Godolphin Resources Limited Annual Report 30 June 2024
Page 1
GODOLPHIN RESOURCES LIMITED
ABN 13 633 779 950
Annual Report
for the year ended 30 June 2024
Godolphin Resources Limited Annual Report 30 June 2024
Page 2
Directory
Directors
Mr Jeremy Read
Non-Executive Chair
Ms Jeneta Owens
Managing Director
Dr Christopher Hartley
Non-Executive Director
Amanda Sparks Non-Executive Director
Company Secretary and Chief Financial Officer
Ian Morgan
Registered Office
Unit 13, 11-19 William Street
Orange NSW 2800
Postal Address
PO Box 9497, Orange East NSW 2800
Godolphin Head Office
Phone +61 2 6318 8144
Email info@godolphinresources.com.au
Web www.godolphinresources.com.au
Securities Exchange
Australian Securities Exchange (ASX)
ASX Codes: GRL and GRLO
Securities Registry
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney NSW 2000
Phone
(within Australia): 1 300 288 664
(outside Australia): +61 2 9698 5414
Auditor
Dry Kirkness (Audit) Pty Ltd
Ground Floor, 50 Colin Street
West Perth WA 6005
Table of Contents
CHAIR’S LETTER ........................................................ 3
DIRECTORS’ REPORT ................................................. 5
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME ...........................26
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
................................................................................27
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
................................................................................28
CONSOLIDATED STATEMENT OF CASH FLOWS .........29
NOTES TO THE FINANCIAL STATEMENTS ..................30
CONSOLIDATED ENTITY DISCLOSURE STATEMENT ...50
DIRECTORS’ DECLARATION ......................................51
AUDITOR’S INDEPENDENCE DECLARATION ..............52
INDEPENDENT AUDITOR’S REPORT ..........................53
ADDITIONAL SHAREHOLDER INFORMATION ............57
Godolphin Resources Limited Annual Report 30 June 2024
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Chair’s Letter
Dear fellow Shareholders,
I am pleased to present Godolphin Resources Limited’s Annual Report for the year ended 30 June 2024
(‘FY24’).
Over the course of FY24, Godolphin has further advanced its diversified suite of projects, leaving the
Company well positioned to pursue multiple potential value-accretive strategies heading into the new
financial year and to capitalise on the inevitable improvement in the stock market.
The Group’s operational progress was achieved in accordance with Godolphin’s strategic objective to
maintain optionality over its projects, with flexibility in how to develop and finance its suite of projects.
Godolphin’s exploration portfolio has been built to take advantage of medium-term market and investor
positivity towards critical minerals, with a nationally significant rare earth project complemented by a
portfolio of ready-to-drill copper and gold projects in the highly-prospective Lachlan Fold Belt of NSW.
Our operational focus in FY24 was to further develop the Narraburra Rare Earths Element Project, after the
successful declaration of a maiden JORC 2012 compliant Mineral Resource Estimate (MRE) in April 2023. The
MRE was calculated at 94.9 million tonnes at 739ppm Total Rare Earth Oxide (‘TREO’) including a higher-
grade component of 20 million tonnes at 1,079ppm TREO. These results marked a significant uplift in TREO
grade and tonnage from the previous JORC 2004 resource, providing the Company with confidence to carry
out a detailed follow-up works program during FY24.
I’m pleased to report that metallurgical analysis undertaken during FY24 has further demonstrated the
potential for Narraburra to become a significant critical minerals asset with the potential for low-cost
downstream processing. Results were highlighted by a comprehensive leach testing program carried out by
the Australian Nuclear Science and Technology Organisation (ANSTO) which delivered exceptional REE
recoveries, including up to a 95% extraction rate for key magnet REEs (Nd, Pr, Tb, Dy).
Following the successful initial metallurgical program, Godolphin then announced the appointment of
Ausenco, a multinational engineering firm with specialist expertise in clay hosted Rare Earth Element projects
to commence a Scoping Study at Narraburra based on the maiden JORC 2012 MRE. Of note, the high-grade
core provides a focus for the Study to evaluate the potential for mining and processing material greater than
1,000ppm TREO.
With the emergence of Narraburra’s development potential, in April 2024 the Godolphin Board approved
the decision to consolidate control of the asset by acquiring the remaining 49% interest it didn’t already own.
The transaction was completed with the Group’s existing joint venture partner on attractive commercial
terms, and combined with two strategic capital raises during the year, Godolphin has several options to
pursue its development strategy for Narraburra in FY25.
Alongside its Rare Earths assets, Godolphin has a strategic focus on maintaining optionality via its 100%-
owned portfolio of copper and gold projects. In the second half of FY24, the Company was pleased to report
strong copper-gold assay results from rock chip samples at Yeoval and Copper Hill East, which will be used to
refine drill targets for additional exploration in the year ahead. Those results were accompanied by recent
sampling results from the Spring Creek Prospect, which defined a new gold–copper soil anomaly.
Alongside its project development strategy, Godolphin has continued to monitor opportunities for non-
dilutive funding, including strategic asset sales. During the 2024 financial year, the Company received
commercial interest from counterparties for Godolphin’s 100% owned Lewis Ponds copper-gold project. In
the Board’s view, these discussions demonstrated the inherent value of Godolphin’s projects and the
Company will continue to appraise project sale opportunities with the potential to capture and deliver value
for shareholders.
Chair’s Letter (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 4
As Godolphin heads into FY25, the Company remains uniquely positioned with a portfolio of compelling
exploration projects in a top-tier mining jurisdiction. Operating in NSW provides the Company with several
strategic advantages, including the ongoing support of policy makers at the State Government level who are
committed to growing the profile of NSW as a resources economy.
I would like to sincerely thank the Godolphin management team and our experienced geologists and field
technicians, who remain dedicated to unlocking the value of our projects under the leadership of Managing
Director, Ms Jeneta Owens.
With the ongoing development of our exploration portfolio, Godolphin will continue to update our
shareholders with what’s expected to be another busy period of news flow in FY25. I look forward to
overseeing the strategic direction of the Company as we embark on the next phase of our growth strategy.
Mr Jeremy Read
Chair
Godolphin Resources Limited Annual Report 30 June 2024
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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 year ended 30 June 2024.
Directors
The Directors of the Company at any time during or since the end of the financial year are:
Jeremy Read (Non-Executive Chair)
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 has been a director of other ASX-listed resource companies: Discovery Metals Limited to 31 August 2015
(ASX: DML), Meridian Minerals to 12 December 2011 (ASX: MII), Avalon Minerals to 12 December 2013 (ASX:
AVI), MinQuest Limited to 30 September 2016 (ASX: MNQ), Zeotech Limited to 6 April 2020 (ASX: ZEO), and
Pursuit Minerals Limited to 24 June 2021 (ASX: PUR).
Jeremy is a Member of The Australasian Institute of Mining and Metallurgy (“AusIMM”).
Jeneta Owens (Managing Director)
B.Sc. (Hons), Dip of Mgt (Distinction), MAIG, MAusIMM, MGSA
Appointed 7 June 2021
Jeneta Owens is a qualified geologist with more than 15 years of experience in the geoscience field, focused
on exploration and project evaluation. For the last decade, her particular focus has been on porphyry copper-
gold and epithermal gold exploration in NSW, leading exploration activities at Northparkes’ Cu-Au mine and
Sandfire Resources’ NSW projects. Prior to joining Godolphin, Ms Owens launched her own geological
consultancy, conducting strategic planning, exploration management along with project evaluation for junior
explorers.
Jeneta is a Member of the Australian Institute of Geoscientists (“AIG”) and a Member of The Australasian
Institute of Mining and Metallurgy (“AusIMM”).
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 6
Dr Christopher Hartley (Non-Executive Director)
BSc; PhD; MIMMM; CEng; GAICD
Appointed 9 January 2023
Dr Hartley has 40 years of experience in the mining industry in a variety of roles relating to management and
development of mining and metallurgical operations. Most recently he spent five years with Bloom Energy
in the role of Technical Director Strategic Materials, leading a team that established secure and efficient
supplies of scandium oxide for their manufacturing operations in the USA. Prior to that he held roles with
BHP Billiton and its predecessor Billiton, as well as working as an independent consultant. He has been based
in the Netherlands, the UK, India and the USA and worked on projects in numerous countries.
Dr Hartley is also a director of Platina Resources Limited (ASX: PGM), appointed on 1 January 2017.
Amanda Sparks (Non-Executive Director)
B.Bus, CA, F.Fin
Appointed 9 June 2023
Ms Sparks is a Chartered Accountant and a Fellow of the Financial Services Institute of Australasia. Her career
background in the resources industry spans more than 30 years, including direct financial experience with
mining companies at both the exploration stage and the production stage. During that time, Ms Sparks has
gained extensive experience in company secretarial, financial management, corporate transactions,
governance and compliance functions.
She currently holds Directorships and/or Company Secretary roles with several ASX listed companies,
including Stavely Minerals Limited, E79 Gold Mines Limited and ADX Energy Limited. She has also previously
held roles with Integra Mining Limited and Excelsior Gold Limited.
Ms Sparks is also a director of Stavely Minerals Limited (ASX: SVY), appointed on 14 September 2018.
Company Secretary and Chief Financial Officer
Ian Morgan
B Bus, M Com Law, Grad Dip App Fin, CA, AGIA, MAICD, F Fin
Appointed 21 January 2020
Ian Morgan is a member of Chartered Accountants Australia and New Zealand and the Governance Institute
of Australia, 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.
Nature of Operations and Principal Activities
Godolphin Resources (ASX: GRL) is an ASX listed resources company, with 100% controlled Australian-based
projects in the Lachlan Fold Belt (“LFB”) NSW, a world-class gold-copper province and an emerging region for
Rare Earth Element (“REE”) projects. The strategic focus of the Company is on critical minerals and green
metals through ongoing exploration and development in central west NSW. Currently the Company’s
tenements cover over 3,500km2 of highly prospective ground focussed on the Lachlan Fold Belt, a highly
regarded providence for the discovery of Rare Earth Elements, Copper, Gold and Base Metal deposits.
Godolphin is exploring for clay hosted REE’s, structurally hosted & epithermal gold, base-metal deposits and
large, gold-copper Cadia style porphyry deposits in the Lachlan Fold Belt. Godolphin’s exploration efforts
continue to define new targets for unlocking the potential of its East Lachlan tenement holdings and
increasing the mineral resources of the advanced Narraburra Rare Earth Project, Lewis Ponds Gold & Base
Metals Project and the Yeoval Copper Gold Project. Systematic and scientific exploration efforts across the
tenement package is the key to discovery and represents a transformational stage for the Company and its
shareholders.
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 7
There were no significant changes in the nature of the activities of the Group during the financial year.
Dividends
There were no dividends paid or declared by the Company to members during or since the end of the financial
year.
Review of Operations and Outlook
Godolphin Resources Limited (‘Godolphin’ or the ‘Company’) is pleased to provide the following update on
operations for the year ended 30 June 2024 (‘FY24’). FY24 was highlighted by extensive project development
works at the Group’s flagship Narraburra Rare Earths project, along with several exploration initiatives across
its suite of copper-gold assets in the Lachlan Fold Belt, NSW.
Rare Earth Projects:
Figure 1: Location of REE focussed tenements in NSW.
Narraburra Rare Earth Project
During the year, Godolphin completed Phase 2 metallurgical test work on samples from the Narraburra Rare
Earth Project with the Australian Nuclear Science and Technology Organisation (ANSTO). The testing was
based on drill results which subsequently delivered a maiden Mineral Resource Estimate (MRE) at Narraburra
of 94.9Mt at 739ppm TREO, with a higher-grade component of 20Mt at 1,079ppm TREO.
