More annual reports from Golden Mile Resources:
2023 ReportGOLDEN MILE RESOURCES LIMITED
ABN 35 614 538 402
Annual Report for the Year Ended
30 June 2018
GOLDEN MILE RESOURCES LIMITED
TABLE OF CONTENTS
Table of Contents
REVIEW OF OPERATIONS ................................................................................................................................ 1
DIRECTORS’ REPORT ..................................................................................................................................... 12
AUDITOR'S INDEPENDENCE DECLARATION ............................................................................................... 24
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ......................................... 25
STATEMENT OF FINANCIAL POSITION ......................................................................................................... 26
STATEMENT OF CHANGES IN EQUITY ......................................................................................................... 27
STATEMENT OF CASH FLOWS ...................................................................................................................... 28
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS ....................................................... 29
DIRECTORS’ DECLARATION .......................................................................................................................... 44
INDEPENDENT AUDITORS’ REPORT ............................................................................................................ 45
SHAREHOLDER INFORMATION ..................................................................................................................... 49
CORPORATE DIRECTORY .............................................................................................................................. 52
GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
REVIEW OF OPERATIONS
Golden Mile Resources Limited (ASX: G88) (“Golden Mile” or “Company”) is a mineral exploration
company listed on the Australian Securities Exchange (ASX). The Company owns a highly prospective suite of
gold and nickel-cobalt projects in Western Australia (Figure 1).
The Company’s focus through the 2017-18 Financial Year has been the Quicksilver Nickel-Cobalt discovery in
the South West Mineral Field, with additional exploration having been undertaken on the Leonora Gold Projects
in the North Eastern Goldfields, including drilling over the Natasha gold prospect at Ironstone Well.
Figure 1 – Golden Mile Project Locations
1. Quicksilver Nickel-Cobalt Project – SW Mineral Field
The Quicksilver Nickel-Cobalt Project is located in the South West Mineral Field of Western Australia. The
Project is composed of one granted Exploration Licence (E 70/4641 – 100% Golden Mile) covering 15 kilometres
of prospective stratigraphy.
Golden Mile has conducted an extensive exploration program over the southern project area through 2017-18,
outlining a significant body of near surface oxide nickel-cobalt mineralisation at the Garard’s prospect, whilst
geophysics (namely electromagnetics) has delineated a number of high priority sulphide targets to be tested
through the tenement area.
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GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
1.1 The Garard’s Prospect
The Garard’s prospect is located in the southern Quicksilver tenement area and covers over 3 kilometres
of strike. Previous exploration had highlighted an extensive nickel-cobalt in surface geochemistry which has
now been systematically drill tested utilising reverse circulation (RC) percussion drilling.
The RC percussion drilling program has been highly successful and delineated an extensive zone of near
surface nickel-cobalt mineralisation in the oxide zone of the weathering profile. Better intercepts include
(Figure 2):
QRC033
54 metres @ 0.65% Nickel & 0.03% Cobalt
from 13 metres*
Including
10 metres @ 1.35% Nickel & 0.06% Cobalt
from 14 metres
QRC040
42 metres @ 1.14% Nickel & 0.06% Cobalt
from 26 metres
Including
10 metres @ 2.12% Nickel & 0.10% Cobalt
from 55 metres
With 2 metres @ 3.30% Nickel & 0.14% Cobalt from 57 metres
QRC041
28 metres @ 0.99% Nickel & 0.04% Cobalt
from 52 metres
Including
12 metres @ 1.23% Nickel & 0.07% Cobalt
from 52 metres
And
3 metres @ 1.08% Nickel & 0.02% Cobalt from 77 metres*
QRC047
24 metres @ 0.75% Nickel & 0.15% Cobalt
from 21 metres
Including
6 metres @ 1.51% Nickel & 0.37% Cobalt from 24 metres
QRC054
29 metres @ 0.93% Nickel & 0.04% Cobalt
from 43 metres
Including
3 metres @ 1.43% Nickel & 0.14% Cobalt from 47 metres
And
10 metres @ 1.16% Nickel & 0.02% Cobalt
from 62 metres
QRC087
22 metres @ 1.21% Nickel & 0.05% Cobalt
from 22 metres
Including
1 metre @ 3.85% Nickel & 0.12% Cobalt from 30 metres
QRC 093 5 metres @ 1.10% Nickel & 0.11% Cobalt from 23 metres
QRC 103 28 metres @ 0.86% Nickel & 0.03% Cobalt
from Surface
Including 3 metres @ 2.21% Nickel & 0.06% Cobalt from 20 metres
QRC 132 57 metres @ 0.63% Nickel & 0.07% Cobalt
from 44 metres
Including 4 metres @ 1.36% Nickel & 0.10% Cobalt from 69 metres
QRC 139 24 metres @ 0.80% Nickel & 0.01% Cobalt
from 29 metres
And 28 metres @ 0.60% Nickel & 0.03% Cobalt
from 81 metres
* These holes were terminated in nickel-cobalt mineralisation, which remains open at depth
2
GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
Figure 2 – Garard’s prospect area, drill hole locations with maximum nickel assays down hole (colour coded) and
significant nickel intercepts – Anomaly One (Wyatt’s) MLEM sulphide target shown in pink.
3
GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
1.2 Sulphide Targets
Figure 3 – RC percussion drilling at the Quicksilver Ni-Co-Cu Project
The presence of sulphide, in fresh rock, was noted in a number of deeper drill holes over the Garard’s
prospect area, hinting a potential deeper sulphide source to the nickel mineralisation at Quicksilver.
In response, expert nickel consultants, Newexco, were engaged to guide the Company’s exploration
program. Work throughout the year has focussed upon electromagnetic (EM) surveying (both surface and
down hole), with much of the tenement area now surveyed.
Figure 4 – Magnetic image of the Quicksilver project with tenement outline(black) and Category One EM anomalies
(yellow - labelled)
4
GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
The surface (Moving Loop) EM surveying has delineated targets over more than 12 kilometres of strike
(Figure 4), with Newexco highlighting four Category One targets for drill testing, namely Anomalies One,
Five, Six and Seven.
During the financial year only, the Anomaly One target at Wyatt’s was drill tested, utilising three angle RC
holes to test over 300 metres of strike. This drilling returned sulphides (with anomalous copper at over 800
ppm) at the projected target depths (Figure 5). However, subsequent Down Hole EM indicates that the RC
drilling at Wyatt’s did not adequately test the target, with a significant ‘off hole’ conductor located below the
existing drilling.
A program of diamond drilling has been planned for the first quarter of the coming financial year to further
test the Anomaly One sulphide target.
Figure 5 – Semi to Massive Sulphide from 200-202 metres downhole in QRC149
A program of RC and Diamond drilling is being planned and permitted to test the other EM anomalies during
2018-19.
The work program at Quicksilver will continue into the 2018-19 financial year and will include:
Infill Drilling (as required)
Resource Modelling & Estimation
Metallurgical Test Work
Drill testing of geophysical targets
5
GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
2. Minara Nickel-Cobalt Project - Leonora Region, NE Goldfields
The Minara Nickel-Cobalt project is located approximately 30 kilometres to the east of Leonora, to the northwest
of Glencore’s Murrin Murrin nickel mine. Minara consists of 3 granted prospecting licences (P 37/8755-8777)
and one granted exploration licence (E 37/1215).
Exploration by previous workers has outlined a number of prospects along the Waite Kauri Trend (Figure 6),
which now require infill drilling to allow the estimation of a JORC 2012 Resource.
Figure 6 – Minara project with prospect areas and target stratigraphy (purple)
The work program at Minara presently includes:
Detailed evaluation of previous exploration drilling
Planning infill and extensional drilling
Data compilation and evaluation of the Welcome Well tenement
The Company looks forward to commencing the field program at Minara during the 2018-19 financial year.
6
GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
3. Ironstone Well Gold Project - Leonora Region, NE Goldfields
The Ironstone Well project lies to the immediate northeast of the town of Leonora and is easily accessed via the
Leonora-Nambi Road. In late 2017 a short program of shallow RC percussion drilling was completed over the
Natasha prospect, at Ironstone Well (Figure 7). This drilling was designed to test and infill, several phases of
drilling undertaken by previous workers, some of which had intersected high-grade gold mineralisation.
Figure 7 – Ironstone Well tenure and prospects over magnetics
A program of 19 RC percussion holes was completed for 1,227 metres, with several holes intersecting significant
grades of gold mineralisation, including:
IRC001
1 metre @ 2.28 gpt Gold from 19 metres
IRC002
7 metres @ 4.16 gpt Gold from 17 metres
Including 2 metres @ 11.35 gpt Gold from 28 metres
IRC011
4 metres @ 1.49 gpt Gold from 82 metres
IRC015
4 metres @ 1.51 gpt Gold from 44 metres
IRC017
1 metre @ 2.37 gpt Gold from 49 metres
And
1 metre @ 4.44 gpt Gold from 56 metres
A review of the exploration data is being undertaken to assist in the planning follow up drilling and to test
additional targets in the project area.
7
GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
4. The Monarch Gold Trend - Leonora Region, NE Goldfields
The Monarch Trend is located in the north of the Leonora East tenure and is an extensive gold trend, featuring
high-grade gold (in the form of nuggets) and a large number of historical gold workings, most of which have not
previously been recorded, surveyed or explored utilising modern exploration techniques.
Figure 8 – Major gold operations, Golden Mile Tenure (Red & Yellow), KIN Mining project outlines (Blue)
& Monarch Gold Trend Location
The Monarch Gold Trend covers more than ten kilometres of strike and appears to follow the granite contact of
the greenstone belt on the eastern side of Golden Mile’s tenure (Figure 8 & 9). The Trend is characterised by
shearing and faulting carrying significant mineralisation, including high-grade gold in the form of nuggets.
Golden Mile’s work program over the Monarch Trend, at Leonora East, included:
Geological Reconnaissance
Surveying of Historical Workings and
Prospecting and Sampling
8
GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
Figure 9 – Google Earth imagery of the Monarch Gold Trend showing G88 tenements (red),historic mining areas
(orange) and areas where gold nuggets have been recovered (purple).
9
GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
The Monarch Trend hosts numerous historic gold workings and small-scale mines (more than 200 recorded
occurrences), whose operation dates back over 100 years. Many of these workings have NOT previously been
recognised, mapped or surveyed prior to Golden Mile’s recent work program (Figure 9).
