Great Panther Mining
Annual Report 2021

Plain-text annual report

FOR THE YEAR ENDED 31 DECEMBER 2021 CONTENTS CORPORATE DIRECTORY CHAIRMAN’S REPORT REVIEW OF OPERATIONS ORE RESERVES AND MINERAL RESOURCES DIRECTORS’ REPORT REMUNERATION REPORT AUDITOR’S INDEPENDENCE DECLARATION INDEPENDENT AUDITOR’S REPORT DIRECTORS’ DECLARATION CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION TENEMENT DETAILS 1 2 3 9 11 19 34 35 42 43 45 46 47 48 100 104 CORPORATE DIRECTORY Geopacific Resources Limited Public listed Company (ASX Code: GPR) incorporated in New South Wales in 1986 Australian Business Number (ABN) 57 003 208 393 Directors & Secretary in Office Non-Executive Chairman Andrew Bantock Non-Executive Director Colin Gilligan Non-Executive Director Ian Murray Sir Charles Lepani Non-Executive Director Matthew Smith Chief Financial Officer & Company Secretary Postal Address PO Box 439 Claremont WA 6910 Banker Sumitomo Mitsui Banking Corporation - Sydney Branch Level 40, 2 Chifley Square Sydney NSW 2000 Stock Exchange ASX Limited Level 4, Central Park 152-158 St Georges Terrace Perth WA 6000 ASX Code: GPR Registered Office Level 1 278 Stirling Highway Claremont WA 6010 Auditor Ernst & Young The Ernst & Young Building 11 Mounts Bay Road Perth WA 6000 Share Registry Boardroom Pty Ltd Grosvenor Place Level 12, 225 George Street Sydney NSW 2000 Woodlark Registered Office Level 6, PwC Haus Harbour City, Port Moresby, NCD Papua New Guinea 2021 ANNUAL REPORT 1 CHAIRMAN’S REPORT Dear Shareholders, To put it bluntly, Geopacific Resources significantly underperformed in 2021. And while the suspension of major development works at the Woodlark Gold Project (the Project) in early 2022 was extremely disappointing for shareholders, I believe that further disappointment would have ensued if the board had simply decided to plough on. Instead, we will use the suspension to drill test resource extension targets, reassess the Project, rationalise costs and complete the detailed planning required to position Geopacific to go again - to realise and capitalise on its significant resource base and development potential. At a time of strong gold demand, there are few >1-million- ounce Ore Reserve opportunities in the market, and even fewer with the growth potential of Woodlark. We are committed to realise this potential and our ongoing drilling campaign continues to deliver encouraging results. We are also committed to continuing the Company’s in the community and consolidating important work our social licence to operate. Though slower and more expensive than originally planned, the Woodlark village relocation program is now over 50% complete, and together with Geopacific’s ongoing health and education programs, is making a real difference for the local community. We will be working hard to ensure your Company can capitalise on its potential over the next year, targeting both resource expansion and delivery of a redesigned and de-risked development plan for Woodlark. Drilling is scheduled to continue throughout 2022, feeding into updated geological resource modelling which will provide the basis for the Company to reassess the scale and format of the project’s development design. In closing I extend my thanks to shareholders for your continuing support. Having only recently stepped in as Chair, I acknowledge your frustrations and can assure you that your board is committed not only to address the issues of the past, but more importantly, to capitalise on your Company’s significant opportunities into the future. Andrew Bantock It is important to note that work packages were materially advanced prior to the suspension, providing a platform for future growth. However, in the face of significant cost increases and schedule delays, your board took the prudent step of suspending development. Unfortunately, this also necessitated redundancies across the organisation. The Project was undoubtedly impacted by COVID-19, with consequential impacts increasing resource and materials lead times and pricing. However, the fact remains that the Project development plan and budget was developed in late 2020, nine months into the pandemic. The capital cost increase was driven by a combination of factors, including: general cost escalation for materials and labour across the mining sector; the need to redesign ground improvement and civil engineering works to deal with unexpected complexities; process plant design revisions; and increased costs from schedule extensions to accommodate these and other factors. This capital cost increase took the Company beyond the bounds of its finance facilities, requiring drawdown repayment, ongoing waivers, extensive technical reviews and renegotiation of the facility terms. Ultimately, we were unable to present a funding case which met the requirements of the facilities. As a consequence, the facilities were closed-out in March 2022. This measure did have some consolation benefits though, through the elimination of ongoing funding costs and freeing-up cash sitting in restricted bank accounts. Despite the suspension, the Project retains considerable inherent value. We are firmly focussed on Woodlark Island’s potential to deliver strong returns in the future from an orebody that remains open both laterally and at depth. It is located in a highly prospective geological setting which provides an exciting platform for future discoveries to come. 2 2021 ANNUAL REPORT REVIEW OF OPERATIONS The Woodlark Gold Project (the Project) is a potentially high margin gold deposit, located on Woodlark Island in Papua New Guinea (PNG). During the 2021 reporting period, activities at the Project focussed on infrastructure development and the ongoing community relocation program. Key long lead items such as the SAG and ball mills were ordered and engineering and design work, principally for the processing facilities was progressed. In November 2021, the Company announced that earthwork activities associated with the development of the Project had been delayed due to a combination of inclement weather, deteriorating ground conditions and the impact of COVID-19 limiting the availability of site access and overall worker productivity rates. In addition, a decision was taken to reassess the original wharf design and evaluate a potential upgrade of the existing wharf facility to reduce cost and construction complexity while providing greater opportunities for local community participation in the Project. Delays were also experienced in issuance of the construction tender for the offshore tailings line and the local community relocation program. Due to the impact of the delays, the Company made the decision to defer all non-essential activities at the Project. As part of the deferral of non-essential work, the Company commenced a critical path analysis to minimise the impact of the delays on the overall project schedule as well as launching a review of the schedule and cost estimate to determine the impact on the development budget. On 15 December 2021, the Company requested a voluntary suspension of trading in its ordinary shares listed on the ASX. This request arose after preliminary results from the review initiated in November 2021 indicated that there was likely to be a material increase in the capital cost for development of the Project. The Company continued to undertake the detailed work program to define and quantify the extent of the increase which extended into the 2022 financial year. Post financial year end, it was determined from the ongoing review that changes were required to preserve the Company’s financial and asset position. In view of the ongoing delays in the project schedule and the consequent implications for capital cost escalation, a range of steps were taken, including suspending all detailed engineering and civil works at the Project pending the conclusion of the review of the Company’s strategic options and instigating a redundancy program across the organisation. Whilst development of the Project was suspended early in the 2022 financial year, Geopacific remains committed to engagement with the local communities on Woodlark Island and activities associated with the community relocation program are continuing. Geopacific also continues to support other community programs as on the island, including education facilities and health care services. Geopacific remains focussed on realising the full potential of the Project and has commenced a drilling program aimed at pit extension and step-out targets across Woodlark Island. Exploration During the year, the Company commenced a 20,000m grade control and near pit drilling campaign, representing the first RC drilling activity conducted on Woodlark Island since 2018. Drilling contractor, Quest Exploration Drilling (QED), mobilised on site in September 2021 and to date have drilled approximately 80 holes. The drilling campaign has been undertaken to further define and substantiate the upside optionality that resides within the existing pit shells (via grade control drilling) and across the broader mining and exploration leases on Woodlark Island. Since the commencement of the program, the Company has received assays from 34 grade control holes with a substantial number reporting significant high-grade intercepts (all within 60 metres of surface), supporting our view that there is considerable upside potential within the existing pit shells. Key assay results from Kulumadau include: • 080KUL146 with 58 metres at 4.67g/t Au (271 gram metres), from surface; • 080KUL160 with 39 metres at 5.33g/t Au (208 gram metres), from 21 metres; • 080KUL145 with 37 metres at 5.59g/t Au (207 gram metres) from 8 metres; • 080KUL175 with 26 metres at 7.38g/t Au (192 gram metres) from 34 metres and 9 metres at 20.2g/t Au (182 gram metres), from 20 metres; and • 080KUL167 with 9 metres at 15.5g/t Au (140 gram metres), from surface. A larger drill rig was mobilised to site in January 2022 to facilitate the drilling of deeper holes to test down dip and extension targets associated with the current pits. 3 2021 ANNUAL REPORT REVIEW OF OPERATIONS The resource extension drilling results to date from Kulumadau and Busai reinforce the potential for pit extension possibilities, with all three planned pits at the Project open along strike and at depth. To date a total of 12 resource extension holes have been assayed at Busai and Kulumadau with highly encouraging results, all within 100 metres of surface. Key results from the resource drilling campaign include: Busai: • BSRC21140 with 14 metres at 5.01g/t Au, from 73 metres; • BSRC21141 with 8 metres at 2.14g/t Au, from 19 metres; and • BSRC21136 with 11 metres at 1.99g/t Au, from 16 metres. Kulumadau: • KURC21027 with 17 metres at 0.97g/t Au, from 22 metres; and • KURC21024 with 12 metres at 0.76g/t Au, from 65 metres. A further 25 grade control holes and 5 resource extension holes from the Kulumadau deposit have been completed with samples in the laboratory awaiting assay1. Exploration drilling to the north and east of the current Kulumadau resource commenced in February 2022 and is ongoing. There are 14 holes from this program awaiting assay1. A reconciliation of the grade control model to the Mineral Resource (ref ASX release 12 March 2018) will commence upon receipt of all outstanding samples. The drilling campaign for the first half of 2022 will focus on Woodlark’s significant near-pit exploration potential within the existing mineral lease (Figure 3). Figure 1: Kulumadau cross section 1 As at 17 March 2022 4 2021 ANNUAL REPORT REVIEW OF OPERATIONS Figure 2: Busai cross section Figure 3: Mining lease exploration target areas 5 2021 ANNUAL REPORT REVIEW OF OPERATIONS Sustainability Communities Relocation Program – Woodlark An important aspect of the Project is the relocation of the Kulumadau community which encompasses the construction of 223 houses, in addition to a school, churches and trade stores. Houses range from 3 bedroom to 5 bedroom based on the size of the household and existing dwelling that is being relocated, while the school includes classrooms, teachers’ accommodation, dormitories and other infrastructure. The majority of the workforce involved in the construction of the buildings are local Woodlark Island residents. At the end of 2021 over 50% of the relocation program construction had been completed. Occupational Health and Safety and Training Safety management processes and procedures on site reflect the focus and importance of our employee’s welfare. Our policy and procedures were enhanced early in 2021 ahead of the commencement of early works, with an updated Health and Safety Policy, rollout of a new site induction and Health and Safety training program and key OH&S executive appointments. Implementation of the health and safety management system, roll out of internal safety training and training of COVID-19 testing procedures and testing equipment were an ongoing focus, and importantly there were no lost time or medical treatment injuries in 2021. Community and Social Responsibility Extensive Community engagement has taken place on Woodlark Island over a number of years to build strong relationships and to ensure the development of a sustainable local economy. Key initiatives in 2021 included training and development to provide industry standard skills and qualifications for local employees, partnering with key stakeholders and experts to identify and develop viable alternative industries on the island, and supporting the development of Government services with improvements in the areas of health, education and law and order. Key outcomes during the year were the election of the Dal Wanuwan (Woodlark Landowners Association) executive, in addition to the registration of the Landowner Umbrella Company (MDAL) and sub-clan investment companies, and election, appointment and training of directors for these entities. The MDAL manage landowner business activities and other landowner investments along with the sub-clan investment companies. A number of landowner business opportunities have been progressed including worker transport, transport for school children, camp waste and grounds maintenance and pest control. The Company is committed to providing assistance to the Woodlark community in ensuring the COVID-19 vaccine rollout is implemented effectively and worked with the Milne Bay Provincial Health Authority to promote awareness of COVID-19 and administer vaccinations to people on Woodlark Island. 6 2021 ANNUAL REPORT REVIEW OF OPERATIONS Funding In February 2021, the Company completed a successful $140 million placement with shareholders, after an Extraordinary General Meeting (EGM) approving Tranche 2 of the capital placement announced in December 2020.    The Placement consisted of two tranches:     • Tranche 1: 43.7 million shares issued in December 2020 raising $18.4 million. The raise was made pursuant to the Company’s placement capacity under Listing Rule 7.1 and Listing Rule 7.1A; and • Tranche 2: 289.6 million shares issued in February 2021, post the EGM to raise $121.6 million under Listing Rules 7.1 and 10.11. The Company also completed a Share Purchase Plan at $0.42 per share, the same price as the Placement, to raise a further $1.87 million. In June 2021, the Company completed binding terms and satisfied all conditions precedent to reach financial close with Sprott Private Resource Lending II (CO), Inc. (Sprott) for the US$100m project financing associated with the development of the Project. The US$100m in financing was in the form of a US$85m in Project Finance Facility (Facility Agreement) and US$15m via a Callable Gold Stream (Stream Agreement), with the US$15m Stream Agreement deposit available immediately. US$85m under the Facility Agreement was deposited into the Company’s Debt Proceeds Account (DPA), with funding to be available under staged drawdowns scheduled to occur on satisfaction of certain project development milestones. In November 2021, the Company made the decision to defer all non-essential activities at the Project primarily due to uncertainties associated with the plant site earthworks, a potential change to the location of the wharf and delays in the tailings pipeline engineering. Following this decision, the Company agreed amendments to the terms and conditions of the Facility and the Stream Agreements with Sprott for the facilities to remain in place on substantially the same terms and conditions, including substantially the same conditions precedent to the advance of funds provided the conditions precedent are satisfied to enable first drawdown by 31 August 2022. Pursuant to the amendments, in December 2021 the Company prepaid all of the principal (and accrued interest) under the Facility Agreement and repaid the deposit advanced under the Stream Agreement. Significant reductions to the Facility prepayment obligations and the Stream termination payment were negotiated with Sprott and the prepayment penalty was modified to a termination fee with an aggregate total of US$10m, payable if the facilities are cancelled or not drawn by 31 August 2022. The amendments also required the Company to hold US$12m in the DPA as collateral (inclusive of the US$10m termination fee). In February 2022, the Company announced that it was continuing its review of the schedule and cost estimate for the Project and the implications of a material increase in capital costs. The Company advised that changes would need to be implemented progressively to preserve the Company’s financial and asset position. In view of ongoing delays in the project schedule and the consequent implications for capital cost escalation, a range of steps were taken including the suspension of all detailed engineering and civil works at the Project pending a review of the Company’s strategic options. The suspension of these activities preserves cash reserves whilst the Company undertakes its review. Unfortunately, this required redundancies across the organisation. Non-core Project Activities Kou Sa Project, Cambodia The Company is in negotiation with the vendors of the Kou Sa Project to dispose of its interest in the Kou Sa Copper Gold Project. Fijian Gold Projects, Fiji All licences have been relinquished. 7 2021 ANNUAL REPORT REVIEW OF OPERATIONS Financial Review 2017 $ 2018 $ 2019 $ 2020 $ 2021 $ Loss After Tax (4,042,911) (53,750,659) (7,337,714) (4,567,311) (61,318,687) Loss Per Share (Cents)1 (7.35) (68.55) (6.43) (2.59) (12.67) Cash and Cash Equivalents 6,765,343 3,059,221 37,505,067 34,639,855 67,470,477 Exploration and Evaluation Asset - Additions (excluding transfers) Mine Properties Under Development Expenditure - Additions (excluding transfers) 15,219,583 8,447,600 442,022 65,098 36,097 - - 860,265 11,688,121 23,230,220 Total Assets 80,720,300 42,103,633 80,518,692 85,690,886 176,265,685 Net Assets 73,334,855 34,685,715 70,478,375 78,500,958 141,367,250 1 Earnings per share from 2017 to 2018 have been adjusted to reflect the 25:1 share consolidation conducted in December 2019. Table 1: Key Financial Metrics The Group recorded a net loss after tax for the year ended 31 December 2021 of $61,318,687 (2020: $4,567,311), largely impacted by a non-cash impairment charge of $27,267,012 recognised in relation to its Woodlark Gold Project assets, finance costs of $16,816,122 and onerous contracts expense recognised of $6,703,000. At 31 December 2021, the Group’s total assets were $176,265,685 (2020: $85,690,886) and net assets were $141,367,250 (2020: $78,500,958). The increase in the Group’s total assets and net assets relates primarily to expenditure on mine property development during the 2021 year and higher cash balance held following a successful share placement finalised in February 2021. At reporting date, the Group held cash and cash equivalents of $67,470,477 (2020: $34,639,855) which includes a balance of $16,526,649 held in the Group’s Debt Proceeds Account to fund the termination fee to Sprott and a reserve buffer. 8 2021 ANNUAL REPORT REVIEW OF OPERATIONS ORE RESERVES AND MINERAL RESOURCES Woodlark Global Mineral Resources The Woodlark Mineral Resource is 47Mt @ 1.04g/t Au for 1.57Moz of gold2 including 222,000oz of gold in the Inferred category (Table 2). Category (>0.4g/t lower cut) Measured Indicated Inferred Total Tonnes (Mt) 21.24 18.94 6.80 47.00 Grade (g/t Au) 1.10 0.98 1.00 1.04 Ounces (Koz) 754 597 222 1,573 Table 2: Woodlark Global Mineral Resource Estimate – March 2018 Woodlark Ore Reserves An updated Ore Reserves estimate was released in November 2018 and was completed by independent consultants, Mining Plus. The updated Ore Reserves estimate of 28.9Mt @ 1.12g/t Au for 1,037,600oz3 of gold is detailed in Table 3. Total by deposit Category (>0.4g/t lower cut) Tonnes (Mt) Grade (g/t Au) Busai Kulumadau Woodlark King Total Ore Reserve Proven Probable Proven Probable Proven Probable Proven Probable Total 9.3 4.3 7.4 5.2 1.9 0.8 18.6 10.4 28.9 1.03 0.87 1.37 1.17 1.06 0.84 1.17 1.02 1.12 Table 3: Woodlark Ore Reserves Estimate – November 2018 Ounces (oz) 307,300 120,900 324,700 196,900 65,000 22,800 697,000 340,600 1,037,600 2 3 Refer to March 2018 Pre-feasibility Study – ‘Robust Woodlark Gold project PFS Supports Development.’ Refer to ‘Woodlark Ore Reserve Update’ announced on 7 November 2018. 