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 8
The Phase 2 ANSTO-led program comprising leach testing and size fraction analysis demonstrated excellent
extraction of Rare Earth Elements (‘REE’), including 80-95% extraction of key magnet REEs (Nd, Pr, Tb and
Dy). A trend towards heavy REE extraction over light REEs was observed from the test work, which continued
to show that the REEs from Narraburra are leachable under relatively mild acidic conditions. The kinetics data
also continued to show that the leach processes were continuing at the end of the 24-hour test for some
samples, with potential for further recovery. This marked a major milestone for the Company and reiterated
the project’s low capital cost development potential.
Figure 2: Diagnostic leach tests being conducted in the ANSTO Minerals Leach Laboratory, Sydney, NSW.
During the year, Godolphin reported QEMSCAN mineralogy results from the six initial metallurgical samples
by ANSTO. Quantitative evaluation of minerals by scanning electron microscopy (QEMSCAN) is an automated
mineralogy and petrography system providing quantitative analysis of minerals. QEMSCAN utilises a scanning
electron microscope (SEM), four X-ray detectors and a software package to allow discrimination of minerals.
Results indicated that the most abundant REE-bearing minerals include lanthanite-Nd; cerite-Ce; and
microcrystalline REEs; occur with albite, K-feldspar, kaolinite, smectites and quartz, indicating an association
with the kaolinite clay saprolite zone and the underlying weathered rock interval saprock.
Liberation statistics also showed that most abundant REE-bearing minerals are relatively moderately
liberated, thus confirming the ready leachability of the kaolinite clay zone.
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 9
In November 2023, Godolphin received HyLogger spectral results from all 31 diamond cored drill holes
(GNBDD001 through GNBDD031) drilled at Narraburra. The initiative was completed by the Geological Survey
of NSW at the WB Clarke Geoscience Centre in Londonderry and provides the Company with a much greater
understanding of the project’s geology.
Specific mineralogy is determined using automated and manually assisted methods controlled using
reference libraries of standard mineral spectral characteristics and spectral shapes. Spectral logging is
completed at a nominal pixel resolution of 10 x 10 mm. Data was then uploaded to a geological database and
cross-referenced with imported TREO assay data in ppm.
Hylogger results show there is abundant kaolin clay above the fresh rock boundary and there is a correlation
of highest SWIR, TIR and TREO values at the kaolin – plagioclase transition zone.
Figure 3: Plan showing correlation of highest SWIR, TIR and TREO values at the kaolin – plagioclase transition zone
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 10
Over the year, GRL has been building the land holdings around the Narraburra REE Project to secure areas
for resource expansion and exploration potential. The Company was granted a new exploration licence EL
9601 ‘Cambrai’ for a three-year term, which is located immediately adjacent to the Company’s Narraburra
project, securing the western extension of any potential resource expansion. Exploration Licence EL9628
‘Trungley’ was also granted, this tenement surrounds the Narraburra Rare Earth Project, to the north, east
and south and has the potential to host extensions to the known Narraburra mineralisation. These tenements
increase GRL’s landholding in the area to over 500km2, (see Figure 1 above).
In Q4 FY24, Godolphin made the strategic decision to enter into an agreement with joint venture partner EX9
Pty Ltd to acquire the remaining 49% of Narraburra, in order to assume 100% ownership of the asset. The
agreement gave Godolphin total control of the Narraburra Project, at a critical juncture and a time when the
Company accelerated its plans to move from exploration to project development. The acquisition was
completed on attractive commercial terms, comprising an upfront cash payment of $150,000 and $100,000
of GRL fully paid ordinary shares. The agreement also included the issue in two tranches of performance
rights to EX9, which will vest on the date which GRL’s shares reach designated price benchmarks.
Further, Godolphin commenced the third phase of metallurgical work at Narraburra, which encompassed
Process Development Testing being undertaken by ANSTO. The testing was developed in conjunction with
Ausenco, who are currently undertaking the Narraburra REE Project Study. Ausenco, a multinational
engineering firm with specialist expertise in clay hosted REE projects, were selected to commence the Study
in March 2024. The Study will be based on the existing JORC 2012-compliant Mineral Resource Estimate and
is scheduled for completion in the second half of 2024.
Alongside its ongoing development works at Narraburra, Godolphin has also identified a number of highly
significant exploration targets over the Narraburra Project site by reprocessing and interpreting regional
aeromagnetic and electromagnetic data covering the Project and the wider exploration tenement areas.
Four key target areas have been defined from this reprocessed data and have the potential to expand the
existing Narraburra JORC (2012) resource and seek to define regional drill targets within the Project area in
order to discover new rare earth element deposits in these previously under explored areas.
Geostatistical models completed for various REEs associated with the targets suggest that the Heavy Rare
Earth Element (HREE), Ytterbium (Yb), has a preferential trend to the north-northeast which is parallel to the
Narraburra Fault Zone. It is therefore likely that the Narraburra Fault Zone is a controlling feature of the
Narraburra deposit, the HREEs distribution, and forms an additional exploration target.
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 11
Copper, Gold and Base Metals Projects:
Figure 4: Location of Cu-Au focussed tenements in NSW.
Yeoval Porphyry Gold-Copper-Molybdenum-Rhenium Project (100% Godolphin)
Yeoval East Prospect
Goodrich Prospect
Cyclops Prospect
Vaughans Ridge Prospect
During the year, Godolphin reported encouraging results from a two-hole diamond drill program, which
confirmed near surface, high-grade copper mineralisation at the Company’s prospective Goodrich Prospect
(EL 9243) – part of Godolphin’s 100%-owned Yeoval project in central West NSW.
Diamond drilling intersected two styles of mineralisation, which included broad zones of disseminated Cu-
Au mineralisation and narrow high-grade vein-hosted Cu +/- Au-Ag-Mo. Higher copper grades were
encountered in veins of quartz-magnetite-chalcopyrite (QMC) material and imply extensions to the known
breccia hosted mineralisation further down-dip as identified in historical drilling undertaken in 1999.
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 12
Assay results received from the drill program, highlighting high-grade copper intercepts. The best
intersections in GDD001 include:
•
91m @ 0.18% Cu and 0.15g/t Au from 152m to 243m, including:
o
8.m @ 1.02% Cu and 0.79g/t Au from 152m to 160m
o
2.55m @ 1.47% Cu and 1.83g/t Au from 216 to 218.55m
Best intersections in GGDD002a include:
•
80m @ 0.10% Cu and 0.13g/t Au from 57.80m – 138m, including
o
6m @ 0.32% Cu and 0.36g/t Au from 131m to 137m
o
1m @ 0.69% Cu and 1.04 g/t Au from 84 m to 85 m
o
1.5m @ 2850ppm Mo from 144.50m to 146m
Following the completion of diamond drilling, Godolphin commenced a detailed review of all drillhole and
assay information, as well as geological modelling, to gain a better understanding of the nature and extent
of the Cu mineralisation to the southeast and the higher grade QMC Cu +/- Au-Ag-Mo mineralisation within
the breccia zone underlying the historic mining area and historical drilling.
The drill program at Goodrich was followed by RC (Reverse Cycle) drilling at the highly prospective Cyclops
and Yeoval East prospects, both of which are part of the 100%-owned Yeoval Project (EL8538).
Figure 5: Drill rig at drill hole GYVRC001 (Cyclops) – photos are looking generally northeast with drill hole inclined at
60 degrees to 220 degrees (True North). Note old workings on lode material on right hand side.
The area hosts various mineralisation styles including Porphyry Au-Cu associated with Devonian calc-alkaline
intrusions at the Yeoval and Yeoval East prospects. The Cyclops prospect hosts extensive quartz magnetite
chalcopyrite pods associated with intersecting NW-NNW structures. The Cyclops program comprised eight
RC holes for a total of 1,624m, and results were highlighted by drill hole GYVRC005 which recorded 18m @
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 13
0.41% Cu from 32m, including 6m @ 1.21% Cu from 32-38m, and 0.03 g/t Au from 34-36m. One drillhole was
completed at Yeoval East, with slightly elevated copper identified in a shallow hypogene zone.
In addition to its drill programs, Godolphin also completed mapping and rock chip sampling at the Vaughans
Ridge prospect which identified the potential for skarn style gold and base metal mineralisation with a large
strike extent of gossanous silica, iron oxide and pyrite. Results from the surface sampling covering the
southern zone of the prospect subsequently returned elevated copper in granodiorites and silica-iron-oxide-
pyrite-magnetite altered rocks.
Work is ongoing to collate and interpret all historic surface samples, drill data and geophysical data covering
the prospects, which is currently being collated by the Company’s exploration team to define the next steps
across the suite of Yeoval copper and gold prospects.
Copper Hill East Porphyry Copper Project (100% Godolphin)
Spring Creek Prospect
Turrawonga Prospect
Lyons Prospect
Towards the end of the year, Godolphin received assay results from 18 orientation soil samples covering the
Spring Creek Prospect, which is located within the Company’s Copper Hill East project (EL8556).
Analysis of the samples, which were collected at 25m intervals, defined a gold-copper-arsenic soil anomaly,
which has led to the commencement of a detailed soil survey. The orientation sampling program followed
the collection of previous grab samples from the prospect area earlier in FY24, which identified elevated gold
up to 2.80g/t and copper up to 0.47% hosted in quartz.
The Spring Creek prospect is positioned in the north-east of Copper Hill East and overlaps with a dominant
north-northwest striking magnetic feature termed the Narangal Thrust. This thrust fault marks a major
structural divide between the Ordovician Molong Volcanic Domain to the west and the younger Hill End
Trough sediments to the east with tuffaceous volcanics wedged between it.
On the soil orientation line for the recent sample program, a coherent and subtle gold-copper-arsenic soil
anomaly has been detected in the middle of the orientation line and overlaps with an interpreted splay fault
of the Narangal Thrust. Importantly, the depth of cover is shallow and typically less than 0.5m, highlighting
that the anomaly is likely derived from a local bedrock source and may be related to the Narangal Thrust
splay fault.
Mt Aubrey Epithermal Gold-Silver Project (100% Godolphin)
Mt Aubrey is located approximately 40 km northeast of Parkes and 30 km southeast of Yeoval and consists
of one tenement (EL8532) of around 194 km² and is prospective for epithermal gold-silver and porphyry gold-
copper-molybdenum deposits.
The project has an existing resource of 62k ounces of gold (See Godolphin Prospectus, 29 October 2019).
No significant exploration was conducted during the year on this project.
Gundagai Gold-Copper Project (100% Godolphin)
Emu Prospect
Johnson’s Hill Prospect
Manton’s Prospect
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 14
Surprise North Prospect
Highway Prospect
Stoney Creek Prospect
The Gundagai tenements (GRL 100% ownership) are located in the highly prospective Lachlan Fold Belt. The
tenements contain a number of historical gold and base metal artisanal mine workings hosted within a belt
of basaltic rocks intruded by quartz phenocryst porphyritic dykes or sills. The area is prospective mainly for
orogenic gold and Intrusive Related Gold Systems, but also has the potential for VHMS and porphyry hosted
gold-copper deposits.
Gundagai North (EL8586): At Gundagai North geological mapping had previously identified several key
targets located in three prospects to be drill tested (Emu, Johnson’s Hill & Manton’s). Gold mineralisation at
Gundagai North is hosted in quartz veins within porphyritic dykes which intrude Silurian sediments and
volcanics, and trend in a general north-south direction. Extensive historical mining has taken place at both
Emu and Johnston’s Hill, and artisanal mining is evident at the Manton’s prospect.
Gundagai South (EL8061): At Gundagai South highly anomalous gold-in-soils, rock chip samples and mapping
had previously identified key drill targets at the Surprise North, Highway and Stoney Creek South prospects.
As at Gundagai North, gold mineralisation at Gundagai South is located in quartz veins in porphyritic dykes
or sills intruding Silurian sediments and volcanics, and trend in a generally north-south direction across the
tenement. Historical gold mining has taken place at all the prospects. 2021/22 Drilling, soil and rock sampling
have returned encouraging results and shown there is potential for the area to host economic gold
mineralisation. Further, the sample also identifies the extension of the flow banded rhyolites that host quartz
veins with gold. These will be a key focus for future exploration.