These workings extend north of ‘Sunspear’ to ‘Fair Chance’ in the south (Figure 9) and include:
Sunspear: Extensive historic workings over more than 500 metres of strike, with geochemistry showing
anomalous gold and platinum group elements – yet to be drill tested.
Baratheon: Historic workings and small-scale gold mines over more than 500 metres of strike – yet to
be drill tested.
Royal Harry: Historic gold workings and small-scale mines over more than 700 metres of strike. Recent
prospecting around Royal Harry, and adjacent workings, has unearthed numerous gold nuggets
(Figure 10), indicating the presence of near surface, high-grade gold within the mineralised system.
Figure 10 – Gold nuggets recovered from the area south of the ‘Royal Harry’ workings.
Prospecting through the year has been largely confined to the southern half of the Monarch Gold Trend, with
detecting uncovering more than 70 gold nuggets, of varying sizes and weights but accounting for over an
ounce of gold, predominantly within the area between the ‘Royal Harry’ and ‘Fair Chance’ workings (Figure 9).
Historical rock chipping has also returned high-grade results, with samples from the Baratheon and Royal Harry
prospects routinely returning assays of over an ounce (31 gpt) of gold1.
The Monarch Gold Trend remains largely untested by modern exploration methods with Golden Mile’s
exploration program in 2018-19 directed towards delineating targets for drill testing.
10
GOLDEN MILE RESOURCES LIMITED
REVIEW OF OPERATIONS
5. Other Project Areas
The Company maintains an active work program across its project areas, with additional exploration programs
over the following areas:
5.1 Leonora East Gold – Leonora Region, NE Goldfields
Surveying and evaluation of high-grade gold locations, including mine workings
Detailed analysis and target generation for exploration, including soil sampling & drilling
Data compilation & evaluation
5.2 Darlot Gold – Leonora Region, NE Goldfields
Prospecting and near surface gold mineralisation evaluations
Data compilation & evaluation to target ongoing exploration
5.3 Gidgee Multi-Element Project – Northern Yilgarn
Data compilation & evaluation to target future exploration, including drilling
Golden Mile looks forward to updating investors as the Company’s exploration program progresses through the
2018-19 financial year.
References
1. ASX Announcement (G88), ‘’Quarterly Activities Report – September 2017”, 30 October 2017.
Competent Persons Statement
The information in this report that relates to Exploration Targets, Exploration Results, Mineral Resources or Ore
Reserves is based upon information compiled by Mr Timothy Putt, a Competent Person who is a Member of the
Australian Institute of Geoscientists. Mr Putt is previously a director of Golden Mile Resources Ltd. And currently
a consultant to the Company.
Mr Putt 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 ‘Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr
Putt consents to the inclusion in the report of the matter based on his information in the form and context in
which it appears.
Forward-Looking Statements
This document may include forward-looking statements. Forward-looking statements include, but are not limited
to, statements concerning Golden Mile Resources Ltd (ASX: G88) planned exploration program and other
statements that are not historical facts. When used in this document, the words such as "could," "plan,"
"estimate," "expect," "intend," "may”, "potential," "should," and similar expressions are forward-looking
statements. Although Golden Mile Resources Ltd (ASX: G88) believes that its expectations reflected in these
forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance
can be given that actual results will be consistent with these forward-looking statements.
11
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Directors of Golden Mile Resources Limited (the “Company”) submit herewith the Annual Report on the
Company for the financial year ended 30 June 2018. The Company was incorporated on 30 August 2016.
To comply with the provisions of the Corporations Act 2001, the Directors report as follows:
Directors
Details of the Directors of the Company in office at any time during or since the end of the financial year and at
the date of this report are:
Mr Rhoderick Grivas
Non-Executive Chairman (Appointed 30 March 2017)
Experience and qualifications: Rhoderick Grivas is a geologist with over 25 years of experience in the
resource industry, including 16 years of board experience on ASX listed
companies. Mr Grivas has held several director and management
positions with publicly listed mining and exploration companies, including
Managing Director of ASX and TSX listed gold miner Dioro Exploration
NL (ASX: DIO), where he oversaw the discovery and development of a
gold resource through feasibility to production. Mr Grivas has a strong
combination of equity market, M&A, commercial, strategic, and executive
management capabilities.
Other Directorships in listed
entities:
Former Directorships in listed
entities in last 3 years:
Andromeda Metals Limited (ASX: ADN, appointed 27 October 2017)
Canyon Resources Limited (appointed 11 December 2009, resigned 20
July 2016), Yojee Limited (appointed 30 April 2010, resigned 30 June
2016)
Interests in Shares and
options:
124,750 fully paid ordinary shares
750,000 share options exercisable at $0.30, expiring 19 June 2020
Mr Lachlan Reynolds
Managing Director (Appointed 23 September 2018)
Experience and qualifications Mr Reynolds has a strong geological background with more than 25 years
involvement in mineral exploration, project development and mining. Mr
Reynolds commenced his career at WMC Resources Ltd working on gold
and nickel opportunities in Western Australia, later being involved in the
Tampakan copper project in the Philippines and multi-commodity
Olympic Dam mine in South Australia. After 12 years with WMC, Mr
Reynolds accepted a position with OceanaGold Ltd in New Zealand
where he was involved with teams that successfully defined additional
gold resources and brought a number of open pit and underground
mining developments into production.
Over the past 10 years Mr Reynolds has served as an executive and
senior manager for a number of listed companies, including as Managing
Director of Energy Ventures Ltd where he oversaw development of the
Aurora uranium deposit in the USA. Prior to joining Golden Mile
Resources, Mr Reynolds held the position of VP Business Development
for TSX-listed Era Resources and most recently he has managed the
advancement of a diverse suite of mineral projects for various ASX-listed
junior exploration companies.
Other directorships in listed
entities
Former Directorships in listed
entities in last 3 years:
Interests in Shares and
options:
None
None
None
12
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Mr Phillip Grundy
Non-Executive Director (Appointed 8 December 2016)
Experience and qualifications Phillip Grundy is a partner at Moray & Agnew Lawyers, specialising in
Corporate law and Mergers & Acquisitions.
Phillip has acted as a legal advisor to many ASX-listed public companies
across a broad range of industry sectors. He has advised several
Australian and international companies in relation to ASX-listings, initial
public offerings, backdoor listings, capital raisings, corporate takeovers,
continuous
governance,
requirements,
Corporations Act and ASX Listings Rules compliance and general
commercial transactions.
disclosure
corporate
In addition, Phillip advises a number of international companies in relation
to inbound Australian investment, mergers and acquisitions, capital
raisings in the Australian market, and cross-border transactions.
Phillip holds a Masters of Laws (Commercial Law) from Monash
University, a Bachelor of Laws (Hons) and Bachelor of Arts from Deakin
University.
Other Directorships in listed
entities:
None
Former Directorships in listed
entities in last 3 years:
Broo Ltd (ASX: BEE, appointed 14 October 2016, resigned 2 March
2018)
Interests in shares and
options:
25,000 fully paid ordinary shares
166,666 share options exercisable at $0.30, expiring 19 June 2020
Mr Timothy Putt
Chief Executive Officer and Director (Appointed 1 December 2016,
resigned 22 September 2018)
Experience and qualifications Mr Putt has been an active member of the resources sector since the
early 1990s. His early experience was as a geologist in the Yilgarn Craton
of Western Australia. Mr Putt was involved in exploration, open pit and
underground mining - primarily within the gold sector but also involved in
exploration for nickel, VMS hosted copper-zinc mineralisation and
uranium.
Mr Putt became increasingly involved in corporate management & project
generation from 2005, with his expertise being lent to companies
successfully developing projects in Africa, Australia and the Pacific Basin.
He has also played a key role in several IPO's and maintains a network
of close contacts throughout the global financial sector.
Mr Putt is a Bachelor of Science with Honours (Geology) and is also a
Member of the Society of Economic Geologists and the Australian
Institute of Geoscientists.
Mr Putt resigned on 22 September 2018, and will remain working with the
Company until November 2018.
Other Directorships in listed
entities:
Former Directorships in listed
entities in last 3 years:
None
None
Interests in shares and
options:
10,000 fully paid ordinary shares
500,000 unissued ordinary shares granted as remuneration fully vested.
750,000 unissued ordinary share options granted as remuneration, fully
vested.
13
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Dr Koon Lip Choo
Non-Executive Director (Appointed 8 December 2016, resigned 23
August 2018)
:
Company Secretary
Mr J Stedwell
Experience and
qualifications:
Dr Koon Lip Choo was a founding director of the Company and resigned
from the Board on 23 August 2018. At the date of his resignation Dr Koon
Lip Choo held 7,508,888 fully paid ordinary shares, and 2,000,000
unlisted options exercisable at $0.30 expiring 19 June 2021.
Company Secretary
Justyn Stedwell is a professional Company Secretary, with over 9 years’
experience as a Company Secretary of ASX-listed companies in various
industries including biotechnology, agriculture, mining and exploration,
information technology and telecommunications.
Justyn’s qualifications include a Bachelor of Commerce (Economics and
Management) from Monash University, a Graduate Diploma of Accounting
at Deakin University and a Graduate Diploma in Applied Corporate
Governance at the Governance Institute of Australia.
He is currently Company Secretary at several ASX-listed companies,
including Axxis Technology Company (ASX: AYG), Motopia Ltd (ASX:
MOT), Rhinomed (ASX: RNO), Imugene Ltd (ASX: IMU), Australian Natural
Proteins Ltd (ASX: AYB), Rectifier Technologies Ltd (ASX: RFT), Lanka
Graphite Ltd (ASX: LGR), Broo Ltd (ASX: BEE) and WONHE Multimedia
Commerce Ltd (ASX: WMC).
Meeting of Directors
The following table sets out the number of meetings of the Company’s Directors during the year ended 30 June
2018 and the number of meetings attended by each Director.
DIRECTOR
Mr Timothy Putt
Mr Rhoderick Grivas
Mr Phillip Grundy
Mr Koon Lip Choo
Principal Activities
BOARD
MEETING
Held
8
8
8
8
Attended
8
8
8
8
The Company owns several resource tenements in Western Australia and are actively exploring the tenements
for gold, nickel and cobalt and related resources.