9 2021 ANNUAL REPORT REVIEW OF OPERATIONS Competent Person’s Statement The information in this announcement that relates to the Woodlark Mineral Resources is based on information compiled and reviewed by Mr Nicholas Johnson, a Competent Person who is a Member of the Australian Institute of Geoscientists and a full-time employee of MPR Geological Consultants Pty Ltd. Mr Johnson has sufficient experience which is relevant to the style of mineralization and type of deposits under consideration and to the activity which he has undertaken to qualify as a Competent Person as defined in the JORC Code 2012 and is a qualified person for the purposes of NI43-101. Mr Johnson has no economic, financial or pecuniary interest in the company and consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. The information in this announcement that relates to the Woodlark Ore Reserves is based on information compiled and reviewed by Mr John Battista, a Competent Person who is a Member and Chartered Professional of the Australian Institute of Mining and Metallurgy (AusIMM) and a full-time employee of Mining Plus Pty Ltd. Mr Battista has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which he has undertaken to qualify as a Competent Person as defined in the JORC Code 2012 and is a qualified person for the purposes of NI43-101. Mr Battista has no economic, financial or pecuniary interest in the company and consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. that underpin technical parameters In relation to the Mineral Resources and Ore Reserves, the Company confirms that all material assumptions the ASX and (‘Robust announcements made on 12 March 2018 Woodlark Gold project PFS Supports Development) and 7 November 2018 (‘Woodlark Ore Reserve Update) (Historical Announcements) continue to apply and have not materially changed. The Ore Reserves estimate underpinning the production targets in this announcement is based on information compiled and reviewed by Mr Battista who is a Competent Person in accordance with the JORC Code 2012. Where the Company refers to the Mineral Resources and Ore Reserves in this report (referencing the Historical Announcements), it confirms that it is not aware of any new information or data that materially affects the information included in the Historical Announcements and all material assumptions and technical parameters underpinning the Mineral Resources estimate and Ore Reserves estimate in those announcements continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Persons findings are presented have not materially changed from the Historical Announcements. 10 The information in this announcement that relates to exploration results is based on information compiled by or under the supervision of Jeffrey Moncrieff, a Competent Person who is a Member of The Australasian Institute of Mining and Metallurgy and Manager – Planning and Growth for Geopacific. Mr Moncrieff has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and the activity he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Moncrieff consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears. All information relating to the Mineral Resources and Ore Reserves were prepared and disclosed under the JORC Code 2012. Forward Looking Statements All statements other than statements of historical fact included in this announcement including, without limitation, statements regarding future plans and objectives of Geopacific are forward-looking statements. When used in this announcement, forward-looking statements can be identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’ or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this announcement, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the company, its directors and management of Geopacific that could cause Geopacific’s actual results to differ materially from the results expressed or anticipated in these statements. Geopacific cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this announcement will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements. Geopacific does not undertake to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this announcement, except where required by applicable law and stock exchange listing requirements. The Woodlark Gold Project is permitted by the Papua New Guinea Government, subject to meeting the conditions of the licence. 2021 ANNUAL REPORT DIRECTORS’ REPORT DIRECTORS’ REPORT The Directors present their report together with the financial report of the Geopacific Group, being Geopacific Resources Limited (Geopacific or the Company) and its controlled entities (the Group or consolidated entity) for the financial year ended 31 December 2021, and the auditor’s report thereon. 1. DIRECTORS AND COMPANY SECRETARY The names of the Company’s Directors and Company Secretary in office during the financial year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated. Position Held & Qualification Experience, Special Responsibilities & Other Directorships Andrew Bantock Non-Executive Chairman Appointed: 13 January 2022 B.Com Member of the Australia & New Zealand Institute of Chartered Accountants (CA) Mr Bantock has over 30 years of experience in corporate finance and commercial leadership. After qualifying as a Chartered Accountant with leading global firm Arthur Andersen, working in Australia and the UK, Mr Bantock commenced his commercial career with ASX/NZSE listed GRD Group, owner of New Zealand’s largest gold producer, Macraes Mining (later Oceana Gold), and world renown resource project design and construction engineer, GRD Minproc. Mr Bantock later become Finance Director of GRD, also serving six years as a Non-Executive Director of Western Australia’s water utility, Water Corporation, where he chaired the Audit and Compliance Committee. Mr Bantock subsequently helped to establish and co-lead an ASX listed exploration group, in various roles, including as founding Executive Chairman of Chalice Gold Mines Ltd and founding Managing Director of Liontown Resources Ltd, before being recruited back to a senior finance role, as CFO of Glencore’s Australian nickel business. Mr Bantock is currently a Senior Managing Director of FTI Consulting, an independent global business advisory firm. Mr Bantock is currently the Non-Executive Chairman of Elevate Uranium Limited. Mr Bantock did not hold any other directorships in the past three years. Mr Bantock held no interest in shares in the Company as at the date of this report. 2021 ANNUAL REPORT 11 DIRECTORS’ REPORT Position Held & Qualification Experience, Special Responsibilities & Other Directorships Colin Gilligan Non-Executive Director Appointed: 26 June 2018 B. Sc Engineering (Mining) Hons National Diploma - Coal Mining Mr Gilligan is a mining engineer with over 25 years of experience in the resources sector, in Australia, South Africa, North America and Asia. He has held technical, executive and director roles with a number of companies throughout his career including Mitsui, Thiess, Anglo, Coalspur Mines and Resource Generation. During his career Mr Gilligan has provided leadership to a number of operations, EPC contracts, mining contracts and development projects across a range of commodities. He has also successfully contributed to raising development funding in various forms. Mr Gilligan brings a successful background in organisational leadership, project development and delivery, predominantly achieved through a focus on people, culture and optimal efficiency. Mr Gilligan also contributes significant board level experience at private and public company level, particularly on technical matters, governance, funding, risk management, strategy and leadership. Mr Gilligan is the Chairman of the Project Oversight Committee and a member of the Audit and Risk Committee. Mr Gilligan is not currently a director of any other public company. Mr Gilligan was appointed CEO of BUMA Australia on 17 December 2021. During the past three years, Mr Gilligan has also served as a director of the following listed entities: • Resource Generation Limited (resigned 4 February 2022). Mr Gilligan has the following interest in shares in the Company as at the date of this report – 119,048 ordinary shares. 12 2021 ANNUAL REPORT DIRECTORS’ REPORT Position Held & Qualification Experience, Special Responsibilities & Other Directorships Ian Murray Non-Executive Director Appointed: 9 September 2019 B. Com Graduate Diploma in Accounting (GDA) Advanced Taxation Certificate Member of the Australian Institute of Company Directors (MAICD) Oxford Advanced Management & Leadership Programme (OAMLP) Fellow of the Australia & New Zealand Institute of Chartered Accountants (FCA) Sir Charles Lepani Non-Executive Director Appointed: 29 July 2020 B. Arts (Economics) Masters of Public Administration Mr Murray is a Chartered Accountant with over 25 years of mining experience in senior leadership positions, including the position of Chairman then Managing Director of Gold Road Resources Limited (Gold Road) and Chief Financial Officer then Managing Director of DRDGold Ltd. He has also held executive positions with international Big Four accounting firms. Mr Murray brings a wealth of financial, corporate, project development and operational experience to the Board. Most recently he held the role of Managing Director of Gold Road and was instrumental in taking the Gruyere Project from an exploration play through to a fully funded 8.2mtpa gold operation that is set to produce 300koz per annum in joint venture with Gold Fields Ltd. Mr Murray is the Chairman of the Audit and Risk Committee and the Remuneration and Nomination Committee and a member of the Project Oversight Committee. Mr Murray is currently an Independent Non-Executive Director at Black Rock Mining Ltd and Jupiter Mines Ltd, Executive Chairman of Matador Mining Ltd, as well as a Non-Executive Director of non-for- profit Miners Promise Ltd and charity Miners Promise Australia Ltd. During the past three years, Mr Murray has also served as a director of the following listed entities: • Gold Road Resources Limited (retired January 2019); and • Todd River Resources Ltd (resigned 25 October 2021) Mr Murray has the following interest in shares in the Company as at the date of this report – 238,095 ordinary shares. Sir Charles has over 40 years of experience in both the public and private sectors representing PNG as a Senior Diplomat and Advisor. Prior to joining the Board, his most recent roles were as High Commissioner of PNG in Australia from 2005-2017, and as Director General of PNG APEC 2017-2018. Sir Charles has been an advisor and consultant to successive Prime Ministers of PNG as well as the departments of Treasury, Finance, and the Law and Justice Sector. He has also worked alongside the United Nations Development Programme (UNDP), the United Nations Centre for Transnational Corporations (UNCTC) and the Asian Development Bank. Sir Charles will bring a substantial degree of insight, understanding, and local expertise to the management of our Woodlark Gold Project. Sir Charles was appointed as a member of the Remuneration and Nomination Committee on 3 February 2021. Mr Lepani held no interest in shares in the Company as at the date of this report. 13 2021 ANNUAL REPORT DIRECTORS’ REPORT Position Held & Qualification Experience, Special Responsibilities & Other Directorships Matthew Smith Chief Financial Officer & Company Secretary Appointed: 1 December 2016 B. Com (Accounting) Member of the Australia & New Zealand Institute of Chartered Accountants (CA) Ian Clyne Appointed: 6 October 2016 Resigned: 13 January 2022 Executive Chairman 1 January 2021 to 30 June 2021 11 November 2021 to 13 January 2022 Non-Executive Chairman 1 July 2021 to 10 November 2021 B. Bus (Management) Mr Smith has over 20 years of experience in the resource industry across a broad range of commodities including precious metals, industrials and bulk commodities. Mr Smith has worked for a range of companies operating in the Asia Pacific region and most recently held the role of Chief Financial Officer at ASX listed Kingsrose Mining Limited, with gold operations in Indonesia. Mr Smith is a Chartered Accountant with relevant industry experience being involved in a number of project funding transactions across debt and equity markets. Mr Smith also brings specialist knowledge in the areas of international taxation, corporate structuring, accounting and corporate governance. Mr Smith has previously held the role of Company Secretary at Straits Resources Limited. During the past three years, Mr Smith has also served as a director of Kula Gold Limited (resigned 2 July 2019). Mr Smith has the following interest in shares in the Company as at the date of this report – 498,389 ordinary shares. Mr Clyne has over 35 years of experience in international banking having worked in senior executive positions in ten countries in Asia, Oceania, Australia and Europe. He has specialised in emerging markets and has held roles of President, Director, Managing Director and Chief Executive Officer with universal banking operations that have extensive branch networks and large employee bases. Mr Clyne has successfully re-engineered banks in Indonesia, Italy, Poland and Papua New Guinea. Mr Clyne held the role of Managing Director and Group CEO of Bank South Pacific (BSP), based in Port Moresby (2008 – 2013). He undertook a major transformation program changing BSP from a typical emerging economy banking institution into an innovative, technology driven, modern bank. Under his leadership, the bank grew from having 400,000 accounts to over 1 million in Papua New Guinea and 1.5 million across the Pacific, including Fiji and the Solomon Islands, with a market capitalisation of $1.7 billion at the end of his term. Mr Clyne was a member of the Audit and Risk Committee and the Remuneration and Nomination Committee. Mr Clyne is a Non-Executive Director of Union Bank of Nigeria and TISA Community Finance Limited. Mr Clyne did not hold any other directorships in the past three years. Mr Clyne has the following interest in shares in the Company at the date of his resignation – 1,289,498 ordinary shares. 14 2021 ANNUAL REPORT DIRECTORS’ REPORT Position Held & Qualification Experience, Special Responsibilities & Other Directorships Mike Meintjes Appointed: 1 February 2021 Resigned: 2 March 2022 Joint Company Secretary B. Com (Hons) (Financial Accounting) F.Fin (FINSIA) Member of the Australia & New Zealand Institute of Chartered Accountants (CA) Mr Meintjes is an experienced governance specialist having first qualified as a Chartered Accountant and worked for over 30 years with a Big Four accounting firm. During this period, he spent three and a half years with Ernst & Young in Papua New Guinea based in Port Moresby. Since 2012, Mr Meintjes has held a number of part-time roles principally in the resource sector where he has acted as Company Secretary. Mr Meintjes is currently the CFO and company secretary for Alligator Energy Limited (ASX: AGE) and previously as company secretary for Resource Generation Limited (ASX: RES). Mr Meintjes has the following interest in shares in the Company at the date of his resignation – 15,000 shares. 2. PRINCIPAL ACTIVITY The Group is principally engaged in the development and exploration of the Woodlark Gold Project in Papua New Guinea. There were no significant changes in the nature of this activity of the Group during the financial year. 3. OPERATING AND FINANCIAL REVIEW A review of the operations and financial position of the Group during the year ended 31 December 2021, including details of the results of operations, changes to the state of affairs, and likely developments in the operation of the Group in subsequent financial years is set out in the Review of Operations. 4. DIVIDENDS No dividends were paid or declared during the financial year (2020: nil). 5. STATE OF AFFAIRS There have not been any significant changes in the state of affairs of the Group during the financial year, other than those noted in the financial report. 6. EVENTS SUBSEQUENT TO REPORTING DATE The financial statements have been prepared based upon conditions existing at 31 December 2021 and due consideration has been given to events that have occurred subsequent to 31 December 2021 that provide evidence of conditions that existed at the end of the reporting period. On 13 January 2022, the Company announced the appointment of Mr Andrew Bantock as Chairman and director of the Company, and the retirement of Mr Ian Clyne as Chairman and director of the Company. In February 2022, the Company announced that in view of ongoing delays in the project schedule and the consequent implications for capital cost escalation, a range of steps were taken including the suspension of all detailed engineering and civil works at the Project pending a review of the Company’s strategic options. The suspension of these activities will preserve cash reserves and require redundancies across the Group. In April 2022, the Company announced that it terminated the Facility and Stream Agreements with Sprott. The financial liabilities comprising of the termination fees described in Notes 18 and 19 to the financial statements were settled and paid for an aggregate amount of US$6 million. This did not result in gain or loss on termination. Other than the matter discussed above, no other matters or circumstances haves arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 15 2021 ANNUAL REPORT DIRECTORS’ REPORT 7. DIRECTORS’ INTERESTS AND BENEFITS The relevant interest of each Director in the share capital as notified by the Directors to the Australian Securities Exchange in accordance with section 205G(1) of the Corporations Act 2001, at the date of this report is as follows: Name A Bantock C Gilligan I Murray C Lepani Shares Direct Options Rights Shares Indirect Options Rights - - - - - - - - - - - - - 119,048 238,095 - - - - - - - - - 8. DIRECTORS’ MEETINGS The number of Directors’ meetings (including meetings of committees) and the number of meetings attended by each of the Directors of the Company during the financial year are set out below: Name I Clyne C Gilligan I Murray C Lepani Directors Meetings Audit and Risk Committee Meetings Attended* Eligible to Attend Attended* Eligible to Attend 17 17 17 17 17 17 17 17 3 3 3 - 3 3 3 - * Either in person, or by electronic means. Name I Clyne C Gilligan I Murray C Lepani Remuneration and Nomination Committee Meetings Project Oversight Committee Meetings Attended* Eligible to Attend Attended* Eligible to Attend 2 - 2 1 2 - 2 1 - 9 9 - - 9 9 - * Either in person, or by electronic means. The Board of Directors takes ultimate responsibility for corporate governance. This includes the establishment of compensation arrangements for the Company’s Executive Directors and senior executives. It also includes the appointment and retirement of Non-Executive Directors, appointment of Auditors, monitoring key areas of business risk, maintenance of ethical standards and Audit and Risk Committees. The Board seeks independent professional advice as necessary in carrying out its duties and responsibilities. 9. LIKELY DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES The Group will continue to advance its development and exploration portfolio and seek to increase its tenement holdings by acquiring further projects. 10. ENVIRONMENTAL REGULATIONS Entities in the Group are subject to normal environmental regulations in areas of operations in PNG, Cambodia and Fiji. There were no breaches of these regulations during the financial year, or in the period subsequent to the end of the financial year and up to the date of this report. 16 2021 ANNUAL REPORT DIRECTORS’ REPORT 11. SHARE OPTIONS There were 7,462,191 Options over unissued shares unexercised at 31 December 2021 (2020: 5,113,308). During the 2021 reporting period, the Company issued 3,349,828 unlisted Options and 1,000,945 shares on the exercise of unlisted Options. Since the end of the 2021 reporting period and up to the date of this report, no unlisted Options have been cancelled or exercised. Details of unlisted Options over unissued shares in the Company as at the date of this report are presented in the following table: Options on Issue Exercise Price Expiry Date 32,000 8,000 320,000 808,740 1,296,965 327,500 1,063,850 526,262 376,546 2,702,328 $62.50 $125.00 $0.00 $1.02 $0.00 $0.00 $0.58 $0.00 $0.93 $0.32 Not later than 5-years after defining a JORC compliant ore reserve of over 200,000oz Au on the Faddy’s Gold Deposit Not later than 10-years after defining a JORC compliant ore reserve of over 1,000,000oz Au on the Faddy’s Gold Deposit 1 January 2022 (or as otherwise extended) 10 July 2022 19 July 2022 1 January 2023 19 July 2023 21 August 2023 21 August 2024 29 September 2026 Option holders do not have any rights to participate in any issues of shares or other interest in the Company or any other entity. 12. SHARE APPRECIATION RIGHTS There were 2,430,722 Share Appreciation Rights over unissued shares unexercised at 31 December 2021 (2020: 2,430,722). During the 2021 reporting period, the Company did not issue any share appreciation rights or shares on the exercise of unlisted share appreciation rights. Since the end of the 2021 reporting period and up to the date of this report, no unlisted share appreciation rights have been cancelled or exercised. Details of unlisted Share Appreciation Rights over unissued shares in the Company as at the date of this report are presented in the following table: Share Appreciation Rights on Issue Theoretical Exercise Price 894,605 1,129,101 407,016 $0.71 $0.40 $0.65 Expiry Date 10 July 2022 19 July 2023 21 August 2024 13. SHARE PERFORMANCE RIGHTS There were 3,112,442 Share Performance Rights over unissued shares unexercised at 31 December 2021 (2020: nil). During the 2021 reporting period, the Company issued 3,112,442 share performance rights and did not issue any shares on the exercise of share performance rights. Since the end of the 2021 reporting period and up to the date of this report, no unlisted share performance rights have been cancelled or exercised. Details of unlisted Share Performance Rights over unissued shares in the Company as at the date of this report are presented in the following table: Share Performance Rights on Issue 3,112,442 Exercise Price $0.00 Expiry Date 31 March 2024 17 2021 ANNUAL REPORT DIRECTORS’ REPORT 14. INSURANCE OF OFFICERS The Company has paid an insurance premium to cover the Directors, Company Secretary and Executives of the Group in respect of certain legal liabilities, including costs and expenses in successfully defending legal proceedings, whilst they remain as Directors or Officers and for seven years thereafter. The insurance contract prohibits the disclosure of the total amount of the premiums and a summary of the nature of the liabilities insured. 