GOLDEN MILE RESOURCES LIMITED
ABN 35 614 538 402
Annual Report for the Year Ended
30 June 2019
GOLDEN MILE RESOURCES LIMITED
TABLE OF CONTENTS
Table of Contents
REVIEW OF OPERATIONS ................................................................................................................................ 1
DIRECTORS’ REPORT ..................................................................................................................................... 27
AUDITOR'S INDEPENDENCE DECLARATION ............................................................................................... 39
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ......................................... 40
STATEMENT OF FINANCIAL POSITION ......................................................................................................... 41
STATEMENT OF CHANGES IN EQUITY ......................................................................................................... 42
STATEMENT OF CASH FLOWS ...................................................................................................................... 43
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS ....................................................... 44
DIRECTORS’ DECLARATION .......................................................................................................................... 61
INDEPENDENT AUDITORS’ REPORT ............................................................................................................ 62
SHAREHOLDER INFORMATION ..................................................................................................................... 65
CORPORATE DIRECTORY .............................................................................................................................. 68
GOLDEN MILE RESOURCES LIMITED
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REVIEW OF OPERATIONS
Golden Mile Resources (ASX: G88) (“Golden Mile” or “Company”) is pleased to report on the Company’s
activities for the annual period ended 30 June 2019. Golden Mile’s work program has included both its nickel-
cobalt and gold projects, with a focus on the Quicksilver nickel-cobalt project in the South West Mineral Field
and Leonora East gold project in the North-Eastern Goldfields of Western Australia (Figure 1). The Company
has recently acquired the Yuinmery Gold Project.
Figure 1 – Golden Mile’s project locations in Western Australia.
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1. Leonora East Gold Project
The Company’s Leonora East Project comprises two main blocks of tenements, over the Monarch Gold Trend
(‘MGT’) in the north and the Benalla Gold Trend (‘BGT’) in the south, which is adjacent to the Company’s Minara
Project area (Figure 2). The tenement blocks are approximately 50 km to the northeast and 30 km to the east
of Leonora, respectively.
Figure 2 – Golden Mile’s project areas in the North-Eastern Goldfields of Western Australia.
The Leonora East Project area is adjacent to the Mertondale Project, where Kin Mining Limited (ASX:KIN) have
defined a number of gold deposits with a total Measured, Indicated and Inferred Mineral Resources of 18.2 Mt
@ 1.44 g/t gold for 841,000 oz of contained gold (refer to KIN ASX announcement dated 30 August 2019 “Pre-
Feasibility Study and Updated Ore Reserve for Cardinia Gold Project”). The northern part of the MGT lies
immediately to the east of the Redcliffe Project where NTM Gold Limited (ASX:NTM) have also recently
identified multiple new zones of gold mineralisation and have defined an Indicated and Inferred Mineral
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Resource of 12.53 Mt @1.34 g/t Au for 537.9 koz of gold (refer to NTM ASX Announcement dated 13 June
2018 “Redcliffe Resource up 94% to 538 koz”).
Previous exploration by Golden Mile on the Leonora East Project has shown that the tenement areas over the
MGT and BGT contain numerous historical workings. Rock chip sampling and prospecting records indicate that
the area is prospective for greenstone-hosted gold mineralisation over a significant strike length. An exploration
program has been prepared for the Project area and programs of auger drilling have been completed during the
reporting period.
1.1 Monarch Gold Trend
The Monarch Gold Trend (‘MGT’) covers the eastern part of the Mertondale Shear Zone along a granite-
greenstone contact that is interpreted to represent a poorly tested but extensive gold bearing structure extending
over more than 15 km of strike (Figure 4). Previous work by the Company on the MGT has included mapping
and prospecting, which has identified an extensive gold mineralised trend characterised by shearing and faulting
and featuring high-grade gold and a large number of historical gold workings. Most of these gold occurrences
have not previously been recorded, surveyed or explored utilising modern exploration techniques.
In early 2019 the Company completed an extensive auger sampling program over the MGT. The auger sampling
program consisted of 799 shallow, vertical auger holes on a nominal 400 m x 100 m spaced grid, completed
using a 4WD-mounted auger drill rig (Figure 3). Each hole was 0.5-1.7 m deep and a sample was collected at
the end of hole for analysis by a multi-element assay method.
Figure 3 – Auger drill rig on the Monarch Gold Trend, January 2019.
Sampling has outlined coherent gold anomalism stretching over approximately 11 kilometres of strike,
confirming that the MGT contains a significant gold mineralised system and verifying the exploration potential
for discovery of significant gold deposit within the Company’s tenement area.
Preliminary evaluation indicates that the anomalies may show several discrete, north-northwest trending linear
zones of gold mineralisation within the overall MGT which covers a prospective granite-greenstone contact. All
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of these anomalies have a strike length and grade continuity that is similar to known gold deposits located
further to the west within the Mertondale shear zone.
Figure 4 – Location diagram of the Monarch Gold Trend on the Company’s Leonora East Project
Results show widespread, coherent near-surface gold anomalism (Figure 5) located over mafic greenstone
rocks west of a granitoid contact interpreted from both regional aerial magnetic survey data and geological
mapping. The gold anomalies extend over at least 11 km of strike within the MGT, broadly interpreted as two
separate areas separated by a section of about 1 km with only low-level results.
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Figure 5 – Results of Golden Mile’s auger sampling showing the distribution of gold anomalies along the Monarch Gold
Trend.
Infill sampling was subsequently completed on a more closely-spaced grid in order to refine the location,
orientation and continuity of the geochemical anomalies in several key areas. A total of 784 infill auger drill
holes were completed, bringing the sample spacing down to a nominal 100 by 100 m grid size (Figure 6). Results
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show that infill has significantly refined the known anomalies (Figure 7), allowing the Company to review their
priority and providing a better understanding of the geological controls on gold mineralisation along the MGT.
A number of high priority anomalies have been identified for drill testing.
Geochemical analysis of the anomalies indicates that the regional controls on the distribution of the gold
anomalies are related to mineralised structures and a prominent north-south trending granite – greenstone
contact. The anomalies are hosted within a distinct basaltic rock-type and have been locally dissected by local
alluvial channels, suggesting that the mineralised trends may continue beneath the channels.
Figure 6 – Location of Golden Mile’s original auger
sampling (nominal 400 x 100m grid) and infill auger
samples (nominal 100 x 100m grid) over the Monarch Gold
Trend.
Figure 7 – Results of Golden Mile’s original and infill auger
sampling (gridded Au ppb) showing the distribution of the
interpreted gold anomalies along the Monarch Gold Trend.
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1.2 Benalla Gold Trend
The BGT is located approximately 40 km to the east of Leonora covering the eastern part of the Mertondale
Shear Zone and greenstone units of the Benalla anticline (Figure 8). The BGT is located approximately 10 km
to the south of the MGT (see above).
Limited systematic exploration has been completed on the Company’s tenements. Historical exploration to date
over the BGT area has included prospecting, localised surface soil and rockchip sampling, with very limited
aircore drilling follow up on selected targets. This work has identified a number of significant gold occurrences
and geochemical anomalies that required confirmation and further definition with a systematic geochemical
sampling survey.
Figure 8 – Regional geology map and location diagram of the Benalla Gold Trend on the Company’s
Leonora East Gold Project
During the reporting period the company has completed and auger sampling program that consisted of 854
shallow, vertical auger holes (Figure 9) on a nominal 400 m x 100 m spaced grid, completed using a 4WD-
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mounted auger drill rig. Each hole was 0.5-2.5 m deep and a sample was collected at the end of hole for
analysis by a multi-element assay method.
Figure 9 – Diagram showing the location of the completed auger sampling holes on the tenement area adjacent to the
Cardinia gold camp being developed by Kin Mining Ltd.
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Results show widespread, coherent near-surface gold anomalism (Figure 10 and 11). The gold anomalies
extend over at least 10 km of strike within the BGT, broadly interpreted as being associated with a series of
northwest to northeast trending mineralised structures in the bedrock.
These anomalies confirm the Company’s interpretation that the BGT contains a significant gold mineralised
system. Moreover, the scale of the anomalies is sufficient to potentially indicate the presence of a significant
gold deposit.
Figure 10 – Results of Golden Mile’s auger sampling
(gridded Au values) showing the distribution of gold
anomalies in the southern part the Benalla Gold Trend.