Operating Results and Financial Position
During the year, the Company made a loss $836,243 (2017: $412,719). The focus during the year was
exploration activities at the Quicksilver project in Western Australia, as well as maintaining and developing its
other areas of interest. These activities are detailed in the Review of Operations prior to the Directors’ Report.
During the year, the Company the Company spent $2,008,833 (2017: $82,280) on exploration activities and a
net $754,313 (2017: $316,873) on operational expenditure. As a result, the Company’s exploration assets are
recorded at $2,680,568 (2017: 575,350), with net assets at $4,073,085 (2017: 4,661,020). The Company’s
cash position at 30 June 2018 was $1,589,177 (2017: $4,439,575).
The conversion of share options raised $172,500 before listing costs.
Dividends
During the year, the Company did not pay, or propose to pay, any dividends.
14
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Significant Change in State of Affairs
During the year 575,000 share options were converted to ordinary shares at $0.30 per share, raising $172,500.
There are no other significant changes during the year.
After Balance Date Events
On 25 July 2018 the Company announced that it had successfully completed a placement of ordinary shares to
sophisticated and professional investors through Peak Asset Management. As a result, 4,999,976 ordinary
shares were issued at $0.30, raising $1,499,993 before costs.
The Company also issued 400,000 unlisted share options exercisable at $0.30 and expiring on 1 August 2021
to Mr Paul Frawley. These options were granted at the commencement of Mr Frawley’s service contract.
On 27 August 2018 the Company announced that it had appointed a Managing Director, Lachlan Reynolds, to
the Board, commencing 23 September 2018. The Company’s CEO, Tim Putt, resigned from the Board on 22
September 2018 and will remain at the Company until 23 November 2018 to transition the Company’s
management. It was also announced that Dr Koon Lip Choo had resigned from the Board.
On 24 September 2018 the Company issued 500,000 fully paid ordinary shares, and 750,000 unlisted share
options exercisable at $0.30 per option, expiring on 24 September 2021. These shares and options were
granted as part of Mr Putt’s employment contract.
Other than the matters noted above, the Board is not aware of any matter or circumstance not otherwise dealt
with in these financial statements that has significantly or may significantly affect the operation of the Company,
the results of those operations, or the state of affairs of the Company in subsequent financial years.
Future Developments
The Company’s strategic focus remains the development of the exploration assets in Western Australia. The
initial focus will be on the Quicksilver Nickel-Cobalt project, as well as the Ironstone Well and Leonora East
Gold Projects.
Indemnity and Insurance of Officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity
as a director or executive, for which they may be held personally liable, except where there is a lack of good
faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors
and officers of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract
of insurance prohibits disclosure of the nature of liability and the amount of the premium.
Indemnity and Insurance of Auditor
The Company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor. During the financial year, the Company
has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
Environmental Issues
The Company’s activities involve exploration activities on WA mining tenements and therefore would be subject
to the WA laws and regulations relating to such activities including environmental approvals as may be required
from time to time under the Mining Act 1978.
Shares under Option or Issued on Exercise of Options
At the date of this report the Company had 7,175,000 shares under option as follows: -
Grant Date
Date of expiry Exercise price
24/10/2016
18/04/2017
01/05/2017
31/10/2016(ii)
19/06/2017
19/06/2017
24/10/2020
14/06/2020
14/06/2020
24/10/2020
01/08/2021
24/09/2021
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
Number on
issue
4,000,000
1,433,334
916,666
425,000
400,000
750,000
Number
escrowed
4,000,000
1,433,334
916,666
-
-
-
Escrow date
19/06/2019
19/06/2019
19/06/2019
-
-
-
(i)
(ii)
Promoter share options were issued prior to listing.
Issued as part of contract to acquire exploration assets, agreement dated 31 October 2016.
15
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
No share options were granted or issued during the year. 1,150,000 share options were issued subsequent to
the year end to satisfy share-based payments granted to key management personnel subsequent to the
satisfaction of vesting conditions.
Share options do not provide the holder with the same rights as shareholders. Share options do not provide
the rights to participate in rights issues, dividends, or enable the holder to vote at General Meetings.
During the year 575,000 ordinary shares were issued upon the exercise of share options, all exercised as $0.30.
Proceedings on Behalf of the Company
No person has applied for leave of the Court under Section 327 of the Corporations Act 2001 to bring
proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the
purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company
was not a party to any proceedings during the year.
REMUNERATION REPORT (AUDITED)
The remuneration report, which has been audited, outlines the Director and executive remuneration
arrangements for the Company, in accordance with the requirements of the Corporations Act 2001 and its
Regulations.
A. Principles Used to Determine the Nature and Amount of Remuneration
The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the
Company must attract, motivate and retain highly skilled Directors and Executives. To that end, the Company
embodies the following principles in its remuneration framework:
Provide competitive rewards to attract high calibre executives;
Focus on creating sustained shareholder value;
Placing a portion of executive remuneration at risk, dependent upon meeting predetermined performance
benchmarks; and
Differentiation of individual rewards commensurate with contribution to overall results and according to
individual accountability, performance and potential.
The Board’s policy for determining the nature and amount of remuneration for Key Management Personnel
(“KMP”) for the Company is based on the following: -
- The remuneration policy is to be developed and approved by the Board after professional advice is sought
from independent external consultants (where applicable).
- All executive KMP receive a base salary (which is based on factors such as length of service and
experience), superannuation, fringe benefits and performance incentives, where appropriate.
- Performance incentives (in the form of a cash bonus) are generally only paid once predetermined key
performance indicators (KPIs) have been met.
- Apart from those detailed in this report no other share based/options incentives have been offered to KMP
during this reporting financial year.
- The Board, which also serves as the remuneration committee, reviews the remuneration packages
annually by reference to the Company’s performance, executive performance and comparable information
from industry sectors.
All remuneration paid to KMP is valued at the cost to the Company and expensed.
KMP or closely related parties of KMP are prohibited from entering hedge arrangements that would have the
effect of limiting the risk exposure relating to their remuneration. In addition, the Board’s remuneration policy
prohibits Directors and KMP from using the company’s shares as collateral in any financial transaction.
Engagement of remuneration consultants
During the year, the Company did not engage any remuneration consultants.
16
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Remuneration Structure
The structure of Non-Executive Director, Executive Director and Senior Manager remuneration is separate and
distinct.
Non-Executive Director Remuneration
The Board’s policy is to remunerate Non-Executive Directors at market rates for time, commitment and
responsibilities. The Board determines payments to the non-executive directors and reviews their remuneration
annually, based on market practice, duties and accountability. Independent external advice is sought when
required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to
approval by shareholders.
Each Director receives a fee for being a Director of the Company.
Senior Management and Executive Director Remuneration
The Company aims to reward Executives with a level and mix of remuneration commensurate with their position
and responsibilities within the Company to:
Reward Executives for company, business unit and individual performance against targets set by
reference to appropriate benchmarks;
Align the interests of Executives with those of shareholders;
Link reward with the strategic goals and performance of the Company;
Ensure total remuneration is competitive by market standards; and
Executive remuneration is designed to support the Company’s reward philosophies and to underpin the
Company’s growth strategy. The program comprises the following available components:
Fixed remuneration component; and
Variable remuneration component including cash bonuses paid.
Fixed Remuneration
The level of fixed remuneration is set to provide a base level of remuneration which is both appropriate to the
position and is competitive in the market. The fixed (primary) remuneration is provided in cash.
Variable Remuneration
The performance of KMP is measured against criteria agreed annually with each Executive. All bonuses and
incentives must be linked to predetermined performance criteria. The policy is designed to attract the highest
calibre of executives and reward them for performance results leading to long-term growth in shareholder
wealth.
The objective of the Short-Term Incentive (“STl”) program is to link the achievement of the Company’s
operational targets with the remuneration received by the executives charged with meeting those targets. The
total potential STI available is set at a level to provide sufficient incentive to achieve the operational targets and
such that the cost to the Company is reasonable.
Actual STI payments granted depend on the extent to which specific operating targets are met. The operational
targets consist of a number of Key Performance Indicators (KPIs) covering both financial and non-financial
measures of performance.
On an annual basis, the individual performance of each executive is rated and taken into account when
determining the amount, if any, of the short-term incentive pool allocated to each executive. The aggregate of
annual STI payments available for executives across the Company are usually delivered in the form of a cash
bonus.
17
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
B. Details of Remuneration
Details of the remuneration of the Directors, other key management personnel (defined as those who have the
authority and responsibility for planning, directing and controlling the major activities of the Company) are set
out in the tables on pages 19 and 20.
Key Management Personnel - Directors and Executives
The key management personnel (“KMP”) of the Company consisted of the following Directors and executives
during the year:
Non-Executive Directors
Rhoderick Grivas
Phillip Grundy
Dr Koon Lip Choo
Executive Director
Timothy Putt
Position
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Chief Executive Officer and Director
Other Key Management Personnel
Paul Frawley
Exploration Manager
Key Management Personnel – Service Agreements
Employment contracts – Timothy Putt
The key terms of the contract are as follows:
-
-
-
-
-
-
Position of CEO;
Salary of $170,000 per annum, plus pension and other benefits, increased to $220,000 in June 2018;
Upon completion of 12 months service Mr Putt shall receive 750,000 share options, which can be
exercised at $0.30 per share, with the option expiring 3 years after the date of issue. Share options have
vested and issued on 24 September 2018;
Upon completion of 12 months service Mr Putt shall receive 500,000 fully paid ordinary shares in the
Company. Shares have vested and issued on 24 September 2018;
Commenced on date that the Company admitted to the ASX, being 19 June 2017 with no fixed term; and
Notice that the agreement has been terminated by mutual consent has been provided and terminates on
23 November 2018.
Non-Executive Director Service Agreement – Rhoderick Grivas
The key terms of the contract are as follows:
Position of Non-Executive Chairman;
Salary of $50,000 per annum, inclusive of pension and other benefits, increased to $65,705 by Board
resolution in May 2018;
-
-
- Mr Grivas received 750,000 share options, which can be exercised at $0.30 per share, expiring 3 years
from the date of issue;
Commenced on date Company admitted to the ASX, being 19 June 2017 with no fixed term; and
Agreement can be terminated in writing by either party or by mutual consent.