15. PROCEEDINGS ON BEHALF OF COMPANY No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to 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 part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. 16. AUDITOR’S INDEPENDENCE DECLARATION The auditor’s independence declaration for the year ended 31 December 2021 is set out on page 34. 17. AUDITOR The Company’s auditor is Ernst & Young. The Company has agreed with Ernst & Young, as part of its terms of engagement, to indemnify Ernst & Young against certain liabilities to third parties arising from the audit engagement. The indemnity does not extend to any liability resulting from a negligent, wrongful or wilful act or omission by Ernst & Young. During the financial year the Company has not paid any premium in respect to any insurance for Ernst & Young or a body corporate related to Ernst & Young. During the year, the following fees were paid or payable to the auditors of the Company for services provided by the auditor of the Company and its subsidiaries, its related practices and non related audit firms: Audit Services Ernst & Young Audit and review of the financial report for Geopacific and its controlled subsidiaries and other audit work under the Corporations Act 2001 Total 18. NON-AUDIT SERVICES Consolidated 2021 $ 218,000 218,000 2020 $ 65,100 65,100 There were no non-audit services provided by the auditor during the period of this report. 18 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED This report outlines the remuneration arrangements of the Group pursuant to the requirements of the Corporations Act 2001 and its regulations. This information has been audited as required under section 308(3)(c) of the Corporations Act 2001. This report details the remuneration arrangements of the Group’s key management personnel (KMP), who are defined as those persons who have the authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any Director of Geopacific. Details of the KMP of the Group during the reporting period are set out in the table below: Name Non-Executive Directors Ian Clyne Non-Executive role from 1 July 2021 to 10 November 2021 Executive role from 1 January 2021 to 30 June 2021 and 11 November 2021 to 13 January 2022 Position Chairman Colin Gilligan Ian Murray Sir Charles Lepani Executives Timothy Richards Matthew Smith Graeme Rapley Commenced 1 February 2021, Ceased 31 October 2021 Glenn Zamudio Ceased 31 March 2021 Non-Executive Director Non-Executive Director Non-Executive Director Chief Executive Officer Chief Financial Officer & Company Secretary Project Director - Woodlark General Manager - Projects Subsequent to 31 December 2021, Andrew Bantock was appointed Non-Executive Chairman following the retirement of Ian Clyne on 13 January 2022. There were no changes to KMP other than those noted above after the reporting date and before the date the financial report was authorised for issue. Remuneration Governance In preparation for the development of the Woodlark Gold Project, the Board established a Remuneration and Nomination Committee in February 2021. The Remuneration and Nomination Committee is responsible for reviewing and recommending the remuneration arrangements of the KMP and ensuring that the Group’s remuneration structures are aligned with the interests of the Company and its Shareholders. This includes an annual remuneration review of base salary (including superannuation), short-term incentives (STI) and long-term incentives (LTI), including the appropriateness of performance hurdles. 19 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Remuneration Consultants During the 2021 reporting period, the Company engaged BDO Chartered Accountants to complete a benchmarking exercise of non-executive director fees for peer group companies. The findings indicated that the Board was being remunerated at the median level of the identified peer group and that an opportunity existed to adjusted to the 62.5th percentile in the future. No adjustments to non-executive director fees were made from the findings and recommendations in the report. During the 2020 reporting period, the Company engaged BDO Chartered Accountants to complete a benchmarking exercise of the comprehensive remuneration framework review first conducted in 2017. This exercise incorporated an update to the comparison peer group of companies and a refresh of the underlying peer group remuneration data. A total of $13,450 was paid to remuneration consultants during 2021. Remuneration Overview and Strategy During the 2021 reporting period, the Group’s Remuneration and Benefits Strategy was reviewed in light of the decision to develop the Woodlark Gold Project and documented along with the development of various supporting guidelines and procedures. The objective of the Group’s remuneration framework is to support the delivery of sustained shareholder value and to reward employees in line with general market conditions. The strategy is designed to attract, motivate and retain high calibre individuals through the provision of remuneration packages that incorporates a balance of fixed and variable remuneration. In accordance with sound corporate governance practices, the structure of non-executive and executive remuneration is separate and distinct. There is no direct relationship between non-executive remuneration and the financial performance of the Group. The remuneration strategy and practices are influenced by the Australian and PNG (as applicable to the relevant roles) mining industry peer companies with which it competes for talent. These peer companies are predominantly ASX and PNGX listed gold producing companies with a similar or larger market capitalisation. Geopacific is committed to gender pay equity and has established human resource systems, policies and procedures to ensure that all remuneration review processes are conducted fairly and free of any bias. The approach encompasses the complete employee lifecycle including appointment, salary review, performance reviews and bonus reviews. The following table shows the Group’s performance over the reporting period and the previous four financial years and against overall remuneration for these years: 2017 2018 2019 2020 Loss Per Share (Cents)(i) Year-end share price ($)(i) Market capitalisation ($ million) 7.35 0.675 48.7 68.55 0.40 33.3 6.43 0.50 87.3 2.59 0.43 94.1 2021 12.67 0.21(ii) 109.0 Total KMP remuneration ($) 1,468,516 2,196,274 2,127,902 3,012,188 2,543,732 (i) The loss per share and year-end share price from 2017 to 2018 have been adjusted to reflect the 25:1 share consolidation conducted in December 2019. (ii) Share price at 14 December 2021 prior to voluntary suspension on ASX. 20 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Executive Remuneration Framework The Board’s objective is to reward Executives with a quantum and mix of remuneration commensurate with their position and responsibilities and that is competitive within the marketplace. The Company remunerates its Executives with a mix of both fixed and at risk, or variable, remuneration. The mix of fixed and at-risk remuneration varies according to the role of each Executive, with the highest level of at-risk remuneration applied to those roles that have the greatest potential to influence and deliver Company outcomes and drive shareholder value. Variable remuneration, or performance linked remuneration, includes a combination of short and long-term incentives designed to provide an “at risk” reward in a manner which aligns with the creation of sustained shareholder value. The short and long term incentives are integral to a competitive market based remuneration package and should not be mistaken for constituting a bonus for performing the role. All Executives are eligible to receive short and long-term incentives which can be issued in accordance with the Company’s Securities Incentive Plan (Incentive Plan) that was approved by shareholders at the AGM held on 30 May 2018. The Incentive Plan incorporates a 5% cap on the total shares that can be issued to Executives pursuant to the plan. The following table provides a high-level summary of the Company’s remuneration framework: Remuneration Element Description Criteria Total Fixed Remuneration Variable Remuneration: Short Term Incentive Variable Remuneration: Long Term Incentive Remuneration linked to market rate of the role. Included the Fixed Remuneration Correction Plan relevant to prior years (see below). Remuneration for meeting role requirements. At risk remuneration for delivering on key performance indicators which are designed to drive personal and Company performance. Incentive for the achievement of board approved annual corporate objectives along with two to three role specific performance objectives. At risk remuneration for the creation of value for shareholders - directly linked to outcomes that will drive shareholder returns. Incentive for corporate performance over the long-term. Total Fixed Remuneration Total Fixed Remuneration (TFR) incorporates base salary plus superannuation paid to employees. All Geopacific roles are benchmarked against matching roles from industry benchmarking data. Fixed Remuneration Correction Plan In prior years a fixed remuneration correction plan was in place designed to align total fixed remuneration with market rates using a share based payment rather than cash. The Fixed Remuneration Correction Plan was discontinued during the 2021 financial year. In prior years, Class A Options were issued annually in advance, for no consideration and had an exercise price of nil. As the Class A Options were issued as part of the fixed remuneration correction plan, no vesting conditions were attached other than the continuation of service, which could be waived at the discretion of the Board. The value of Class A Options was included in the Executives’ total fixed remuneration for the period. No Class A Options were issued in the current reporting period. During the prior year, Class A Options were issued with a one-year vesting period in relation to services performed for the 2020 financial year. 21 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Short Term Incentive Plan Short Term Incentives (STIs) are structured to remunerate senior employees for achieving annual Company targets as well as their own individual performance targets designed to favourably impact the business. The criteria used to assess the STI include funding and development progress, costs and key safety elements that are within management’s control and underpin the overall performance of the Company. The STI is linked to specific personal and Company objectives over the financial year. Performance of the STI objectives is assessed subsequent to the end of the financial year, with the amount determined to be achieved paid in cash or shares. For Executive KMP, the Board is responsible for setting and assessing the key performance indicators (KPI) against which the annual STI is measured. For Executive KMP, the STI results are weighted 70% corporate targets and 30% to individual or personal targets. For all other Management levels, the STI results are weighted 50% to corporate targets and 50% to individual targets. Corporate and individual targets are established by reference to the Company’s strategy. For each KPI there are defined “threshold”, “target” and “stretch” measures which are capable of objective assessment. The proportion of the STI earned is calculated by adding the average result of the Company targets with the average result of an individual’s performance targets. The Board, in exercising its discretion determined that no STI would be paid in respect of the 2021 reporting period. Securities Incentive Plan - Long Term Incentive During the 2021 reporting period, the Company introduced revised Long Term Incentive Plan (LTI Plan). The revised LTI Plan involves the granting of Performance Rights which vest upon achievement of performance measures over a three-year period. Performance Rights carry no dividend or voting rights. On vesting, each Performance Right is convertible into one ordinary share. The Board retains overall discretion on whether an LTI should be granted or the amount varied each performance year. If an employee ceases to be an employee by a Group Company all unvested Performance Rights are forfeited and lapse unless otherwise determined by the Board. If the Board forms the opinion that an employee has committed an act of fraud, defalcation or gross misconduct, the individual will forfeit all unvested rights. The Company may also recover damages from vested Performance Rights held by or for the benefit of the individual. The LTI Plan is linked to the achievement of milestones that are set each calendar year by the Board. The Board selects milestones that are intended to drive sustained returns for Shareholders over a three-year period and which are considered consistent with peer group companies. The total incentive plan opportunity, which represents the maximum incentive available to the employee is determined as follows: Level Chief Executive Officer Chief Financial Officer General Managers Percentage Available 100% of total fixed remuneration 80% of total fixed remuneration 60% of total fixed remuneration 22 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Securities Incentive Plan - Long Term Incentive (Continued) The Board approved the following vesting milestones for the Performance Rights granted in relation to the 2021 financial year: Vesting Milestone Description Executive KMP Other Management 1. Production Achievement of forecast production and cash costs in FY 2023 2. Resource growth 25% increase to the Woodlark Gold Project JORC Mineral Resource by the end of FY 2023 3. Retention Continued employment to the end of FY 2023 75% 25% - 50% 17% 33% Weighting Non Executive Directors Fees and payments to Non Executive Directors reflect the demands, which are made on, and the responsibilities of the Directors. A review of Non Executive Directors’ fees is conducted annually. The Board may from time to time seek the advice of independent remuneration consultants to ensure Non Executive Directors’ fees and payments are appropriate in the market setting. The Chairman’s fees are determined independently to the fees of Non Executive Directors based on comparative roles in market. The Chairman is not present at any discussions relating to determination of his own remuneration. Non Executive Directors’ fees are determined within an aggregate Directors’ fee pool limit, which is periodically recommended for approval by shareholders. The pool limit currently stands at $600,000 per year in aggregate as agreed at the 2021 AGM (2020: $400,000). A Director may also be paid fees or other amounts if special duties are performed outside the scope of normal duties of a Director. During the 2021 reporting period the Chairman assumed additional responsibilities in order to accommodate a smooth transition of management during the first half of 2021 and subsequently again in Q4 of 2021 when the Project review was being undertaken. For these additional services, the Chairman was paid at a rate of $2,500 per day for a total of $172,500 during the year. When this rate applied, the standard Non-Executive Chairman’s fee was not paid. A Director may also be reimbursed for out-of-pocket expenses incurred as a result of their directorship or any special duties. 23 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Details of Remuneration The tables below set of the details of the remuneration of the Group’s KMP, as required by Section 308(3C) of the Corporations Act 2001. Short Term Benefits Post Employment Benefits Share Based Payments Long Term Benefits Performance Related Salaries & Fees $ Annual Leave $ Bonus $ Super- annuation Termination Payments Options & Rights Long Service Leave $ $ $ $ 2021 Non-Executive Directors (NED) I Clyne(i) C Gilligan I Murray C Lepani NED Sub total Executive Director I Clyne(i) Executive Director Sub total Other KMP T Richards M Smith G Rapley(ii) G Zamudio(iii) 31,667 60,000 60,000 60,000 211,667 172,500 172,500 451,125 305,763 250,508 83,525 Other KMP Sub total 1,090,921 - - - - - - - 20,873 4,716 12,716 5,589 43,894 - - - - - - - - 60,000 - 17,808 77,808 3,167 5,850 5,850 5,040 19,907 16,825 16,825 27,136 24,486 - 13,721 65,343 - - - - - - - - - - 119,383 119,383 Total $ 34,834 65,850 65,850 65,040 231,574 189,325 189,325 - - - - - - - - - - - - - - 238,026 181,117 - 308,090 727,233 1,299 6,557 - (9,605) (1,749) 738,459 582,639 263,224 538,511 2,122,833 % - - - - - 32 41 - 61 TOTAL 1,475,088 43,894 77,808 102,075 119,383 727,233 (1,749) 2,543,732 (i) Mr I Clyne worked in an executive capacity from 1 January 2021 to 30 June 2021 and from 11 November 2021 to 31 December 2021 (ii) Mr G Rapley commenced on 1 February 2021 and resigned on 31 October 2021 (iii) Mr G Zamudio resigned on 31 March 2021. On this date, the Board approved that Mr G Zamudio would be entitled to his unvested Options and Rights, waiving the service period normally required as at the date he ceased employment. This resulted in an accelerated expensing profile relating to share-based payments. Geopacific’s share price on that date was $0.28. The fair value of these grants was not changed at the date of modification and the remaining vesting conditions assigned to his options and rights were not modified on this date. 2021 ANNUAL REPORT 24 19. REMUNERATION REPORT - AUDITED (CONTINUED) Details of Remuneration (Continued) Short Term Benefits Post Employment Benefits Share Based Payments Long Term Benefits Performance Related DIRECTORS’ REPORT Salaries & Fees $ Annual Leave $ Bonus $ Super- annuation Termination Payments Options & Rights Long Service Leave $ $ $ $ 2020 Non-Executive Directors (NED) I Clyne(i) C Gilligan C Lepani(ii) I Murray NED Sub total Executive Directors I Clyne(i) R Heeks(iii) Executive Directors Sub total Other KMP T Richards(iv) M Smith G Zamudio Other KMP Sub total 47,500 60,000 27,807 60,000 195,307 298,542 255,000 553,542 103,899 258,214 217,937 580,050 - - - - - - - - 8,391 21,075 18,265 47,731 - - - - - - - - - - - - - 4,513 5,700 - 5,700 15,913 28,361 - 28,361 10,364 25,331 22,439 58,134 - - - - - - - - - - - - 399,996 399,996 740,735 740,735 - - - - - 193,701 185,846 379,547 Total $ 52,013 65,700 27,807 65,700 211,220 326,903 1,395,731 1,722,634 122,654 506,002 449,678 % - - - - - - 53 - 38 41 - - - - - - - - - 7,681 5,191 12,872 1,078,334 TOTAL 1,328,899 47,731 102,408 399,996 1,120,282 12,872 3,012,188 (i) Mr I Clyne worked in an executive capacity from 1 July 2020 through to 31 December 2020 (ii) Sir C Lepani commenced on 29 July 2020 (iii) Mr R Heeks resigned on 4 June 2020. Mr Heeks continued to work as a consultant until 4 September 2020 and was paid $100,000 for the period from 5 June 2020 until 4 September 2020. This amount is included as salaries and wages in the above table (iv) Mr T Richards commenced on 5 October 2020 2021 ANNUAL REPORT 25 DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Service Agreements A summary of the key terms of the Director contracts with the Company are set out below: Ian Clyne - Non-Executive Chairman • Directors Fees of $95,000 per annum pro-rata from 1 July 2021 to 10 November 2021; • Directors Fees of $2,500 per day while working in an executive capacity from 1 January 2021 to 30 June 2021 and 11 November 2021 to 31 December 2021; • Statutory superannuation contributions; • Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder approval; and • No notice period. Colin Gilligan - Non-Executive Director • Directors Fees of $60,000 per annum; • Statutory superannuation contributions; • Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder approval; and • No notice period. Ian Murray - Non-Executive Director • Directors Fees of $60,000 per annum; • Statutory superannuation contributions; • Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder approval; and • No notice period. Sir Charles Lepani - Non-Executive Director • Directors Fees of $60,000 per annum; • Statutory superannuation contributions; • Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder approval; and • No notice period. 