactions The following related party transaction charges for Directors’ fees, consulting fees, were made with the Group on normal terms and conditions and in the ordinary course of business: Transaction Value for 12 months ended 30 Jun 2020 $ Balance Outstanding Terms 30 Jun 2020 $ Cash Remuneration Directors’ Fees Superannuation benefits Consulting Fees Non-cash Remuneration Options remuneration C4 Consolidated Entities Parent entity Godolphin Resources Limited Subsidiaries Godolphin Tenements Pty Ltd TriAusMin Pty Ltd 80,710 7,672 49,500 137,882 70,551 70,551 208,433 9,106 Payable at call - - 9,106 - - 9,106 Country of incorporation Australia Australia Australia Ownership interest 2020 % 100 100 In the financial statements of the Company, investments in controlled entities and associates are measured at cost and included with other financial assets. Godolphin Resources Limited Annual Report 30 June 2020 Page 45 Notes to the Financial Statements (continued) Section D – Other Disclosures This section includes information that the Directors do not consider to be significant in understanding the financial performance and position of the Group but must be disclosed to comply with the Accounting Standards, the Corporations Act 2001 (Cth) or the Corporations Regulations. D1 Administration Expenses Accounting / secretarial expense Audit fees Compliance: ASX/ASIC/Share Registry fees Consulting fees Information technology / website expense Insurances expense Office rent Other expenses Recruitment fees Travel and accommodation expenses D2 Income Tax 2020 $ 99,320 20,000 13,693 47,375 22,010 32,242 10,260 29,438 41,104 23,238 338,680 Income tax is recognised in the statement of profit or loss and other comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill, the initial recognition of assets and liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets recorded at each reporting date are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Tax consolidation The Company and its wholly owned Australian resident entities have formed a tax-consolidated group. All members of the tax-consolidated group are taxed as a single entity from 4 December 2019. The head entity within the tax-consolidated group is Godolphin Resources Limited. Current tax expense/ income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial Godolphin Resources Limited Annual Report 30 June 2020 Page 46 Notes to the Financial Statements (continued) statements of the members of the tax-consolidated group using the “stand alone taxpayer” approach for each entity, as if it continued to be a taxable entity in its own right. Any current liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity in the tax consolidated group and are recognised by the Company as amounts payable / (receivable) to / (from) other entities in the tax-consolidated group. Any difference between these amounts is recognised by the Company as an equity contribution or distribution. The Company recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which the asset can be utilised. Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability is recognised by the head entity only. As the tax-consolidated group has no income tax payable, the head entity has not entered into a tax funding arrangement in conjunction with other members of the tax-consolidated group which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts. Numerical reconciliation between tax benefit and pre-tax net loss Loss before tax Prima facie Income tax benefit at a tax rate of 30% Decrease in income tax benefit due to: Income tax losses not recognised Income tax benefit on pre-tax net loss Unrecognised deferred tax assets Revenue tax losses 2020 $ 801,362 240,409 (240,409) - 1,621,248 The tax losses do not expire under current legislation though these losses are subject to testing under loss recoupment rules in order for them to be utilised. Deferred tax assets have not been recognised in respect of this item because, at this time, it is not probable that future taxable profit will be available against which the benefits can be offset. At 30 June 2020, the Group had no franking credits available for use in subsequent reporting periods. D3 Loss Per Share Basic earnings per share (EPS) is calculated by dividing the net profit or loss attributable to members of the parent entity for the financial period, after excluding any costs of servicing equity (other than ordinary shares and converting preference shares classified as ordinary shares for EPS calculation purposes), by the weighted average number of ordinary shares of the Company, adjusted for any bonus issue. Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after-tax effect of financial costs associated with dilutive ordinary shares and the effect on revenues and expenses of conversion to ordinary shares associated with dilutive potential ordinary shares, by the weighted average number of ordinary and dilutive potential ordinary shares adjusted for any bonus issue. Godolphin Resources Limited Annual Report 30 June 2020 Page 47 Notes to the Financial Statements (continued) The calculation of basic and diluted losses per share for the period ended 30 June 2020 was based on the net loss attributable to ordinary shareholders of $801,362 and a weighted average number of ordinary shares outstanding during the period ended 30 June 2020 of 37,258,162, calculated as follows: Loss for the financial period attributable to ordinary shareholders Weighted average number of ordinary shares Undiluted Number of Shares Issued ordinary shares at 19 June 2019 Effect of shares issued 4 December 2019 Effect of shares issued 5 December 2019 Effect of shares issued 30 April 2020 Weighted average number of ordinary shares used in calculating basic and diluted loss per share 2020 $ 801,362 Number 100 16,587,301 20,581,270 89,491 37,258,162 49,278,461 potential shares were excluded from the calculation of diluted earnings per share because they are antidilutive for the period ended 30 June 2020 as the Company is in a loss position. D4 Auditor’s Remuneration Auditors of the Company Butler Settineri (Audit) Pty Ltd Audit and review of financial reports Non-audit accounting services 2020 $ 20,000 8,000 28,000 D5 Parent Entity Disclosures The Group has applied amendments to the Corporations Act 2001 (Cth) that remove the requirements for the Group to lodge parent entity financial statements. Parent entity financial statements have been replaced by the following specific parent entity disclosure. As at, and throughout, the financial period ending 30 June 2020 the parent company of the Group was Godolphin Resources Limited. Godolphin Resources Limited Annual Report 30 June 2020 Page 48 Notes to the Financial Statements (continued) Results of the parent entity Loss for the period Other comprehensive income Total comprehensive income for the financial period Financial position of parent entity at period end Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net Assets Total equity of the parent entity comprising of: Share capital Reserve Accumulated Losses Total Equity 2020 $ 801,362 - 801,362 4,944,474 8,650,888 13,595,362 213,395 56,000 269,395 13,325,967 12,816,766 1,310,563 (801,362) 13,325,967 Parent entity capital commitments for acquisition of property, plant & equipment Refer to Note A13 for commitments related to the parent entity. Contingencies Refer to Note A15 for contingencies related to the parent entity. D6 Financing Income and Expenses Interest income is recognised as it accrues taking into account the effective yield on the financial asset. Finance expenses comprise interest expense on borrowings. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. D7 Derivatives The financial entity does not hold any derivative financial instruments. D8 GST Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position. Godolphin Resources Limited Annual Report 30 June 2020 Page 49 Notes to the Financial Statements (continued) Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. D9 New Accounting Standards A number of new standards and amendments to standards are effective for annual periods beginning 1 January 2019 or later. These new standards and amendments have been applied in preparing these financial statements and none of them have had a significant effect on the financial statements of the Group. AASB 16 Leases AASB 16 Leases removes the lease classification test and requires all leases (including operating leases) to be brought onto the balance sheet. The definition of a lease is also amended and is now the new on/off balance sheet test for lessees. Management has assessed the impact of AASB 16 and, with an agreement to lease, has deemed the impact to be nil. Refer to Note A13 for more details. END Godolphin Resources Limited Annual Report 30 June 2020 Page 50 Directors’ Declaration 1. In the opinion of the Directors of Godolphin Resources Limited (“the Company”): (a) the consolidated financial statements and notes that are set out on pages 25 to 50 and the Remuneration Report on pages 13 to 20 in the Directors’ Report, are in accordance with the Corporations Act 2001 (Cth), including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its performance for the financial period ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 (Cth) from the Chief Executive Officer and Chief Financial Officer for the financial period ended 30 June 2020. Signed in accordance with a resolution of the Directors. Jeremy Read Chairman Brisbane 31 August 2020 Godolphin Resources Limited Annual Report 30 June 2020 Page 51 AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of Godolphin Resources Limited for the period from registration on 19 June 2019 through to 30 June 2020, I declare that, to the best of my knowledge and belief, there have been: a) No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b) No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Godolphin Resources Limited and the entities it controlled during the period. BUTLER SETTINERI (AUDIT) PTY LTD LUCY P GARDNER Director Perth Date: 31 August 2020 