-
-
Non-Executive Director Service Agreement – Phillip Grundy
The key terms of the contract are as follows:
Position of Non-Executive Director;
Salary of $40,000 per annum, inclusive of pension and other benefits;
-
-
- Mr Grundy received 166,666 share options, which can be exercised at $0.30 per share, expiring 3 years
from the date of issue;
Commenced on date Company admitted to the ASX, being 19 June 2017 with no fixed term; and
Agreement can be terminated in writing by either party or by mutual consent.
-
-
18
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Non-Executive Director Service Agreement – Koon Lip Choo
The key terms of the contract are as follows:
-
-
-
-
Position of Non-Executive Director;
Salary of $40,000 per annum, inclusive of pension and other benefits;
Commenced on date Company admitted to the ASX, being 19 June 2017 with no fixed term; and
Agreement was terminated by mutual consent on 23 August 2018.
-
-
Consultancy Agreement – Paul Frawley
The key terms of the contract are as follows:
Position of Exploration Manager;
Services to include analysing tenements and reporting on them to the Board, analysing prospective
mining and exploration acquisitions and reporting to the Board, preparing presentations for the Company
on its activities and tenements, assisting with developing, assessing and executing drilling and
exploration programs and other associated services;
Services to be provided and invoiced by Mr Frawley through his consulting company. The agreed rate is
$750 per day, increased to $850 per day at in June 2018;
Upon completion of 12 months service Mr Frawley shall receive 400,000 share options, which can be
exercised at $0.30 per share, expiring 3 years from the date of issue. Share options have vested and
have been issued on 1 August 2018;
Commenced on the date the Company was admitted to the ASX, being 19 June 2017 for one year; and
Agreement can be terminated in writing by either party or by mutual consent with 7 days’ notice.
-
-
-
-
Details of Remuneration for the year ended 30 June 2018
The individual remuneration for key management personnel of the Company during the year was as follows:
SHORT TERM EMPLOYMENT BENEFITS
Leave
Cash Salary
provision
and Fees
$
$
Cash
Bonus
POST
EMPLOYMENT
Superannuation
Contributions
$
EQUITY BASED
PAYMENTS
TOTAL
Shares
$
Options
$
$
Non – Executive
Directors
Rhoderick Grivas
Phillip Grundy
Koon Lip Choo
Sub-Total
Executive
Directors
Tim Putt
Sub-Total
Other KMP
Paul Frawley (i)
Sub-Total
Total
(i)
62,115
39,996
39,996
142,107
170,000
170,000
188,337
188,337
-
-
-
-
5,833
5,833
-
-
500,444
5,833
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16,150
16,150
41,644
41,644
-
-
-
-
25,236
25,236
12,972
12,972
62,115
39,996
39,996
142,107
258,863
258,863
201,309
201,309
16,150
41,644
38,208
602,279
Paul Frawley provided geological services billed through IGLS. Further expenses were charged by IGLS to the Company.
The amount billed was $94,003.
19
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Details of Remuneration for the period ended 30 June 2017
The individual remuneration for key management personnel of the Company during the period was as follows:
SHORT TERM EMPLOYMENT BENEFITS
Leave
Cash Salary
provision
and Fees
$
$
Cash
Bonus
POST
EMPLOYMENT
Superannuation
Contributions
$
EQUITY BASED
PAYMENTS
TOTAL
Shares
$
Options
$
$
Non – Executive
Directors
Rhoderick Grivas (i)
Phillip Grundy (i)
Koon Lip Choo (i)
Tamura Yoshiaki
Sub-Total
Executive
Directors
Tim Putt (ii)
Sub-Total
Other KMP
Paul Frawley (iii)
Sub-Total
Total
(i)
(ii)
5,834
4,666
4,666
3,000
18,166
76,100
76,100
34,850
34,850
129,116
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,356
8,356
-
-
30,300
6,733
-
-
37,033
5,064
5,064
3,188
3,188
36,134
11,399
4,666
3,000
55,199
89,520
89,520
38,038
38,038
8,356
45,285
182,757
Fees for non-executive directors were accrued at 30 June 2017 as the amounts were billed subsequent to the period end.
Mr Grundy’s fees were paid prior to 30 June.
Tim Putt’s fees were paid in relation to consulting fees paid prior to Mr Putt’s appointment as CEO and after his appointment
as a director. All fees were invoiced by Exploration and Mining Information Systems, the consultancy operated by Mr Putt.
$17,500 was capitalised during the period as it related to consulting fees for work completed on the Company’s tenements.
(iii)
Mr Frawley invoiced all fees via International Geological and Labour Services.
Bonuses included in remuneration
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed
remuneration
2018
At risk -
STI
At risk – LTI
Fixed
remuneration
At risk - STI
At risk – LTI
2017
Non-Executive
Directors
Rhoderick Grivas
Phillip Grundy
Koon Lip Choo
Tamura Yoshiaki
Executive
Directors
Timothy Putt
Other KMP
Paul Frawley
100%
100%
100%
-
74%
94%
-
-
-
-
-
-
-
-
-
-
26%
6%
16%
41%
100%
100%
85%
92%
-
-
-
-
-
-
84%
59%
-
-
15%
8%
20
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
C. Share Based Compensation
No share-based payments were granted during the current year.
No options previously issued to key management personnel were exercised or expired during the year.
D. Additional Information
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and
executives. The chosen method to achieve this aim is being a performance-based bonus based on KPIs. The
Company believes this policy will be effective in increasing shareholder’s wealth. The earnings of the Company
for the reporting periods to 30 June 2018 are summarised below, along with details that are considered to be
factors in shareholder returns:
Revenue
Net profit /(loss) after tax $
Share price at year end $
Net tangible assets per share $
30 June
2017
1,085
(412,719)
30 June
2018
47,508
(835,995)
0.18
0.08
0.45
0.03
E. Additional Information in relation to key management personnel shareholdings
Ordinary shares held in Golden Mile Resources Limited (number) 30 June 2018
Directors
Timothy Putt (i)
Rhoderick Grivas
Phillip Grundy
Koon Lip Choo
Balance 1
July 2017
885,000
40,000
25,000
7,500,000
Granted as
payment of
Remuneration
On-market
changes
Off-market
changes
Other
changes
Balance
30 June 2018
-
-
-
-
-
40,000
-
8,888
(375,000)
-
-
-
510,000
80,000
25,000
7,508,888
Other KMP
Paul Frawley
(i)
-
8,450,000
-
48,888
Opening and closing balance of shares held includes shares granted as payment of remuneration that have now vested
but have not yet been issued. The movement during the year related to shares held by Avenger Projects Ltd. Mr Putt
no longer holds an interest in Avenger and therefore no longer holds an interest in those shares.
-
(375,000)
-
8,123,888
-
-
-
-
-
-
-
-
-
-
Share options held in Golden Mile Resources Limited (number) 30 June 2018
Granted as
payment for
Remuneration
Options
converted Other changes
Balance 1
July 2017
Balance
30 June
2018
Vested
Directors
Timothy Putt (i)
Rhoderick
Grivas
Phillip Grundy
Koon Lip Choo
Other KMP
Paul Frawley
750,000
750,000
166,666
2,000,000
400,000
4,066,666
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
750,000
750,000
750,000
166,666
2,000,000
750,000
166,666
2,000,000
400,000
4,066,666
400,000
4,066,666
(i)
Mr Putt and Mr Frawley were granted share options in the 2017 year. These options have vested and issued subsequent
to the year end.
F. LOANS FROM KMP
There are no loans to or from KMP.
21
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
G. OTHER TRANSACTIONS WITH KMP
Other than the Key Management Personnel disclosures noted above, the following transactions were completed
with related parties during the year: -
Moray and Agnew (i)
IGLS (ii)
EMIS (iii)
Expenses
during
year
23,011
111,400
5,000
Balance
receivable
at 30 June
9,157
-
-
Balance
payable at
30 June
6,057
36,297
-
(i)
(ii)
(iii)
Phillip Grundy was a partner at Moray and Agnew. Moray & Agnew provided legal and consulting services
related to compliance matters. The balance outstanding at year end is outstanding invoices and $9,157 held
in a Trust Account by Moray & Agnew.
IGLS is a company owned and operated by Paul Frawley. In addition to payment for Mr Frawley’s services,
IGLS provided geological services and incurred costs which were billed to the Company during the year. The
balance at the end of the year is composed of unbilled charges for work completed, including Paul Frawley’s
contracted services.
EMIS is a company owned and operated by Tim Putt. EMIS provided geological services to the Company
during the year.
This concludes the remuneration report, which has been audited.
Non-Audit Services
During the year HLB Mann Judd, the Company’s auditor, has performed certain other services in addition to
their statutory duties. The Directors are satisfied that the provision of these non-audit services by the auditor
(or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence
for auditors imposed by the Corporations Act 2001. Details of amounts paid or payable are as follows:
Auditing the financial report
Non-audit services
- Tax compliance services
2018
$
32,189
9,000
41,189
2017
$
18,000
20,930
38,930
The Directors are of the opinion that the services as disclosed above do not compromise the external auditor’s
independence for the following reasons:
All non-audit services have been reviewed and approved by the Board to ensure that they do not impact
the integrity and objectivity of the auditor, and
None of the services undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants issued by the Accounting Profession and Ethical
Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or
decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing
economic risks and rewards.
Auditor’s Independence Declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001
is included at page 24 of the Annual Report.
Auditor
HLB Mann Judd continues in accordance with section 327 of the Corporations Act 2001. There are no officers
of the Company who are former audit partners of HLB Mann Judd.
Corporate Governance
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors
support the principles of Corporate Governance. The Company continued to follow best practice
recommendations as set out by the ASX Corporate Governance Council. Where the Company has not followed
best practice for any recommendation, explanation is given in the Corporate Governance Statement. The
22
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Company’s Corporate Governance
https://www.goldenmileresources.com.au/.
statement
is available on
the Company’s website at
Signed in accordance with a resolution of the Directors made pursuant to s.298 (2) of the Corporations Act
2001.
On behalf of the Directors
Mr R Grivas
Non-Executive Chairman
28 September 2018
23
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Golden Mile Resources Limited for the year
ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been no
contraventions of:
(a)
the auditor independence requirements as set out in the Corporations Act 2001 in relation to
the audit; and
(b)
any applicable code of professional conduct in relation to the audit.