26 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Short Term Incentives No bonus payments were made to Directors of the Company during the reporting period. A cash bonus payment based on achievement of KPIs for the 2020 financial year was awarded and made in January 2021 to two KMP of the Group for performance during that period. The STI entitlement was based on a percentage of the TFR as follows: 2020 Incentive (Paid in 2021) M Smith G Zamudio * inclusive of superannuation $1,692 STI % 20% of TFR 7.5% of TFR STI Value $60,000 $19,500* The Company’s STI measures as approved by the Board for the 2021 financial year relate to the delivery of the primary objective of the Company, being safe project execution and include: STI Measure Threshold and Target Environmental, Social Governance Project Execution Community relocation completed by Q4 2021, Landowner business arm and landowner association governance in place, Alotau office operational, site medical clinic operational providing local support. Funding (debt and equity) in place for board final investment decision Q2 2021. Cost to complete estimate as at 31 December 2021 tracking within +/-5% of agreed baseline. Result Not achieved. Not achieved. Safety Performance No more than 2 LTI’s for the company of contractor workforce. Achieved Stretch. The table below outlines the STIs that were available to Executive KPI during the 2021 financial year. Maximum potential STI 2021 Target Stretch1 T Richards $238,625 $357,938 M Smith $149,186 $223,779 G Rapley2 N/A N/A % linked to Corporate Performance % linked to Personal Performance Actual STI awarded 100% 100% - - - - - - - 1 2 Inclusive of “Target” G Rapley did not participate in the STI scheme due to his unique role he had a specific Retention and Performance bonus of 50% of one year’s TFR after 2 years or upon early completion of the Project. The Board has discretion on whether to pay the STI in any given year, irrespective of whether the Company and personal STI targets are achieved. The Board, in exercising its discretion determined that no STI would be paid in respect of the 2021 financial year. 27 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Long Term Incentives – Share Based Compensation Options Options over ordinary shares in the Company were provided as remuneration to KMP during the year as per the Securities Incentive Plan, which was approved by shareholders at the Company’s AGM held on 30 May 2018. No Options were granted during the 2021 reporting period to the Directors of the Company and other KMP of the Group. No Options vested during the 2021 reporting period. The following table outlines the Options granted or vested during the 2020 reporting period to the Directors of the Company and other KMP of the Group. Options granted during the year Grant date Fair value per option at grant date Value of option at grant date ($) Vesting date Exercise price Expiry date Options vested/ lapsed during the year 2020 Instru- ment Year Executive Director R Heeks ZEPO(i) 2020 5,231 28-Jul-20 $0.680 3,557 28-July-21 $0.000 21-Aug-21 R Heeks ZEPO(i) 2020 244,662 28-Jul-20 $0.680 166,370 28-July-23 $0.000 21-Aug-23 R Heeks PEPO(ii) 2020 182,344 28-Jul-20 $0.430 78,408 28-July-24 $0.972 21-Aug-24 Other KMP T Richards ZEPO(i) 2020 320,000 8-Jul-20 $0.445 142,400 1-Jan-22 $0.000 1-Jan-22 T Richards ZEPO(i) 2020 327,500 8-Jul-20 $0.445 145,738 1-Jan-23 $0.000 1-Jan-23 M Smith ZEPO(i) 2020 12,538 11-Aug-20 $0.625 7,836 11-Aug-21 $0.000 21-Aug-21 M Smith ZEPO(i) 2020 168,960 11-Aug-20 $0.625 105,600 11-Aug-23 $0.000 21-Aug-23 M Smith PEPO(ii) 2020 116,521 11-Aug-20 $0.393 45,793 11-Aug-24 $0.894 21-Aug-24 G Zamudio ZEPO(i) 2020 12,538 11-Aug-20 $0.625 7,836 11-Aug-21 $0.000 21-Aug-21 G Zamudio ZEPO(i) 2020 112,640 11-Aug-20 $0.625 70,400 11-Aug-23 $0.000 21-Aug-23 G Zamudio PEPO(ii) 2020 77,681 11-Aug-20 $0.393 30,529 11-Aug-24 $0.894 21-Aug-24 - - - - - - - - - - - (i) Zero exercise price options (ZEPO) (ii) Premium exercise price options (PEPO) The fair value of the Options is measured at grant date and allocated equally over the period from grant date to vesting date, unless participants resign during the vesting period, in which case the fair value of the Options is expensed immediately. This allocation is reflected in the Share Based Payments column of the remuneration tables above. The fair value at grant date was determined by a combination of internal and external sources using a Black- Scholes option pricing model and independent third-party valuations. 28 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Long Term Incentives – Share Based Compensation (Continued) Share Appreciation Rights Share Appreciation Rights over ordinary shares in the Company were granted as remuneration to KMP during prior financial years as per the Securities Incentive Plan, which was approved by shareholders at the Company’s AGM held on 30 May 2018. No Share Appreciation Rights were issued during the 2021 reporting period due to the introduction of the revised LTI Plan. The following table outlines the Share Appreciation Rights granted during the 2020 reporting period to the Directors of the Company and other KMP of the Group. Rights granted during the year Fair value per right at grant date Value of right at grant date ($) Grant date Vesting date Exercise price Expiry date 2020 Instru- ment Year Executive Director R Heeks SAR 2020 182,656 28-Jul-20 $0.468 85,483 28-July-23 $0.680 21-Aug-24 Other KMP M Smith SAR 2020 134,616 11-Aug-20 $0.429 57,750 11-Aug-23 $0.625 21-Aug-24 G Zamudio SAR 2020 89,744 11-Aug-20 $0.429 38,500 11-Aug-23 $0.625 21-Aug-24 Rights vested/ lapsed during the year - - - The fair value of the Share Appreciation Rights is measured at grant date and allocated equally over the period from grant date to vesting date, unless participants resign during the vesting period, in which case the fair value of the Share Appreciation Rights is expensed immediately. This allocation is reflected in the Share Based Payments column of the remuneration tables above. The fair value at grant date was independently determined by a third party. Share Performance Rights Share Performance Rights over ordinary shares in the Company were granted as remuneration to KMP during the year as per the Securities Incentive Plan, which was approved by shareholders at the Company’s AGM held on 30 May 2018. The following table outlines the Share Performance Rights granted or vested during the 2021 reporting period to the Directors of the Company and other KMP of the Group. Rights granted during the year Grant date Fair value per right at grant date Value of right at grant date ($) Vesting date Exercise price Expiry date Instru- ment Year 2021 Other KMP T Richards SPR 2021 1,079,545 2-Aug-21 $0.335 361,648 31-Dec-23 $0.000 31-Mar-24 M Smith SPR 2021 600,000 2-Aug-21 $0.335 201,000 31-Dec-23 $0.000 31-Mar-24 Rights vested/ lapsed during the year - - The fair value of the Share Performance Rights is measured at grant date and allocated equally over the period from grant date to vesting date. If participants resign during the vesting period, the Share Performance Rights are forfeited unless the Board at its discretion decides otherwise. If Share Performance Rights are retained by the participants upon resignation or termination, the fair value of the Share Performance Rights is expensed immediately. This allocation is reflected in the Share Based Payments column of the remuneration tables above. The fair value at grant date was independently determined by a third party. 29 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Equity Instrument Disclosures Relating to KMP Options Options over Ordinary Shares in the Company held during the financial year by Directors of the Company and other KMP of the Group. Opening Balance 1 January 2021 Granted During the Year Exercised During the Year Net Change Other Held at Resignation Closing Balance 31 December 2021 Options Exercisable at 31 December 2021 - - - - - - - - - 2021 Directors I Clyne C Gilligan I Murray C Lepani Sub total Other KMP T Richards 647,500 M Smith 1,032,039 G Rapley(i) - G Zamudio(ii) 936,879 Sub total TOTAL 2,616,418 2,616,418 - - - - - - - - - - - - - - - - (165,072) - - (165,072) (165,072) - - - - - - - - - - - - - - - - - - - (936,879) - - - - - 647,500 866,967 - - (936,879) 1,514,467 (936,879) 1,514,467 - - - - - - - - - - - (i) Mr G Rapley commenced on 1 February 2021 and resigned on 31 October 2021 (ii) Mr G Zamudio resigned on 31 March 2021 Opening Balance 1 January 2020 Granted During the Year Exercised During the Year Net Change Other Held at Resignation Closing Balance 31 December 2020 Options Exercisable at 31 December 2020(i) 2020 Directors I Clyne C Gilligan I Murray C Lepani(iii) - - - - - - - - - - - - - R Heeks(ii) 1,111,690 Sub total 1,111,690 Other KMP T Richards(iv) - 647,500 M Smith 927,559 298,019 (193,539) G Zamudio 927,559 202,859 (193,539) Sub total 1,855,118 1,148,378 (387,078) TOTAL 2,966,808 1,148,378 (387,078) - - - - - - - - - - - - - - - (1,111,690) (1,111,690) - - - - - - - - - - 647,500 1,032,039 936,879 2,616,418 (1,111,690) 2,616,418 - - - - - - - - - - - (i) Options exercisable at 31 December 2020 have not yet vested (ii) Mr R Heeks resigned on 4 June 2020 (iii) Sir C Lepani commenced on 29 July 2020 (iv) Mr T Richards commenced on 5 October 2020 30 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Equity Instrument Disclosures Relating to KMP (Continued) Share Appreciation Rights Share Appreciation Rights over Ordinary Shares in the Company held during the financial year by Directors of the Company and other KMP of the Group. Opening Balance 1 January 2021 Granted During the Year Exercised During the Year Net Change Other Held at Resignation Closing Balance 31 December 2021 Rights Exercisable at 31 December 2021(i) 2021 Directors I Clyne C Gilligan I Murray C Lepani Sub total Other KMP T Richards M Smith G Rapley(ii) - - - - - - 501,885 - G Zamudio(iii) 457,013 Sub total TOTAL 958,898 958,898 Opening Balance 1 January 2020 - - - - 498,337 498,337 2020 Directors I Clyne C Gilligan I Murray C Lepani(iii) R Heeks(ii) Sub total Other KMP T Richards(iv) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (457,013) (457,013) (457,013) - - - - - - - - - - - - 501,885 501,885 - - - - 501,885 501,885 501,885 501,885 (i) Share Appreciation Rights exercisable at 31 December 2021 have not yet vested (ii) Mr G Rapley commenced on 1 February 2021 and resigned on 31 October 2021 (iii) Mr G Zamudio resigned on 31 March 2021 Granted During the Year Exercised During the Year Net Change Other Held at Resignation Closing Balance 31 December 2020 Rights Exercisable at 31 December 2020(i) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (498,337) (498,337) - - - - (498,337) - - - - - - - - - - - - - - 501,885 457,013 958,898 958,898 501,885 457,013 958,898 958,898 M Smith 367,269 134,616 G Zamudio 367,269 89,744 Sub total TOTAL 734,538 224,360 1,232,875 224,360 (i) Share Appreciation Rights exercisable at 31 December 2020 have not yet vested (ii) Mr R Heeks resigned on 4 June 2020 (iii) Sir C Lepani commenced on 29 July 2020 (iv) Mr T Richards commenced on 5 October 2020 31 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Equity Instrument Disclosures Relating to KMP (Continued) Share Performance Rights Share Performance Rights over Ordinary Shares in the Company held during the financial year by Directors of the Company and other KMP of the Group. Opening Balance 1 January 2021 Granted During the Year Exercised During the Year Net Change Other Held at Resignation Closing Balance 31 December 2021 Rights Exercisable at 31 December 2021 - - - - - - - - - - - - - - - - 1,079,545 600,000 - - 1,679,545 1,679,545 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,079,545 600,000 - - 1,679,545 1,679,545 - - - - - - - - - - - 2021 Directors I Clyne C Gilligan I Murray C Lepani Sub total Other KMP T Richards M Smith G Rapley(i) G Zamudio(ii) Sub total TOTAL (i) Mr G Rapley commenced on 1 February 2021 and resigned on 31 October 2021 (ii) Mr G Zamudio resigned on 31 March 2021 Ordinary Shares The number of Ordinary Shares in the Company held during the financial year by each Director of the Company and other KMP of the Group, including their personally related parties, was as follows: Opening Balance 1 January 2021 Issued on Vesting of Options Shares Acquired on Market Held at Resignation Net Change Other(iii) Closing Balance 31 December 2021 330,330 - - - 330,330 - - - - - - - 333,317 165,072 - 373,317 706,634 - - 363,930 - - - 363,930 66,000 - - - - - - - - - - - (373,317) 595,238 119,048 238,095 - 1,289,498 119,048 238,095 - 952,381 1,646,641 119,048 - - - 185,048 498,389 - - 165,072 66,000 (373,317) 119,048 683,437 1,036,964 165,072 429,930 (373,317) 1,071,429 2,330,078 2021 Directors I Clyne C Gilligan I Murray C Lepani Subtotal Other KMP T Richards M Smith G Rapley(i) G Zamudio(ii) Subtotal TOTAL (i) Mr G Rapley commenced on 1 February 2021 and resigned on 31 October 2021 (ii) Mr G Zamudio resigned on 31 March 2021 (iii) Subscription under the share placement finalised on 12 February 2021 after obtaining shareholder approval at an EGM 32 2021 ANNUAL REPORT DIRECTORS’ REPORT 19. REMUNERATION REPORT - AUDITED (CONTINUED) Equity Instrument Disclosures Relating to KMP (Continued) Ordinary Shares (Continued) Opening Balance 1 January 2020 Issued on Vesting of Options Shares Acquired on Market Held at Resignation Net Change Other Closing Balance 31 December 2020 2020 Directors I Clyne C Gilligan I Murray C Lepani(ii) R Heeks(i) Subtotal Other KMP T Richards(iii) M Smith G Zamudio Subtotal 272,000 - - - 449,832 721,832 - 139,778 179,778 319,556 - - - - - - - 193,539 193,539 387,078 58,330 - - - - - - - - (449,832) 58,330 (449,832) - - - - - - - - - - - - - - - - - - - 330,330 - - - - 330,330 - 333,317 373,317 706,634 1,036,964 TOTAL 1,041,388 387,078 58,330 (449,832) (i) Mr R Heeks resigned on 4 June 2020 (ii) Sir C Lepani commenced on 29 July 2020 (iii) Mr T Richards commenced on 5 October 2020 Other Transactions with KMP and their related parties There were no other transactions with KMP and their related parties during the year. END OF REMUNERATION REPORT The Directors Report, including the Remuneration Report, is signed in accordance with a resolution of the Directors: Andrew Bantock Non-Executive Chairman Perth, Australia 1 April 2022 33 2021 ANNUAL REPORT AUDITOR’S INDEPENDENCE DECLARATION Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843 Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au Auditor’s independence declaration to the directors of Geopacific Resources Limited As lead auditor for the audit of the financial report of Geopacific Resources Limited for the financial year ended 31 December 2021, I declare to the best of my knowledge and belief, there have been: a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; b. No contraventions of any applicable code of professional conduct in relation to the audit; and c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit. This declaration is in respect of Geopacific Resources Limited and the entities it controlled during the financial year. Ernst & Young g Pierre Dreyer Pierre Dreyer Partner 1 April 2022 34 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 2021 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843 Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au Independent auditor’s report to the members of Geopacific Resources Limited Report on the audit of the financial report Opinion We have audited the financial report of Geopacific Resources Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 31 December 2021, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a. Giving a true and fair view of the consolidated financial position of the Group as at 31 December 2021 and of its consolidated financial performance for the year ended on that date; 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 Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1 in the financial report, which describes the principal events or conditions which raise doubt about the Group’s ability to continue as a going concern. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 35 2021 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT 2 Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but 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. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities describe d in the Auditor’s responsibilities for the audit of the financial report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. 36 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 2021 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT 3 Impairment of non-current assets Why significant How our audit addressed the key audit matter As at 31 December 2021, the Group had non-current assets of $100,619,619 comprising of capitalised development expenditure, property, plant and equipment and right of use assets. At the end of each reporting period, the Group exercises judgment in determining whether there is any indication of impairment of these assets. If any such indicators exist, the Group estimates the recoverable amount of the applicable assets. The Group assessed whether any indicators of impairment were present at 31 December 2021 and concluded that indicators of impairment were present in respect to the Woodlark project cash generating unit (CGU). Management performed an impairment calculation to determine the recoverable amount of the CGU. This calculation resulted in a recoverable amount of $100,000,000 for these non-current assets, and an impairment charge of $27,275,446 being charged to the consolidated statement of profit or loss. Key assumptions, judgments and estimates, used in the formulation of the Group’s impairment testing of non- current assets are disclosed in note 13. We considered this to be a key audit matter because of the significant judgement involved in determining: ► Whether indicators of impairment were present, ► The recoverable amount of the Woodlark project CGU including the appropriate assumptions used in selecting comparable transactions to determine appropriate reserve and resource valuation multiples, ► The final estimated recoverable amount within the reasonable range of values determined based on identified market transactions. We evaluated the Group’s consideration of internal and external sources of information in assessing whether indicators of impairment existed. As indicators of impairment were identified, impairment testing was conducted by the Group. We evaluated the assumptions and methodologies used by the Group and the estimates made in conducting this testing. Our audit procedures included the following: ► Inquired of management and the board of directors regarding the status of the proposed development activities and mine plan. ► Evaluated, with involvement from our valuation specialists, the appropriateness of the Group’s valuation approach and methodology used to determine the recoverable amount of the Woodlark CGU given the risks associated with this CGU. ► Assessed the reserve and resource valuation multiples used to determine the recoverable amount of the Woodlark CGU for reasonableness. This included comparing management’s recoverable amount to alternative benchmarks for determining indicative fair value less costs of disposal. ► Ensured the Group's impairment methodology and calculations were in accordance with the requirements of Australian Accounting Standards. ► Assessed the work of the Group's experts with respect to the reserve and resource assumptions used to determine recoverable amount. We examined the competence, qualifications and objectivity of the Group's experts and whether key assumptions were consistent with those used elsewhere in the financial report. ► Assessed the impact of sensitivities to the reserve and resource multiples used to determine the recoverable amount of the CGU to ensure there was no indication of further impairment based on the latest available information. ► Evaluated the adequacy of the Group's disclosures in the financial report relating to impairment. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 37 2021 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT 4 Provision for onerous contracts Why significant How our audit addressed the key audit matter As 31 December 2021, the Group recognised a provision for onerous contracts amounting to $6,703,000. This amount related to the estimated unavoidable costs of terminating a number of contractual arrangements. We considered this to be a key audit matter because of the significant judgement involved in the Group’s estimation of the unavoidable costs to be incurred in terminating these arrangements. See note 3 of the financial report for the Group’s judgements involved in relation to this estimate. We evaluated the Group’s assessment of accounting for the existence and estimation of unavoidable costs under onerous contracts as a result of suspending key mine development programs. Our audit procedures included the following: ► Obtained the Group’s contract register and confirmed its completeness through inquiry of management and the directors, review of board minutes and legal correspondence, and market announcements. ► Inspected significant executed contracts, and a sample of non-significant contracts to identify whether they contained any unavoidable costs that would be incurred in the event that these contracts were terminated. ► Obtained and inspected written communications between the Group and the contract parties to determine the appropriateness of management’s judgement as to the future termination of the contract and whether the quantum and terms of any termination payments under the relevant agreements had subsequently been amended. ► Reviewed any legal correspondence obtained by the Group which assessed the Group’s contractual obligations and penalties incurred on termination of certain contractual arrangements in question. ► Reviewed supporting documentation where the quantum of the termination payment payable under the contract was not in accordance with the termination payments set out in the relevant contract in order to assess the adequacy of the provision recognised. ► Reviewed a sample of subsequent payments in the subsequent payments register in order to identify potential contract termination payouts which should have been recognised. ► Evaluated the adequacy of the Group's disclosures in the financial report relating to onerous contracts. 