Figure 11 – Results of Golden Mile’s auger sampling
(gridded Au values) showing the distribution of gold
anomalies in the northern part of the Benalla Gold Trend.
2.3 Further Work
The gold anomalies identified by the auger sampling on the MGT and BGT have a scale and coherence that
indicate the presence of a significant gold mineralised system. The Company is planning extensive follow-up
exploration including aircore or RC percussion drill testing of key target areas.
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2. Quicksilver Nickel-Cobalt Project
The Quicksilver Nickel-Cobalt Project is located near the wheatbelt town of Pingaring in the South West Mineral
Field of Western Australia, approximately 280 km southeast of Perth (Figure 12). The Project comprises one
granted exploration license (E70/4641) and one granted prospecting license (P70/1723) that are 100% owned
by the Company and collectively cover a total area of 51.13 km2.
The Project tenements cover approximately 15 kilometres of prospective mafic-ultramafic greenstone
stratigraphy that is primarily located on privately owned farmland in an area with excellent local infrastructure,
including easy access to grid power, sealed roads and a railway line to key ports.
Figure 12 – Quicksilver Project location.
Golden Mile has completed systematic drill testing with aircore and reverse circulation (RC) percussion drilling
that has defined an extensive lateritic nickel-cobalt deposit at the Garard’s Prospect (Figure 13). During the
reporting period a maiden resource estimate was completed for the nickel-cobalt deposit and metallurgical
testwork was initiated.
The project is also considered prospective for sulphide nickel mineralisation. Exploration drilling was
undertaken during the reporting period to test a number of ‘Category 1’ geophysical conductors identified by
ground electromagnetic (EM) surveys north of the Garard’s Prospect.
2.1 Garard’s Prospect
The Garard’s Prospect is located in the southern Quicksilver Project area and covers over 3 kilometres of strike.
Reverse circulation (RC) percussion and aircore drilling programs previously completed by the Company have
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been highly successful and delineated an extensive zone of near surface lateritic nickel-cobalt mineralisation.
Further evaluation of the nickel-cobalt deposit continued during the reporting period.
Figure 13 – Quicksilver Project tenements shown over a surface image
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2.1.1 Diamond Drilling
Three shallow, vertical diamond drill holes (QDD0001-3) were successfully completed at Garard’s prospect
(Figure 14) for a total of 247.9m of core drilling. All three holes were twins of existing RC percussion drill holes
and were principally designed to obtain representative core samples through the nickel-cobalt mineralisation so
that an accurate measurement of the rock density could be obtained for the forthcoming resource estimation for
the deposit.
These are the first diamond drill holes into the deposit and they have provided a valuable insight into the nature
of the weathering profile and its relationship to the nickel and cobalt mineralisation, which was required to assist
with resource estimation and metallurgical testwork (see below).
Figure 14 – Location of diamond drill holes completed at the Garard’s Prospect.
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2.1.2 Lithogeochemistry
The Company engaged Dr Nigel Brand of Geochemical Solutions Pty Ltd to undertake a lithogeochemical
assessment of the deposit at Garard’s. Dr Brand is a highly experienced geochemist and an expert in nickel
laterites.
The Company has compiled a comprehensive multi-element assay database suitable for mapping out different
rock types and to assess the key regolith domains which are important controls on the distribution of
mineralisation. A review of the assay data by Dr Brand has shown that the mineralisation is contained within
two main zones of the laterite, the Upper Saprolite and Lower Saprolite zones.
2.1.3 Resource Estimate
In October 2018 the Company commissioned Payne Geological Services Pty Ltd which completed a maiden
resource estimate for the deposit at Garard’s Prospect. The total Mineral Resource (see Table 1) for the deposit
is 26.3 million tonnes grading 0.64% nickel and 0.04% cobalt (using a cut-off grade >0.5% Ni or >0.05% Co).
The estimated resource contains approximately 168,500 tonnes of nickel and 11,300 tonnes of cobalt metal.
Nickel (“Ni”) and cobalt (“Co”) mineralisation is hosted within the weathering profile developed over interpreted
Archaean ultramafic rocks, which are within a metamorphosed granite/greenstone sequence. A nickel envelope
was interpreted using a 0.4% Ni cut-off. This provided a largely continuous horizon typically 20 m to 50 m in
thickness (Figure 15). A distinct zone of cobalt enrichment is also present in the deposit. A cobalt envelope was
interpreted using a 0.04% Co cut-off which defined a largely continuous blanket of mineralisation typically 5 m
to 15 m in thickness (Figure 16). The majority of the cobalt-rich blanket occurs within the upper part of the nickel
envelope however in places it extends above the nickel envelope (Figure 17).
The main Garard’s Prospect has a strike length of 2,000 m and is up to 700 m wide. The majority of
mineralisation is within 50 m of surface, with a maximum depth of 105 m. A second zone of nickel enrichment
has been delineated over a strike length of 700 m at the Garard’s South prospect. This zone remains open to
the south.
Table 1: Quicksilver November 2018 Mineral Resource estimate (>0.5% Ni or >0.05% Co cut-off)
Ni Domain
Class
High Ni
>0.5% Ni
Low Ni, High Co
<0.5% Ni, >0.05% Co
Total
>0.5% Ni or >0.05% Co
Indicated
Inferred
Sub Total
Indicated
Inferred
Sub Total
Indicated
Inferred
Sub Total
Tonnes
Mt
4.1
19.0
23.1
0.3
2.8
3.1
4.4
21.9
26.3
Ni
%
0.75
0.67
0.68
0.42
0.35
0.35
0.72
0.63
0.64
Co
%
0.047
0.037
0.039
0.077
0.075
0.076
0.049
0.042
0.043
Ni Metal
Tonnes
30,600
126,800
157,300
1,300
10,000
11,100
31,900
136,600
168,500
Co Metal
Tonnes
1,900
7,000
9,000
200
2,100
2,400
2,100
9,100
11,300
(Rounding discrepancies may occur in summary tables)
The deposit was delineated by Golden Mile with air core (“AC”), reverse circulation (“RC”) and diamond drilling
(“DD”) completed in 2017 and 2018. The Mineral Resource is defined by a total of 111 drill holes for 9,048 m.
The Mineral Resources have been classified as Indicated and Inferred Mineral Resources in accordance with
the JORC Code, 2012 Edition and are shown in Table 1. This table represents the total deposit and is reported
using a cut-off grade of > 0.5% Ni or > 0.05% Co.
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3.3 km
Garard’s Prospect
Figure 15 – Oblique 3D view of the Quicksilver Ni-Co deposit showing the 0.4% nickel envelope (view to the northeast).
Drill holes coloured by Ni%.
Garard’s South Prospect
1.7 km
Figure 16 – Oblique 3D view of the Quicksilver Ni-Co deposit showing the 0.04% cobalt envelope (view to the northeast).
Drill holes coloured by Co%.
1.1.4 Metallurgical Testwork
In December 2018 the Company initiated a preliminary metallurgical testwork program on nickel-cobalt
mineralised samples from the Garard’s Prospect. The metallurgical characterisation of this mineralisation is
required in order to assess the strategy for the future exploration and development of the deposit.
The Company has commissioned ALS Metallurgy to undertake the testwork, which is designed to provide
preliminary information on the leaching characteristics of the mineralisation. The scope of the testwork has been
developed in conjunction with Boyd Willis, an independent metallurgist with extensive expertise in the
processing of lateritic nickel deposits.
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Figure 17 – Schematic cross section of the Garard’s prospect along section line 6,371,200N showing simplified geological
zones based on lithogeochemical interpretation and geological logging.
Approximately 200 kg of mineralised material collected from RC percussion drilling samples has been supplied
to ALS Metallurgy in order to prepare representative composite samples for the testwork. These composites
reflect the two key mineralogical and geochemical zones that have been identified within the deposit and that
contain the bulk of the mineral resource.
Testwork completed by ALS Metallurgy comprised a bench-top scale program that included 1) atmospheric
leaching to assess recoveries of nickel and cobalt using sulfuric acid; 2) size-by-size analysis to assess the
potential effectiveness of screening and scrubbing of the mineralised material; and 3) settling tests.
