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