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GODOLPHIN RESOURCES LIMITED Report on the financial report Opinion We have audited the financial report of Godolphin Resources Limited (“the Company”) and its controlled entities (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2020 the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period from registration on 19 June 2019 through to 30 June 2020 (“the Period”), and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: i) giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its financial performance for the Period then ended; and ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We have conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those Standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our ethical requirements in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How our audit addressed the key audit matter Capitalised mineral exploration expenditure (refer notes A12 and B3) The Group operates as an exploration entity and as such its primary activities entail expenditure focussed on the exploration for and evaluation of economically viable mineral deposits. These activities currently relate to several projects areas in the Lachlan Fold Belt in New South Wales. All exploration and evaluation expenditure incurred has been capitalised and recognised as an asset in the Statement of Financial Position. The closing value of this asset is $8,227,967 as at 30 June 2020. The carrying value of capitalised mineral exploration assets is subjective and is based on the Group’s intention and ability, to continue to explore the asset. The carrying value may also be affected by the results of ongoing exploration activity indicating that the mineral reserves and resources may not be commercially viable for extraction. This creates a risk that the asset value included within the financial statements may not be recoverable. Other information Our audit procedures included: • ensuring the Group’s continued right to explore for minerals in the relevant exploration areas including assessing documentation such as exploration and mining licences; • enquiring of management and the directors as to the Group’s intentions and strategies for reviewing future exploration activity and budgets and cash flow forecasts; • assessing the results of recent exploration activity to determine whether there are any indicators suggesting a potential impairment of the carrying value of the asset; • assessing the Group’s ability to finance the planned exploration and evaluation activity; and • assessing the adequacy of the disclosures made by the Group in the financial report. The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the Period ended 30 June 2020, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 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 the Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. 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. • Obtain an understanding of internal control relevant to the audit 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 Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • 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. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significant 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 public interest benefits of such communication. Report on the remuneration report Opinion We have audited the remuneration report included on pages 13 to 20 of the directors’ report for the period from registration on 19 June 2019 through to 30 June 2020. In our opinion, the remuneration report of Godolphin Resources Limited for the Period, 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. BUTLER SETTINERI (AUDIT) PTY LTD LUCY P GARDNER Director Perth Date: 31 August 2020 Additional Shareholder Information Shares At a general meeting on a show of hands, each member present in person or by proxy has one vote and on a poll each member present in person or by proxy, attorney or representative of a member has one vote for each fully paid share held by the member. If a member holds partly paid shares, the number of votes the member has in respect of those shares on a poll is determined as follows: D = where: A B (A x B) / C is the number of those shares held by the member; is the amount paid on each of those shares excluding any amount: (i) paid or credited as paid in advance of a call; and (ii) credited as paid on those shares to the extent that it exceeds the value (ascertained at the time of issue of those shares) of the consideration received for the issue of those shares; C D is the issue price of each of those shares; and is the number of votes attached to those shares. At 6 August 2020, issued capital was 67,975,399 ordinary fully paid shares held by 4,188 holders: Class of shares If escrowed, end of escrow period Number of Shares Quoted ordinary fully paid shares Unquoted ordinary fully paid shares Total Not applicable 18 December 2021 (ASX escrow) 20 Largest Holders by Name of Ordinary Shares and their Share Holdings at 6 August 2020: Rank Name JOSCO PTY LTD KURANA PTY LTD , J P MORGAN NOMINEES AUSTRALIA PTY LIMITED HAZURN PTY LTD CITICORP NOMINEES PTY LIMITED RED PUMA PTY LTD BNP PARIBAS NOMINEES PTY LTD 1 2 MR DAVID ANTHONY JOHNSTON 3 4 5 6 7 8 9 MR OLIVIER DUPUY + MS JULIE DUPUY 10 MRS PAMELA JEAN BUCHHORN LATSOD PTY LTD 11 AUSTRALIAN LAND PTY LTD 12 SACHA TRADING COMPANY PTY LTD 13 14 TOPWEAL PTY LTD 15 MARTIN BUCKLEY 16 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 17 MR IWAN JONES + MS JOYCE CHRISTINE JONES 18 19 20 MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED B & J O'SHANNASSY MANAGEMENT PTY LTD ARDEA RESOURCES LIMITED Top 20 holders of ORDINARY SHARES (TOTAL) Number of Shares 4,203,189 3,317,750 2,817,789 2,470,337 2,437,024 2,363,165 1,706,000 1,353,729 1,350,000 1,136,314 1,100,000 1,000,000 968,030 850,000 849,923 820,816 726,598 717,317 580,357 521,803 31,290,141 67,975,299 100 67,975,399 % of Issued Capital 6.18% 4.88% 4.15% 3.63% 3.59% 3.48% 2.51% 1.99% 1.99% 1.67% 1.62% 1.47% 1.42% 1.25% 1.25% 1.21% 1.07% 1.06% 0.85% 0.77% 46.04% Godolphin Resources Limited Annual Report 30 June 2020 Page 57 Additional Shareholder Information (continued) Distribution of Share Holders and Share Holdings at 6 August 2020 Range Total 1 - 1,000 1,000 - 5,000 5,000 - 10,000 10,000 - 100,000 100,000 Over Total holders 2,572 750 250 514 102 4,188 Unmarketable Parcels at 6 August 2020 Number of Shares 651,276 1,691,027 1,878,667 17,494,115 46,260,314 67,975,399 % of Issued Capital 0.96% 2.49% 2.76% 25.74% 68.05% 100.00% Minimum $ 500.00 parcel at $ 0.235 per share Substantial Shareholders at 6 August 2020 Ian Buchhorn and associates B O'Shannassy and associates Unquoted Options Minimum Parcel Size 21,276 Holders Number of Shares 2,965 1,214,303 Number of Shares Proportion of Issued Shares 6,699,849 4,920,506 9.86% 7.24% At 6 August 2020 there were 49,260,213 unquoted options with various exercise prices and expiry dates. Exercise Price $0.25 $0.25 $0.20 Total Grant Date Vesting Date Expiry Date If escrowed, end of escrow period Number 5 Dec 2019 5 Dec 2019 5 Dec 2019 5 Dec 2019 5 Dec 2019 5 Dec 2019 18 Dec 2019 1 Nov 2021 16 Dec 2021 21 Jan 2022 5 Dec 2022 5 Dec 2022 5 Dec 2022 5 Dec 2022 5 Dec 2022 18 Dec 2021 (ASX escrow) Not applicable 15 June 2020 15 June 2020 15 June 2022 Not applicable 17,000,000 1,000,000 750,000 1,000,000 250,000 29,260,213 49,260,213 Each option provides the right for the option holder to be issued one fully paid share by the Company, upon payment of the exercise price of each option. Over 20% Holders by Name of Options ($0.25 Exercise Price) and their Option Holdings at 6 August 2020: Name ARDEA RESOURCES LIMITED Number of Options 15,000,000 % of Total Options 75.00% Godolphin Resources Limited Annual Report 30 June 2020 Page 58 Additional Shareholder Information (continued) Distribution of Option Holders and Option Holdings at 6 August 2020 ($0.25 Exercise Price) Range Total 1 - 1,000 1,000 - 5,000 5,000 - 10,000 10,000 - 100,000 100,000 Over Total holders - - - 2 11 13 Number of Options - - - 175,000 19,825,000 20,000,000 % of Total Options - - - 0.88% 99.12% 100.00% Distribution of Option Holders and Option Holdings at 6 August 2020 ($0.20 Exercise Price) Range Total 1 - 1,000 1,000 - 5,000 5,000 - 10,000 10,000 - 100,000 100,000 Over Total holders 3,169 527 154 267 40 4,157 Number of Options 564,031 1,357,837 1,179,312 7,855,170 18,303,863 29,260,213 % of Total Options 1.93% 4.64% 4.03% 26.85% 62.55% 100.00% Mining Exploration Tenements The Company holds the following exploration and mining licences. Tenure EL 5583 EL 8323 EL 8556 EL 8966 EL 8901 EL 8532 EL 8538 EL 8964 EL 8963 EL 8962 EL 8890 EL 8554 EL 8555 EL 8580 ML 0739 EL 8061 EL 8586 EL 8889 ELA5916 Location Lewis Ponds9 Ophir Copper Hill East Mt Bulga Caledonian Mt Aubrey Yeoval Yallundry Obley West Obley North Cumnock Wisemans Creek Calarie Calarie Central Calarie Lachlan Mine Gundagai South Gundagai North Gundagai Gadara Company’s Interest 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Status Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Under application 9 Finder’s fee to David Timms on EL5583 sale transaction or production commencement (capped at $2,000,000) Refer Note A15 for further details. Godolphin Resources Limited Annual Report 30 June 2020 Page 59 Additional Shareholder Information (continued) Use of Funds Since its admission to the ASX’s official list on 16 December 2019 until 30 June 2020, 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. Securities Exchange Listing The Company’s ordinary shares are listed on the Australian Securities Exchange. The Company’s ASX code for quoted ordinary shares is GRL. On-Market Buy Back There is no on-market buy-back. Corporate Governance Statement The Company’s Corporate Governance statement for the financial period ended 30 June 2020 is available for members to download and access from https://godolphinresources.com.au/governance Godolphin Resources Limited Annual Report 30 June 2020 Page 60 

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