Metallurgical testwork results show that good metal recoveries for an atmospheric leaching process were
achieved at comparatively low sulfuric acid doses. The results are considered to be very encouraging
considering they are derived from preliminary bench-scale testwork and have not been optimised.
The encouraging results of the preliminary metallurgical testwork gives Golden Mile further confidence that the
Quicksilver Project has potential to become a viable mining development, subject to the completion of the
necessary technical and economic evaluations. Accordingly, the Company intends to progress further
evaluation of the project to assess development options.
Further metallurgical testwork has been recommended to the Company to ensure that composite samples
representative of the global mineral resource are obtained, variability within the resource is evaluated, and
processing parameters are optimised. When appropriate, continuous leaching and/or large scale batch testing
is recommended to establish the parameters for a commercial operation.
2.2 Sulphide Exploration
Expert nickel exploration consultants, Newexco, were engaged to guide the Company’s exploration program for
nickel sulphide mineralisation. Previously completed surface electromagnetic (EM) surveys of the tenement
area allowed Newexco to identify and model a number of ‘Category 1’ EM conductors that were considered
prospective for sulphide mineralisation (Figure 18).
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2.2.1 Wyatt’s Prospect
The first geophysical target tested by the Company is the Wyatt’s Prospect, where RC percussion drilling
intersected semi-massive to massive sulphides. During the reporting period two deeper angled diamond drill
holes (QDD0004 and QDD0005) were subsequently completed at the Wyatt’s Prospect for a total of 441.4 m of
drilling.
The diamond drill holes both intersected a 6-8 metre wide zone of semi-massive to massive sulphides
dominated by pyrrhotite-pyrite mineralisation, with lesser chalcopyrite. This mineralisation coincides with the
modelled position of the EM anomaly and is interpreted to be its source. Assay results show that the sulphide
mineralisation in anomalous in copper but does not contain any significant nickel grades.
Figure 18 – Category 1 EM targets overlain on regional magnetic image.
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Figure 19 – Diamond drill rig at the Wyatt’s prospect.
Figure 20 – Massive sulphide mineralisation from hole QDD0004, length 15cm,
approximately 214 metres depth downhole
2.2.2 Other EM Targets
The Company subsequently completed a program of 3 RC percussion drill holes to test three other Category 1
conductor targets at the Baker’s, Rocky Dam and Railway Prospects (Figure 21). The drilling confirmed that the
EM anomalies are sourced by conductive sulphide mineralisation similar to that previously discovered at the
Wyatt’s Prospect.
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Figure 21 – RC percussion drill hole locations in the northern part of the Quicksilver Project area.
Zones of semi-massive to disseminated sulphide mineralisation was intersected in all three holes. The sulphides
are dominated by pyrrhotite-pyrite mineralisation with some chalcopyrite. No significant intersections were
identified from assay samples and the sulphides contain only weakly anomalous nickel and copper
mineralisation.
The Company has now competed drill testing of all the shallow Category 1 geophysical anomalies identified at
the Quicksilver Project. From a technical perspective it was important to determine the source of the conductors,
determine if there was any base mental mineralisation in the sulphide and validate the exploration model. The
sulphide zones intersected do not contain significant mineralisation and therefore no further follow-up drilling is
considered necessary.
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2.3 Further Work
The Company is progressively advancing technical studies of the deposit at Garard’s Prospect with the aim of
progressing to a scoping study level evaluation of the deposit. The completed resource estimate and
metallurgical testwork currently being undertaken by the Company, in conjunction with a thorough
understanding of the geology of the deposit, will be critical to determine the mining and processing options that
the Company will consider at this stage in the development of the project.
3. Yuinmery Gold Project
Post the reporting period the Company entered into a binding purchase agreement with Legend Resources Pty
Ltd (“Legend”) to acquire a 100% interest in the Yuinmery Gold Project (EL57/1043), located in the Youanmi
Gold Mining District of Western Australia (Figure 1). Recent prospecting on the ground has discovered a number
of large gold nuggets from previously unknown mineralised quartz veins, suggesting potential for high-grade
mineralisation similar to that reported at Penny North by Spectrum Metals Limited and at Currans North by
Venus Metals Corporation Limited.
The Youanmi Gold Mining District has recently enjoyed a surge of exploration activity and investment attention
due to the success of several companies, including high-grade drilling intersections made by Spectrum Metals
Limited (ASX:SPX) at the Penny North gold project, and by Venus Metals Corporation Limited (ASX:VMC)/Rox
Resources Limited (ASX:RXL) at Currans North and around the Youanmi Gold Mine (Figure 22).
Figure 22 – Tenement status map of the Yuinmery Gold Project (EL57/1043) showing proximity of the project to the
Youanmi Gold Project and the Currans North Gold Project (Venus Metals Corporation Limited/Rox Resources Limited),
and the Penny North Gold Project (Spectrum Metals Limited).
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The Yuinmery Gold Project comprises Exploration Licence 57/1043, which has a total area of 21 graticular
blocks (approximately 63.3 km2). The exploration licence was granted on 11 October 2016 for a 5 year term.
The area is located approximately 10 km from the Youanmi Gold Mine and 80 km from the town of Sandstone.
The project area is easily accessible from the Paynes Find – Sandstone road and then via pastoral station
access tracks (Figure 22).
Figure 23 – Simplified interpreted regional geology map of the Yuinmery Gold Project (EL57/1043) showing important rock
types, structures and mineral deposits. Red and pink – granitic rocks; purple – ultramafic rocks; green – gabbro and
dolerite; orange – felsic volcanic rocks.
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The Yuinmery Project area covers a portion of the Archaean Atley Igneous Complex (Figure 23), locally known
as the Youanmi Greenstone Belt. The Atley Igneous Complex is known to host gold mineralisation and also a
number of copper-gold sulphide deposits. The Atley Igneous Complex is separated from the Youanmi Igneous
Complex to the southwest by the Youanmi Shear Zone, a north – northeast trending mineralised structure that
hosts significant gold mineralisation at the Youanmi and Penny West deposits.
Rock types in the project area consist largely of metamorphosed and deformed intermediate to mafic volcanic
and intrusive rocks, with some ultramafic volcanic rocks and localised banded iron formations. The Yuinmery
Project area is bounded by poorly outcropping granites in the northeast and south of the tenement and large
parts of the area are covered by transported alluvial deposits. The major Yuinmery Shear Zone trends north-
northwest within the tenement area and adjoins the Youanmi Fault to the north of the project area. Another
major structure known as the Central Shear Zone trends north-northeast along the western side of the tenement.
Known gold mineralisation is apparently associated with these structures and secondary splays.
Previous exploration on the tenement area has been conducted during the 1990’s by Gold Mines of Australia
and Quartz Mountain Mining. Since 2000, La Mancha and Empire Resources have been active in the area.
Works during this time have included mapping, aerial surveys, soil and auger geochemical sampling. Limited
RAB drilling completed in the area has returned some anomalous gold values. Recently the tenement has been
held by prospectors who have recovered alluvial gold and large gold nuggets from near-surface decomposed
quartz veins.
Several exciting discoveries have been made by these prospectors, including a number of near-surface, high-
grade gold reefs and alluvial gold occurrences. These quartz reefs were found by “old-school” methods such as
surface loam sampling and were not discovered by historical miners, nor identified by previous explorers. None
of the known occurrences have been drill tested, suggesting that there is potential for the discovery of a
significant gold mineralised system.
The styles of structure, lithology and mineralisation documented by previous explorers at Yuinmery are
considered to bear strong similarities with the Penny West deposit south of Youanmi. A comprehensive
exploration program is planned to further understand and progress the evaluation of the new gold discoveries
and the overall Yuinmery Greenstone Belt. The Company has available funding to fast-track its exploration
program of the project subject to statutory approvals.
3. Ironstone Well Gold Project
The Ironstone Well Project is located approximately 6 km to the northeast of the town of Leonora (Figure 2) and
is easily accessed via the Leonora-Nambi Road (Figure 24). Golden Mile has undertaken preliminary exploration
at Ironstone Well and has identified a number of prospective targets for gold mineralisation supported by
historical geochemical, geophysical and drilling datasets.
In late 2017 a short program of shallow RC percussion drilling was completed over the Natasha Prospect (Figure
25). The program of 19 RC percussion holes was completed for 1,227 metres, with several holes intersecting
significant grades of gold mineralisation over narrow intervals from 1 to 7 m. 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.