No significant exploration was conducted during the year on this project.
Lewis Ponds Base Metal-Gold Project (100% Godolphin)
Located 15 km east of Orange, NSW, the 100% owned Lewis Ponds project covers approximately 148 km²
and is a high priority project for Godolphin. The site contains extensive historic gold and base metal workings
with a JORC 2012-compliant Inferred Mineral Resource estimated at 6.2Mt at 2.0g/t gold, 80g/t silver, 2.7%
zinc, 1.6% lead and 0.2% copper.
During the 2024 financial year, Godolphin received interest from commercial counterparties for potential
sale of the Lewis Ponds project, including an offer from Minerals Pty Ltd to acquire the asset. In April 2024,
Godolphin advised it had decided not to proceed with the transaction after the binding Share Sale and
Purchase Agreement (‘SPA’) was not completed within the agreed time-period. The Company retained a non-
refundable cash deposit totalling $100,000 in connection with the transaction.
Subsequently, Godolphin has continued to actively progress confidential discussions with potential
counterparties for the sale of the Lewis Ponds and Mt Bulga projects and will provide further updates as
developments materialise.
ENDS
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 15
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 year
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.
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 year
covered by this report.
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 year by each of the Directors of
the Company were:
Board Meetings
Audit and Risk Committee
Meetings
Eligible
Attended
Eligible
Attended
Jeremy Read
23
23
2
2
Jeneta Owens
23
23
-
-
Christopher Hartley
23
23
2
2
Amanda Sparks
23
23
2
2
The Company has a Remuneration and Nomination Committee, which did not meet during the financial year
ended 30 June 2024. Remuneration and nomination matters were considered and agreed during the financial
year by the full Board.
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 16
Movements in Securities Held by Directors
The movements during the period from the date of the previous report to the date of this report in the number of equity securities in Godolphin Resources
Limited held, directly, indirectly or beneficially, by each Director, including their personally related entities, is as follows:
Equity
Securities
Jeremy
Read
Jeneta
Owens
Christopher
Hartley
Amanda
Sparks
2024
Balance of securities at date of previous report
Shares
1,300,000
264,219
-
715,000
Options
-
2,066,422
-
-
Number purchased on market
Shares
-
-
-
-
Number purchased (entitlement issue)
Shares
333,333
352,844
400,000
666,666
Options
333,333
352,844
400,000
666,666
Number issued as remuneration
Options
2,000,000
3,000,000
2,000,000
2,000,000
Balance of securities at date of this report
Shares
1,633,333
617,063
400,000
1,381,666
Options
2,333,333
5,419,266
2,400,000
2,666,666
2023
Balance of securities at date of previous report
Shares
-
-
-
-
Options
-
-
-
-
Number purchased on market
Shares
1,300,000
131,375
-
715,000
Number purchased (entitlement issue)
Shares
-
132,844
-
-
Options
-
66,422
-
-
Number issued as remuneration
Options
-
2,000,000
-
-
Balance of securities at date of this report
Shares
1,300,000
264,219
-
715,000
Options
-
2,066,422
-
-
The terms and conditions of the options granted are outlined in Note 5 to the accounts.
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 17
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.
(a) 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 returns for shareholder wealth; and
-
the amount of incentives within each key management person’s compensation.
Compensation packages may include a mix of fixed and variable compensation, and short-term and
long-term performance-based incentives.
In addition to their salaries, the Group may provide non-cash benefits to its key management
personnel, and where applicable, contributes to the individual’s elected post-employment
superannuation plan on their behalf.
(b) Contractual Arrangements
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 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 year.
On appointment to the board, all non-executive directors enter into a service agreement with the
Company in the form of a letter of appointment. The letter summarises the board policies and
terms, including compensation, relevant to the office of director. Remuneration and other terms of
employment for executive directors and the other key management personnel are also formalised in
service agreements. The major provisions of the agreements relating to remuneration are set out
below:
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 18
Director
Term of agreement
Base annual salary
exclusive of statutory
superannuation as at
30 June 2024
Termination benefit
Jeneta Owens
Commenced 7 June
2021. Either party may
terminate the
agreement at any time
with written notice of
three months.
$315,000
Remuneration for time worked
and unpaid, plus any accrued
leave entitlement.
Three months by written notice
(or payment in lieu of notice).
If redundancy, greater of
applicable legislation and three
months of base salary.
Jeremy Read
Ongoing, subject to re-
elections
$60,000
None
Christopher Hartley Ongoing, subject to re-
elections
$55,000
None
Amanda sparks
Ongoing, subject to re-
elections
$55,000
None
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 19
(c) Directors’ Remuneration for the year ended 30 June 2024
Details of remuneration of each Director and key management personnel of the Group are:
Short-term
Post-
employment
Share-based
payments
Total
Salary &
fees
Consulting
fees
Cash
bonus
Sub-Total
Short Term
Superannuation
benefits
Sub-Total
Cash
Options
including share-
based payments
Directors
$
$
$
$
$
$
$
$
Jeremy Read (Non-Executive Chair)
2024
60,000
3,000
-
63,000
6,600
69,600
47,780
117,380
2023
60,000
-
-
60,000
6,300
66,300
-
66,300
Jeneta Owens (Managing Director)
2024
322,705
-
-
322,705
27,500
350,205
95,170
445,375
2023
323,269
-
20,000
343,269
26,906
370,175
13,293
383,468
Christopher Hartley (Non-Executive Director) (appointed
9 January 2023)
2024
55,000
-
-
55,000
6,050
61,050
47,780
108,830
2023
26,382
-
-
26,382
2,770
29,152
-
29,152
Amanda Sparks (Non-Executive Director) (appointed 9
June 2023)
2024
55,000
-
-
55,000
6,050
61,050
47,780
108,830
2023
3,361
-
-
3,361
353
3,714
-
3,714
Ian Buchhorn (Non-Executive Director) (resigned 9 June
2023)
2024
-
-
-
-
-
-
-
-
2023
42,250
-
-
42,250
4,436
46,686
-
46,686
Douglas Menzies (Non-Executive Director) (resigned 9
January 2023)
2024
-
-
-
-
-
-
-
-
2023
25,828
-
-
25,828
-
25,828
-
25,828
Other Key Management Personnel
Ian Morgan (Company Secretary and CFO)
2024
-
211,088
-
211,088
-
211,088
-
211,088
2023
-
131,160
-
131,160
-
131,160
-
131,160
Total compensation
2024
492,705
214,088
-
706,793
46,200
752,993
238,510
991,503
2023
481,090
131,160
20,000
632,250
40,765
673,015
13,293
686,308
Performance hurdles were not attached to remuneration options granted as these options were to provide an incentive component of remuneration to motivate and reward
the performance of the recipients and to provide a cost-effective way for the Company to remunerate, which allows the Company to spend a greater proportion of its cash
reserves on exploration than it would if alternative cash forms of remuneration were given.
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 20
(d) Share-based Compensation
During the year ended 30 June 2024, 9,000,000 equity securities (options) were granted as
remuneration to Directors, as approved by Shareholders on 30 October 2023.
Options were granted to Directors, or their nominees, in lieu of market related cash remuneration to
retain cash for exploration activities. The options were granted at no cost to the recipient.
Details of options granted as remuneration during the year to each key management person of the
Group are detailed below:
Key Management
Personnel
Grant Date
Exercise
Price
Vesting
Date
Expiry date
Number
Vested at the end
of the reporting
year
2024
2023
%
%
2024
Jeremy Read
17 Nov 2023
$0.053
17 Nov 2023
30 Nov 2026
2,000,000
100%
-
Jeneta Owens
17 Nov 2023
$0.053
17 Nov 2023
30 Nov 2026
3,000,000
100%
-
Christopher Hartley
17 Nov 2023
$0.053
17 Nov 2023
30 Nov 2026
2,000,000
100%
-
Amanda Sparks
17 Nov 2023
$0.053
17 Nov 2023
30 Nov 2026
2,000,000
100%
-
9,000,000
No options were exercised by Directors during the financial year (2023: Nil).
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 such arrangement has been prohibited by law since
1 July 2011.
The fair values of the options granted during the year were calculated at the date of grant using the
Black Scholes option pricing model.
Model Inputs
2024
Fair value at grant date (cents)
2.389
Life of Option (years)
3.036
Share price at grant date (cents)
3.60
Exercise price per option (cents)
5.30
Expected volatility (weighted average)
119.8%
Risk free interest rate per annum (based on government
bonds)
4.17%
Number
9,000,000
Total Fair Value
$215,009
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 21
(e) Share-Based Payments (Options) to Directors at Year End
Key Management Person
Grant Date
Vesting Date
Option Expiry Date
Fair value per
option at the
grant date
Exercise price
per option
Number of options outstanding at
30 June
Number of options vested
during the reporting period
2024
2023
2024
2023
Jeremy Read
17 Nov 2023
17 Nov 2023
30 Nov 2026
$0.02389
$0.053
2,000,000
-
2,000,000
-
Jeneta Owens
17 Nov 2023
17 Nov 2023
30 Nov 2026
$0.02389
$0.053
3,000,000
-
3,000,000
-
Jeneta Owens
6 Dec 2022
Unknown1
Two (2) years commencing the
vesting date
$0.02502
$0.25
1,000,000
1,000,000
-
-
Jeneta Owens
6 Dec 2022
Unknown1
Three (3) years commencing
the vesting date
$0.03295
$0.35
1,000,000
1,000,000
-
-
Christopher Hartley
17 Nov 2023
17 Nov 2023
30 Nov 2026
$0.02389
$0.053
2,000,000
-
2,000,000
-
Amanda Sparks
17 Nov 2023
17 Nov 2023
30 Nov 2026
$0.02389
$0.053
2,000,000
-
2,000,000
-
End of Remuneration Report (Audited)
1 Each option vests upon the date the Company achieves a volume weighted average price (VWAP) for 30 consecutive trading days exceeding $0.30 per Share.
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 22
Shares Under Option
Each option and performance right provide the right for the option or performance right holder to be issued with one fully paid ordinary share by the Company, upon payment of
the exercise price of each option or performance right. Each option or performance right does not otherwise entitle the holder to participate in any share issue of the Company or
any other body corporate. During the financial year there were no shares issued with the exercise of options or performance rights (2023: Nil). 87,309,877 options and
performance rights were granted during the year ended 30 June 2024 (2023: 2,250,000).
During the financial year no options or performance right expired unexercised (2023: 23,250,000). Details of unquoted options and performance right over ordinary shares in the
Company that were granted, exercised, vested and expired during the financial year are as follows:
Exercise Price
Vesting Date
ASX Escrow
Expiry
Expiry Date
Options outstanding at 1
July
Granted
during the
year
Vested
during the
year
Expired
during the
year
Exercised
during
the year
Options outstanding at 30
June
Vested
Unvested
Vested
Unvested
Number
Number
Number
Number
Number
Number
Number
Number
2024
$0.25
Unknown2
Not escrowed
Two (2) years commencing
the vesting date
-
1,000,000
-
-
-
-
-
1,000,000
$0.35
Unknown2
Not escrowed
Three (3) years commencing
the vesting date
-
1,000,000
-
-
-
-
-
1,000,000
$0.06
22 Aug 2023
Not escrowed
31 Dec 2024
-
-
19,571,747
19,571,747
-
-
19,571,747
-
$0.06
1 Sep 2023
Not escrowed
31 Dec 2024
-
-
9,864,601
9,864,601
-
-
9,864,601
-
$0.053
17 Nov 2023
Not escrowed
30 Nov 2026
-
-
9,000,000
9,000,000
-
-
9,000,000
-
$0.153
18 April 2024
Not escrowed
18 Apr 2029
-
-
1,666,666
-
-
-
-
1,666,666
$0.253
18 April 2024
Not escrowed
18 Apr 2029
-
-
1,000,000
-
-
-
-
1,000,000
$0.06
11 Jun 2024
Not escrowed
31 Dec 2024
-
-
22,473,527
22,473,527
-
-
22,473,527
-
$0.06
18 Jun 2024
Not escrowed
31 Dec 2024
-
-
18,333,336
18,333,336
-
-
18,333,336
-
$0.06
20 Jun 2024
Not escrowed
31 Dec 2024
-
-
400,000
400,000
-
-
400,000
-
$0.06
20 Jun 2024
Not escrowed
31 Dec 2024
5,000,000
5,000,000
-
-
5,000,000
-
-
2,000,000
87,309,877
84,643,211
-
-
84,643,211
4,666,666
2 Each option vests upon the date the Company achieves a volume weighted average price (VWAP) for 30 consecutive trading days exceeding $0.30 per Share.