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 2021 annual report other than the financial report and our auditor’s report thereon. We obtained the directors’ report that is to be included in the annual report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the annual report after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 38 2021 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT 4 5 Provision for onerous contracts Why significant How our audit addressed the key audit matter As 31 December 2021, the Group recognised a provision for We evaluated the Group’s assessment of accounting for the onerous contracts amounting to $6,703,000. This amount existence and estimation of unavoidable costs under related to the estimated unavoidable costs of terminating a onerous contracts as a result of suspending key mine number of contractual arrangements. development programs. Our audit procedures included the We considered this to be a key audit matter because of the significant judgement involved in the Group’s estimation of the unavoidable costs to be incurred in terminating these arrangements. See note 3 of the financial report for the Group’s judgements involved in relation to this estimate. following: ► Obtained the Group’s contract register and confirmed its completeness through inquiry of management and the directors, review of board minutes and legal correspondence, and market announcements. ► Inspected significant executed contracts, and a sample of non-significant contracts to identify whether they contained any unavoidable costs that would be incurred in the event that these contracts were terminated. ► Obtained and inspected written communications between the Group and the contract parties to determine the appropriateness of management’s judgement as to the future termination of the contract and whether the quantum and terms of any termination payments under the relevant agreements had subsequently been amended. ► Reviewed any legal correspondence obtained by the Group which assessed the Group’s contractual obligations and penalties incurred on termination of certain contractual arrangements in question. ► Reviewed supporting documentation where the quantum of the termination payment payable under the contract was not in accordance with the termination payments set out in the relevant contract in order to assess the adequacy of the provision recognised. ► Reviewed a sample of subsequent payments in the subsequent payments register in order to identify potential contract termination payouts which should have been recognised. ► Evaluated the adequacy of the Group's disclosures in the financial report relating to onerous contracts. 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 2021 annual report other than the financial report and our auditor’s report thereon. We obtained the directors’ report that is to be included in the annual report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the annual report after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. 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 on the other information obtained prior to the date of this auditor’s report, 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 financi al 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group 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 r eport as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ► Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ► Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. ► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 39 2021 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT 6 ► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. ► Evaluate the overall presentation, structure and content of the financial report, includ ing the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. ► Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year 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 audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 31 December 2021. In our opinion, the Remuneration Report of Geopacific Resources Limited for the year ended 31 December 2021, complies with section 300A of the Corporations Act 2001. 40 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 2021 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT 7 41 Responsibilities The directors of the Company are responsible for the preparation and presentat ion 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. Ernst & Young g Pierre Dreyer Pierre Dreyer Partner Perth 1 April 2022 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 2021 ANNUAL REPORT DIRECTORS’ DECLARATION GEOPACIFIC RESOURCES LIMITED and Controlled Entities DIRECTORS’ DECLARATION In accordance with a resolution of the Directors of Geopacific Resources Limited, I declare that: 1. In the opinion of the Directors: (a) the financial statements and notes, of Geopacific Resources Limited for the financial year ended 31 December 2021 are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2021 and of its performance for the year ended on that date; and (ii) complying with Accounting Standards and Corporations Regulations 2001. (b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1. (c) subject to the matters set out in Note 1 to the financial statements, 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. This declaration has been made after receiving the declarations required to be made to the Directors by the Chief Executive Officer and Chief Financial Officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 31 December 2021. On behalf of the Board Andrew Bantock Non-Executive Chairman Perth, Australia 1 April 2022 42 50 | P a g e 51 | P a g e GEOPACIFIC RESOURCES LIMITED and Controlled Entities CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2021 Other income Administration expenses Consultancy expense Depreciation expense Employee benefits expense Share-based payments Finance costs Impairment write downs Exploration expense Onerous contracts expense Other expense Foreign currency gain Fair value loss on financial liabilities Gain on derecognition of Kou Sa Project Loss before income tax Income tax benefit Loss for the year attributable to: Non-controlling interest Owners of the parent Other comprehensive income/(loss) Items of other comprehensive income/(loss) to be reclassified to profit or loss in subsequent periods (net of tax) Exchange differences on translating foreign controlled entities Other comprehensive income/(loss) for the year, net of tax Consolidated 2021 $ 2020 $ 518,373 282,423 (791,756) (2,211,484) (260,607) (2,264,770) (731,128) (16,816,122) (4,320,633) (27,275,446) (6,703,000) (1,071,906) 609,792 (1,021,681) (1,374,089) (141,634) (2,418,509) (1,120,281) (830,927) (20,448) (208,345) 401,346 1,884,834 (61,318,687) (4,567,311) Note 5(a) 14 & 15 27 5(b) 18 & 19 17(ii) 6 7 9, 11, 13 & 14 - - - - - - - - - (61,318,687) (61,318,687) (4,567,311) (4,567,311) 4,107,798 (5,358,751) 4,107,798 (5,358,751) Loss after tax from continuing operations (61,318,687) (4,567,311) Total comprehensive loss for the year (57,210,889) (9,926,062) 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities DIRECTORS’ DECLARATION GEOPACIFIC RESOURCES LIMITED and Controlled Entities CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2021 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2021 In accordance with a resolution of the Directors of Geopacific Resources Limited, I declare that: 1. In the opinion of the Directors: (a) the financial statements and notes, of Geopacific Resources Limited for the financial year ended 31 December 2021 are in accordance with the Corporations Act 2001, including: Other income (i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2021 and of its performance for the year ended on that date; and (ii) complying with Accounting Standards and Corporations Regulations 2001. (b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1. (c) subject to the matters set out in Note 1 to the financial statements, 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. This declaration has been made after receiving the declarations required to be made to the Directors by the Chief Executive Officer and Chief Financial Officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 31 December 2021. Administration expenses Consultancy expense Depreciation expense Employee benefits expense Share-based payments Finance costs Fair value loss on financial liabilities Impairment write downs Exploration expense Onerous contracts expense Other expense Foreign currency gain Gain on derecognition of Kou Sa Project Loss before income tax Income tax benefit Consolidated 2021 $ 2020 $ 518,373 282,423 (791,756) (2,211,484) (260,607) (2,264,770) (731,128) (16,816,122) (4,320,633) (27,275,446) - (6,703,000) (1,071,906) 609,792 - (61,318,687) (1,021,681) (1,374,089) (141,634) (2,418,509) (1,120,281) (830,927) - (20,448) (208,345) - - 401,346 1,884,834 (4,567,311) - - Note 5(a) 14 & 15 27 5(b) 18 & 19 9, 11, 13 & 14 17(ii) 6 7 Loss after tax from continuing operations (61,318,687) (4,567,311) Loss for the year attributable to: Non-controlling interest Owners of the parent Other comprehensive income/(loss) Items of other comprehensive income/(loss) to be reclassified to profit or loss in subsequent periods (net of tax) Exchange differences on translating foreign controlled entities Other comprehensive income/(loss) for the year, net of tax - (61,318,687) (61,318,687) - (4,567,311) (4,567,311) 4,107,798 (5,358,751) 4,107,798 (5,358,751) Total comprehensive loss for the year (57,210,889) (9,926,062) 50 | P a g e 51 | P a g e 43 On behalf of the Board Andrew Bantock Non-Executive Chairman Perth, Australia 1 April 2022 2021 ANNUAL REPORT CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021 Total comprehensive loss attributable to: Non-controlling interest Owners of the parent Consolidated Note 2021 $ 2020 $ - (57,210,889) (57,210,889) - (9,926,062) (9,926,062) Loss per share (cents) for loss attributable to the ordinary equity holders of the company: Basic loss per share Diluted loss per share 28 28 (12.67) (12.67) (2.59) (2.59) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. Accumulated losses Total Equity attributable to equity holders The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 52 | P a g e 53 | P a g e 44 Current Assets Cash and cash equivalents Trade and other receivables Prepayments Inventories Total Current Assets Non-Current Assets Trade and other receivables Exploration and evaluation assets Mine properties under development Property, plant and equipment Right-of-use asset Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade and other payables Other financial liabilities Provisions Total Current Liabilities Non-Current Liabilities Interest-bearing liabilities Other financial liabilities Provisions Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS Equity Issued capital Reserves Consolidated Note 2021 $ 2020 $ 8 9 10 11 9 12 13 14 15(a) 15 & 19 16 17 15 & 19 18 17 67,470,477 267,436 1,292,363 781,125 69,811,401 3,829,642 2,005,023 50,895,186 49,104,814 619,619 106,454,284 18,480,389 193,662 15,285,048 33,959,099 - 420,326 519,010 939,336 34,639,855 392,774 1,384,099 444,169 36,860,897 1,046,971 1,844,673 37,975,609 7,244,464 718,272 48,829,989 6,128,458 220,164 142,907 6,491,529 - 496,708 201,691 698,399 176,265,685 85,690,886 34,898,435 7,189,928 141,367,250 78,500,958 20 21 284,846,318 5,744,838 (149,223,906) 141,367,250 165,801,105 605,072 (87,905,219) 78,500,958 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2021 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021 Total comprehensive loss attributable to: Non-controlling interest Owners of the parent Consolidated Note 2021 $ 2020 $ - - (57,210,889) (57,210,889) (9,926,062) (9,926,062) Loss per share (cents) for loss attributable to the ordinary equity holders of the company: Basic loss per share Diluted loss per share 28 28 (12.67) (12.67) (2.59) (2.59) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. Current Assets Cash and cash equivalents Trade and other receivables Prepayments Inventories Total Current Assets Non-Current Assets Trade and other receivables Exploration and evaluation assets Mine properties under development Property, plant and equipment Right-of-use asset Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade and other payables Other financial liabilities Provisions Total Current Liabilities Non-Current Liabilities Interest-bearing liabilities Other financial liabilities Provisions Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS Note 8 9 10 11 9 12 13 14 15(a) 16 15 & 19 17 18 15 & 19 17 Consolidated 2021 $ 2020 $ 67,470,477 267,436 1,292,363 781,125 69,811,401 3,829,642 2,005,023 50,895,186 49,104,814 619,619 106,454,284 34,639,855 392,774 1,384,099 444,169 36,860,897 1,046,971 1,844,673 37,975,609 7,244,464 718,272 48,829,989 176,265,685 85,690,886 18,480,389 193,662 15,285,048 33,959,099 - 420,326 519,010 939,336 6,128,458 220,164 142,907 6,491,529 - 496,708 201,691 698,399 34,898,435 7,189,928 141,367,250 78,500,958 Equity Issued capital Reserves Accumulated losses Total Equity attributable to equity holders 20 21 284,846,318 5,744,838 (149,223,906) 141,367,250 165,801,105 605,072 (87,905,219) 78,500,958 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 52 | P a g e 53 | P a g e 45 2021 ANNUAL REPORT CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDING 31 DECEMBER 2021 Consolidated Share- Based Payments Reserve (Note 21) $ Foreign Currency Translation Reserve (Note 21) $ Option Reserve (Note 21) $ Issued Capital (Note 20) $ Other Equity Reserve (Note 21) $ Accumulated Losses $ Total Attributable to Owners of Parent $ Total Equity $ At 1 January 2021 Loss for the year Exchange difference on translation of foreign operations Total comprehensive income/(loss) for the year Transactions with owners in their capacity as owners Shares issued during the year Options issued during the year Share issue costs Share-based payments 165,801,105 3,993,609 - - - - - - - - - - 125,285,095 - (6,239,882) - - - - 731,128 - 300,840 - - (2,018,220) (1,370,317) (87,905,219) 78,500,958 78,500,958 - 4,107,798 4,107,798 - - - - - - - - - - - (61,318,687) - (61,318,687) (61,318,687) 4,107,798 (57,210,889) (61,318,687) 4,107,798 (57,210,889) - - - - 125,285,095 300,840 (6,239,882) 731,128 125,285,095 300,840 (6,239,882) 731,128 At 31 December 2021 284,846,318 4,724,737 300,840 2,089,578 (1,370,317) (149,223,906) 141,367,250 141,367,250 At 1 January 2020 Loss for the year Exchange difference on translation of foreign operations Total comprehensive loss for the year Transactions with owners in their capacity as owners Shares issued during the year Share issue costs Share-based payments At 31 December 2020 148,972,741 - - - 18,379,818 (1,551,454) - 165,801,105 2,873,328 - - - - - 1,120,281 3,993,609 - - - - - - - - 3,340,531 - (5,358,751) (5,358,751) - - - (2,018,220) (1,370,317) - - - - - - (1,370,317) (83,337,908) (4,567,311) - (4,567,311) - - - (87,905,219) 70,478,375 (4,567,311) (5,358,751) (9,926,062) 18,379,818 (1,551,454) 1,120,281 78,500,958 70,478,375 (4,567,311) (5,358,751) (9,926,062) 18,379,818 (1,551,454) 1,120,281 78,500,958 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 46 54 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2021 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDING 31 DECEMBER 2021 CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Government incentives and other income Interest and other finance costs paid Net Cash Used In Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for plant and equipment Proceeds from the disposal of plant and equipment Exploration expenditure Mine development expenditure Net Cash Used In Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from share and option issued (net of costs) Proceeds from borrowings (net of costs) Repayment of borrowings Payment of principal portion of lease liability Net Cash From Financing Activities Consolidated Note 2021 $ 2020 $ (8,355,108) 147,753 - (5,983,746) (14,191,101) (5,198,755) 167,886 114,537 (9,950) (4,926,282) 31(b) (56,538,984) - (36,097) (4,733,857) (61,308,938) (5,837,187) 182 (65,098) (9,703,347) (15,605,450) 118,674,686 125,883,689 (140,596,551) (242,319) 103,719,505 17,398,899 - - (133,725) 17,265,174 NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of the year Effect of exchange rates on cash held in foreign currencies CASH AND CASH EQUIVALENTS AT END OF THE YEAR 28,219,466 34,639,855 4,611,156 67,470,477 (3,266,558) 37,505,067 401,346 34,639,855 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 55 | P a g e 47 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Geopacific Resources Limited (the Company or Geopacific) is an Australian Securities Exchange listed public company domiciled in Australia. The consolidated financial report of the Company for the financial year ended 31 December 2021 comprises the Company and its controlled entities (together referred to as the ‘Group’). The registered office is located at 278 Stirling Highway, Claremont, WA, 6010. The Group is principally engaged in the development of the Woodlark Gold Project in Papua New Guinea. The financial report was authorised for issue by the directors on 1 April 2022. Basis of preparation The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and the notes thereto also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated. The financial report has been prepared on a historical cost basis. Going Concern This financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. During the year ended 31 December 2021, the Group incurred a net loss after tax of $61,318,687 (2020: $4,567,311) and had operating and investing cash outflows of $14,191,101 (2020: $4,926,282) and $61,308,938 (2020: $15,605,450) respectively. In February 2021, the Group completed a successful $140 million placement with shareholders, raised in two tranches, being an initial raising of $18.4 million in December 2020 and a second tranche of $121.6 million raised in February 2021. The Company also completed a Share Purchase Plan to raise a further $1.87 million. In June 2021, the Group reached financial close with Sprott for the previously announced US$100 million project financing associated with the development of the Project. The US$100 million in financing was in the form of an US$85 million Facility Agreement and a US$15 million Stream Agreement, with the US$15 million Stream Agreement deposit available immediately. The US$85 million under the Finance Agreement was deposited into the Company’s DPA, with funding to be available under staged drawdowns scheduled to occur on satisfaction of certain Project development milestones. Going Concern (continued) In November 2021, the Group announced that Project development activities been delayed due to a combination of inclement weather, deteriorating ground conditions and the impact of COVID-19 limiting the availability of site access and overall worker productivity rates. In addition, a decision was taken to reassess the original wharf design and evaluate a potential upgrade of the existing wharf facility to reduce cost and construction complexity while providing greater opportunities for local community participation in the Project. Delays were also experienced in issuance of the construction tender for the offshore tailings line and the local community relocation program. Due to the impact of the delays, the Group made the decision to defer all non-essential activities at the Project. As part of the deferral of non-essential work, the Group commenced a critical path analysis to minimise the impact of the delays on the overall project schedule as well as launching a review of the schedule and cost estimate to determine the impact on the development budget. Following the decision to defer all non-essential activities at the Project, the Company agreed amendments to the terms and conditions of the Facility and Stream Agreements with Sprott for the facilities to remain in place on substantially similar terms and conditions. Pursuant to the amendments, the Company prepaid all of the principal (and accrued interest) under the Facility Agreement and repaid the deposit advanced under the Stream Agreement in December 2021. In mid-December 2021, the Company requested a voluntary suspension of trading in its ordinary shares. This request arose after preliminary results from the review initiated in November 2021 indicated that there was likely to be a material increase in the capital cost for development of the Project. The Company continued to undertake the detailed work program to define and quantify the extent of the increase which extended into the 2022 financial year. Post financial year end it was determined that changes were required to preserve the Group financial position. In view of the ongoing delays in the Project schedule and the consequent implications for capital cost escalation, a range of steps were taken, including suspending all detailed engineering and civil works at the Project pending the conclusion of the review of the Company’s strategic options and instigating a redundancy program across the Group. Whilst the Group had cash on hand of $67,470,477 (2020: $34,639,855) at 31 December 2021, its cash flow forecast for the period ending 31 July 2023 reflects that the Group will require additional funding over that period in order to meet the Group’s committed expenditure. Current volatility in global equity and commodity markets resulting from the uncertainty created by the impact of COVID-19 as well as the conflict between Ukraine and Russia, may impact the Group’s ability to raise debt or equity in the future. The Directors have considered the funding and operational status of the business in arriving at their assessment of going concern and believe that the going concern basis of preparation is appropriate based upon: (cid:120) The Group’s ability to raise funds from external sources to meet ongoing working and investing capital requirements, as demonstrated by the capital raisings