The Company is evaluating additional exploration targets within project area with a view to implementing further
field programs. Prospecting is active within the project area.
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Figure 24 – Ironstone Well tenements and location of known gold occurrences (yellow squares).
Figure 25 – Ironstone Well Project showing prospect locations over TMI magnetic image.
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4. Minara Nickel-Cobalt Project - Leonora Region, NE Goldfields
The Minara Nickel-Cobalt Project is located approximately 30 km to the east of Leonora (Figure 2), to the
northwest of Glencore’s Murrin Murrin nickel mine. The Minara Project 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 lateritic nickel-cobalt deposits along the Waite Kauri
Trend (Figure 26) which require infill drilling to allow the estimation of a JORC Code 2012 compliant resource.
The current work program at Minara includes detailed evaluation of previous exploration and drilling, with a view
to planning further infill and extensional drilling to increase the known resources in the project area.
Figure 26 – Minara Project tenements over interpreted geological map with laterite nickel-cobalt prospect areas.
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5. Darlot Gold Project
The Darlot Project is located approximately 110 km north of Leonora (Figure 2) and comprises a single
exploration license adjacent to the Darlot Gold Mine (Figure 27) owned and operated by Red 5 Limited (see
www.red5limited.com).
The Company is evaluating additional exploration targets within the tenement area with a view to implementing
a field program to investigate known near-surface gold mineralisation. Prospecting is active within the project
area.
Figure 27 – Darlot Gold Project location diagram
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6. Gidgee Multi-Element Project
The Gidgee Project comprises two large exploration licenses covering ground to the west of the historical gold
mining areas in the Gum Creek (Gidgee) Goldfield (Figure 28). The project area is adjacent to tenements held
by Horizon Gold Limited (ASX:HRN, see www.panoramicresources.com/gumcreekgoldproject) and Gateway
Mining Limited (ASX:GML, see www.gatewaymining.com.au/ gidgee-gold-project). The tenements are located
approximately 75 km north of the town of Sandstone in the northern Yilgarn Block (Figure 2).
The project area is considered prospective for both gold and base metal mineralisation. Data compilation and
evaluation to target and prioritise future exploration is currently in progress.
Figure 28 – Gidgee Gold and Base Metal Project location diagram showing interpreted geology, mineral occurrences and
major tenement holdings.
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All material results contained in this report have previously been reported in separate ASX releases. For more
information please visit the Company’s website: https://www.goldenmileresources.com.au/ or the ASX website:
https://www.asx.com.au/asx/share-price-research/company/G88.
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.
Competent Persons Statements
The information in this report that relates to Exploration Results is based upon and fairly represents information
and supporting documentation prepared by Mr Lachlan Reynolds, a Competent Person who is a Member of the
Australasian Institute of Mining and Metallurgy. Mr Reynolds is the Managing Director of Golden Mile Resources
Ltd, is a full-time employee of the Company and is a shareholder of the Company.
Mr Reynolds 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’ (the
JORC Code). Mr Reynolds consents to the inclusion in the report of the matter based on his information in the
form and context in which it appears.
The information in this report that relates to Mineral Resources is based upon and fairly represents information
and supporting documentation prepared by Mr Paul Payne, a Competent Person who is a Fellow of the
Australasian Institute of Mining and Metallurgy. Mr Payne is a full time employee of Payne Geological Services
Pty Ltd.
Mr Payne 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” the
JORC Code). Mr Payne consents to the inclusion in the report of the matter based on his information in the
form and context in which it appears.
The Company confirms that it is not aware of any new information or data that materially affects the information
included in the original announcements referenced in this announcement. The Company confirms that the form
and context in which the Competent Person’s findings are presented have not been materially modified from
the original announcements.
26
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Directors of Golden Mile Resources Limited (the “Company”) submit herewith the Report on the Company
for the financial year ended 30 June 2019.
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:
None
None
Interests in Shares and
options:
107,483 fully paid ordinary share.
27
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
1,000,000 share options exercisable at $0.23, expiring 29 November
2023. 500,000 share options exercisable at $0.31, expiring 29 November
2023.
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 remained working with the
Company until November 2018. At the date of resignation Mr Putt held
510,000 ordinary shares and 750,000 ordinary share options exercisable
at $0.30, expiring 24 September 2021.
Dr Koon Lip Choo
Non-Executive Director (Appointed 8 December 2016, resigned 23
August 2018)
28
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
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. He is
currently a director of i-Global Holdings Ltd (NSX: IGH).
Company Secretary
Justyn Stedwell is a professional Company Secretary, with over 12 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.
Meeting of Directors
The following table sets out the number of meetings of the Company’s Directors during the year ended 30 June
2019 and the number of meetings attended by each Director.
DIRECTOR
Mr Lachlan Reynolds
Mr Rhoderick Grivas
Mr Phillip Grundy
Mr Koon Lip Choo
Mr Timothy Putt
Principal Activities
BOARD
MEETING
Held
8
10
10
1
2
Attended
8
10
10
1
2
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 $964,005 (2018: $836,243). 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 $1,017,683 (2018: $2,008,833) on exploration activities and
a net $831,382 (2018: $754,313) on operational expenditure. As a result, the Company’s exploration assets are
recorded at $3,625,402 (2018: 2,680,568), with net assets at $4,587,903 (2018: 4,073,085). The Company’s
cash position at 30 June 2019 was $1,126,607 (2018: $1,589,177).
The Company raised $1,386,495 from the issue of fully paid ordinary shares after costs to fund operations.
Dividends
During the year, the Company did not pay, or propose to pay, any dividends.
29
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Significant Change in State of Affairs
On 25 July 2018 the Company 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 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.
After Balance Date Events
On 23 September 2019 the Company announced that it had completed the acquisition of the Yuinmery Gold
Project from Legend Resources Pty Ltd. The consideration payable per the acquisition agreement is:
-
-
-
1,000,000 fully paid ordinary shares, issued on 23 September 2019;
1,000,000 options, with each option having an exercise price of $0.10 per share and which are
exercisable within 3 years of their date of issue, issued on 23 September 2019; and
$25,000 cash.
The Yuinmery Gold Project consists of a single exploration licence, E57/1043, in the North Eastern Goldfields
of Western Australia. The Project licence covers a total area of 63.3km2 and was granted on 11 October 2016
for a period of 5 years.
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 Yuinmery Gold Project, referred to above and acquired subsequent to the year end.
The Company will continue to explore and evaluate its Leonora East Gold Projects and Quicksilver Nickel-
Cobalt project, as well as the Ironstone Well.
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.
30
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Shares under Option or Issued on Exercise of Options
At the date of this report the Company had 9,425,000 shares under option as follows: -
Grant Date
Date of expiry Exercise price
24/10/2016(i)
18/04/2017
01/05/2017
31/10/2016(ii)
19/06/2017(iii)
19/06/2017(iii)
25/09/2018(iv)
25/09/2018(iv)
24/10/2020
14/06/2020
14/06/2020
24/10/2020
01/08/2021
24/09/2021
29/11/2023
29/11/2023
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.23
$0.31
Number on
issue
4,000,000
1,433,334
916,666
425,000
400,000
750,000
1,000,000
500,000
Number
escrowed
-
-
-
-
-
-
-
-
Escrow date
-
-
-
-
-
-
-
-
(i)
(ii)
(iii)
(iv)
Promoter share options were issued prior to listing.
Issued as part of contract to acquire exploration assets, agreement dated 31 October 2017.
Granted to Key Management Personnel as part of contracted remuneration package during the prior period. 1,150,000 share
options were issued during the current year to satisfy these share-based payments to key management personnel
subsequent to satisfaction of vesting conditions.
Granted to Key Management Personnel as part of contracted remuneration package during the current period. 1,500,000
share options were issued during the current year, with 500,000 vested and 1,000,000 not yet vested.
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.
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.
31
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
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.
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.
32
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 34 and 35.