3 Share price vesting hurdle (performance rights)
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 23
Material Business Risks
(a) Funding
The Company has no income producing assets and will generate losses for the foreseeable future.
Until it is able to develop a project and generate appropriate cashflow, it is dependent upon being
able to obtain future equity or debt funding to support long term exploration, after the expenditure
of the net proceeds raised under the Offers. Neither the Company nor any of the Directors nor any
other party can provide any guarantee or assurance that if further funding is required, such funding
can be raised on terms acceptable to the Company.
Any additional equity funding will dilute existing Shareholders. Also, no guarantee or assurance can
be given as to when a project can be developed to the stage where it will generate positive
cashflow. As such, a project would be dependent on many factors, for example exploration success,
subsequent mine development, commissioning and operational performance.
Should it choose in future to enter joint ventures, the Company may not be able to earn or maintain
proposed equity interests in its tenements if it fails to meet the ongoing expenditure commitments.
Accordingly, the Company may potentially lose entitlement or rights to interests in tenements and
projects where ongoing expenditure commitments are not met.
(b) Non-renewal of Title and New Applications
The Company's tenements are subject to application or renewal. There is a risk that the Company
may not acquire or retain title to the tenements.
Exploration tenements are valid for set periods of time and renewal is subject to the approval of the
State Minister. There is no guarantee that the Company will be successful in the renewal of
exploration tenements as they reach their expiry date, though statutory mechanisms exist to extend
title.
If in future, tenements are not extended, the Company may suffer damage through loss of the
opportunity to discover and/or develop any mineral resources on these tenements.
(c) Land-owner and Access Risk
The Company is required to negotiate access arrangements and pay compensation to land owners,
local authorities, traditional land users and others who may have an interest in the area covered by
an exploration or mining tenement. The Company's ability to resolve access and compensation
issues will have an impact on the future success and financial performance of the Company's
operations. If the Company is unable to resolve such compensation claims on economic terms, this
could have a material adverse effect on the business, results or operations and financial condition of
the Company. Access to land for exploration purposes can be affected by land ownership, nature
reserves and national parks, government regulation and environmental restrictions. Access is critical
for exploration and development to succeed and the ability to be able to negotiate satisfactory
commercial arrangements with landowners, farmers and occupiers is often essential.
(d) Management and Key Personnel
Recruiting and retaining qualified personnel are important to the Company's success. The number of
persons skilled in the exploration and development of mining properties is limited and competition
for such persons is strong. There can be no assurance given that there will be no detrimental impact
on the Company if one or more key employees leave the Company.
(e) Limited Exploration
Whilst gold and/or base metal mineralisation, as the case may be, has been located in multiple
previous drill intersections, there is a risk that the mineralisation in adjacent drill holes is not
continuous between drill holes. There is also a risk that the previously completed drill holes may not
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 24
be representative of the overall mineralisation present. Further drill tests are required to determine
if mineralisation extends further beyond the geometry as defined in current drill patterns.
To the extent that further exploration extends the Company's current resource estimates, there is
no guarantee that the Company will be capable of sustaining commercial development.
(f) Resource Estimate
There is a degree of uncertainty to the estimation of Mineral Resources and Ore Reserves and
corresponding grades being mined or dedicated to future production. Until Mineral Resources or
Ore Reserves are actually mined and processed, the quantity of Mineral Resources and Ore Reserves
must be considered as estimates only. In addition, the grade of Mineral Resources and Ore Reserves
may vary depending on, among other things, metal prices. Any material change in quantity and
grades of Mineral Resources, Ore Reserves, or stripping ratio, in the case of an open pit operation,
may affect the economic viability of the properties. In addition, there can be no assurance that
metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site
conditions or during production.
Fluctuation in the prices of relevant commodities, results of drilling, metallurgical testing and the
evaluation of mine plans subsequent to the date of any estimate may require revision of such
estimate. Any material reductions in estimates of Mineral Resources and / or Ore Reserves, could
have a material adverse effect on Company's financial condition.
(g) Exploration, Development, Mining and Processing Risks
The business of mineral exploration, project development and mining by its nature contains
elements of significant risk. Ultimate and continuous success of these activities is dependent on
many factors such as:
(i)
geological conditions;
(ii)
the discovery and/or acquisition of economically recoverable ore reserves;
(iii)
successful conclusions to feasibility studies;
(iv)
alterations to programs and budgets;
(v)
access to adequate capital for project development;
(vi)
design and construction of efficient mining and processing facilities within capital
expenditure budgets;
(vii)
securing and maintaining title and access to tenements and compliance with the terms of
those tenements;
(viii)
industrial action, disputation or disruptions;
(ix)
unavailability of transport or drilling equipment to allow access and geological and
geophysical investigations;
(x)
obtaining consents and approvals necessary for the conduct of exploration and mining;
and
(xi)
access to competent operational management and prudent financial administration,
including the availability and reliability of appropriately skilled and experienced
employees, contractors and consultants.
Adverse weather conditions over a prolonged period can adversely affect exploration and mining
operations and the timing of revenues.
Directors’ Report (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 25
Whether or not income will result from projects undergoing exploration and development programs
depends on the successful establishment of mining operations. Factors including costs, integrity of
mineralisation, consistency and reliability of ore grades and commodity prices affect successful
project development and mining operations.
Indemnification and Insurance of Officers and Auditor
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).
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 year, 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 year ended 30 June 2024, the Group expensed an amount of $25,426 payable to its auditor
(2023: $31,462), Dry Kirkness (Audit) Pty Ltd, for audit services provided. During the year ended 30 June
2024 Dry Kirkness (Audit) Pty Ltd and its related practices, the Group’s auditor, did not undertake other
services in addition to the audit and review of financial statements.
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.
Previously Reported Information
The information in this report that references previously reported exploration results is extracted from the
Company’s ASX Announcements released on the date noted in the body of the text where that reference
appears. The ASX Announcements are available to view on the Company's website or on the ASX website
(www.asx.com.au). The Company confirms that it is not aware of any new information or data that
materially affects the information included in the original market announcements. 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 announcements.
Signed in accordance with a resolution of the Board of Directors.
Jeremy Read
Chair
Hideaway Bay, Queensland
20 September 2024
Godolphin Resources Limited Annual Report 30 June 2024
Page 26
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
Year Ended 30 June 2024
Note
2024
2023
$
$
Income
Other income – government grants
685,394
-
Other income
100,000
-
Total Income
24
785,394
-
Expenses
Employee expenses
464,496
513,041
Exploration and evaluation costs expensed
1,962,735
1,869,247
Non-cash employee expense from granting of
options to employees
5 (d)
238,510
13,293
Administration expenses
25
1,011,243
769,458
Depreciation – property, plant and equipment
12
24,950
27,201
Depreciation – right of use asset
15
60,710
70,180
Loss on financial assets
11
259,489
94,451
Total Expenses
4,022,133
3,356,871
Loss before interest and income tax
(3,236,739)
(3,356,871)
Financial income – interest
27,555
32,238
Less: Financial expense – interest
3,416
13,160
Less: Net Financial income - interest
24,139
19,078
Loss after interest and before income tax
(3,212,600)
(3,337,793)
Income tax benefit
26
-
-
Net loss attributable to members of the parent
(3,212,600)
(3,337,793)
Other comprehensive income, net of income tax
-
-
Total comprehensive income
(3,212,600)
(3,337,793)
Cents
Cents
Loss per share – basic
27
1.91
2.95
Loss per share – diluted
27
1.91
2.95
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 2024
Page 27
Consolidated Statement of Financial Position
As at 30 June 2024
Note
30 June 2024
30 June 2023
$
$
Current assets
Cash and cash equivalents
10
1,576,814
1,242,212
Prepayments and other receivables
7
138,465
134,147
Total current assets
1,715,279
1,376,359
Non-current assets
Financial asset
11
256,800
429,263
Property, plant and equipment
12
437,087
437,065
Right-of-use asset
15
29,227
224,564
Exploration and evaluation assets
13
6,518,561
6,419,000
Total non-current assets
7,241,675
7,509,892
Total assets
8,956,954
8,886,251
Current liabilities
Trade and other payables
8
205,013
179,146
Lease liability – Right of Use Asset
16
33,758
67,973
Employee benefits
9
17,180
23,232
Total current liabilities
255,951
270,351
Non-current liabilities
Lease liability – Right of Use Asset
16
-
170,940
Site Restoration Provision
9
94,155
118,992
Total non-current liabilities
94,155
289,932
Total liabilities
350,106
560,283
Net assets
8,606,848
8,325,968
Equity
Issued capital
5 (b)
22,117,445
18,935,447
Reserves
5 (d)
324,775
14,488
Accumulated losses
(13,835,372)
(10,623,967)
Net Equity
8,606,848
8,325,968
The above Consolidated Statement of Financial Position should be read in conjunction with the
accompanying Notes.
Godolphin Resources Limited Annual Report 30 June 2024
Page 28
Consolidated Statement of Changes in Equity
Year Ended 30 June 2024
Note
Issued Capital
Share option
reserve
Accumulated
losses
Total Equity
$
$
$
$
Balances at 1 July 2023
18,935,447
14,488
(10,623,967)
8,325,968
Options expired and not
exercised
5 (d)
-
(1,195)
1,195
-
Issue of shares the year
5 (b)
3,472,854
-
-
3,472,854
Capital raising costs
(217,884)
-
-
(217,884)
Total comprehensive
income for the year
-
-
(3,212,600)
(3,212,600)
Equity settled shared-
based payments for the
year
5 (d)
(72,972)
311,482
-
238,510
Balances at 30 June 2024
22,117,445
324,775
(13,835,372)
8,606,848
Balances at 1 July 2022
16,126,839
1,687,954
(8,974,128)
8,840,665
Options expired and not
exercised
5 (d)
-
(1,687,954)
1,687,954
-
Issue of shares the year
5 (b)
2,908,849
-
-
2,908,849
Capital raising costs
(99,046)
-
-
(99,046)
Total comprehensive
income for the year
-
-
(3,337,793)
(3,337,793)
Equity settled shared-
based payments for the
year
5 (d)
(1,195)
14,488
-
13,293
Balances at 30 June 2023
18,935,447
14,488
(10,623,967)
8,325,968
The above Consolidated Statement of Changes in Equity should be read in conjunction with the
accompanying Notes.
Godolphin Resources Limited Annual Report 30 June 2024
Page 29
Consolidated Statement of Cash Flows
Year Ended 30 June 2024
Note
2024
2023
$
$
Cash flows used in operating activities
Government Grants received
685,394
-
Proceeds from sale of financial asset
11
47,413
-
Non-refundable cash deposits retained
100,000
-
Interest received
28,750
30,718
Payments to suppliers and employees
(3,522,953)
(3,183,937)
Net cash used in operating activities
6
(2,661,396)
(3,153,219)
Cash flows used in investing activities
Proceeds from tenement bond refunds
11
16,000
30,500
Part payment for acquisition of 49% of Narraburra
(150,000)
-
Payments for property, plant and equipment
(24,972)
(65,434)
Net cash used in investing activities
(158,972)
(34,934)
Cash flows from financing activities
Proceeds from capital raisings
5 (b)
3,372,854
2,908,849
Payments for capital raising costs
(217,884)
(99,045)
Net cash generated from financing activities
3,154,970
2,809,804
Net increase / (decrease) in cash and cash equivalents
334,602
(378,349)
Opening Cash and cash equivalents
1,242,212
1,620,561
Closing Cash and cash equivalents at 30 June
10
1,576,814
1,242,212
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying
Notes.