HLB Mann Judd
Chartered Accountants
Melbourne
28 September 2018
Jude Lau
Partner
24 GOLDEN MILE RESOURCES LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Continuing operations
Interest income
Exploration expenditure
Cost of tenement relinquished
Directors’ fees and salaries and wages
General and administrative expenses
Corporate expenses
Other expenses
Loss before income tax
Income tax expense
Net Loss for the year
Other Comprehensive income/(loss)
Other comprehensive loss net of tax
Total comprehensive loss
Note
Year ended
30 June 2018
$
Period from
30 August
2016 to 30
June 2017
$
47,508
1,085
(55,080)
-
(400,970)
(142,995)
(252,011)
(32,695)
(836,243)
-
(836,243)
8(b)
8(b)
8
9
(79,673)
(4,712)
(127,219)
(34,280)
(148,119)
(19,801)
(412,719)
-
(412,719)
-
-
(836,243)
(412,719)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
14
14
(1.61)
(1.61)
(1.74)
(1.74)
The above statement should be read in conjunction with the accompanying notes.
25
GOLDEN MILE RESOURCES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018
STATEMENT OF FINANCIAL POSITION
Current Assets
Cash and cash equivalents
Trade and other receivables
Prepayment
Total Current Assets
Non-Current Assets
Exploration and evaluation assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Total current liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Accumulated losses
Reserves
Total Equity
Note
3(a)
4
2018
$
2017
$
1,589,177
87,795
47,341
4,439,575
29,669
5,949
1,724,313
4,475,193
2
2,680,568
575,350
2,680,568
575,350
4,404,881
5,050,543
5
6
7
325,963
5,833
331,796
389,523
-
389,523
331,796
389,523
4,073,085
4,661,020
5,108,718
(1,248,962)
213,329
4,073,085
4,910,592
(412,719)
163,147
4,661,020
The above statement should be read in conjunction with the accompanying notes.
26
GOLDEN MILE RESOURCES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
STATEMENT OF CHANGES IN EQUITY
At 30 August 2016
Loss for the period
Other comprehensive income
Total comprehensive loss for the
period
Transactions with owners in
their capacity as owners:
Issue of share options, net of costs
Share based payments
Issued capital
Reserves Accumulated
Total
$
$
losses
$
$
-
-
-
-
-
-
-
-
-
-
(412,719)
-
(412,719)
-
(412,719)
(412,719)
5
6
4,910,592
-
-
163,147
-
-
4,910,592
163,147
As at 30 June 2017
4,910,592
163,147
(412,719)
4,661,020
Issued capital Reserves Accumulated
Total
$
$
losses
$
$
At 1 July 2017
4,910,592
163,147
(412,719)
4,661,020
Loss for the year
Other comprehensive income
Total comprehensive loss for the
year
Transactions with owners in
their capacity as owners:
Issue of shares, net of costs
Share based payments
-
-
-
-
-
-
(836,243)
-
(836,243)
-
(836,243)
(836,243)
6
7
198,126
-
(29,670)
79,852
-
-
168,456
79,852
As at 30 June 2018
5,108,718
213,329
(1,248,962)
4,073,085
The above statement should be read in conjunction with the accompanying notes.
27
GOLDEN MILE RESOURCES LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
STATEMENT OF CASH FLOWS
Cash flows from operating activities
Payments to suppliers and employees
Interest received
Net cash used in operating activities
Cash flows from investing activities
Exploration and evaluation expenditure
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Cost of issuing shares
Net cash (used in) / provided by financing activities
Year ended
30 June 2018
Note
$
Period from
30 August
2016 to 30
June 2017
$
(801,821)
47,508
(754,313)
(317,958)
1,085
(316,873)
3(d)
(2,008,833)
(2,008,833)
(82,280)
(82,280)
172,500
(259,752)
(87,252)
5,099,982
(261,254)
4,838,728
Net (decrease) / increase in cash held
(2,850,398)
4,439,575
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the year
3(a)
4,439,575
1,589,177
-
4,439,575
The above statement should be read in conjunction with the accompanying notes.
28
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
1.
BASIS OF PREPARATION
These financial statements are general purpose financial statements that have been prepared in
accordance with Australian Accounting Standards, Australian Accounting Interpretations and the
Corporations Act 2001, as appropriate for-profit oriented entities.
The financial statements cover the Company for the year ended 30 June 2018. The Company is a
company limited by shares, incorporated and domiciled in Australia.
Except for the Statement of Cash Flows, the financial statements have been prepared on the accruals
basis.
The financial statements were authorised for issue by the Directors on 28 September 2018.
The Company’s principle activities are the exploration for and evaluation gold and other related resources
in Western Australia.
(a) Basis of Preparation of the Financial Statements
Compliance with IFRS
The financial statements comply with International Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards Board (IASB).
Historical Cost Convention
The financial statements have been prepared under the historical cost convention, modified where
appropriate by the measurement of fair value of selected non-current assets. All amounts are
presented in Australian dollars unless otherwise noted.
(b) Comparatives
The Company was incorporated on 30 August 2016 and, therefore, the comparative period covers
from 30 August 2016 to 30 June 2017. Where necessary, comparative information has been
reclassified and repositioned for consistency with current year disclosures.
(c) Going Concern
During the year the Company made losses of $836,243 and spent $2,763,146 on exploration and
corporate activities. At 30 June 2018 the Company had cash reserves of $1,589,177 and net
current assets, being current assets less current liabilities, of $1,392,517. Subsequent to the year
end the Company raised $1,409,993 from issuing ordinary shares, after costs.
Management has prepared cash flow forecasts incorporating the Company’s tenement
commitments and its exploration activity plans for the next 12 months. Based on these forecasts
the Company currently has sufficient funding to meet its expenditure commitments and debts as
and when they fall due up to September 2019.
Accordingly, the Directors have prepared the financial report on a going concern basis, which
contemplates continuity of normal business activities and the realisation of assets and the
settlement of liabilities in the ordinary course of business.
29
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
2.
EXPLORATION AND EVALUATION ASSETS
(a) Reconciliation of movements during year
Costs carried forward in respect of areas of interest
at cost
Exploration assets acquired during the year
Exploration and evaluation expenditure capitalised
during the year
Cost of Tenement relinquished
2018
$
575,350
-
2,105,218
-
2017
$
-
553,846
26,216
(4,712)
Costs carried forward in respect of areas of interest
2,680,568
575,350
(b) Significant Accounting Policies
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of
interest. These costs are only capitalised to the extent that they are expected to be recouped through
the successful development of the area or sale, or where exploration and evaluation activities in the
area have not yet reached a stage which permits reasonable assessment of the existence of
economically recoverable reserves and active and significant operations in, or in relation to, the area
of interest are continuing.
Accumulated costs in relation to an abandoned area are written off in full against profit/(loss) in the year
in which the decision to abandon the area is made. In addition, a provision is raised against exploration
and evaluation expenditure where the directors are of the opinion that the carried forward cost may not
be recoverable. Any such provision is charged against the results for the year.
When production commences, the accumulated costs for the relevant area of interest are amortised
over the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing
to carry forward costs in relation to that area of interest. Expenditure is not carried forward in respect
of any area of interest/mineral resource unless the Company’s rights of tenure to that area of interest
are current.
Costs of site restoration are provided over the life of the facility from when exploration commences and
are included in the costs of the relevant stage. Provisions are made for the estimated costs of
restoration relating to areas disturbed during the mines operation up to reporting date but not yet
rehabilitated. Site restoration costs include the dismantling and removal of mining plant, equipment and
building structures, waste removal and rehabilitation of the site in accordance with local laws and
relevant clauses of the mining permits. Such costs have been determined using estimates of future
costs, current legal requirements and technology on a discounted basis.
Any changes in the estimates of the costs are accounted for on a prospective basis. In determining
the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due
to community expectations and future legislation. Accordingly, the costs have been determined on the
basis that any restoration will be completed within one year of abandoning the site.
(c) Critical Judgements
The ultimate recoupment of capitalised expenditure in relation to each area of interest is dependent on
the successful development and commercial exploitation or, alternatively, sale of the respective
areas the results of which are still uncertain.
30
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
(d) Commitments for expenditure
To maintain current rights of tenure to the exploration tenements, the Company is required to meet the
minimum expenditure requirements of the Department of Mines and Petroleum. Minimum expenditure
commitments may otherwise be avoided by sale, farm out or relinquishment. These obligations are not
provided in the accounts. The Company has committed to spend a total of $1,703,329 over the years
of the granted permit areas in respect of these exploration programs. Expenditure commitment is for
the term of the permit renewal. The total commitment in relation to the permits is as follows: -
Expenditure commitments within 1 year
Expenditure commitments 2 – 5 years
Expenditure commitments over 5 years
3.
CASH AND CASH EQUIVALENTS
(a) Cash and cash equivalents
Cash at bank
Trust account
(b) Significant Accounting Policies
2018
$
589,409
1,113,920
-
2017
$
473,120
1,166,400
-
1,703,329
1,639,520
2018
$
1,580,020
9,157
2017
$
4,426,589
12,986
1,589,177
4,439,575
Cash and cash equivalents include cash on hand and at banks, short-term deposits with an original
maturity of three months or less held at call with financial institutions, and bank overdrafts.
(c) Financial Instrument Risk Management
The Company manages its exposure to key financial risks relating to cash and cash equivalents in
accordance with its financial risk management policy. The objective of the policy is to support the
delivery of the Company’s financial targets whilst protecting future financial security.
The main risks arising from cash and cash equivalents is interest rate risk. The Directors manage risk
by monitoring levels of exposure to interest rate and consider cash requirements in relation to ongoing
cash flow budgets.
Interest Rate Risk
Exposure to interest rate risk arises on financial instruments whereby a future change in interest rates
will affect future cash flows of variable rate financial instruments. At 30 June 2018, the Company had
variable rate deposits of $1,321,142 earning interest of 0.50% per annum. The risk attached to the
interest income for the year ended 30 June 2018 was not significant.
Credit Risk
The Company banks with Westpac and considers the bank’s credit worthiness appropriate to mitigate
credit risk associated to the bank deposits. Westpac’s credit rating is AA-. Credit risk is managed by the
Board in accordance with its policy. The Board is satisfied that banking with an institution with a AA-
credit rating sufficiently mitigates credit risk attached to cash deposits.