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
Lachlan Reynolds
Timothy Putt
Position
Non-Executive Chairman
Non-Executive Director
Non-Executive Director (Resigned 23 August 2018)
Chief Executive Officer and Director (Appointed 23 September 2018)
Chief Executive Officer and Director (Resigned 22 September 2019)
Other Key Management Personnel
Paul Frawley
Exploration Manager
Key Management Personnel – Service Agreements
Employment contracts – Lachlan Reynolds
The key terms of the contract are as follows:
-
-
-
-
-
-
-
Position of CEO;
Salary of $220,000 per annum, plus superannuation and other benefits;
500,000 share options vesting immediately, exercisable at a price that is 150% of the 30 day VWAP from
the date of issue of the Options;
500,000 share options vesting 12 months from commencement, exercisable at a price that is 150% of
the 30 day VWAP from the date of issue of the Options;
500,000 share options vesting 24 months from the date of commencement, exercisable at a price that is
200% of the 30 day VWAP from the date of issue of the Options;
Commenced on 23 September 2018 with no fixed term; and
Agreement can be terminated in writing by either party providing three months’ notice.
Employment contracts –Timothy Putt
The key terms of the contract are as follows:
-
-
-
-
Position of CEO (resigned 23 November 2019);
Salary of $170,000 per annum, plus superannuation and other benefits, increased to $220,000 in June
2018;
Upon completion of 12 months service Mr Putt received 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 were issued on 24 September 2018;
Upon completion of 12 months service Mr Putt received 500,000 fully paid ordinary shares in the
Company. Shares have vested and were issued on 24 September 2018; and
- Mr Putt resigned on 22 September, and the employment agreement was consequently ended.
Non-Executive Director Service Agreement – Rhoderick Grivas
The key terms of the contract are as follows:
Position of Non-Executive Chairman;
Salary of $65,705 per annum, inclusive of superannuation;
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.
-
-
-
-
33
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
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 superannuation;
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.
-
-
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
$850 per day;
Commenced on the date the Company was admitted to the ASX, being 19 June 2017; 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 2019
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
Lachlan Reynolds
Tim Putt
Sub-Total
Other KMP
Paul Frawley (i)
Sub-Total
Total
(i)
65,700
39,996
6,666
112,362
169,583
106,906
276,489
212,700
212,700
-
-
-
-
10,051
(5,833)
4,218
-
-
601,551
4,218
-
-
-
-
-
-
-
-
-
-
-
-
-
16,110
10,156
26,266
-
-
26,266
-
-
-
-
-
-
-
-
-
-
-
-
-
-
90,306
-
90,306
-
-
65,700
39,996
6,666
112,362
286,050
111,229
397,279
212,700
212,700
90,306
722,341
Paul Frawley provided geological services billed through IGLS. Further expenses were charged by IGLS to the Company.
The amount billed was $20,759.
34
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Details of Remuneration for the period ended 30 June 2018
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
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.
Bonuses included in remuneration
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed
remuneration
2019
At risk -
STI
At risk – LTI
Fixed
remuneration
At risk - STI
At risk – LTI
2018
Non-Executive
Directors
Rhoderick Grivas
Phillip Grundy
Koon Lip Choo
Tamura Yoshiaki
Executive
Directors
Lachlan Reynolds
Timothy Putt
Other KMP
Paul Frawley
100%
100%
100%
-
68%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
32%
-
-
100%
100%
100%
-
74%
94%
-
-
-
-
-
-
-
-
-
-
26%
6%
35
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
C. Share Based Compensation
During the year the Company granted share options to the CEO under the terms of the employment contract.
The share options granted were as follows:
No. of options
Exercise Price
Vesting period
Expiry
Tranche 1 Options
500,000
$0.23 per option
Not applicable
Tranche 2 Options
500,000
$0.23 per option
12 months from date of
issue of the Incentive
Options
29 November
2023
29 November
2023
Tranche 3 Options
500,000
$0.31 per option
24 months from date of
issue of the incentive
options
29 November
2023
The share options were issued on 29 November 2019.
No options previously issued to key management personnel were exercised or expired during the year.
D. Additional Information
Relationship between remuneration policy and Company performance
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and
executives. The chosen method to achieve this aim is providing shares and share options to link future benefits
to the performance of the Company’s share price. 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 2019 are
summarised below, along with details that are considered to be factors in shareholder returns:
Income
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)
30 June
2019
14,648
(964,005)
0.18
0.08
0.45
0.08
0.05
0.07
During the year the Company adopted AASB 9 Financial Instruments and AASB 15 Revenue from contracts
with customers. Neither impacted the result of the Company in the current year in a way that makes the result
less comparable to prior years.
E. Additional Information in relation to key management personnel shareholdings
Ordinary shares held in Golden Mile Resources Limited (number) 30 June 2019
Directors
Lachlan Reynolds (i)
Rhoderick Grivas
Phillip Grundy
Koon Lip Choo (ii)
Timothy Putt (ii)
Other KMP
Paul Frawley
Balance 1
July 2018
-
80,000
25,000
7,508,888
510,000
-
8,123,888
(i)
(ii)
Appointed during the year
Resigned during the year
Granted as
payment of
Remuneration
On-market
changes
Off-market
changes
Other
changes
Balance
30 June 2019
-
-
-
-
-
-
-
44,750
-
-
-
44,750
-
-
-
-
-
-
107,483
-
-
(7,508,888)
(510,000)
107,483
124,750
25,000
-
-
-
(7,911,405)
-
257,233
36
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
Share options held in Golden Mile Resources Limited (number) 30 June 2019
Granted as
payment for
Remuneration
Other changes
(i)
Options
converted
Balance 1
July 2018
Balance
30 June
2019
Vested
Directors
Lachlan
Reynolds
Rhoderick
Grivas
Phillip Grundy
Koon Lip Choo
Timothy Putt
Other KMP
Paul Frawley
-
1,500,000
750,000
166,666
2,000,000
750,000
-
-
-
400,000
4,066,666
-
1,500,000
-
-
-
-
-
-
-
1,500,000
500,000
-
-
(2,000,000)
(750,000)
750,000
166,666
-
-
750,000
166,666
-
-
-
(2,750,000)
400,000
2,816,666
400,000
4,066,666
(i) Both Koon Lip Choo and Timothy Putt resigned during the year, and that is the nature of “other changes” in the share option holding.
F. LOANS FROM KMP
There are no loans to or from KMP.
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)
Exploration and Mining Information Systems (iii)
Expenses
during
year
7,809
20,759
1,200
Balance
receivable
at 30 June
Balance
payable at
30 June
-
-
-
-
-
-
(i)
(ii)
(iii)
Phillip Grundy is a partner at Moray and Agnew. Moray & Agnew provided legal and consulting services
related to compliance matters.
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 unpaid invoices and expenses incurred by IGLS.
EMIS is a company owned and operated by Tim Putt. EMIS provided use of a vehicle 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
2019
$
32,613
11,628
44,241
2018
$
32,189
9,000
41,189
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
37
GOLDEN MILE RESOURCES LIMITED
DIRECTORS’ REPORT
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 39 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
the Company’s website at
Company’s Corporate Governance
https://www.goldenmileresources.com.au/.
is available on
statement
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
30 September 2019
38
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 2019, 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
30 September 2019
Jude Lau
Partner
GOLDEN MILE RESOURCES LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Continuing operations
Interest income
Exploration expenditure
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
2019
$
2018
$
14,648
47,508
(47,803)
(509,647)
(157,914)
(208,009)
(55,280)
(964,005)
-
(964,005)
8(b)
8(b)
9
(55,080)
(400,970)
(142,995)
(252,011)
(32,695)
(836,243)
-
(836,243)
-
-
(964,005)
(836,243)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
14
14
(1.68)
(1.68)
(1.61)
(1.61)
The above statement should be read in conjunction with the accompanying notes.
40
GOLDEN MILE RESOURCES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
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
2019
$
2018
$
1,126,607
30,468
43,475
1,589,177
87,795
47,341
1,200,550
1,724,313
2
3,625,402
2,680,568
3,625,402
2,680,568
4,825,952
4,404,881
5
6
7
227,999
10,050
238,049
325,963
5,833
331,796
238,049
331,796
4,587,903
4,073,085
6,497,235
(2,212,967)
303,635
4,587,903
5,108,718
(1,248,962)
213,329
4,073,085
The above statement should be read in conjunction with the accompanying notes.