Godolphin Resources Limited Annual Report 30 June 2023
Page 30
Notes to the Financial Statements
Year Ended 30 June 2024
1. 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 20
September 2024.
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.
2. 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).
3. 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 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.
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.
4. Going Concern
During the financial year ended 30 June 2024, the Company incurred an operating loss of $3,212,600 and
ended the financial year with a cash balance of $1,576,814.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 31
Based on the evidence of successful fund raisings totalling $3,372,854 before capital raising costs in equity
placements and non-renounceable entitlement offers, and considering 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.
5. Capital and Reserves
(a) Share Capital
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 year.
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.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 32
(b) Share capital Movements:
Ordinary shares issued and fully
paid
Date
Number of
shares
Issue Price
per share
$
Balance
1 July 2023
118,369,447
18,935,447
Shares issued for cash
Placement
13 July 2023
17,023,816
$0.042
715,000
Entitlement Offer
22 August 2023
14,119,554
$0.042
593,021
Entitlement Offer
1 September 2023
19,729,200
$0.042
828,627
Placement
3 May 2024
18,333,336
$0.03
550,000
Entitlement Offer
11 June 2024
22,473,527
$0.03
674,206
Placement
20 June 2024
400,000
$0.03
12,000
92,079,433
3,372,854
Shares issued for non-cash
Part payment for acquisition of
49% of Narraburra
1 May 2024
3,442,341
$0.02905
100,000
Shares issued for the year ended
30 June 2024
95,521,774
3,472,854
213,891,221
22,408,301
Less costs relating to share issues
-
(290,856)
Total
30 June 2024
213,891,221
22,117,445
Balance
1 July 2022
84,147,701
16,126,839
Shares issued for cash
Cash placement
9 August 2022
18,915,586
$0.085
1,607,825
Share purchase plan
9 September 2022
15,306,160
$0.085
1,301,024
34,221,746
2,908,849
Shares issued for non-cash
-
-
Shares issued for the year ended
30 June 2023
34,221,746
2,908,849
118,369,447
19,035,688
Less costs relating to share issues
-
(100,241)
Total
30 June 2023
118,369,447
18,935,447
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 33
(c) Shares Under Option
Each option and performance right provide the right for the option or performance right holder to be issued with one fully paid ordinary share by the Company, upon
payment of the exercise price of each option or performance right. Each option or performance right does not otherwise entitle the holder to participate in any share issue
of the Company or any other body corporate. During the financial year there were no shares issued with the exercise of options or performance rights (2023: Nil).
87,309,877 options and performance rights were granted during the year ended 30 June 2024 (2023: 2,250,000). No options or performance rights were escrowed during
the year ended 30 June 2024 (2023: Nil).
During the financial year no options or performance right expired unexercised (2023: 23,250,000). Details of unquoted options and performance right over ordinary shares
in the Company that were granted, exercised, vested and expired during the financial year are as follows:
Exercise Price
(Options) /
Vesting Hurdle
(Performance
Rights)
Vesting Date
Type of Equity
Security
Expiry Date
Outstanding at 1 July
Granted
during the
year
Vested
during the
year
Expired
during the
year
Exercised
during the
year
Outstanding at 30 June
Vested
Unvested
Vested
Unvested
Number
Number
Number
Number
Number
Number
Number
Number
2024
$0.25
Unknown4
Options
Two (2) years commencing
the vesting date
-
1,000,000
-
-
-
-
-
1,000,000
$0.35
Unknown4
Options
Three (3) years commencing
the vesting date
-
1,000,000
-
-
-
-
-
1,000,000
$0.06
22 Aug 2023
Options
31 Dec 2024
-
-
19,571,747
19,571,747
-
-
19,571,747
-
$0.06
1 Sep 2023
Options
31 Dec 2024
-
-
9,864,601
9,864,601
-
-
9,864,601
-
$0.053
17 Nov 2023
Options
30 Nov 2026
-
-
9,000,000
9,000,000
-
-
9,000,000
-
$0.15
18 April 2024
Performance Rights
18 Apr 2029
-
-
1,666,666
-
-
-
-
1,666,666
$0.25
18 April 2024
Performance Rights
18 Apr 2029
-
-
1,000,000
-
-
-
-
1,000,000
$0.06
11 Jun 2024
Options
31 Dec 2024
-
-
22,473,527
22,473,527
-
-
22,473,527
-
$0.06
18 Jun 2024
Options
31 Dec 2024
-
-
18,333,336
18,333,336
-
-
18,333,336
-
$0.06
20 Jun 2024
Options
31 Dec 2024
-
-
400,000
400,000
-
-
400,000
-
$0.06
20 Jun 2024
Options
31 Dec 2024
5,000,000
5,000,000
-
-
5,000,000
-
-
2,000,000
87,309,877
84,643,211
-
-
84,643,211
4,666,666
4 Each option vests upon the date the Company achieves a volume weighted average price (VWAP) for 30 consecutive trading days exceeding $0.30 per Share.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 34
Exercise Price
(Options) /
Vesting Hurdle
(Performance
Rights)
Vesting Date
Type of Equity
Security
Expiry Date
Outstanding at 1 July
Granted
during the
year
Vested
during the
year
Expired
during the
year
Exercised
during the
year
Outstanding at 30 June
Vested
Unvested
Vested
Unvested
Number
Number
Number
Number
Number
Number
Number
Number
2023
$0.25
5 Dec 2019
Options
5 Dec 2022
17,000,000
-
-
-
(17,000,000)
-
-
-
$0.25
18 Dec 2019
Options
5 Dec 2022
1,000,000
-
-
-
(1,000,000)
-
-
-
$0.25
1 Nov 2021
Options
5 Dec 2022
750,000
-
-
-
(750,000)
-
-
-
$0.25
16 Dec 2021
Options
5 Dec 2022
1,000,000
-
-
-
(1,000,000)
-
-
-
$0.25
21 Jan 2022
Options
5 Dec 2022
250,000
-
-
-
(250,000)
-
-
-
$0.20
15 Jun 2020
Options
15 Jun 2022
-
-
-
-
-
-
-
-
$0.40
24 Dec 2020
Options
24 Dec 2022
3,000,000
-
-
-
(3,000,000)
-
-
-
$0.25
To be
determined
Options
To be determined
-
-
1,000,000
-
-
-
-
1,000,000
$0.35
To be
determined
Options
To be determined
-
-
1,000,000
-
-
-
-
1,000,000
$0.30
6 Dec 2022
Options
30 Jun 2023
-
-
250,000
250,000
(250,000)
-
-
-
23,000,000
-
2,250,000
250,000
(23,250,000)
-
-
2,000,000
Options expenses for the year ended 30 June 2024 totalled $311,482 (2023: $14,488), including options expenses relating to equity issues totalling $72,972 (2023: $1,195).
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 35
(d) Share Based Payment Reserve
Consideration
Options
Broker
Options
Employee
Options
Capital
Raisings
Asset
Purchase
Total
Number
Number
Number
Number
Number
Number
$
Balance at 1
July 2023
-
-
2,000,000
-
-
2,000,000
14,488
Options
attached to the
Company’s
shares issued
for no further
consideration
-
-
-
66,643,211
-
66,643,211
-
Performance
rights issued to
acquire 49% of
Narraburra
-
-
-
-
2,666,666
2,666,666
-
Capital raising
fee
-
9,000,000
-
-
-
9,000,000
72,972
Employee
options
expensed
-
-
9,000,000
-
-
9,000,000
238,510
Options
expired during
the year ended
30 June 2023
-
-
-
-
-
-
(1,195)
Balance at 30
June 2024
-
9,000,000
11,000,000
66,643,211
2,666,666
89,309,877
324,775
Balance at 1
July 2022
15,000,000
5,000,000
3,000,000
-
-
23,000,000
1,687,954
Employee
options
expensed
-
-
2,000,000
-
-
2,000,000
13,293
Options
expired during
the year ended
30 June 2023
(15,000,000)
(5,250,000)
(3,000,000)
-
-
(23,250,000)
(1,687,954)
Capital raising
fee
-
250,000
-
-
-
250,000
1,195
Balance at 30
June 2023
-
-
2,000,000
-
-
2,000,000
14,488
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 36
(e) Options
The fair values of the options are 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.
Where the vesting dates and expiry dates are to be determined for the 18,000,000 options granted
during the year ended 30 June 2024 (2023: 2,000,000), the fair values of the options are allocated
evenly over the life of the option (commencing on the grant date).
The fair values of the 2,666,666 performance rights granted (2023: Nil) are calculated at the date of
grant using an estimated probability that the performance condition will be achieved.
Broker
Options
Employee
Options
Performance Rights
Broker
Options
Total
2024
Fair value at grant date
(cents)
1.7919
2.389
-
-
0.0259
1.394
Life of Option (years)
1.36
3.036
5.00
5.00
0.53
Share price at grant date
(cents)
3.80
3.60
2.60
2.60
1.90
Exercise price per option
(cents)
6.00
5.30
15.00
25.00
6.00
Expected volatility
(weighted average)
132.9%
119.8%
N/A
N/A
84.5%
Risk free interest rate per
annum (based on
government bonds)
3.91%
4.17%
3.92%
3.92%
3.99%
Number
4,000,000
9,000,000
1,666,666
1,000,000
5,000,000
20,666,666
Performance Condition
N/A
N/A
Vesting Share
Price $0.15
Vesting Share
Price $0.25
N/A
Total Fair Value
$71,676
$215,009
$-
$-
$1,296
$287,981
(f) 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.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 37
6. Cash Flow Reconciliation
Note
2024
2023
$
$
Cash flows from operating activities
Net loss attributable to members of the parent
3,212,600
3,337,793
Adjustments for:
Depreciation and impairment – property plant and
equipment (non-cash)
12
(24,950)
(27,201)
Depreciation and impairment – right of use asset (non-
cash)
15
(60,710)
(70,180)
Cash proceeds from sale of equity investment
11
(47,413)
-
Net losses on financial assets (non-cash)
11
(259,489)
(94,451)
Options expense (non-cash)
5 (d)
(238,510)
(13,293)
Operating loss before changes in working capital and
provisions
2,581,528
3,132,668
Increase / (Decrease) in other receivables
4,315
(18,478)
Decrease / (Increase) in other payables and provisions
5,024
(16,556)
Decrease in lease payable
70,529
55,585
Net cash used in operating activities
2,661,396
3,153,219
7. Prepayments and Other Receivables
2024
2023
$
$
Current
GST receivable
63,944
46,958
Security deposit over rental property
17,778
17,778
Other receivables
7,441
3,283
89,163
68,019
Prepayments
49,302
66,128
Closing balance
138,465
134,147
8. Trade and Other Payables
2024
2023
$
$
Current
Trade payables
141,747
91,037
PAYG Withholding Tax
22,286
57,205
164,033
148,242
Accruals
40,980
30,904
Closing balance
205,013
179,146
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 38
9. Provisions
2024
2023
$
$
Current
Annual Leave Provision:
Opening balance
23,232
23,387
Decrease for year
(6,052)
(155)
Closing balance
17,180
23,232
Non-Current
Site Restoration Provision:
Opening balance
118,992
116,323
(Decrease) / Increase - remeasurement
(24,837)
33,759
Decrease (costs offset)
-
(31,090)
Closing balance
94,155
118,992
10. Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three
months or less.