of $18.4 million and $123.47 million in December 2020 and February 2021 respectively; and (cid:120) The Group’s ability to manage the timing of cash flows to meet the committed obligations of the business as and when they fall due. 48 56 | P a g e 57 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Geopacific Resources Limited (the Company or Geopacific) is an Australian Securities Exchange listed public company domiciled in Australia. The consolidated financial report of the Company for the financial year ended 31 December 2021 comprises the Company and its controlled entities (together referred to as the ‘Group’). The registered office is located at 278 Stirling Highway, Claremont, WA, 6010. The Group is principally engaged in the development of the Woodlark Gold Project in Papua New Guinea. The financial report was authorised for issue by the directors on 1 April 2022. Basis of preparation The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and the notes thereto also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated. The financial report has been prepared on a historical cost basis. Going Concern business. This financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of During the year ended 31 December 2021, the Group incurred a net loss after tax of $61,318,687 (2020: $4,567,311) and had operating and investing cash outflows of $14,191,101 (2020: $4,926,282) and $61,308,938 (2020: $15,605,450) respectively. In February 2021, the Group completed a successful $140 million placement with shareholders, raised in two tranches, being an initial raising of $18.4 million in December 2020 and a second tranche of $121.6 million raised in February 2021. The Company also completed a Share Purchase Plan to raise a further $1.87 million. In June 2021, the Group reached financial close with Sprott for the previously announced US$100 million project financing associated with the development of the Project. The US$100 million in financing was in the form of an US$85 million Facility Agreement and a US$15 million Stream Agreement, with the US$15 million Stream Agreement deposit available immediately. The US$85 million under the Finance Agreement was deposited into the Company’s DPA, with funding to be available under staged drawdowns scheduled to occur on satisfaction of certain Project development milestones. Going Concern (continued) In November 2021, the Group announced that Project development activities been delayed due to a combination of inclement weather, deteriorating ground conditions and the impact of COVID-19 limiting the availability of site access and overall worker productivity rates. In addition, a decision was taken to reassess the original wharf design and evaluate a potential upgrade of the existing wharf facility to reduce cost and construction complexity while providing greater opportunities for local community participation in the Project. Delays were also experienced in issuance of the construction tender for the offshore tailings line and the local community relocation program. Due to the impact of the delays, the Group made the decision to defer all non-essential activities at the Project. As part of the deferral of non-essential work, the Group commenced a critical path analysis to minimise the impact of the delays on the overall project schedule as well as launching a review of the schedule and cost estimate to determine the impact on the development budget. Following the decision to defer all non-essential activities at the Project, the Company agreed amendments to the terms and conditions of the Facility and Stream Agreements with Sprott for the facilities to remain in place on substantially similar terms and conditions. Pursuant to the amendments, the Company prepaid all of the principal (and accrued interest) under the Facility Agreement and repaid the deposit advanced under the Stream Agreement in December 2021. In mid-December 2021, the Company requested a voluntary suspension of trading in its ordinary shares. This request arose after preliminary results from the review initiated in November 2021 indicated that there was likely to be a material increase in the capital cost for development of the Project. The Company continued to undertake the detailed work program to define and quantify the extent of the increase which extended into the 2022 financial year. Post financial year end it was determined that changes were required to preserve the Group financial position. In view of the ongoing delays in the Project schedule and the consequent implications for capital cost escalation, a range of steps were taken, including suspending all detailed engineering and civil works at the Project pending the conclusion of the review of the Company’s strategic options and instigating a redundancy program across the Group. Whilst the Group had cash on hand of $67,470,477 (2020: $34,639,855) at 31 December 2021, its cash flow forecast for the period ending 31 July 2023 reflects that the Group will require additional funding over that period in order to meet the Group’s committed expenditure. Current volatility in global equity and commodity markets resulting from the uncertainty created by the impact of COVID-19 as well as the conflict between Ukraine and Russia, may impact the Group’s ability to raise debt or equity in the future. The Directors have considered the funding and operational status of the business in arriving at their assessment of going concern and believe that the going concern basis of preparation is appropriate based upon: (cid:120) The Group’s ability to raise funds from external sources to meet ongoing working and investing capital requirements, as demonstrated by the capital raisings of $18.4 million and $123.47 million in December 2020 and February 2021 respectively; and (cid:120) The Group’s ability to manage the timing of cash flows to meet the committed obligations of the business as and when they fall due. 56 | P a g e 57 | P a g e 49 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Going Concern (continued) Significant accounting policies Notwithstanding the above, these conditions indicate the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and, therefore, whether it will realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the financial report. This financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts, nor to the amounts or classification of liabilities that might be necessary should the Group not be able to continue as a going concern. New and amended Accounting Standards and Interpretations adopted during the year The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2021. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. The details of the standards and amendments adopted from 1 January 2021 are set out below. AASB 2020-8 Amendments to AASs – Interest Rate Benchmark Reform The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the following practical expedients: • • • • practical expedients when accounting for changes in the basis for determining the contractual cash flows of financial assets and liabilities; reliefs from discontinuing hedge relationships; temporary relief from having to meet the separately identifiable requirement when a RFR instrument is designated as a hedge of a risk component; and additional AASB 7 - Financial Instruments disclosures. Management has performed an assessment and these amendments did not impact the consolidated financial statements of the Group. The Group intends to use the practical expedients in future periods when existing IBORs are replaced by RFRs. Accounting Standards and Interpretations issued but not yet effective A number of new standards, amendment of standards and interpretation that have recently been issued but not yet effective have not been adopted by the Group as at the financial reporting date. The Group has reviewed these standards and interpretations and has determined that none of the new or amended standards will significantly affect the Group’s accounting policies, financial position or performance. The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. (a) Cash and cash equivalents Cash and short-term deposits in the consolidated statement of financial position comprise cash at bank and on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above. (b) Share Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. (c) Employee benefits Wages, salaries and annual leave Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be wholly settled within 12 months of the reporting date are recognised in provisions in respect of employees’ services up to the reporting date. The liabilities are measured at the amounts expected to be paid when they are settled. All other amounts are considered other long-term benefits for measurement purposes and are measured at the present value of expected future payments to be made in respect to services provided by employees. Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made, in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Superannuation The Group makes contributions on behalf of its employees to complying superannuation funds in accordance with the rates outlined by the statutory regulations. 50 58 | P a g e 59 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Going Concern (continued) Significant accounting policies Notwithstanding the above, these conditions indicate the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and, therefore, whether it will realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the financial report. This financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts, nor to the amounts or classification of liabilities that might be necessary should the Group not be able to continue as a going concern. New and amended Accounting Standards and Interpretations adopted during the year The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2021. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. The details of the standards and amendments adopted from 1 January 2021 are set out below. AASB 2020-8 Amendments to AASs – Interest Rate Benchmark Reform The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the following practical expedients: practical expedients when accounting for changes in the basis for determining the contractual cash • • • • flows of financial assets and liabilities; reliefs from discontinuing hedge relationships; is designated as a hedge of a risk component; and additional AASB 7 - Financial Instruments disclosures. temporary relief from having to meet the separately identifiable requirement when a RFR instrument Management has performed an assessment and these amendments did not impact the consolidated financial statements of the Group. The Group intends to use the practical expedients in future periods when existing IBORs are replaced by RFRs. Accounting Standards and Interpretations issued but not yet effective A number of new standards, amendment of standards and interpretation that have recently been issued but not yet effective have not been adopted by the Group as at the financial reporting date. The Group has reviewed these standards and interpretations and has determined that none of the new or amended standards will significantly affect the Group’s accounting policies, financial position or performance. The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. (a) Cash and cash equivalents Cash and short-term deposits in the consolidated statement of financial position comprise cash at bank and on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above. (b) Share Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. (c) Employee benefits Wages, salaries and annual leave Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be wholly settled within 12 months of the reporting date are recognised in provisions in respect of employees’ services up to the reporting date. The liabilities are measured at the amounts expected to be paid when they are settled. All other amounts are considered other long-term benefits for measurement purposes and are measured at the present value of expected future payments to be made in respect to services provided by employees. Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made, in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Superannuation The Group makes contributions on behalf of its employees to complying superannuation funds in accordance with the rates outlined by the statutory regulations. 58 | P a g e 59 | P a g e 51 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (c) Employee benefits (continued) Share-based payments The fair value of options and rights granted to Directors and employees is recognised as a share-based payments expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options or rights. The fair value at grant date is determined by a combination of internal and external sources using a Black- Scholes option pricing model and independent third party valuations that take into account the exercise price, the term of the right or option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the right or option. The fair value of the options and rights granted is adjusted to reflect market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options and rights that are expected to become exercisable. At each year end, the Company revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. Upon the exercise of options or rights, the balance of the share-based payments reserve relating to those options is transferred to a vested share-based payments reserve and the proceeds received, net of any directly attributable transaction costs, are credited to share capital. (d) Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets Initial recognition and measurement Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income (OCI), or fair value through profit or loss (FVTPL). The classification of financial assets at initial recognition that are debt instruments depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient for contracts that have a maturity of one year or less, are measured at the transaction price determined under AASB 15. (d) Financial Instruments (continued) Initial recognition and measurement (continued) In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest’ (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level and have a business model of holding the financial asset and collecting contractual cash flows. The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: Financial assets at amortised cost (debt instruments); Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments); Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments); and Financial assets at fair value through profit or loss. Financial assets at amortised cost (debt instruments) The Group measures financial assets at amortised cost if both of the following conditions are met: The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Interest received is recognised as part of finance income in the statement of profit or loss and other comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Financial assets at fair value through profit or loss Financial assets that do not meet the criteria for amortised cost are measured at fair value through profit and loss. (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) 52 60 | P a g e 61 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (d) Financial Instruments (continued) Initial recognition and measurement (continued) In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest’ (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level and have a business model of holding the financial asset and collecting contractual cash flows. The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: (cid:120) (cid:120) Financial assets at amortised cost (debt instruments); Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments); Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments); and Financial assets at fair value through profit or loss. (cid:120) (cid:120) Financial assets at amortised cost (debt instruments) (d) Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. (cid:120) The Group measures financial assets at amortised cost if both of the following conditions are met: (cid:120) The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Interest received is recognised as part of finance income in the statement of profit or loss and other comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Financial assets at fair value through profit or loss Financial assets that do not meet the criteria for amortised cost are measured at fair value through profit and loss. 61 | P a g e 53 (c) Employee benefits (continued) Share-based payments The fair value of options and rights granted to Directors and employees is recognised as a share-based payments expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options or rights. The fair value at grant date is determined by a combination of internal and external sources using a Black- Scholes option pricing model and independent third party valuations that take into account the exercise price, the term of the right or option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the right or option. The fair value of the options and rights granted is adjusted to reflect market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options and rights that are expected to become exercisable. At each year end, the Company revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. Upon the exercise of options or rights, the balance of the share-based payments reserve relating to those options is transferred to a vested share-based payments reserve and the proceeds received, net of any directly attributable transaction costs, are credited to share capital. Financial assets Initial recognition and measurement Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income (OCI), or fair value through profit or loss (FVTPL). The classification of financial assets at initial recognition that are debt instruments depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient for contracts that have a maturity of one year or less, are measured at the transaction price determined under AASB 15. 60 | P a g e 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (d) Financial Instruments (continued) Impairment of financial assets The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. In this regard, the Group recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date. For all other financial assets measured at amortised cost, the Group recognises lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to a 12-month ECL. The determination of the ECL includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and forward-looking information. The Group considers an event of default has occurred when a financial asset is more than 90 days past due or external sources indicate that the debtor is unlikely to pay its creditors, including the Group. A financial asset is credit impaired when there is evidence that the counterparty is in significant financial difficulty or a breach of contract, such as a default or past due event has occurred. The Group writes off a financial asset when there is information indicating the counterparty is in severe financial difficulty and there is no realistic prospect of recovery. Financial liabilities Initial recognition and measurement Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest method. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option. Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible notes using the effective interest method. (d) Financial Instruments (continued) Initial recognition and measurement (continued) The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to issued capital. Where the conversion option remains unexercised at the maturity date of the convertible note, the balance recognised in equity will be transferred to accumulated losses within equity. Financial liabilities at fair value through profit or loss (FVTPL) Financial liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statement of comprehensive loss. Gains and losses arising from changes in the fair value of the financial liabilities held at FVTPL are included in the profit and loss in the period in which they arise. Where management has opted to recognise a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognised in other comprehensive income or loss. Financial instruments – derivatives Derivatives are classified as FVTPL and initially recognised at their fair value on the date the derivative contract is entered into and transaction costs are expensed. Derivatives are subsequently re-measured at their fair value at each statement of financial position date with changes in fair value recognised through profit and loss. Fair values for derivative instruments are determined using valuation techniques, with assumptions based on market conditions existing at the statement of financial position date or settlement date of the derivative. Derivatives embedded in debt instruments or non-financial host contracts are treated as separate derivatives when their risks and characteristics are not closely related to their host contracts. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. (e) Foreign currency transactions and balances Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is Geopacific’s functional and presentation currency. 