31
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Fair value
The fair value of the cash balances approximates fair value due to the short-term nature of the deposits.
(a) Reconciliation of operating cash flows to operating
result
Operating loss after income tax:
Share based payments
Exploration assets written off
Change in net operating assets and liabilities:
Increase in receivables
Increase in prepayments
Increase in trade and other payables relating to operating
expenditure
Increase in provisions
Net cash inflow/(outflow) from operating activities
4.
TRADE AND OTHER RECEIVABLES
GST recoverable
2018
$
2017
$
(836,243)
(412,719)
79,852
-
53,641
4,712
16,473
(41,392)
(29,669)
(5,949)
21,164
5,833
73,111
-
(754,313)
(316,873)
2018
$
87,795
2017
$
29,669
Amounts are recoverable from the ATO and credit risk is considered low. No risk management policy
implemented.
5.
TRADE AND OTHER PAYABLES
Trade payables
Accruals
2018
$
254,657
71,306
2017
$
27,444
362,079
325,963
389,523
(a) Significant Accounting Policies
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and
services provided to the Company prior to the end of the financial year that are unpaid and arise when
the Company becomes obliged to make future payments in respect of the purchase of these goods and
services.
(b) Financial Instrument Risk Management
The main risks arising from trade and other payables is liquidity risk. The Directors manage risk by
monitoring levels of obligations arising from liabilities and commitments and consider cash requirements
in relation to ongoing cash flow budgets.
Liquidity Risk
All payables are current and payable within 30 days. Accordingly, management has ensured that the
Company has sufficient cash resources to meet the liabilities as and when they are due.
6.
ISSUED CAPITAL
(a) Issued capital
2018
Ordinary shares – fully paid (no par value)
Number of
shares
52,400,001
$
2017
Number of
shares
$
5,108,718 51,825,001
4,910,592
32
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
(b) Reconciliation of issued capital
At 30 August 2016
Founder shares
Seed capital round 1
Seed capital round 2
Seed capital round 3
Acquisition of exploration and evaluation assets
Lead manager shares
Initial Public Offering
Cost of issuing equity
As at 30 June 2017
Options converted – 5 January 2018
Options converted – 23 April 2018
Transfer from options reserve upon exercise of
share options
Cost of issuing equity
As at 30 June 2018
(b) Significant Accounting Policies
Shares
issued
-
12,000,001
2,500,000
5,400,000
2,800,000
3,875,000
2,750,000
22,500,000
-
51,825,001
300,000
275,000
-
-
52,400,001
Price
$
-
0.02
0.05
0.10
0.10
0.10
0.20
-
0.30
0.30
-
-
$
-
-
50,000
270,000
280,000
387,500
275,000
4,500,000
(851,908)
4,910,592
90,000
82,500
29,670
(4,044)
5,108,718
Issued capital is recognised at the fair value of the consideration received by the Company. Any
transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction
of the share proceeds received. Ordinary share capital bears no special terms or conditions affecting
income or capital entitlements of the shareholders.
(c) Terms and conditions of issued capital
Ordinary shares
Fully paid ordinary shares carry one vote per share and carry rights to dividends.
Ordinary shareholders are entitled to participate in dividends and the proceeds on winding up of
the Company in proportion to the number of and amounts paid on the shares held. Every ordinary
shareholder present at a meeting in person or by proxy is entitled to one vote on a show of hands
or by poll.
At 30 June 2018, there were no partly paid shares outstanding. Ordinary shares have no par value.
The Company does not have a limit on number of shares authorised.
At 30 June 2018 there were 500,000 ordinary shares vested with executives as part of remuneration
packages that have not been issued.
Share options
Share options do not entitle the holder to participate in dividends and the proceeds on winding up of the
Company. The holder is not entitled to vote at General Meetings. During the year 575,000 unlisted
share options were converted to ordinary shares at an exercise price of $0.30 per share. As at 30 June
2018 there were 6,775,000 share options outstanding.
At 30 June 2018 there were 1,150,000 (2017: nil) share options that had vested with executives as part
of remuneration packages but had yet to be issued.
(d) Escrow
At 30 June 2018, there were 16,475,000 ordinary shares were in voluntary escrow until 19 June 2019
(2017: 9,250,000 escrowed to 24 October 2017, 600,000 escrowed until 20 April 2018 and 16,475,000
escrowed until 19 June 2019).
In addition, there were 6,350,000 share options in escrow until 19 June 2019 (6,350,000 share options
escrowed until 19 June 2019, 1,000,000 escrowed until 24 October 2017).
33
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
(e) Capital Management
The Company considers its capital to comprise its ordinary share capital and accumulated losses.
In managing its capital, the Company’s primary objective is to ensure its continued ability to provide
a consistent return for its equity shareholders through capital growth. To achieve this objective, the
Company seeks to maintain a gearing ratio that balances risks and returns at an acceptable level and
to maintain a sufficient funding base to enable the Company to meet its working capital and strategic
investment needs. During the exploration and evaluation phase of operations the Company does not
anticipate utilising any loan funding and will rely upon capital raisings.
(f) Share based payments
During the year, the Company did not enter into any share-based payment arrangements.
7.
RESERVES
2018
$
2017
$
Share based payment reserve
213,329
163,147
Movement in reserve
Opening balance
Acquisition of exploration and evaluation assets
Key Management Personnel payments - shares
Key Management Personnel payments – options
Lead Manager payments
Options converted during the year
(b)(i)
(b)(ii)
Closing balance
(a) Nature and Purpose of Reserves
2018
$
163,147
-
41,644
38,208
-
(29,670)
2017
$
-
51,600
8,356
45,285
57,906
-
213,329
163,147
Share based payment reserve
The reserve is used to record the value of equity instruments issued to employees and directors as part
of their remuneration, and other parties as part of compensation for their services.
(b) Share based payments
During the previous period, the Company entered into several agreements that included the issue of
Company share options in settlement of the Company’s obligations. The agreements noted below
impacted the current year result due to vesting conditions of the agreements. The details of the
payments were as follows:
(i) Key Management Personnel payments – shares
Per Tim Putt’s employment agreement 500,000 ordinary shares are to be issued upon the 1st
anniversary of the contract. The shares were valued at $0.10 per share and are expensed over
the vesting period. The expense recorded in the current year was $41,644 and the total expense
over the 2 periods was $50,000.
(ii) Key Management Personnel payments – options
Pursuant to Tim Putt’s employment contract 750,000 share options are to be issued upon the first
anniversary of the contract. The share options were valued at $0.0404 per share option using a
binomial model and expensed over the vesting period. The current year expense was $25,236 and
the total expense over the two periods was $30,300.
Pursuant to Paul Frawley’s service contract 400,000 share options are to be issued on the first
anniversary of the contract. The share options were valued at $0.0404 per share option using a
binomial model and expensed over the vesting period. The current year expense was $12,972,
and the total expense over the two periods was $16,160.
34
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Movements in share options during the year
Input
Tenement
options
Opening balance
Exercised during the year
Expired during the year
Outstanding at 30 June 2018
1,000,000
(575,000)
-
425,000
Exercisable at 30 June 2018
425,000
Exercisable at 30 June 2017
1,000,000
Key Management
Personnel Share
options
4,066,666
-
-
4,066,666
-
-
Lead manager
Share options
Founder share
options
1,433,334
-
-
1,433,334
2,000,000
-
-
2,000,000
-
-
-
Weighted average exercise price of share options at 30 June 2018 is $0.30, and the weighted average
expiration period is 801 days. 2,916,666 of the Key Management Personnel share options, all of the Lead
manager and all of the Founder share options are escrowed until June 2019. The remaining 1,150,000
Key Management Personnel share options were fully vested at 30 June 2018 but not issued until post
year end.
Option valuation inputs
Input
Grant date
Expiry date
Share price at grant date
Exercise price $
Risk free rate
Volatility
Fair value at grant date
$/option
Tenement
options
31/10/2016
24/10/2020
0.10
0.30
1.560%
100%
Key
Management
Personnel
Share options
(i)
24/10/2016
20/4/2020
0.00
0.30
1.560%
0%
Key
Management
Personnel
Share options
(ii)
1/5/2017
20/4/2020
0.10
0.30
1.560%
100%
Lead manager
Share options
18/4/2017
14/6/2020
0.10
0.30
1.560%
100%
0.0516
0.000
0.0404
0.0404
(i)
(ii)
Koon Lip Choo was issued options by the Company prior to the issue of seed capital and the raising of funds.
Share options were issued to Key Management Personnel upon appointment as part of their engagement agreements.
(c) Significant Accounting Policies - share based payments
Equity-settled share-based payments to employees and others providing similar services are
measured at the fair value of the equity instruments at the grant date.
The fair value determined at the grant date of the equity-settled share-based payments is expensed
on a straight-line basis over the vesting period, based on the Company's estimate of equity
instruments that will eventually vest, with a corresponding increase in equity. At the end of each
reporting period, the Company revises its estimate of the number of equity instruments expected to
vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such
that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the
equity-settled employee benefits reserve.
Equity-settled share-based payment transactions with parties other than employees are measured
at the fair value of the goods or services received, except where that fair value cannot be estimated
reliably, in which case they are measured at the fair value of the equity instruments granted,
measured at the date the entity obtains the goods or the counterparty renders the service.
For cash-settled share-based payments, a liability is recognised for the goods or services acquired,
measured initially at the fair value of the liability. At the end of each reporting period until the liability
is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes
in fair value recognised in profit or loss for the year.
35
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
8.
ITEMS INCLUDED IN PROFIT AND LOSS
(a)
Interest Income
Significant Accounting Policies
Interest revenue is recognised on a proportional basis taking into account the interest rates
applicable to the financial assets.
(b)
Items included in profit or loss
Included in profit or loss are the following specific items: -
Share based payments expense
Directors’ fees
Consultant’s fees
Payroll costs
Wages and salaries
Superannuation
Exploration expenses
2018
$
66,880
12,972
79,852
175,833
16,150
191,983
2017
$
50,453
3,188
53,641
-
-
-
During the year exploration and evaluation expenses incurred were expenses were general in
nature and not attributable to individual areas of interest.