2024
2023
$
$
Bank balances
1,054,497
321,770
Term deposit - unsecured
501,086
900,000
Term deposit - secured
21,231
20,442
Cash and cash equivalents in the statements of cash flows
1,576,814
1,242,212
11. Financial Assets
Note
Equity Investment
Tenement
Deposits
Tenements Held
For Sale
Total
2024
2023
2024
2023
2024
2023
2024
2023
$
$
$
$
$
$
$
$
Opening balance
94,463
188,914
334,800
365,300
-
-
429,263
554,214
Proceeds received
during the year
6
(47,413)
-
(16,000)
(30,500)
-
-
(63,413)
(30,500)
Tenements
transferred on
disposal from
Exploration and
Evaluation Costs
13
-
-
-
-
150,439
-
150,439
-
Loss during the
year
6
(47,050)
(94,451)
(62,000)
-
(150,439)
-
(259,489)
(94,451)
Closing balance
-
94,463
256,800
334,800
-
-
256,800
429,263
Equity investment is the Company’s investment in Orange Minerals NL (ASX: OMX) (2023:
2,099,047 ordinary fully paid shares).
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 39
12. Property, Plant and Equipment
Property Plant and Equipment consist of:
Note
Freehold
Land
Plant and
equipment
Total
$
$
$
2024
Cost
Balance at 1 July 2023
367,000
136,992
503,992
Additions
-
24,972
24,972
Balance at 30 June 2024
367,000
161,964
528,964
Depreciation
Balance at 1 July 2023
-
(66,927)
(66,927)
Depreciation charge for the year
6
-
(24,950)
(24,950)
Balance at 30 June 2024
-
(91,877)
(91,877)
Carrying amounts
Balance at 1 July 2023
367,000
70,065
437,065
Balance at 30 June 2024
367,000
70,087
437,087
2023
Cost
Balance at 1 July 2022
367,000
71,558
438,558
Additions
-
65,434
65,434
Balance at 30 June 2023
367,000
136,992
503,992
Depreciation
Balance at 1 July 2022
-
(39,726)
(39,726)
Depreciation charge for the year
6
-
(27,201)
(27,201)
Balance at 30 June 2023
-
(66,927)
(66,927)
Carrying amounts
Balance at 1 July 2022
367,000
31,832
398,832
Balance at 30 June 2023
367,000
70,065
437,065
13. Exploration and Evaluation Costs
Exploration and evaluation expenditure is charged against profit and loss as incurred; except for
acquisition costs and for expenditure incurred after a decision to proceed to development is made, in
which case the expenditure would be capitalised as an asset.
Exploration and evaluation costs are stated at cost less accumulated amortisation and impairment
losses (see Note 21 (h)).
Note
2024
2023
Cost
$
$
Opening balance
6,419,000
6,419,000
Tenements transferred to financial assets on disposal
11
(150,439)
-
Acquisition of 49% of Narraburra
250,000
-
Closing balance
6,518,561
6,419,000
A project acquisition asset is only recognised in relation to an area of interest if the following conditions
are satisfied:
(a) the rights to tenure of the area of interest are current; and
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 40
(b) at least one of the following conditions is also met:
(i)
the costs of acquiring licences 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.
14. Leases
The Company leases a property at Unit 13, 11 William Street Orange, NSW, 2800 (Property) being used
by the Company for offices and storage.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract
contains the right to control the use of an identifiable asset for a period in exchange for consideration.
As of 30 June 2024, the Company had the right to obtain economic benefits from the use of the Property,
and the right to direct how and for what purpose the Property is used.
Information about the lease for which the Group is a lessee is presented below.
15. Right-of-use-asset
Building
Note
2024
2023
$
$
Balance at 1 July
224,564
277,865
Adjustment due to adjusting the present value of lease
payments to be made over the lease term
(134,627)
16,879
Depreciation charge for the year
6
(60,710)
(70,180)
Balance at 30 June
29,227
224,564
When calculating the present value of the right of use asset, and corresponding lease payments, it was
assumed that the Property lease term would be six years, so the three-year renewal option would be
exercised.
During the year ended 30 June 2024, the Company did not exercise its option to renew the Property lease
by 9 November 2023.
The Company negotiated to re-lease the same Property for one year ending 9 November 2024 for $81,930
per annum.
As the Property lease was then modified to a four-year term, the value of the right of use asset decreased
to $29,227 (2023: $224,564) and the corresponding lease liability decreased to $33,758 maturing within
one year at 30 June 2024 (2023: maturing within in one year ($67,673) and maturing one year or later and
not later than five years ($170,940)).
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 41
16. Lease liability – Right of Use Asset
(a) Maturity analysis- contractual cash flows
2024
2023
$
$
Within one year
33,758
67,973
One year or later and not later than five years
-
170,940
Later than five years
-
-
33,758
238,913
(b) Lease liability included in the statement of financial position
Current
33,758
67,973
Non-current
-
170,940
33,758
238,913
(c) Amounts recognised in profit or loss
Depreciation on right of use asset
60,710
70,180
Interest on lease liabilities
3,416
13,160
Expenses relating to short-term leases
68,061
62,865
132,187
146,205
(d) Amounts recognised in the statement of cash flows
Lease payments
80,384
75,609
Payments relating to short-term leases
66,147
62,109
146,531
137,718
17. Commitments
Included in the commitments below are tenement maintenance costs only. Work programme costs have
been excluded on the basis that there is no contractual obligation to incur such costs. In order to maintain
current rights of tenure to exploration tenements, the Company is required to perform minimum
exploration work to meet the minimum expenditure requirements specified by the New South Wales
Government.
There is significant judgement involved in determining whether the work programme costs submitted to
the regulator are commitments as defined given that these obligations are subject to renegotiation when
application for a mining lease is made and at other times.
Management has re-evaluated the position in the year under review, and consequently the commitments
in the 2023 comparative figures have been restated to also include tenement maintenance costs only.
The amounts previously reported for the 2023 comparatives were commitments of $467,993 within one
year; $1,849,871 one year or later and not later than five years; and $Nil later than five years.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 42
As at 30 June 2024, these obligations are not provided for in the financial report and are payable as
follows:
2024
2023
$
$
Within one year
42,078
67,023
One year or later and not later than five years
46,820
70,423
Later than five years
-
-
88,898
137,446
18. 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 Company’s exploration activities are located solely in Australia.
The Group is involved solely in mineral exploration within its 100% controlled Australian-based copper-
gold projects in the Lachlan Fold Belt (LFB) NSW and on the Narraburra REE and RM Project, and thus has
a single operating segment.
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.
19. Contingencies
On 25 July 1991, Tri Origin Exploration Limited and Mr David Timms (deceased) (a geologist and unrelated
party) entered into to a finder’s fee agreement (Finder’s Fee Agreement) pursuant to which the Estate of
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.
On this basis, a portion of EL 5583 (being the 2.56km2 Property) is subject to a finder's fee, payable to the
Estate of Mr David Timms, following commencement of production, or sale of EL 5583, 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.
20. Events Subsequent to the Reporting Date
Directors are not aware of any matter or circumstance that has arisen since the end of the financial year
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.
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
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 43
section also outlines the significant financial risk the Group is exposed, to which the Directors would like to
draw the attention of the readers.
21. Financial Risk Management
(a) 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.
(b) 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 an exploration phase, therefore does not earn revenue from sales and
therefore has no accounts receivable from sales.
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.
The Group limits its exposure to credit risk by only investing in liquid securities and only with
counterparties that have an acceptable credit rating.
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:
Note
Carrying
Amount
Carrying
Amount
2024
2023
$
$
Current
Cash and cash equivalents
10
1,576,814
1,242,212
Other receivables
7
89,163
68,019
1,665,977
1,310,231
(c) Impairment losses
None of the Group’s other receivables are past due.
(d) 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 the market conditions
existing at that time.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 44
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 2024
Trade and other payables
8
205,013
205,013
205,013
30 June 2023
Trade and other payables
8
179,146
179,146
179,146
(e) 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 year. 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.
(f) 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.
(g) 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.
(h) Impairment
The carrying amounts of the Group’s assets other than deferred tax assets (see Note 26 (b)), 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.
Section C – Key Management Personnel and Related Party Disclosures
This section includes information about key management personnel’s remuneration, related parties
information and any transactions key management personnel or related parties may have had with the
Group during the year.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 45
22. Key Management Personnel Compensation
(a) 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.
(b) Remuneration
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.
2024
2023
$
$
Salaries and fees
492,705
501,090
Consulting charges
214,088
131,160
Superannuation
46,200
40,765
752,993
673,015
Non-cash share-based payments - granting of options
238,510
13,293
Key management personnel compensation
991,503
686,308
(c) Key Management Personnel Disclosures
Information regarding individual key management personnel 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 year and there were no material contracts involving
Directors’ interests existing at year-end.
Directors’ transactions with the Company or its controlled entities
There were no 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 (2023: $Nil).
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.
(d) Related Party Disclosures – Other Related Party Transactions
During the year ended 30 June 2024, $20,100 consulting fees plus $2,211 superannuation for
former director Mr Ian Buchhorn in his capacity as technical advisor during the six months
commencing the date he retired as a Director, being 9 June 2023 to 9 December 2023.
There are no other related party transactions.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 46
23. Consolidated Entities
Country of
incorporation
Ownership
interest
Ownership
interest
2024
2023
%
%
Parent entity
Godolphin Resources Limited
Australia
-
-
Subsidiaries
Godolphin Tenements Pty Ltd
Australia
100
100
Critical Rare Earths Pty Ltd
Australia
100
-
Critical Lithium Pty Ltd
Australia
100
-
TriAusMin Pty Ltd
Australia
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.
Section D – Other Disclosures
This section includes information that the Directors consider to be significant in understanding the financial
performance and position of the Group and must be disclosed to comply with the Accounting Standards,
the Corporations Act 2001 (Cth) or the Corporations Regulations.
24. Other Income
2024
2023
$
$
Government Grants
685,394
-
Non-refundable cash deposits retained
100,000
-
785,394
-
25. Administration Expenses
2024
2023
$
$
Advertising
110,708
117,279
Audit fees
25,426
31,462
Company Secretarial/Accounting
301,738
192,805
Compliance: ASX/ASIC/Share Registry fees
59,519
54,632
Consulting fees
138,866
92,309
Equipment Hire
3,960
9,802
Information technology / website expense
42,875
46,787
Insurance expense
47,410
54,401
Legal expense
86,675
13,458
Meetings
13,303
10,347
Memberships/Subscriptions
8,376
8,332
Other expenses
41,073
32,288
Recruitment fees
30,989
58,388
Training/Conferences/Seminars
49,492
15,710
Travel and accommodation expenses
50,833
31,458
1,011,243
769,458
26. Income Tax
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.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 47
(a) 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.
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.
(b) Numerical reconciliation between tax benefit and pre-tax net loss
2024
2023
$
$
Loss after interest and before income tax
3,212,600
3,337,793
Prima facie Income tax benefit at a tax rate of 30% (2023 30%)
963,780
1,001,338
Permanent difference options expense
(71,553)
(3,987)
Other eligible expenditure
100,633
83,181
Temporary differences
107,256
(39,206)
Decrease in income tax benefit due to:
Income tax revenue losses not recognised
(1,100,116)
(1,041,326)
Income tax benefit on pre-tax net loss
-
-
(c) Unrecognised Deferred Tax Assets and Liabilities
No deferred tax assets or liabilities have been recognised in relation to the following:
Note
2024
2023
$
$
Temporary Differences
Revenue tax losses
15,053,106
12,593,050
Other timing differences
244,759
198,037
Permanent Differences
Capital raising costs
1,677,212
1,386,356
Options expense
5 (d)
(238,510)
(13,293)
The tax revenue 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 2024, the Group had no franking credits available for use in subsequent reporting periods
(2023: $Nil).