41
GOLDEN MILE RESOURCES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
STATEMENT OF CHANGES IN EQUITY
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
Issued capital Reserves Accumulated
Total
$
$
losses
$
$
At 1 July 2018
5,108,718
213,329
(1,248,962)
4,073,085
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
-
-
-
-
-
-
(964,005)
-
(964,005)
-
(964,005)
(964,005)
6
7
1,388,517
-
-
90,306
-
-
1,388,517
90,306
As at 30 June 2019
6,497,235
303,635
(2,212,267)
4,587,903
The above statement should be read in conjunction with the accompanying notes.
42
GOLDEN MILE RESOURCES LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
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
Note
3(d)
2019
$
2018
$
(846,030)
14,648
(831,382)
(801,821)
47,508
(754,313)
(1,017,683)
(1,017,683)
(2,008,833)
(2,008,833)
1,500,000
(113,505)
1,386,495
172,500
(259,752)
(87,252)
Net (decrease) / increase in cash held
(462,570)
(2,850,398)
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the year
3(a)
1,589,177
1,126,607
4,439,575
1,589,177
The above statement should be read in conjunction with the accompanying notes.
43
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
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 2019. 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 30 September 2019.
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
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 $964,005 (2018: $836,243) and spent $1,849,065 (2018:
$2,763,146) on exploration and corporate activities. At 30 June 2019 the Company had cash reserves of
$1,126,607 and net current assets, being current assets less current liabilities, of $962,501 (2018:
$1,392,517). Whilst the Company has sufficient cash reserves to meet these commitments, the
expenditure plans to develop the projects exceed the cash reserves required for the 12 months.
Accordingly, in order to meet the expenditure plans the Company will be required to raise additional
funding within the 12 months from the date of this report.
Notwithstanding this the financial report has been prepared on a going concern basis which assumes the
realisation of assets and discharge of liabilities in the normal course of business at the amounts stated in
the financial report, for the following reasons:
- The Company has the ability to raise additional capital without shareholder approval under ASX
Listing Rules 7.1 and 7.1A. The Group has a history of successfully raising funds.
- The Company can reduce planned project expenditure to manage its cash flows to ensure it meets
its obligations as and when they fall due.
On the basis that sufficient funding is expected to be raised to meet the Company’s expenditure forecast,
the directors consider that the Company remains a going concern and these financial statements have
been prepared on this basis.
Should the Company be unable to continue as a going concern it may be required to realise its assets
and discharge its liabilities other than in the normal course of business and at amounts different from
those stated in the financial statements. This financial report does not include any adjustments relating
to the recoverability and classification of recorded asset amounts or to the amounts and classification of
liabilities that might be necessarily incurred should the consolidated entity not continue as a going
concern.
44
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
2.
EXPLORATION AND EVALUATION ASSETS
(a) Reconciliation of movements during year
Costs carried forward in respect of areas of interest
at cost
Exploration and evaluation expenditure capitalised
during the year
2019
$
2018
$
2,680,568
575,350
944,834
2,105,218
Costs carried forward in respect of areas of interest
3,625,402
2,680,568
(b) Significant Accounting Policies
Exploration and evaluation expenditures incurred are 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.
45
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
2.
EXPLORATION AND EVALUATION ASSETS (Cont’d)
(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 $1,350,331 (2018:
$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
2019
$
593,291
757,040
-
2018
$
589,409
1,113,920
-
1,350,331
1,703,329
2019
$
1,126,607
-
2018
$
1,580,020
9,157
1,126,607
1,589,177
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 2019, the Company had
variable rate deposits of $1,005,643 earning interest of 0.25% per annum (2018: $1,321,421 at 0.50%).
The risk attached to the interest income for the year ended 30 June 2019 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.
Fair value
The fair value of the cash balances approximates fair value due to the short-term nature of the deposits.
46
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
3.
CASH AND CASH EQUIVALENTS (Cont’d)
(d) Reconciliation of operating cash flows to operating
result
Operating loss after income tax:
Share based payments
Change in net operating assets and liabilities:
(Increase) / decrease in receivables
(Increase) / decrease in prepayments
Increase / (decrease) in trade and other payables relating to
operating expenditure
Increase / (decrease) in provisions
Net cash inflow/(outflow) from operating activities
4.
TRADE AND OTHER RECEIVABLES
GST recoverable
(a) Significant Accounting Policies
2019
$
2018
$
(964,005)
(836,243)
90,306
79,852
57,327
3,866
16,473
(41,392)
(23,093)
4,217
21,164
5,833
(831,382)
(754,313)
2019
$
30,468
2018
$
87,795
Other receivables are initially recognised at fair value and subsequently measured at amortised cost
using the effective interest method, less any provision for impairment. Receivables expected to
collected within 12 months are classified as current assets. All other receivables are classified as
non-current assets.
(b) Financial Instrument Risk management
Amounts are recoverable from the ATO and credit risk is considered low. No risk management policy
is in place.
5.
TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
2019
$
200,396
27,603
2018
$
254,657
71,306
227,999
325,963
(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.
47
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
6.
ISSUED CAPITAL
(a) Issued capital
2019
Ordinary shares – fully paid (no par value)
(b) Reconciliation of issued capital
Number of
shares
57,899,977
$
2018
Number of
shares
$
6,497,235 52,400,001
5,108,718
Shares
issued
Price
$
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
Issue of shares
Issue of shares to settle share based payment
Cost of issuing equity
As at 30 June 2019
(c) Significant Accounting Policies
51,825,001
300,000
275,000
-
-
52,400,001
4,999,976
500,000
-
57,899,977
0.30
0.30
-
-
0.30
-
-
$
4,910,592
90,000
82,500
29,670
(4,044)
5,108,718
1,500,000
-
(111,483)
6,497,235
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.
(d) 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 2019, 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.
During the year 500,000 ordinary shares were issued to the ex-CEO in settlement of a contractual
entitlement. The shares vested during the year ended 30 June 2018 and were fully expensed during
the previous year.
(e) Escrow
At 30 June 2019, there were no ordinary shares were in voluntary escrow (2018: 16,475,000 escrowed
to 19 June 2019).
(f) 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.
48
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
6.
ISSUED CAPITAL(Cont’d)
(g) Share based payments
During the year, the Company entered into a share-based payment through a contractual arrangement
upon appointment of the CEO. Refer to note 7 for further details. No shares were included in this
arrangement. 500,000 ordinary shares were issued in the current year to settle a share based payment
from the previous year.
7.
RESERVES
2019
$
2018
$
Share based payment reserve
303,635
213,329
Movement in reserve
Opening balance
Key Management Personnel payments - shares
Key Management Personnel payments – options
Options converted during the year
(b)
Closing balance
(a) Nature and Purpose of Reserves
2019
$
213,329
-
90,306
-
2018
$
163,147
41,644
38,208
(29,670)
303,635
213,329
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
Key Management Personnel payments – options
During the year, pursuant to Lachlan Reynolds’ employment contract 1,500,000 share options are to be
issued in three tranches, as follows:
Tranche No. of
options
Exercise
Price
Vesting Period
Option
value
Total
expense
Expense
recorded for
the period
$47,700
$47,700
$47,700
$29,012
$44,700
$13,594
1
2
3
500,000 23.4c *
Immediately
500,000 23.4c *
500,000 31.2c **
of
12 months from date of
issue
incentive
options
24 months from date of
issue of the incentive
options
9.54c per
option
9.54c per
option
8.94c per
option
* Option condition stipulated that the exercise price will be 150% of the 30 day Volume Weighted Average Price (“VWAP”) from
the date of issue of the Options. The options were issued on 20 November 2018.
** Option condition stipulated that the exercise price will be 200% of the 30 day VWAP. The options were issued on 20 November
2018.
49
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
7.
RESERVES (Cont’d)
Movements in share options during the year
2019
At 1 July 2018
Granted
Exercised
Expired
Outstanding at
30 June 2019
Exercisable at
30 June 2019
Tenement
options
425,000
-
-
-
Key Management
Personnel Share
options
4,066,666
1,500,000
-
-
Lead manager
Share options
Founder share
options
Total
1,433,334
-
-
-
2,000,000
-
-
-
7,925,000
1,500,000
-
-
425,000
5,566,666
1,433,334
2,000,000
9,425,000
425,000
4,566,666
1,433,334
2,000,000
8,425,000
Weighted average exercise price of share options at 30 June 2019 is $0.29, and the weighted average
expiration period is 668 days. There are 1,000,000 Key Management Personnel share options that have
not yet vested at 30 June 2019.