General & administrative expenses
Audit, accounting and other professional fees
Insurance
Rent and office related costs
Subscriptions
Other expenses
Corporate expenses
Advertising
ASX fees
Consultants fees
Legal fees
Share registry fees
Other expenses
2018
$
71,189
30,756
31,266
3,174
6,610
142,995
23,245
37,195
142,269
26,930
7,699
14,673
252,011
2017
$
18,000
-
-
14,710
1,570
34,280
-
1,126
93,463
50,160
3,370
-
148,119
36
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
9.
INCOME TAX EXPENSE
(a) Income tax expense
Current tax expense
Deferred tax movements
(b) Reconciliation of income tax expense to
prima facie tax on accounting loss
Loss before income tax expense
Tax expense at Australian tax rate of 27.5%
Tax effect of amounts relating to
-
-
-
-
- Other
Share based payments
Exploration expenditure
Capitalised share issue costs
Adjustment re previous year losses
Unused deferred tax losses not recognised
Income Tax Expense
(c) Tax Losses
Unused tax losses for which no deferred tax asset
has been recognised
Potential tax benefit at 27.5%
2018
$
2017
$
-
-
-
-
-
-
(836,243)
(412,719)
(229,967)
(113,498)
21,959
(578,935)
(49,729)
(41,013)
(263)
(877,948)
14,751
(7,210)
-
-
4,950
(101,007)
877,948
-
101,007
-
3,559,835
367,298
978,955
101,007
The benefit of these losses has not been brought to account at 30 June 2018 because the directors
do not believe it is appropriate to regard realisation of the deferred tax asset as being probable at
30 June 2018. These tax losses are also subject to final determination by the Taxation authorities
when the Company derives taxable income. The benefits will only be realised if:
(a) The Company derives future assessable income of a nature and of an amount sufficient to
enable the benefit of the deduction for the losses to be realised;
(b) The Company continues to comply with the conditions for the deductibility imposed by law; and
(c) No changes in the tax legislation adversely affect the Company in realising the benefit of the
losses.
Australian tax losses are subject to further review by the Company to determine if they satisfy the
necessary legislative requirements under the Income Tax legislation for the carry forward and
recoupment of tax losses.
(d) Significant Accounting Policies
Current income tax expense is the tax payable on the current year’s taxable income based on the
applicable income tax rate adjusted by changes in deferred tax assets and liabilities.
Current income tax assets and/or liabilities comprise those obligations to, or claims from, the Australian
Taxation Office (ATO) and other fiscal authorities relating to the current or prior reporting years that are
unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in
the financial statements. Calculation of current tax is based on tax rates and tax laws that have been
enacted or substantively enacted by the end of the reporting year.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to
apply to their respective year of realisation, provided they are enacted or substantively enacted by the
end of the reporting year.
A balance sheet approach is adopted under which deferred tax assets and liabilities are recognised for
temporary differences between the tax bases of assets and liabilities and their carrying amounts in the
37
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
financial statements. No deferred tax asset or liability is recognised if it arose in a transaction, other than
a business combination, that at the time of the transaction did not affect either accounting or taxable profit
or loss.
Deferred tax assets are recognised for temporary differences and unused tax losses only when it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
10. RELATED PARTY DISCLOSURES
(a) Key Management Personnel Compensation
The aggregate compensation of the key management personnel of the Company is set out below:
Short term employment benefits (i)
Post-employment benefits
Share based payments
2018
$
506,277
16,150
79,852
602,279
2017
$
129,116
-
53,641
182,757
(i)
Fees of $188,337 were capitalised into exploration expenditure during the year, as the fees were paid out in relation to
consulting work completed on tenements.
Refer to the Remuneration Report in the Director’s Report for detailed compensation disclosures on key
management personnel.
(b) Director related entities
During the year, the Company entered into the following arrangements and transactions with entities
related to directors: -
- The Company engaged Moray & Agnew in providing legal services during the year. Phillip Grundy
is a partner of Moray & Agnew. Legal expenses of $23,011 were incurred during the year for general
legal services. $6,057 was unpaid at the year end. In the previous period the Company incurred
expenses of $1,253 for general legal services and $52,223 for IPO related services, with $1,378
unpaid at 30 June 2017. In addition, Moray & Agnew holds a Trust Account on behalf of the
Company, with a balance at 30 June 2018 of $9,157 (2017: $12,986)
-
-
In the prior period the Company engaged Pointon Partners in providing legal services during the
period. Until 28 February 2017, Phillip Grundy was a partner of Pointon Partners. During that period,
the Company incurred expenses of $48,208 for legal services and $20,777 for IPO related services.
IGLS, a company owned and operated by Paul Frawley provided geological services during the year
to the company. Other than the amounts contracted for Paul Frawley and disclosed as Key
Management Personnel remuneration, the Company incurred expenses of $111,400 in relation to
these services. At 30 June 2018 $36,297 (2017: $nil) was payable for services rendered by IGLS.
- EMIS is a company Tim Putt owned and operated. During the year the Company used the services
of EMIS to provide geological services, amounting to $5,000. During the previous period Tim Putt’s
fees were paid through EMIS. At 30 June 2017 fees of $29,050 were outstanding.
- During the prior period, commission was paid to Koon Lip Choo in relation to the final round of capital
raising in relation to the IPO for $35,400.
-
In the prior period the Company acquired tenement assets from Gambit Metals Pty Ltd, a company
whose parent entity is Avenger Projects Ltd. Timothy Putt was a director of Avenger Projects Ltd.
The terms of the acquisition involved payment of $30,000 and the issue of 375,000 ordinary shares
in the Company. During the current year, Timothy Putt resigned as a director of Avenger Projects
Ltd.
38
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
11. REMUNERATION OF AUDITORS
Remuneration for audit and review of the financial reports of the Company:
Auditors of the Company:
Auditing the financial report (a)
Non-audit services (b)
2018
$
32,189
9,000
41,189
2017
$
18,000
20,930
38,930
(a) HLB Mann Judd (“HLB”) are the auditors of Golden Mile Resources Limited.
(b)
It is the Company’s policy to engage HLB on assignments additional to their statutory audit
duties where HLB’s expertise and experience with the Company are important. During the year,
the Company engaged HLB in providing services in relation to tax compliance.
12. COMMITMENTS FOR EXPENDITURE
(a) Capital Commitments
Other than the exploration commitments set out in note 2(d) the Company has no other capital
commitments.
(b) Finance Lease
There are no commitments relating to finance leases.
(c) Operating leases
The Company has entered a rental lease for the period of 6 months, until 31 December 2018. Rent is
set at $1,295 per month and a car park space of $499 per month, providing a commitment of $10,764.
(d) Significant Accounting policies
Operating lease payments are charged to the statement of profit or loss and other comprehensive income
in the years in which they are incurred, as this represents the pattern of the benefits derived from the
leased assets.
13. SEGMENT INFORMATION
The Company has adopted AASB 8 Operating Segments whereby segment information is presented
using a ‘management approach’. Management has determined the operating segments based on
the reports reviewed by the Board of Directors that are used to make strategic decisions. The
principal business and geographical segment of the Company is mineral exploration within Western
Australia.
The Board of Directors review internal management reports at regular intervals that are consistent
with the information provided in the statement of profit or loss and other comprehensive income,
statement of financial position and statement of cash flows. As a result, no reconciliation is required
because the information as presented is what is used by the Board of Directors to make strategic
decisions including assessing performance and in determining allocation of resources.
39
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
14. LOSS PER SHARE
Basic loss per share
Diluted loss per share
Net loss from continuing operations attributable to the owners of
Golden Mile Resources Ltd used in calculation of basic and diluted
earnings per share.
Basic
Weighted average number of ordinary shares outstanding during the
year used in the calculation of basic loss per share
Diluted
Weighted average number of ordinary shares and convertible
redeemable cumulative preference shares outstanding and
performance rights during the year used in the calculation of basic
loss per share
2018
CENTS
2017
CENTS
1.61
1.61
$
1.74
1.74
$
(836,243)
(412,719)
Number
Number
52,020,891
23,762,183
52,020,891
23,762,183
The Company made losses during the current and comparative years and, consequently, there is no
dilutive in effect.
15. DIVIDENDS
No dividends were proposed or paid during the year.
16. EVENTS OCCURRING AFTER REPORTING DATE
On 25 July 2018 the Company announced that it had successfully completed a placement of ordinary
shares to sophisticated and professional investors through Peak Asset Management. As a result,
4,999,976 ordinary shares were issued at $0.30, raising $1,499,993 before costs.
The Company also issued 400,000 unlisted share options exercisable at $0.30 and expiring on 1 August
2021 to Mr Paul Frawley. These options were granted at the commencement of Mr Frawley’s service
contract.
On 27 August 2018 the Company announced that it had appointed a Managing Director, Lachlan
Reynolds, to the Board, commencing 23 September 2018. The Company’s CEO, Tim Putt, resigned from
the Board on 22 September 2018 and will remain at the Company until 23 November 2018 to transition
the Company’s management. It was also announced that Dr Koon Lip Choo had resigned from the Board.
On 24 September 2018 the Company issued 500,000 fully paid ordinary shares, and 750,000 unlisted
share options exercisable at $0.30 per option, expiring on 24 September 2021. These shares and options
were granted as part of Mr Putt’s employment contract.
The Board is not aware of any other matter or circumstance not otherwise dealt with in these financial
statements that has significantly or may significantly affect the operation of the Company, the results of
those operations, or the state of affairs of the Company in subsequent financial years.
17. CONTINGENT LIABILITIES
There are no other matters which the Company considers would result in a contingent liability as at the
date of this report.
40
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
18
FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES
Classification
The Company classifies its financial instruments based on the purpose for which the instruments were
acquired. Management determines the classification of its financial instruments at the time of initial
recognition. The Company’s principal financial instruments comprise receivables, payables, cash and
short-term deposits.
At the reporting date, the Company’s financial instruments were classified within the following categories.
Cash and cash equivalents
See note 3.
Financial Liabilities
Financial liabilities include trade payables, other creditors and loans from third parties including inter-
company balances and loans from or other amounts due to Director-related entities.
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principle
payments and amortisation.
Financial Risk Management
The Company manages its exposure to key financial risks, including interest rate and currency risk in
accordance with the Company’s financial risk management policy. The objective of the policy is to support
the delivery of the Company’s financial targets whilst protecting future financial security.