27. Loss Per Share
The calculation of basic and diluted losses per share for the year ended 30 June 2024 was based on the
net loss attributable to ordinary shareholders of $3,212,600 (2023: $3,337,793) and a weighted average
number of ordinary shares outstanding during the year ended 30 June 2024 of 167,843,890 (2023:
113,319,143), calculated as follows:
2024
2023
$
$
Net loss attributable to members of the parent
3,212,600
3,337,793
89,309,877 (2023: 2,000,000) potential shares were excluded from the calculation of diluted earnings per
share because they are antidilutive for the year ended 30 June 2024 as the Company is in a loss position.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 48
2024
2023
Cents
Cents
Loss per share – basic
1.91
2.95
Loss per share – diluted
1.91
2.95
Auditor’s Remuneration
2024
2023
$
$
Auditors of the Company Dry Kirkness (Audit) Pty Ltd
Audit and review of financial reports
25,426
28,712
Other audit services
-
2,750
25,426
31,462
28. Parent Entity Disclosures
The parent company of the Group was Godolphin Resources Limited.
2024
2023
$
$
Results of the parent entity
Group net loss attributable to members of the parent
(3,212,600)
(3,337,793)
(Plus) / Less adjustments on consolidation:
Increase in provision for Parent’s intercompany loans,
arising from Group’s total net assets
(7,432,513)
-
Intra Group losses eliminated
500
-
Net loss attributable to members of the parent
(10,644,613)
(3,337,793)
Other comprehensive income, net of income tax
-
-
Total comprehensive income
(10,644,613)
(3,337,793)
Financial position of parent entity at year end
Current assets
1,676,602
1,376,360
Non-current assets
7,129,085
7,509,891
Total assets
8,805,687
8,886,251
Current liabilities
198,838
270,351
Non-current liabilities
-
290,758
Total liabilities
198,838
561,109
Net Assets
8,606,849
8,325,142
Total equity of the parent entity comprising of:
Share capital
22,117,445
18,935,447
Reserve
324,775
14,488
Accumulated Losses
(13,835,371)
(10,624,793)
Total Equity
8,606,849
8,325,142
29. Parent entity capital commitments for acquisition of property, plant & equipment
Refer to Note 17 for commitments related to the parent entity.
30. Contingencies
Refer to Note 19 for contingencies related to the parent entity.
Notes to the Financial Statements (continued)
Godolphin Resources Limited Annual Report 30 June 2024
Page 49
31. 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.
32. Derivatives
The financial entity does not hold any derivative financial instruments.
33. New Accounting Standards
(a) Effective for the first time at 30 June 2024
The table below summarises the amended reporting requirements that must be applied for the first
time for financial years ending 30 June 2024.
Effective for annual reporting
periods beginning on or after
Pronouncement
1 January 2023
IFRS 17 Insurance Contracts
1 January 2023
Disclosure of Accounting Policies -Amendments to IAS 1 and
IFRS Practice Statement 2
1 January 2023
Definition of Accounting Estimates -Amendments to IAS 8
1 January 2023
Deferred Tax related to Assets and Liabilities arising from a
Single Transaction -Amendments to IAS 12
23 May 20235
International Tax Reform-Pillar Two Model Rules -
Amendments to IAS 12
(b) Effective for the first time at 30 June 2025
The table below summarises the amended reporting requirements that must be applied for the first
time for financial years ending on or after 30 June 2025.
Effective for annual reporting
periods beginning on or after
Pronouncement
1 January 2024
Non-current Liabilities with Covenants -Amendments to IAS 1
And
Classification of Liabilities as Current or Non-current-
Amendments to IAS 1
1 January 2024
Lease Liability in a Sale and Leaseback-Amendments to IFRS
16
1 January 2024
Supplier Finance Arrangements -Amendments to IAS 7 and
IFRS 7
1 January 2025
Lack of Exchangeability-Amendments to IAS 21
1 January 2025
Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture-Amendments to IFRS 10 and IAS
286
5 The amendments introduce a relief from deferred tax accounting for the global minimum top-up tax under Pillar
Two, which applies immediately from their release on 23 May 2023, and new disclosure requirements about the
Pillar Two exposure that apply from 31 December 2023. No disclosures are required in interim periods ending on or
before 31 December 2023.
6 The effective date for these amendments was deferred indefinitely by the IASB Board. Due to regulatory framework
in Australia, the AASB set an effective date of 1 January 2025. Early adoption continues to be permitted.
Godolphin Resources Limited Annual Report 30 June 2024
Page 50
Consolidated Entity Disclosure Statement
Year Ended 30 June 2024
Set out below is relevant information relating to entities that are consolidated in the consolidated financial
statements at the end of the financial year as required by the Corporations Act 2001 (s.295(3A)(a)).
Entity Name
Body
corporate,
partnership or
trust
Place
incorporated /
formed
% of share
capital held
directly or
indirectly by
the Company
in the body
corporate
Australian or
Foreign tax
resident
Jurisdiction for
Foreign tax
resident
Parent entity
Godolphin
Resources
Limited
(Company)
Body
corporate
New South
Wales, Australia
-
Australian
Not applicable
Subsidiaries
Godolphin
Tenements Pty
Ltd
Body
corporate
New South
Wales, Australia
100%
Australian
Not applicable
Critical Rare
Earths Pty Ltd
Body
corporate
New South
Wales, Australia
100%
Australian
Not applicable
Critical Lithium
Pty Ltd
Body
corporate
New South
Wales, Australia
100%
Australian
Not applicable
TriAusMin Pty
Ltd
Body
corporate
New South
Wales, Australia
100%
Australian
Not applicable
End of Accounts (Audited)
Godolphin Resources Limited Annual Report 30 June 2024
Page 51
Directors’ Declaration
The directors declare that:
(a) in the directors’ opinion, there are reasonable grounds to believe that Godolphin Resources Limited
(“the Company”) will be able to pay its debts as and when they become due and payable;
(b) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with
the Corporations Act 2001, including compliance with accounting standards and giving a true and fair
view of the financial position and performance of the consolidated entity;
(c) the directors have been given the declarations required by s. 295A of the Corporations Act 2001; and
(d) in the directors’ opinion, the attached consolidated entity disclosure statement is true and correct.
Signed in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations
Act 2001.
On behalf of the Directors.
Jeremy Read
Chair
Hideaway Bay, Queensland
20 September 2024
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of Godolphin Resources Limited for the year ended 30 June 2024,
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 year.
DRY KIRKNESS (AUDIT) PTY LTD
LUCY P GARDNER
Director
Perth
Date: 20 September 2024
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 2024 the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
material accounting policy information, the consolidated entity disclosure statement 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 2024 and of its
financial performance for the year then ended; and
ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We 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
Exploration and evaluation assets
(refer note 13)
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 activity is expensed as
incurred. However, acquisition costs associated with
the Group’s projects are capitalised and carried as
non current assets within the statement of financial
position.
The carrying value of capitalised acquisition costs for
exploration assets is subjective and is based on the
Group’s intention and ability, to continue exploration
in the relevant area of interest. 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
at 30 June 2024 of $6,518,561 may not be
recoverable.
Our audit procedures included:
• ensuring the Group’s continued right to explore for
minerals in the relevant areas of interest for which
acquisition costs have been capitalised including
assessing documentation such as exploration and
mining licences;
• enquiring of management and the directors as to
the Group’s intentions and strategies for future
exploration activity in these areas of interest and
reviewing 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 and accuracy of the
disclosures made by the Group in the financial
report.
Other information
The directors are responsible for the other information. The other information comprises the information in
the Group’s annual report for the year ended 30 June 2024 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:
a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with the Australian Accounting Standards and the Corporations Act 2001; and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
c) for such internal control as the directors determine is necessary to enable the preparation of:
i)
the financial report (other than the consolidated entity disclosure statement) that gives a true and
fair view and is free from material misstatement, whether due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free from
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 based on 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 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 17 to 21 of the directors’ report for the year
ended 30 June 2024.
In our opinion, the remuneration report of Godolphin Resources Limited for the year 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.
DRY KIRKNESS (AUDIT) PTY LTD
LUCY P GARDNER
Director
Perth
Date: 20 September 2024
Godolphin Resources Limited Annual Report 30 June 2024
Page 57
Additional Shareholder Information
1. 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 = (A x B) / C
where:
A
is the number of those shares held by the member;
B
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
is the issue price of each of those shares; and
D is the number of votes attached to those shares.
At 23 August 2024, issued capital was 213,891,221 ordinary fully paid shares held by 1,589 holders. No shares are
subject to escrow.
(a) 20 Largest Holders by Name of Ordinary Shares and their Share Holdings at 23 August 2024:
Rank
Name
Number of
Shares
% of Issued
Capital
1
COLBERN FIDUCIARY NOMINEES PTY LTD
15,251,269
7.13%
2
AMERICAN RARE EARTHS LIMITED
10,694,756
5.00%
3
SABA NOMINEES PTY LTD
6,665,000
3.12%
4
B & J O'SHANNASSY MANAGEMENT PTY LTD
6,599,670
3.09%
5
ORANGE MINERALS NL
6,308,824
2.95%
6
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
6,070,247
2.84%
7
MR IAN JAMES BUCHHORN
4,568,547
2.14%
8
JOSCO PTY LTD
4,203,189
1.97%
9
HAZURN PTY LTD
3,562,458
1.67%
10
MUSSETT PTY LTD
3,500,000
1.64%
11
EX9 PTY LTD
3,442,341
1.61%
12
ENERJEE PTY LTD
3,380,000
1.58%
13
BLJ TECHNOLOGIES PTY LTD
3,132,384
1.46%
14
DRM TECHNOLOGIES PTY LTD
2,802,297
1.31%
15
CITICORP NOMINEES PTY LIMITED
2,781,513
1.30%
16
MR CHRISTOPHER LINDSAY BOLLAM
2,703,875
1.26%
17
MR DANIEL MARTINI-PIOVANO
2,558,267
1.20%
18
DAVENTRY FAMILY INVESTMENTS PTY LTD
2,085,000
0.97%
19
SACHA TRADING COMPANY PTY LTD
2,000,000
0.94%
20
SYMINGTON PTY LTD
2,000,000
0.94%
20
TOPWEAL PTY LTD
2,000,000
0.94%
Top 20 holders of ORDINARY SHARES (TOTAL)
96,309,637
45.06%
Additional Shareholder Information
Godolphin Resources Limited Annual Report 30 June 2024
Page 58
(b) Distribution of Share Holders and Share Holdings at 23 August 2024
Holding Ranges
Holders
Total Units
% Issued Share
Capital
above 0 up to and including 1,000
189
37,633
0.02%
above 1,000 up to and including 5,000
352
1,045,112
0.49%
above 5,000 up to and including 10,000
201
1,531,664
0.72%
above 10,000 up to and including 100,000
602
21,774,969
10.18%
above 100,000
245
189,501,843
88.59%
Totals
1,589
213,891,221
100.00%
(c) Unmarketable Parcels at 23 August 2024
Minimum
Parcel Size
Holders
Number of
Shares
Minimum $ 500.00 parcel at $ 0.013 per share
38,461
1,124
10,363,324
(d) Substantial Shareholders at 23 August 2024
Number of
Shares
Proportion of
Issued Shares7
American Rare Earths Limited
25,945,665
12.13%
B O'Shannassy and associates
10,802,859
5.05%
2. Quoted Options
At 23 August 2024 there were 75,643,211 quoted options with a $0.06 exercise price and expiring on 31
December 2024. No quoted options were subject to escrow.
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.