2018
At 1 July 2017
Granted
Exercised
Expired
Outstanding
at 30 June
2018
Exercisable at
30 June 2018
Tenement
options
1,000,000
-
(575,000)
-
Key Management
Personnel Share
options
4,066,666
-
-
-
Lead manager
Share options
Founder share
options
Total
1,433,334
-
-
-
2,000,000
-
-
-
8,500,000
-
(575,000)
-
425,000
4,066,666
1,433,334
2,000,000
7,925,000
425,000
-
-
-
425,000
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
The options issued to Lachlan Reynolds during the period consisted of 3 tranches with the following inputs
used to determine the fair value of the options:
Input
Grant date
Expiry date
Share price at grant date
Exercise price $
Risk free rate
Volatility
Fair value at grant date $/option
Tranche 1
20/11/2018
19/11/2023
0.14
0.234
2.32%
100%
0.0954
Tranche 2
20/11/2018
19/11/2023
0.14
0.234
2.32%
100%
0.0954
Tranche 3
20/11/2018
19/11/2023
0.14
0.312
2.32%
100%
0.0894
50
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
7.
RESERVES (Cont’d)
(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.
(d) Conditions
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 no share options
were converted to ordinary shares. As at 30 June 2019 there were 9,425,000 share options outstanding.
(e) Escrow
At 30 June 2019, there were no share options in escrow until 19 June 2019 (6,350,000 share options
escrowed until 19 June 2019).
51
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
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
2019
$
90,306
-
90,306
280,707
26,261
306,968
2018
$
66,880
12,972
79,852
175,833
16,150
191,983
During the year exploration and evaluation expenses incurred that were expensed 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
2019
$
74,241
44,399
25,574
4,993
8,707
157,914
14,018
44,816
116,250
14,753
16,535
1,637
208,009
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
52
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
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%
2019
$
2018
$
-
-
-
-
-
-
(964,005)
(836,243)
(265,101)
(229,967)
24,834
(261,778)
(25,203)
5,401
(8,583)
(530,430)
21,959
(578,935)
(49,729)
(41,013)
(263)
(877,948)
530,430
-
877,948
-
5,488,673
3,559,835
1,509,385
978,955
The benefit of these losses has not been brought to account at 30 June 2019 because the directors
do not believe it is appropriate to regard realisation of the deferred tax asset as being probable at
30 June 2019. 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.
53
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
9.
INCOME TAX EXPENSE (Cont’d)
(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
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
2019
$
605,769
26,266
90,306
722,341
2018
$
506,277
16,150
79,852
602,279
(i)
Fees of $212,700 were capitalised into exploration expenditure during the year, as the fees were paid out in relation to
consulting work completed on the Company’s 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 $7,808 (2018: $23,011) were incurred during the
year for general legal services. $nil (2018: $6,057) was unpaid at the year end.
-
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 $20,759 (2018:
$111,400) in relation to these services. At 30 June 2019 $nil (2018: $36,297) was payable for
services rendered by IGLS.
- Exploration and Mining Systems (“EMIS”), a company owned and operated by Timothy Putt, were
paid $1,200 during the year for the use of a vehicle. In 2018 $5,000 were paid in fees to EMIS.
All transactions with related parties were undertaken on commercial terms, unless otherwise stated.
54
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
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)
2019
$
32,612
11,628
44,240
2018
$
32,189
9,000
41,189
(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 12 months, until 28 February 2020. Rent is set
at $1,295 per month and a car park space of $499 per month, providing a commitment of $14,352.
Subsequent to the year end the lease was extended to June 2020 at the same monthly rate.
(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.
55
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
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
2019
CENTS
2018
CENTS
1.68
1.68
$
1.61
1.61
$
(964,005)
(836,243)
Number
Number
57,374,149
52,020,891
57,374,149
52,020,891
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 23 September 2019 the Company announced that it had completed the acquisition of the Yuinmery
Gold Project from Legend Resources Pty Ltd. The consideration payable per the acquisition agreement
is:
-
-
-
1,000,000 fully paid ordinary shares, issued on 23 September 2019;
1,000,000 options, with each option having an exercise price of $0.10 per share and which are
exercisable within 3 years of their date of issue, issued on 23 September 2019; and
$25,000 cash.
The Yuinmery Gold Project consists of a single exploration licence, E57/1043, in the North Eastern
Goldfields of Western Australia. The Project licence covers a total area of 63.3km3 and was granted on
11 October 2016 for a period of 5 years.
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.
56
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
18
FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES
Financial Instruments
Initial Recognition and Measurement
Financial assets and financial liabilities are recognised when the Company becomes a party to the
contractual provisions to the instrument. For financial assets, this is the date that the company commits
itself to either the purchase or sale of the asset (ie trade date accounting is adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the
instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed
to profit or loss immediately. The Company has no financial instruments classified as “at fair value through
profit or loss”.
Classification and subsequent measurement
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 – financial assets at amortised cost.
See note 3.
Receivables at amortised cost
See note 4.
Financial Liabilities at amortised cost
Financial liabilities include trade payables and other creditors.
All of the Company’s financial liabilities are recognised and subsequently measured at amortised cost,
using the effective interest rate method.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of
allocating interest expense in profit or loss over the relevant period. The effective interest rate is the
internal rate of return of the financial asset or liability. That is, it is the rate that exactly discounts the
estimated future cash flows through the expected life of the instrument to the net carrying amount at initial
recognition.
Impairment of financial assets at amortised cost
The Company considers all financial assets for recoverability and impairment. Where there are indicators
of impairment the Company will review the carrying amount of the financial asset and estimate its
recoverable amount. The Company will take all available action to recover the full amounts of financial
assets, and once all efforts are exhausted the Company will record an impairment. Any impairment is
recorded in a separate allowance account. Any amounts subsequently written off are offset against the
impairment allowance.
Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the
statement of financial position.
Financial liabilities are derecognised when it is extinguished (ie when the obligation in the contract is
discharged, cancelled or expires). The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable, including any non-cash assets transferred or
liabilities assumed, is recognised in profit or loss.
57
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
18
FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES (Cont’d)
A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the
asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred.
All of the following criteria need to be satisfied for derecognition of financial asset:
–
the right to receive cash flows from the asset has expired or been transferred;
– all risk and rewards of ownership of the asset have been substantially transferred; and
–
the Company no longer controls the asset (ie the Company has no practical ability to make a
unilateral decision to sell the asset to a third party).
On derecognition of a financial asset measured at amortised cost, the difference between the asset's
carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
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, credit risk and
liquidity risk. The Company manages its risk informally at Board level. The Board monitors levels of
exposure to interest rate and credit risk by banking with reputable banks. 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 informally.
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:
2019
CARRYING
AMOUNT
FAIR
VALUE
2018
CARRYING
AMOUNT
$
FAIR
VALUE
$
1,126,607
1,126,607
1,126,607
1,126,607
1,589,177
1,589,177
1,589,177
1,589,177
227,999
227,999
227,999
227,999
325,963
325,963
325,963
325,963
Financial Assets
Cash and cash equivalents
Non-Traded Financial Assets
Financial Liabilities at
amortised cost
Trade and other payables
Non-Traded Financial Liabilities
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 disclosed 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 $14,648. The directors do not consider this material to
the result or the overall financial statements and have not disclosed a sensitivity analysis.
58
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
18
FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES (Cont’d)
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 30 days 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.
AASB 15 Revenue from Contracts with Customers
AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and several revenue-
related Interpretations. The new Standard has been applied as at 1 July 2018 using the modified
retrospective approach. Under this method, the cumulative effect of initial application is recognised
as an adjustment to the opening balance of retained earnings at 1 July 2018 and comparatives are
not restated. Adoption of AASB 15 has had no impact on the results of the Company.
AASB 9 Financial Instruments
AASB 9 Financial Instruments replaces AASB 139 Financial Instruments: Recognition and
Measurement. It makes major changes to the previous guidance on the classification and
measurement of financial assets and introduces an ‘expected credit loss’ model for impairment of
financial assets.