The main risks arising from the Company’s financial instruments are interest rate risk, foreign currency
risk, price risk, credit risk and liquidity risk. The Company uses different methods to measure and manage
different types of risk to which it is exposed. These include monitoring levels of exposure to interest rate
and foreign exchange risk and assessments of market forecasts for interest rate, foreign exchange and
commodity prices. Aging analysis and monitoring of specific credit allowances are undertaken to manage
credit risk, liquidity risk is monitored through the development of future rolling cash flow forecasts.
The Board reviews and agrees policies for managing each of these risks as summarised below.
Primary responsibility for identification and control of financial risks rests with the Board of Directors (‘the
Board’). The Board reviews and agrees policies for managing each of the risks identified below, including
interest rate risk, credit allowances, and future cash flow forecast projections. The company does not
hedge its risks.
The carrying amounts and net fair values of the Company’s financial assets and liabilities at balance date
are:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Non-Traded Financial Assets
Financial Liabilities at
amortised cost
Trade and other payables
Non-Traded Financial Liabilities
2018
CARRYING
AMOUNT
FAIR
VALUE
2017
CARRYING
AMOUNT
$
FAIR
VALUE
$
1,589,177
-
1,589,177
1,589,177
-
1,589,177
4,439,575
-
4,439,575
4,439,575
-
4,439,575
325,963
325,963
325,963
325,963
389,523
389,523
389,523
389,523
41
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Risk Exposures and Responses
Interest Rate Risk
Exposure to interest rate risk arises on financial instruments whereby a future change in interest rates
will affect future cash flows or the fair value of the fixed rate financial instruments. The Company is also
exposed to earnings volatility on floating rate instruments. At balance date, the Company’s exposure to
interest rate risk was wholly related to cash and cash equivalents and is discussed in note 3.
Interest rate risk is managed by monitoring the level of floating rate which the Group is able to secure. It
is the policy of the Group to keep the majority of its cash in accounts with floating interest rates.
Sensitivity Analysis
During the current year the interest received was $47,508. The directors do not consider this material to
the result or the overall financial statements and have not carried out a sensitivity analysis.
Foreign Exchange Risk
The Company is not exposed to foreign exchange risk.
Liquidity Risk
Liquidity Risk is the risk that the Company, although balance sheet solvent, cannot meet or generate
sufficient cash resources to meet its payment obligations in full as they fall due, or can only do so at
materially disadvantageous terms. The Company’s liquidity risk relates to its trade and other payables.
All payables are due within 3 months of the year end.
The Board manages liquidity risk by maintaining adequate reserves and by continuously monitoring
forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
Credit Risk
Credit risk arises from the financial assets of the Company, which comprise cash and cash equivalents
and trade and other receivables. The Company’s exposure to credit risk arises from potential default of
the counter party, with maximum exposure equal to the carrying amount of these instruments. Exposure
at balance date in relation to cash and cash and cash equivalents is discussed in note 3. There is no
exposure in relation to trade and other receivables as the balance relates to GST recoverable, which is
not a financial instrument, and the counter-party is the Australian Tax Office.
Fair Value
The Company does not carry any of its financial assets at fair value after initial recognition.
19. APPLICABLE ACCOUNTING STANDARDS
(a) New, Revised or Amending Accounting Standards and Interpretations Adopted
The Company has adopted all of the new and revised Standards and Interpretations issued by the
Australian Accounting Standards Board (“AASB”) that are relevant to its operations and effective
for the year.
(b) New, Revised or Amending Accounting Standards and Interpretations Not Yet Adopted
Certain new accounting standards, amendments to accounting standards and interpretations have
been published that are not yet mandatory for 30 June 2018 reporting year and have not been
early adopted by the Company. The major accounting standards that have not been early adopted
for the year ended 30 June 2018 but will be applicable to the Company in future reporting years,
are detailed below. Apart from these standards, the Company has considered other accounting
standards that will be applicable in future years, however they have been considered insignificant
to the Company.
AASB 9 ‘Financial Instruments’ includes requirements for the classification and
measurement of financial assets resulting from the first part of Phase 1 of the project to
replace AASB 139 ‘Financial Instruments: Recognition and Measurement’, which becomes
mandatory for the Company’s 30 June 2019 financial statements. The Company does not
42
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
have any financial instruments that would be materially impacted by the adoption of the
new standard but may have to amend its disclosures. The Company has decided not to
early adopt AASB 9.
AASB 15 establishes a comprehensive framework for determining whether, how much and
when revenue is recognised. It replaces existing revenue recognition guidance, including
IAS 18 ‘Revenue’, IAS 11 ‘Construction Contracts’, and IFRIC 13 ‘Customer Loyalty
Programmes’. IFRS 15 is effective for annual reporting years beginning on or after 1
January 2018, with early adoption permitted. The Company has decided not to early adopt
AASB 15 the Company has yet to generate any revenue and is unlikely to generate
revenue in the next year.
AASB 16 ‘Leases’ introduces a single lessee accounting model and requires a lessee to
recognise assets and liabilities for all leases with a term of more than 12 months, unless
the underlying asset is of low value. This standard becomes mandatory for the Company’s
31 December 2019 financial statements. The Company has decided not to early adopt
AASB 16. The Company’s lease arrangements are short term and the adoption of the
standard will not have a material impact on the results, balances or disclosures in the
financial report.
43
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ DECLARATION
DIRECTORS’ DECLARATION
1.
In the opinion of the Directors of Golden Mile Resources Limited (the “Company”):
(a)
The financial report of the Company is in accordance with the Corporations Act 2001, including:
i. Giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its
performance for the year ended on that date; and
ii. Complying with the Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements;
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable;
The financial statements and notes comply with International Financial Reporting Standards as issued by
the International Accounting Standards Board, as described in Note 1(a) to the financial statements; and
This declaration has been made after receiving the declarations required by section 295A of the
Corporations Act 2001 from the Chief Executive Officer for the financial year ended 30 June 2018.
2.
3.
Signed in accordance with a resolution of the Directors made pursuant to section 295(5) of the Corporations
Act 2001. This declaration is made in accordance with a resolution of the Directors.
Mr R Grivas
Non-Executive Chairman
28 September 2018
Melbourne
44
Independent Auditor’s Report to the Members of Golden Mile Resources Limited
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
Opinion
We have audited the financial report of Golden Mile Resources Limited (“the Company”) which
comprises the statement of financial position as at 30 June 2018, the statement of profit or loss and
other comprehensive income, the statement of changes in equity and the statement of cash flows for
the year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Company is in accordance with the
Corporations Act 2001, including:
a) giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its
financial performance for the year then ended; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We 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 Company 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 (“the Code”) that are relevant to our audit of the financial report in Australia. We have
also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has
been given to the directors of the Company, would be in the same terms if given to the directors as
at the time of this auditor’s report.
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.
45 Key Audit Matter
How our audit addressed the key audit matter
Carrying value of exploration and evaluation asset
Refer to Note 2 to the Financial Report
In accordance with AASB 6 Exploration for
and Evaluation of Mineral Resources (“AASB
6”),
the
for each of area of interest,
Company capitalises expenditure incurred in
the exploration for and evaluation of mineral
resources. These capitalised assets are
recorded using the cost model.
focussed on
Our audit
the Company’s
assessment of the carrying amount of the
capitalised exploration and evaluation asset,
because this is one of the significant assets
of the Company. There is a risk that the
capitalised expenditure no longer meets the
recognition criteria of AASB 6. In addition,
to assess
we considered
whether facts and circumstances existed to
suggest that the carrying amount of an
exploration and evaluation asset may exceed
its recoverable amount.
it necessary
Our procedures included but were not limited to:
the
capitalised
exploration
Testing
expenditures incurred in respect of
the
Company’s areas of interest by evaluating
supporting documentation for consistency to
the
the capitalisation
requirements of
Company’s accounting policies and
the
requirements of AASB 6;
We obtained an understanding of the key
processes associated with management’s
review of the exploration and evaluation
asset carrying values;
We considered the Directors’ assessment of
potential indicators of impairment;
We obtained evidence that the Company has
current rights to tenure of its areas of
interest;
We examined the exploration budget for
2019 and discussed with management the
nature of planned ongoing activities;
We enquired with management, reviewed
ASX announcements and minutes of
Directors’ meetings to ensure that the
company had not decided to discontinue
exploration and evaluation at its areas of
interest; and
We examined the disclosures made in the
financial report.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s annual report for the year ended 30 June 2018, but does not
include the financial report and our 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.
46 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.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due
to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the
Company 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 Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this 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 the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’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 Company’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 Company to cease to continue as a going concern.
47
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
We 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, related
safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 16 to 22 of the directors’ report for the
year ended 30 June 2018.
In our opinion, the Remuneration Report of Golden Mile Resources Limited for the year ended 30
June 2018 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.
HLB Mann Judd
Chartered Accountants
Melbourne
28 September 2018
Jude Lau
Partner
48 GOLDEN MILE RESOURCES LIMITED
SHAREHOLDER INFORMATION
SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 24 September 2018.
A.
Distribution of Equity Securities
Analysis of numbers of equity security holders by size of holding:
SPREAD OF HOLDINGS
NUMBER OF
HOLDERS
NUMBER OF
UNITS
% OF TOTAL
ISSUED CAPITAL
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
TOTAL
112
278
184
412
69
68,857
757,961
1,526,809
14,015,453
41,030,897
0.12%
1.32%
2.66%
24.42%
71.48%
1,055
57,399,977
100.00%
Based on the price per security, number of holders with an unmarketable holding: , with total, amounting to %
of Issued Capital.
B.
Distribution of Equity Securities – Share Options
Analysis of numbers of equity security holders by size of holding:
SPREAD OF HOLDINGS
NUMBER OF
HOLDERS
NUMBER OF
UNITS
% OF TOTAL
SHARE OPTIONS
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
TOTAL
-
-
-
12
7
19
-
-
-
613,334
6,561,666
-
-
-
8.55%
91.45%
7,175,000
100.00%
C.
Equity Security Holders
Twenty largest quoted equity security holders.
The names of the twenty largest holders of quoted equity securities are listed below:
NAME
CHOO KOON LIP
INTERNATIONAL ENERGY EQUITY LIMITED
BNP PARIBAS NOMINEES PTY LTD
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