(a) 20 Largest Holders by Name of Quoted Options and their Option Holdings at 23 August 2024:
Rank
Name
Number of
Options
% Issued
Options
1
MR MATTHEW FRANCES TORI
25,000,000
33.05%
2
COLBERN FIDUCIARY NOMINEES PTY LTD
6,121,742
8.09%
3
MR DANIEL RICHARD MCGLADE
4,166,668
5.51%
4
MR BENJAMIN LIAM JONES
3,363,088
4.45%
5
MR CHRISTOPHER LINDSAY BOLLAM
2,276,119
3.01%
6
MR GRAHAM JAMES BEAVIS + MS SHERYL JOYCE
ROTHWELL
2,050,000
2.71%
7
HFT NOMINEES PTY LTD
1,875,000
2.48%
8
BOUTIQUE CAPITAL PTY LTD
1,666,667
2.20%
9
AMERICAN RARE EARTHS LIMITED
1,500,000
1.98%
10
MR BHAVDIP SANGHAVI
1,500,000
1.98%
7 Proportion of issued shares is based on 213,891,221 total shares on issue.
Additional Shareholder Information
Godolphin Resources Limited Annual Report 30 June 2024
Page 59
11
MR GEOFFREY LEIGH SAFFER + MRS RACHEL SAFFER
1,156,157
1.53%
12
MS PHIAK CHIN LIM
1,002,000
1.32%
13
IPS NOMINEES LIMITED
1,000,000
1.32%
14
MATTHEW BURFORD SUPER FUND PTY LTD
1,000,000
1.32%
15
SACHA TRADING COMPANY PTY LTD
1,000,000
1.32%
16
MR MARK ANDREW TKOCZ
1,000,000
1.32%
17
KLIP PTY LTD
861,667
1.14%
18
IRONSIDE PTY LTD
832,739
1.10%
19
MS QINQIN XIA
800,000
1.06%
20
MRS AMANDA GRACE SPARKS + MR ANTHONY JAMES
SPARKS
666,666
0.88%
Top 20 holders of OPTIONS (TOTAL)
58,838,513
77.77%
(b) Distribution of Option Holders and Option Holdings at 23 August 2024
Holding Ranges
Holders
Total Units
% Issued Options
above 0 up to and including 1,000
34
11,173
0.01%
above 1,000 up to and including 5,000
53
140,563
0.19%
above 5,000 up to and including 10,000
35
245,100
0.32%
above 10,000 up to and including 100,000
82
2,591,917
3.43%
above 100,000
70
72,654,458
96.05%
Totals
274
75,643,211
100.00%
(c) Unmarketable Parcels at 23 August 2024
Minimum
Parcel Size
Holders
Number of
Options
Minimum $ 500.00 parcel at $ 0.001 per option
500,000
244
11,906,576
3. Unquoted Options
At 23 August 2024 there were 11,000,000 unquoted options with various exercise prices and expiry dates.
No unquoted options were subject to escrow. 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.
Exercise Price
Grant Date
Vesting Date
Expiry Date
Number of
Options
Number of
Holders
$0.25
6 Dec 2022
To be determined8
To be determined9
1,000,000
1
$0.35
6 Dec 2022
To be determined10
1,000,000
1
$0.053
17 Nov 2023
17 Nov 2023
30 November 2026
9,000,000
4
Totals
11,000,000
5
8 Each option vests upon the date the Company achieves a volume weighted average price (VWAP) for 30 consecutive
trading days exceeding $0.30 per Share.
9 The options expire at the end of the two (2) year period commencing on the vesting date.
10 The options expire at the end of the three (3) year period commencing on the vesting date.
Additional Shareholder Information
Godolphin Resources Limited Annual Report 30 June 2024
Page 60
4. Unquoted Performance Rights
Each performance right provides the right for the performance right holder to be issued one fully paid share
by the Company, subject to vesting price hurdles.
At 23 August 2024 there were 2,666,666 unquoted performance rights. The performance rights
automatically vest on the date that the closing price of the Company’s ordinary fully paid shares equals or
exceeds the vesting hurdle price. No performance rights were subject to escrow.
Vesting
Hurdle Price
Grant Date
Expiry Date
Number of
Performance Rights
Number of
Holders
$0.15
18 Apr 2024
18 Apr 2029
1,666,666
1
$0.25
18 Apr 2024
18 Apr 2029
1,000,000
1
Totals
2,666,666
1
EX9 Pty Ltd was the only holder of all the unquoted performance rights.
5. Mining Exploration Tenements
At 23 August 2024, the Group held the following exploration and mining licences.
Tenure
Location
Company’s Beneficial Interest
Status
EL 558311
Lewis Ponds
100%
Live
EL 8061
Gundagai South
100%
Live
EL 8420
Narraburra
100%
Live
EL 8532
Mt Aubrey
100%
Live
EL 8538
Yeoval
100%
Live
EL 8555
Calarie
49%
Live
EL 8556
Copper Hill East
100%
Live
EL 8580
Calarie Central
49%
Live
EL 8586
Gundagai North
100%
Live
EL 8889
Gundagai
100%
Live
EL 8890
Cumnock
100%
Live
EL 8901
Caledonian
100%
Live
EL 8962
Obley North
100%
Live
EL 8963
Obley West
100%
Live
EL 8964
Yallundry
100%
Live
EL 8966
Mt Bulga
100%
Live
EL 8998
Gadara
100%
Live
EL 9243
Goodrich
100%
Live
EL 9258
Temora
100%
Live
EL 9370
Gurrundah
100%
Live
11 There is a contingent liability in respect of a finder’s fee payable to the Estate of David Timms on EL5583 sale
transaction or production commencement (capped at $2,000,000). Refer Note 19 for further details.
Additional Shareholder Information
Godolphin Resources Limited Annual Report 30 June 2024
Page 61
Tenure
Location
Company’s Beneficial Interest
Status
ML 0739
Calarie Lachlan Mine
49%
Live
EL 9506
Bingara
100%
Live
EL 9601
Cambrai
100%
Live
EL9628
Trungley
100%
Live
EL 9633
Breakfast Creek
100%
Live
EL 9637
Elsmore
100%
Live
6. Securities Exchange Listing
The Company’s ordinary shares and quoted options, with a $0.06 exercise price and expiring on 31
December 2024, are listed on the Australian Securities Exchange. The Company’s ASX codes for quoted
ordinary shares is GRL; and quoted options is GRLO.
7. On-Market Buy Back
There is no on-market buy-back.
8. Corporate Governance Statement
The Company’s Corporate Governance statement for the financial year ended 30 June 2024 is available for
members to download and access from https://godolphinresources.com.au/governance
Additional Shareholder Information
Godolphin Resources Limited Annual Report 30 June 2024
Page 62
9. Summary of Mineral Resources (JORC 2012) Contained Within Godolphin Tenements12
There are no material changes in the mineral resources holdings in the period between the date of annual
review of the mineral resources and the date of this report.
The Narraburra Mineral Resource Estimate is set out in Table 1 13 below:
Table 1
Narraburra Rare Earth Oxide (REO) Mineral Resources - 4/2023
Weathered regolith (above fresh granitic bed-rock)
Layer
(domain)
JORC
Resource
class
Density
Cut-
off
TREO1-
Ce-O2
Tonnes
TREO1-
Ce-O2
Total
TREO1
Light
REO
LREO2
Heavy
REO
HREO3
Magnet
REO
MREO4
Potentially
deleterious5
Total
Total
Total
Total
Total
Th
U
(t/m3)
(ppm)
(Mt)
(ppm)
(ppm)
(ppm)
(ppm)
(ppm)
(ppm)
(ppm)
TM
(1)
Indicated
1.70
300.00
0.8
366.80
503.00
272.04
230.95
91.79
25.93
5.74
RMU
(2)
Indicated
1.76
300.00
5.0
352.46
573.29
357.63
215.66
86.26
40.42
9.96
RML
(3)
Indicated
1.80
300.00
41.7
535.51
810.01
469.90
340.11
131.71
37.45
12.79
ALL
Indicated
300.00
47.6
50%
513.40
779.86
454.69
325.17
126.25
37.56
12.37
TM
(1)
Inferred
1.70
300.00
0.7
362.76
528.87
296.90
231.97
89.68
29.96
5.53
RMU
(2)
Inferred
1.76
300.00
3.8
360.77
527.90
310.34
217.56
82.63
33.75
9.95
RML
(3)
Inferred
1.80
300.00
42.9
500.32
715.59
447.76
267.82
140.72
27.82
9.88
ALL
Inferred
300.00
47.4
50%
487.18
697.89
434.60
263.28
135.34
28.28
9.82
TM
(1)
Ind + Inf
1.70
300.00
1.5
2%
365.01
514.49
283.08
231.40
90.85
26.39
5.65
RMU
(2)
Ind + Inf
1.76
300.00
8.8
9%
356.06
553.61
337.13
216.48
84.69
37.53
9.96
RML
(3)
Ind + Inf
1.80
300.00
84.7
89%
517.67
762.15
458.68
303.46
136.28
32.57
11.31
ALL
Ind + Inf
300.00
94.9
500.31
738.95
444.66
294.28
130.79
32.93
11.10
Table 1: Narraburra Mineral Resource Estimation figures
JORC (2012 Edition) resource classification was based on individual block average sample distances (D) and
number of sample points (P) saved during grade estimation. The criteria used was to classify all blocks with
D≤240m as Indicated and all other blocks as Inferred. These classifications were validated visually to ensure
each class formed a contiguous zone.
12 Also refer announcements (ASX: GRL) on 19 April 2023 and 21 April 2023.
13 Formulas are as follows:
1 Total REO (TREO) = Total REOs + Yttrium oxide ((La2O3 + CeO2 + Pr6O11 + Nd2O3 + Sm2O3 + Eu2O3 + Gd2O3 + Tb4O7
+ Dy2O3 + Ho2O3 + Er2O3 + Er2O3 + Tm2O3 + Yb2O3 + Lu2O3) + Y2O3)
2 Total light REO (LREO) = Total light REOs (La2O3 + CeO2 + Pr6O11 + Nd2O3 + Sm2O3)
3 Total heavy REO (HREO) = Total heavy REOs + Yttrium oxide ((Eu2O3 + Gd2O3 + Tb4O7 + Dy2O3 + Ho2O3 + Er2O3 +
Tm2O3 + Yb2O3 + Lu2O3) + Y2O3)
4 Total permanent magnet REO (MREO) = Total permanent magnet REOs (Pr6O11 + Nd2O3 + Tb4O7 + Dy2O3)
5 Th and U are typically associated with REO deposits and may be deleterious due to their radioactivity.
Additional Shareholder Information
Godolphin Resources Limited Annual Report 30 June 2024
Page 63
The Mt Aubrey, Yeoval and Lewis Ponds Mineral Resource Estimates are set out in Table 2 below:
Table 2
Project
Tonnes
(Mt)
Au
(g/t)
Ag
(g/t)
Zn
(%)
Pb
(%)
Cu
(%)
Contained
Au (koz)
Contained
Ag (moz)
Contained
Zn (kt)
Contained
Pb (kt)
Contained
Cu (kt)
Mt Aubrey
1.21
1.61
-
-
-
-
63
-
-
Yeoval
12.80
0.14
2.20
-
- 0.38
58
0.9
-
49
Lewis Ponds
6.20
2.00
80.0 2.74 1.59 0.17
398
15.9
170
99
11
TOTAL
19.79
0.80 25.90 0.84 0.49 0.29
519
16.8
170
99
60
Some rounding may occur.
Mt Aubrey, Yeoval are as reported in Godolphin Resources Prospectus lodged on 29 October 2019. Lewis
Ponds is as reported by Godolphin Resources Ltd to ASX on 2 Feb 2021.
10. Governance arrangements and internal controls that the Company has put in place with respect to its
estimates of Mineral Resources and the estimation process.
The information that relates to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves
is based on information compiled by Ms Jeneta Owens, a Competent Person who is a Member of the
Australian Institute of Geoscientists. Ms Owens is the Managing Director and full-time employee of
Godolphin Resources Limited, and is a Shareholder and Option holder. Ms Owens has sufficient experience
that is relevant to the style of mineralisation and type of deposit under consideration and to the activity
being undertaken to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code
for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Ms Owens consents to the
inclusion in the report of the matters based on her information in the form and context in which it appears.
The Company’s governance process with respect to its Mineral Resources estimates is to have them
completed by well-respected external consulting firms, with appropriate Competent Persons for the deposit
types and mineralisation styles with input and review by the Company’s technical team. As the process is
collaborative, the Company seeks appropriate Competent Person consents for various contributions to the
Mineral Resources estimation process.
Godolphin confirms that it is not aware of any new information or data that materially affects the information
included in the relevant market announcements and that in the case of estimates, the material assumptions
and technical parameters underpinning the estimates continue to apply and have not materially changed.