When adopting AASB 9, the Company has applied transitional relief and opted not to restate prior
periods. Differences arising from the adoption of AASB 9 in relation to classification,
measurement, and impairment are recognised in opening retained earnings as at 1 July 2018.
Based on the assessment by the Company, there is no cumulative effect of the initial application
of AASB 9 at 1 July 2018 in accordance with the transition requirement.
Reconciliation of financial instruments of adoption of AASB 9
The Company’s financial assets and liabilities are classified and valued using the same basis,
being amortised cost, under AASB 9 as under the previous AASB 139.
59
GOLDEN MILE RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
19. APPLICABLE ACCOUNTING STANDARDS (Cont’d)
(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 2019 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 2019 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 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.
60
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 2019 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;
2.
3.
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 2019.
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
30 September 2019
Melbourne
61
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 2019, 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 2019 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.
Material Uncertainty Regarding Going Concern
We draw attention to the Going Concern note as contained in Note 1 (c) in the financial report,
which indicates that the Company incurred a net loss of $964,005 (2018: $836,243) during the
year ended 30 June 2019. As stated in Note 1 (c), these events or conditions, along with other
matters as set forth in Note 1 (c), indicate that a material uncertainty exists that may cast
significant doubt on the Company’s ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
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. In addition to the matter
described in the Material Uncertainty Related to Going Concern section, we have determined
the matters described below to be the key audit matters to be communicated in our report.
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”), for each of area of interest, the
Company capitalises expenditure incurred
in the exploration for and evaluation of
mineral
resources. These capitalised
assets are recorded using the cost model.
Our audit focussed on 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, we considered it necessary to
assess whether facts and circumstances
existed to suggest that the carrying amount
of an exploration and evaluation asset may
exceed its recoverable amount.
Our procedures included but were not limited to:
Testing the capitalised exploration expenditures
incurred in respect of the Company’s areas of
supporting
by
interest
documentation
the
capitalisation requirements of the Company’s
accounting policies and the requirements of
AASB 6;
consistency
evaluating
for
to
We obtained an understanding of the key
processes associated with management’s
review of the exploration and evaluation asset
carrying values;
We considered and assessed the Directors’
of
indicators
potential
of
assessment
impairment;
We obtained evidence that the Company has
current rights to tenure of its areas of interest;
We examined
for
2019/20 and discussed with management the
nature of planned ongoing activities;
the exploration budget
We enquired with management, read 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 against the requirements of
applicable Australian Accounting Standards.
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 2019, 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. 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
intentional omissions,
involve collusion,
fraud may
misrepresentations, or the override of internal control.
forgery,
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.
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 31 to 37 of the directors’ report
for the year ended 30 June 2019.
In our opinion, the Remuneration Report of Golden Mile Resources Limited for the year ended
30 June 2019 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit
conducted in accordance with Australian Auditing Standards.
HLB Mann Judd
Chartered Accountants
Melbourne
30 September 2019
Jude Lau
Partner
GOLDEN MILE RESOURCES LIMITED
SHAREHOLDER INFORMATION
SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 25 September 2019.
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
100
222
151
365
81
919
56,313
599,452
1,253,725
12,445,015
44,545,472
0.10%
1.02%
2.13%
21.13%
75.62%
58,899,977
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
9,811,666
-
-
-
5.88%
94.12%
10,425,000
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
GOLDEN VENTURE CAPITAL LLC
BNP PARIBAS NOMINEES PTY LTD
CJC & GC PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
10 BOLIVIANOS PTY LTD
CITICORP NOMINEES PTY LIMITED
MR ROBERT ADDISON RAMSAY
MISS QUEE CHIOW LEE
LEGEND RESOURCES PTY LTD
BURRWOOD INVESTMENTS PTY LTD
GRANET SUPERANNUATION AND INVESTMENT
SERVICES PL
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED
ORDINARY SHARES
NUMBER HELD
% OF ISSUED
SHARES
7,500,000
6,000,000
2,181,015
1,946,494
1,619,007
1,580,000
1,507,350
1,464,063
1,257,334
1,000,000
940,213
933,333
837,642
12.73%
10.19%
3.70%
3.30%
2.75%
2.68%
2.56%
2.49%
2.13%
1.70%
1.60%
1.58%
1.42%
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GOLDEN MILE RESOURCES LIMITED
SHAREHOLDER INFORMATION
MR WEI HAO LEE
ROOKHARP CAPITAL PTY LIMITED
NEMEX PTY LTD
PEDORUMI PTY LTD
SANCOAST PTY LTD
M & K KORKIDAS PTY LTD
MR RENARTO FALCONE
775,000
650,000
600,000
500,000
500,000
495,000
475,000
1.32%
1.10%
1.02%
0.85%
0.85%
0.84%
0.81%
As at 25 September 2019, the 20 largest shareholders held ordinary shares representing 55.62% of the issued
share capital.
D.
Equity Security Holders – Share options
Largest quoted equity security holders. The names of the largest holders of quoted equity securities are listed
below:
NAME
CHOO KOON LIP
GOLDEN VENTURE CAPITAL LLC
MR LACHLAN JOHN REYNOLDS
LEGEND RESOURCES PTY LTD
PEAK
ASSET MANAGEMENT
TISAN INDUSTRIES PTY LTD
RHODERICK GORDON JOHN GRIVAS
MR PAUL FRANCIS FRAWLEY
MR BRUCE ROBERT LEGENDRE
PHILLIP JAMES GRUNDY
A &
MR ROSS FREDERICK CREW
ALFRED FREDERICK ANDREI
NEWS ARENA PTY LTD
AUSSIE NETWORKS PTY LTD
STRACHAN CORPORATE PTY LTD
WCAB
ABN IR PTY LTD
SHED CONNECT PTY LTD
MARK LOUS LAZZARI
PTY
SHARE OPTIONS
NUMBER HELD
2,000,000
2,000,000
1,500,000
1,000,000
% OF ISSUED
SHARE
OPTIONS
19.18%
19.18%
14.39%
9.59%
PTY
LTD
970,000
750,000
750,000
400,000
275,000
166,666
100,000
100,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
30,000
9.30%
7.19%
7.19%
3.84%
2.64%
1.60%
0.96%
0.96%
0.48%
0.48%
0.48%
0.48%
0.48%
0.48%
0.48%
0.29%
LTD
J TANNOUS NOMINEES PTY LTD
As at 25 September 2019, there were 22 share option holders. The 20 largest share option holders held share
options representing 99.67 of the issued share options.
Substantial Shareholders
Substantial holders in the Company are set out below:
NAME
Choo Koon Lip
International Energy Equity Limited
E.
Voting Rights
ORDINARY
SHARES
NUMBER HELD
7,500,000
6,000,000
% OF ISSUED
SHARES
12.73%
10.19%
The voting rights attached to ordinary shares are set out below:
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a
poll each share shall have one vote.
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GOLDEN MILE RESOURCES LIMITED
SHAREHOLDER INFORMATION
F.
Use of Cash
Cash and assets readily convertible to cash held by the Company at the time of admission to the Australian
Stock Exchange are being used in a way consistent with its business objectives as set out in the listing
prospectus.
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GOLDEN MILE RESOURCES LIMITED
CORPORATE DIRECTORY
CORPORATE DIRECTORY
Board of Directors
Mr Lachlan Reynolds (Executive Director)
Mr Rhoderick Grivas (Non-Executive Chairman)
Mr Phillip Grundy (Non-Executive Director)
Company Secretary
Mr Justyn Stedwell
Registered Office
1B/205 – 207 Johnston Street
Fitzroy, VIC 3065 AUSTRALIA
Principal Place of Business
1B/205 – 207 Johnston Street
Fitzroy, VIC 3065 AUSTRALIA
Share Registry
Automic Registry Services
Level 3, 30 Holt Street
Surry Hills, NSW 2012, AUSTRALIA
Telephone: 1300 288 664 (local) +61 2 9698 5414 (international)
Auditor
HLB Mann Judd
Level 9, 575 Bourke Street
Melbourne VIC 3000 AUSTRALIA
Solicitors to the Company
Moray & Agnew Lawyers
Level 6, 505 Little Collins Street
Melbourne, VIC 3000, AUSTRALIA
Stock Exchange Listing
Golden Mile Resources Limited shares are listed on the Australian Securities Exchange, code G88.
68