54 62 | P a g e 63 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (d) Financial Instruments (continued) Impairment of financial assets The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. In this regard, the Group recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date. For all other financial assets measured at amortised cost, the Group recognises lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to a 12-month ECL. The determination of the ECL includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and forward-looking information. The Group considers an event of default has occurred when a financial asset is more than 90 days past due or external sources indicate that the debtor is unlikely to pay its creditors, including the Group. A financial asset is credit impaired when there is evidence that the counterparty is in significant financial difficulty or a breach of contract, such as a default or past due event has occurred. The Group writes off a financial asset when there is information indicating the counterparty is in severe financial difficulty and there is no realistic prospect of recovery. Financial liabilities Initial recognition and measurement Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest method. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option. Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible notes using the effective interest method. 62 | P a g e (d) Financial Instruments (continued) Initial recognition and measurement (continued) The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to issued capital. Where the conversion option remains unexercised at the maturity date of the convertible note, the balance recognised in equity will be transferred to accumulated losses within equity. Financial liabilities at fair value through profit or loss (FVTPL) Financial liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statement of comprehensive loss. Gains and losses arising from changes in the fair value of the financial liabilities held at FVTPL are included in the profit and loss in the period in which they arise. Where management has opted to recognise a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognised in other comprehensive income or loss. Financial instruments – derivatives Derivatives are classified as FVTPL and initially recognised at their fair value on the date the derivative contract is entered into and transaction costs are expensed. Derivatives are subsequently re-measured at their fair value at each statement of financial position date with changes in fair value recognised through profit and loss. Fair values for derivative instruments are determined using valuation techniques, with assumptions based on market conditions existing at the statement of financial position date or settlement date of the derivative. Derivatives embedded in debt instruments or non-financial host contracts are treated as separate derivatives when their risks and characteristics are not closely related to their host contracts. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. (e) Foreign currency transactions and balances Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is Geopacific’s functional and presentation currency. 63 | P a g e 55 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (e) Foreign currency transactions and balances (continued) (h) Income tax Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit or loss and other comprehensive income. Group companies The financial results and position of foreign operations, whose functional currency is different from the Group’s presentation currency, are translated as follows: (cid:120) assets and liabilities are translated at year-end exchange rates prevailing at reporting date; and (cid:120) income and expenses are translated at average exchange rates for the period. The income tax expense or revenue for the year is the tax payable on the current year’s taxable income based on the national income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on the laws that have been enacted or substantively enacted by the reporting date. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. Exchange differences arising on translation of foreign operations are recognized in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is reclassified to profit or loss in the period. No deferred tax asset or liability is recognised in relation to temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. (f) Goods and Services Tax (GST) and Value Added Tax (VAT) Revenues, expenses and assets are recognised net of the amount of associated GST or VAT, unless the GST or VAT incurred is not recoverable from the taxation authority. In this case, the GST or VAT is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST or VAT receivable or payable. The net amount of GST or VAT recoverable from, or payable to, the taxation authority is included with other receivables or payables in the consolidated statement of financial position. Cash flows are presented on a gross basis. The GST or VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (g) Impairment of non-financial assets Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. 56 64 | P a g e 65 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (e) Foreign currency transactions and balances (continued) (h) Income tax Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit or loss and other comprehensive income. Group companies The financial results and position of foreign operations, whose functional currency is different from the Group’s presentation currency, are translated as follows: (cid:120) assets and liabilities are translated at year-end exchange rates prevailing at reporting date; and (cid:120) income and expenses are translated at average exchange rates for the period. The income tax expense or revenue for the year is the tax payable on the current year’s taxable income based on the national income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on the laws that have been enacted or substantively enacted by the reporting date. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. Exchange differences arising on translation of foreign operations are recognized in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is reclassified to profit or loss in the period. No deferred tax asset or liability is recognised in relation to temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. (f) Goods and Services Tax (GST) and Value Added Tax (VAT) Revenues, expenses and assets are recognised net of the amount of associated GST or VAT, unless the GST or VAT incurred is not recoverable from the taxation authority. In this case, the GST or VAT is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST or VAT receivable or payable. The net amount of GST or VAT recoverable from, or payable to, the taxation authority is included with other receivables or payables in the consolidated statement of financial position. Cash flows are presented on a gross basis. The GST or VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (g) Impairment of non-financial assets Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. 64 | P a g e Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. 65 | P a g e 57 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (i) Loss per share Basic loss per share Basic loss per share is calculated by dividing the result attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. Diluted loss per share Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account the after-tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (j) Mineral tenements and deferred mineral exploration expenditure Exploration and evaluation expenditure is carried forward as an asset when rights to tenure are current and: (cid:120) such costs are expected to be recouped through the successful development and exploitation of the area of interest, or by its sale; or (cid:120) exploration activities in the area of interest have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in, or in relation to, the area of interest are continuing. In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of reduced value, accumulated costs carried forward are written off or impaired in the year in which that assessment is made. 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. Immediate restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are treated as exploration and evaluation expenditure. Exploration activities resulting in future obligations in respect of restoration costs result in a provision to be made by capitalising the estimated costs, on a discounted basis, of restoration. The unwinding of the effect of the discounting on the provision is recorded as a finance cost in the statement of profit or loss. When a decision is made to proceed with the development of particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then transferred to mine properties under development. (k) Mine properties under development Once technical feasibility and commercial viability of extraction of mineral resources in a particular area of interest becomes demonstrable, the exploration and evaluation assets attributable to that area of interest are reclassified as mine properties under development. Mine properties under development represents the direct and indirect costs incurred in preparing mines for production and includes site upgrades, clearing, stripping and waste removal costs incurred before production commences. These costs also include borrowing costs incurred during the development stage. These costs are capitalised to the extent that they are expected to be recouped through the successful exploitation of the related mining leases. Once production commences, these costs will be amortised using the units of production method based on the estimated economically recoverable reserves to which they relate or are written off if the mine property is abandoned. Mine properties under development are assessed for impairment if an impairment trigger is identified. For the purposes of impairment testing capitalised mine properties are allocated to the cash generating unit (CGU) to which the properties relate. (l) Plant and equipment the items. Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the consolidated statement of profit or loss and other comprehensive income during the financial year in which they are incurred. Depreciation is calculated using the straight-line or diminishing value method to allocate cost, net of residual values, over the estimated useful live of the assets, as follows: (cid:120) Plant and equipment (cid:120) Computer software (cid:120) Furniture and fittings 5% - 50% 25% - 100% 4% - 15% The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount. An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected to arise from the continued use of the asset. 58 66 | P a g e 67 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (i) Loss per share Basic loss per share issued during the year. Diluted loss per share Basic loss per share is calculated by dividing the result attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account the after-tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (j) Mineral tenements and deferred mineral exploration expenditure Exploration and evaluation expenditure is carried forward as an asset when rights to tenure are current and: (cid:120) such costs are expected to be recouped through the successful development and exploitation of the area of interest, or by its sale; or (cid:120) exploration activities in the area of interest have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in, or in relation to, the area of interest are continuing. In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of reduced value, accumulated costs carried forward are written off or impaired in the year in which that assessment is made. 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. Immediate restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are treated as exploration and evaluation expenditure. Exploration activities resulting in future obligations in respect of restoration costs result in a provision to be made by capitalising the estimated costs, on a discounted basis, of restoration. The unwinding of the effect of the discounting on the provision is recorded as a finance cost in the statement of profit or loss. When a decision is made to proceed with the development of particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then transferred to mine properties under development. (k) Mine properties under development Once technical feasibility and commercial viability of extraction of mineral resources in a particular area of interest becomes demonstrable, the exploration and evaluation assets attributable to that area of interest are reclassified as mine properties under development. Mine properties under development represents the direct and indirect costs incurred in preparing mines for production and includes site upgrades, clearing, stripping and waste removal costs incurred before production commences. These costs also include borrowing costs incurred during the development stage. These costs are capitalised to the extent that they are expected to be recouped through the successful exploitation of the related mining leases. Once production commences, these costs will be amortised using the units of production method based on the estimated economically recoverable reserves to which they relate or are written off if the mine property is abandoned. Mine properties under development are assessed for impairment if an impairment trigger is identified. For the purposes of impairment testing capitalised mine properties are allocated to the cash generating unit (CGU) to which the properties relate. (l) Plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the consolidated statement of profit or loss and other comprehensive income during the financial year in which they are incurred. Depreciation is calculated using the straight-line or diminishing value method to allocate cost, net of residual values, over the estimated useful live of the assets, as follows: (cid:120) Plant and equipment (cid:120) Computer software (cid:120) Furniture and fittings 5% - 50% 25% - 100% 4% - 15% The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount. An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected to arise from the continued use of the asset. 66 | P a g e 67 | P a g e 59 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (l) Plant and equipment (continued) (n) Principles of consolidation (continued) Any gain or loss on derecognition of an asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) are included in the consolidated statement of profit or loss and other comprehensive income in the period the item is derecognised. The financial statements of the controlled entities are prepared for the same reporting period as the parent company using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. (m) Inventory Inventories are valued at the lower of cost and net realisable value. Cost is determined on a first-in-first out (FIFO) basis. Any provision for obsolescence or damage is determined by reference to specific stock items identified. The carrying value of obsolete or damaged items is written down to net realisable value. (n) Principles of consolidation The consolidated financial statements comprise the financial statements of Geopacific and its controlled entities, referred to collectively throughout these financial statements as the “Group”. Controlled entities are consolidated from the date on which control commences until the date that control ceases. Control is achieved when the Group is exposed, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: (cid:120) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); (cid:120) Exposure, or rights, to variable returns from its involvement with the investee; and (cid:120) The ability to use its power over the investee to affect its returns. Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: (cid:120) The contractual arrangement(s) with the other vote holders of the investee; (cid:120) Rights arising from other contractual arrangements; and (cid:120) The Group’s voting rights and potential voting rights. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. The balances and effects of transactions between controlled entities included in the consolidated financial statements have been fully eliminated. Non-controlling interest Non-controlling interests are allocated their share of net profit or loss after tax in the consolidated statement of profit or loss and other comprehensive income and are presented within equity in the consolidated statement of financial position, separately from the equity of the owners of the parent. Losses are attributed to the non-controlling interests even if that results in a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. (o) Lease liability and right-of-use assets At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate and amounts expected to be paid under residual value guarantees. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the in-substance fixed lease payments. Short-term leases and leases of low-value assets The Group applies the short-term and lease of low-value assets recognition exemptions to leases that are considered short-term or of low value (i.e. those leases that have a lease term of less than 12 months or where the value of the leased asset when new is below $10,000). Lease payments on short-term leases and leases of low-value assets are expensed over the lease term. 60 68 | P a g e 69 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (l) Plant and equipment (continued) (n) Principles of consolidation (continued) Any gain or loss on derecognition of an asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) are included in the consolidated statement of profit or loss and other comprehensive income in the period the item is derecognised. The financial statements of the controlled entities are prepared for the same reporting period as the parent company using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. (m) Inventory Inventories are valued at the lower of cost and net realisable value. Cost is determined on a first-in-first out (FIFO) basis. Any provision for obsolescence or damage is determined by reference to specific stock items identified. The carrying value of obsolete or damaged items is written down to net realisable value. (n) Principles of consolidation The consolidated financial statements comprise the financial statements of Geopacific and its controlled entities, referred to collectively throughout these financial statements as the “Group”. Controlled entities are consolidated from the date on which control commences until the date that control ceases. Control is achieved when the Group is exposed, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: (cid:120) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); (cid:120) Exposure, or rights, to variable returns from its involvement with the investee; and (cid:120) The ability to use its power over the investee to affect its returns. Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: (cid:120) The contractual arrangement(s) with the other vote holders of the investee; (cid:120) Rights arising from other contractual arrangements; and (cid:120) The Group’s voting rights and potential voting rights. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. The balances and effects of transactions between controlled entities included in the consolidated financial statements have been fully eliminated. Non-controlling interest Non-controlling interests are allocated their share of net profit or loss after tax in the consolidated statement of profit or loss and other comprehensive income and are presented within equity in the consolidated statement of financial position, separately from the equity of the owners of the parent. Losses are attributed to the non-controlling interests even if that results in a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. (o) Lease liability and right-of-use assets At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate and amounts expected to be paid under residual value guarantees. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the in-substance fixed lease payments. Short-term leases and leases of low-value assets The Group applies the short-term and lease of low-value assets recognition exemptions to leases that are considered short-term or of low value (i.e. those leases that have a lease term of less than 12 months or where the value of the leased asset when new is below $10,000). Lease payments on short-term leases and leases of low-value assets are expensed over the lease term. 68 | P a g e 69 | P a g e 61 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (o) Lease liability and right-of-use assets (continued) (s) Business combinations Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised assets are depreciated on a straight-line basis over the shorter of its estimated useful life and lease term. Right-of-use assets are assessed for impairment. (p) Interest income Interest income is recognised as the interest accrues using the effective interest method. (q) Comparative figures When required by Accounting Standards or in order to enhance comparability, comparative figures have been adjusted to conform to changes in presentation for the current financial year. (r) Provisions Provisions are recognised when the Group has legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. Onerous contracts If the Group as a contract that is onerous, the present obligation under the contract is recognised and measured as a provision. However, before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has occurred on assets dedicated to that contract. An onerous contract is a contract under which the unavoidable costs (i.e. the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to contract activities. The acquisition method of accounting is used to account for all business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement and the fair value of any pre- existing equity interest in the subsidiary. Acquisition related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by- acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree’s net identifiable assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in statement of profit or loss. 62 70 | P a g e 71 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (o) Lease liability and right-of-use assets (continued) (s) Business combinations Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised assets are depreciated on a straight-line basis over the shorter of its estimated useful life and lease term. Right-of-use assets are assessed for impairment. Interest income is recognised as the interest accrues using the effective interest method. When required by Accounting Standards or in order to enhance comparability, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Provisions are recognised when the Group has legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably Provisions are measured using the best estimate of the amounts required to settle the obligation at the (p) Interest income (q) Comparative figures (r) Provisions measured. end of the reporting period. Onerous contracts If the Group as a contract that is onerous, the present obligation under the contract is recognised and measured as a provision. However, before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has occurred on assets dedicated to that contract. An onerous contract is a contract under which the unavoidable costs (i.e. the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to contract activities. The acquisition method of accounting is used to account for all business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement and the fair value of any pre- existing equity interest in the subsidiary. Acquisition related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by- acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree’s net identifiable assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in statement of profit or loss. 70 | P a g e 71 | P a g e 63 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 2 FINANCIAL RISK MANAGEMENT The Group has exposure to a variety of risks arising from its use of financial instruments. This note presents information about the Group’s exposure to the specific risks, and the policies and processes for measuring and managing those risks. Further quantitative disclosures are included throughout this financial report. The Board of Directors have the overall responsibility for the risk management framework. (a) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from transactions with customers and investments. The carrying amount of financial assets included in the consolidated statement of financial position represents the Group’s maximum exposure to credit risk in relation to those assets. The Group does not hold any credit derivatives to offset its credit exposure. The Group trades only with recognised, credit worthy third parties and as such collateral is not requested nor is it the Group’s policy to securitise its trade and other receivables. Receivable balances are monitored on an ongoing basis with the result that the Group does not have a significant exposure to bad debts. The Group has the following concentrations of credit risk: Receivables The Group has no listed investments and the current nature of the business activity does not result in trading receivables. The receivables are through the normal course of business. Non-current receivables are expected to be recovered by the Group notwithstanding extended timing of receipt. The risk of non- recovery of receivables from this source is considered to be negligible. Cash deposits 2 FINANCIAL RISK MANAGEMENT (CONTINUED) (b) Liquidity risk (continued) The following table reflects the liquidity risk arising from the financial liabilities held by the Group at balance date. The contractual maturity reflects undiscounted gross amounts: Consolidated 2021 Carrying amount Contractual 6 months cash flows or less $ $ $ 6-12 months $ 1-5 years $ Financial Liabilities - Due for Payment Trade and other payables 18,480,389 18,480,389 18,480,389 Lease liability 613,988 759,095 106,701 Total expected outflows 19,094,377 19,239,484 18,587,090 - 107,914 107,914 - 544,480 544,480 Consolidated 2020 Carrying amount Contractual 6 months cash flows or less $ $ $ 6-12 months $ 1-5 years $ Financial Liabilities - Due for Payment Trade and other payables 6,128,458 6,128,458 6,128,458 - - Lease liability Total expected outflows 716,872 867,615 124,500 6,845,330 6,996,073 6,252,958 106,888 106,888 636,227 636,227 The Group’s primary banker is Sumitomo Mitsui Banking Corporation. The Moody’s credit rating of Sumitomo Mitsui Banking Corporation is A1. At 31 December 2021, the Group had no interest-bearing liabilities (2020: nil). (b) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages its liquidity risk by monitoring its cash reserves and forecast spending. Management is cognisant of the future demands for resources to finance the Group’s current and future operations, and consideration is given to the liquid assets available to the Group before commitment is made for future expenditure or investment. 64 72 | P a g e 73 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 2 FINANCIAL RISK MANAGEMENT The Group has exposure to a variety of risks arising from its use of financial instruments. This note presents information about the Group’s exposure to the specific risks, and the policies and processes for measuring and managing those risks. Further quantitative disclosures are included throughout this financial report. The Board of Directors have the overall responsibility for the risk management framework. Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from transactions with customers and The carrying amount of financial assets included in the consolidated statement of financial position represents the Group’s maximum exposure to credit risk in relation to those assets. The Group does not hold any credit derivatives to offset its credit exposure. The Group trades only with recognised, credit worthy third parties and as such collateral is not requested nor is it the Group’s policy to securitise its trade and other receivables. Receivable balances are monitored on an ongoing basis with the result that the Group does not have a significant exposure to bad debts. The Group has the following concentrations of credit risk: The Group has no listed investments and the current nature of the business activity does not result in trading receivables. The receivables are through the normal course of business. Non-current receivables are expected to be recovered by the Group notwithstanding extended timing of receipt. The risk of non- recovery of receivables from this source is considered to be negligible. (a) Credit risk investments. Receivables Cash deposits (b) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages its liquidity risk by monitoring its cash reserves and forecast spending. Management is cognisant of the future demands for resources to finance the Group’s current and future operations, and consideration is given to the liquid assets available to the Group before commitment is made for future expenditure or investment. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 2 FINANCIAL RISK MANAGEMENT (CONTINUED) (b) Liquidity risk (continued) The following table reflects the liquidity risk arising from the financial liabilities held by the Group at balance date. The contractual maturity reflects undiscounted gross amounts: Consolidated 2021 Carrying amount $ Contractual cash flows $ 6 months or less $ 6-12 months $ 1-5 years $ Financial Liabilities - Due for Payment Trade and other payables Lease liability Total expected outflows 18,480,389 613,988 18,480,389 18,480,389 106,701 19,094,377 19,239,484 18,587,090 759,095 - 107,914 107,914 - 544,480 544,480 The Group’s primary banker is Sumitomo Mitsui Banking Corporation. The Moody’s credit rating of Sumitomo Mitsui Banking Corporation is A1. At 31 December 2021, the Group had no interest-bearing liabilities (2020: nil). Consolidated 2020 Carrying amount $ Contractual cash flows $ 6 months or less $ 6-12 months $ 1-5 years $ Financial Liabilities - Due for Payment Trade and other payables Lease liability Total expected outflows 6,128,458 716,872 6,845,330 6,128,458 867,615 6,996,073 6,128,458 124,500 6,252,958 - 106,888 106,888 - 636,227 636,227 72 | P a g e 73 | P a g e 65 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 2 FINANCIAL RISK MANAGEMENT (CONTINUED) 2 FINANCIAL RISK MANAGEMENT (CONTINUED) (c) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising any return. Foreign exchange risk The Group operates in Australia and PNG and is exposed to foreign exchange risks arising from the fluctuation of the exchange rates of the Australian dollar (AUD) and the United States dollar (USD). The PNG Kina (PGK) currency is only utilised within the PNG entity, and is therefore not exposed to foreign exchange risk. The Group has no further material foreign currency dealings other than the above. Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the functional currency of the Group entity in question. The Group does not have a formal foreign currency risk management policy however, it monitors its foreign currency expenditure in light of exchange rate movements. Foreign currency sensitivity The following table demonstrates the sensitivity to a reasonably possible change in AUD and USD exchange rates, with all other variables held constant. The impact on the Group’s profit and loss is due to changes in the fair value of monetary assets and liabilities. The Group’s exposure to foreign currency changes for all other currencies is not material. Profit and Loss Equity 500bp increase $ 500bp decrease $ 500bp increase $ 500bp decrease $ 2021 - AUD foreign currency sensitivity 2020 - AUD foreign currency sensitivity 76,495 (3,324) (84,547) 3,324 2021 - USD foreign currency sensitivity 2020 - USD foreign currency sensitivity (769,684) 3,501 850,704 (3,501) - - - - - - - - Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s cash and cash equivalents. (c) Market risk (continued) Interest rate risk (continued) The Group’s income and operating cash flows are not materially exposed to changes in market interest rates. The assets are cash and cash equivalents and other short-term interest-bearing deposits. No financial instruments have been used to mitigate risk. The interest profile of the Group’s interest-bearing financial instruments at the reporting date are outlined in the table below: Variable rate instruments: Cash and cash equivalents Total Consolidated 2021 $ 2020 $ 67,470,477 67,470,477 34,639,855 34,639,855 The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the cash and cash equivalent holdings at the reporting date. The analysis assumes that all other variables remain constant. Profit and Loss Equity 100bp increase $ 100bp decrease $ 100bp increase $ 100bp decrease $ 2021 - Variable rate instruments 2020 - Variable rate instruments 674,705 346,399 (674,705) (346,399) - - - - (d) Capital management The Board’s policy is to maintain a sound capital base, defined as equity, so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors capital expenditure and cash flows as mentioned in (b) above. The objective when managing capital is to safeguard the Group’s ability to continue as a going concern, so as to maintain a strong capital base sufficient to continue the development and exploration of its projects. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares or sell assets. The Group’s focus has been to raise sufficient funds through a mix of equity and debt to fund development and exploration activities. There were no changes in the Group’s approach to capital management during the year. Risk management policies and procedures are established with regular monitoring and reporting. 66 74 | P a g e 75 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 2 FINANCIAL RISK MANAGEMENT (CONTINUED) 2 FINANCIAL RISK MANAGEMENT (CONTINUED) (c) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising any return. Foreign exchange risk The Group operates in Australia and PNG and is exposed to foreign exchange risks arising from the fluctuation of the exchange rates of the Australian dollar (AUD) and the United States dollar (USD). The PNG Kina (PGK) currency is only utilised within the PNG entity, and is therefore not exposed to foreign exchange risk. The Group has no further material foreign currency dealings other than the above. Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the functional currency of the Group entity in question. The Group does not have a formal foreign currency risk management policy however, it monitors its foreign currency expenditure in light of exchange rate movements. Foreign currency sensitivity The following table demonstrates the sensitivity to a reasonably possible change in AUD and USD exchange rates, with all other variables held constant. The impact on the Group’s profit and loss is due to changes in the fair value of monetary assets and liabilities. The Group’s exposure to foreign currency changes for all other currencies is not material. Profit and Loss Equity 500bp increase $ 500bp 500bp 500bp decrease increase decrease $ $ $ 2021 - AUD foreign currency sensitivity 2020 - AUD foreign currency sensitivity 76,495 (3,324) (84,547) 3,324 2021 - USD foreign currency sensitivity 2020 - USD foreign currency sensitivity (769,684) 3,501 850,704 (3,501) - - - - - - - - Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s cash and cash equivalents. (c) Market risk (continued) Interest rate risk (continued) The Group’s income and operating cash flows are not materially exposed to changes in market interest rates. The assets are cash and cash equivalents and other short-term interest-bearing deposits. No financial instruments have been used to mitigate risk. The interest profile of the Group’s interest-bearing financial instruments at the reporting date are outlined in the table below: Variable rate instruments: Cash and cash equivalents Total Consolidated 2021 $ 2020 $ 67,470,477 67,470,477 34,639,855 34,639,855 The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the cash and cash equivalent holdings at the reporting date. The analysis assumes that all other variables remain constant. Profit and Loss Equity 100bp increase $ 100bp decrease $ 100bp increase $ 100bp decrease $ 2021 - Variable rate instruments 2020 - Variable rate instruments 674,705 346,399 (674,705) (346,399) - - - - (d) Capital management The Board’s policy is to maintain a sound capital base, defined as equity, so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors capital expenditure and cash flows as mentioned in (b) above. The objective when managing capital is to safeguard the Group’s ability to continue as a going concern, so as to maintain a strong capital base sufficient to continue the development and exploration of its projects. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares or sell assets. The Group’s focus has been to raise sufficient funds through a mix of equity and debt to fund development and exploration activities. There were no changes in the Group’s approach to capital management during the year. Risk management policies and procedures are established with regular monitoring and reporting. 74 | P a g e 75 | P a g e 67 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 2 FINANCIAL RISK MANAGEMENT (CONTINUED) 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED) (e) Impairment Losses During the 2021 reporting period, $6,934 was written off in relation to the Group’s financial assets (2020: $14,670). (f) Fair values versus carrying amounts The carrying amounts of financial assets and liabilities as described in the consolidated statement of financial position approximate their estimated net fair value. 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS Estimates and judgments are continually evaluated and are based on historical experience and other factors including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Key judgments Exploration and evaluation expenditure The Group’s policy in relation to the accounting for exploration and evaluation expenditure is stated in Note 1(j). There is judgment involved in determining the treatment of exploration and evaluation expenditure, including, determining whether it should be carried forward as capitalised exploration, transferred to mine properties under development, or written off to the consolidated statement of profit or loss and comprehensive income. The Board and management give due consideration to the areas of interest relating to the exploration and evaluation expenditure on a regular basis and are confident that decisions to either transfer, write off or carry forward such expenditure fairly reflects the prevailing situation. During the years ended 31 December 2021 and 31 December 2020, no previously capitalised exploration and evaluation expenditure was transferred to mine properties under development. During the previous year ended 31 December 2020, $5,710,134 of previously capitalised exploration and evaluation expenditure related to the Kou Sa project was derecognised, see Note 6. Mine properties under development The Group’s policy in relation to the accounting for mine properties under development is stated in Note 1(k). There is judgment involved in determining the treatment of mine properties under development, including, determining whether it should be carried forward as capitalised mine properties under development, transferred to property, plant and equipment or written off to the consolidated statement of profit or loss and comprehensive income. The Board and management give due consideration to the areas of interest relating to mine properties under development on a regular basis and are confident that decisions to either transfer, write off or carry forward such expenditure fairly reflects the prevailing situation. During the years ended 31 December 2021 and 31 December 2020 no mine properties under development has been transferred or written off. However, an impairment charge was recognised during the year ended 31 December 2021. Refer to Note 13 for further information. Key judgments (continued) Leases - Estimating the incremental borrowing rate The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating). The weighted average incremental borrowing rate applied to the leases is 8% (2020: 8%). Onerous contracts The Group has provided for onerous contracts in relation to several major contracts that it is terminating as a result of suspending key development programs at the Project. The onerous contracts provision assessment requires the Board and management to make certain estimates regarding the unavoidable costs and the expected economic benefits from the contracts. These estimates require significant management judgement and are subject to risk and uncertainty. Changes to any of the estimates could result in significant changes to the level of provisioning required, which would in turn impact future financial results. Key Estimates Share-based payments The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by a combination of internal and external sources using a Black-Scholes option pricing model and independent third-party valuations. Refer Note 27 for details of estimates and assumptions used. Impairment of non-financial assets value less costs of disposal. The recoverable amount of a cash-generating unit (CGU) is determined as the higher of value in use and fair The future recoverability of the CGU is dependent on a number of factors, including the level of measured, indicated and inferred Mineral Resources, future legal changes and changes to commodity prices, operating and development costs. To the extent that the carrying value of the CGU is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. Refer to Note 13 for impairment testing of the Group’s CGU at 31 December 2021. 68 76 | P a g e 77 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 2 FINANCIAL RISK MANAGEMENT (CONTINUED) 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED) During the 2021 reporting period, $6,934 was written off in relation to the Group’s financial assets (2020: (e) Impairment Losses $14,670). (f) Fair values versus carrying amounts The carrying amounts of financial assets and liabilities as described in the consolidated statement of financial position approximate their estimated net fair value. 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS Estimates and judgments are continually evaluated and are based on historical experience and other factors including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Key judgments Exploration and evaluation expenditure The Group’s policy in relation to the accounting for exploration and evaluation expenditure is stated in Note 1(j). There is judgment involved in determining the treatment of exploration and evaluation expenditure, including, determining whether it should be carried forward as capitalised exploration, transferred to mine properties under development, or written off to the consolidated statement of profit or loss and comprehensive income. The Board and management give due consideration to the areas of interest relating to the exploration and evaluation expenditure on a regular basis and are confident that decisions to either transfer, write off or carry forward such expenditure fairly reflects the prevailing situation. During the years ended 31 December 2021 and 31 December 2020, no previously capitalised exploration and evaluation expenditure was transferred to mine properties under development. During the previous year ended 31 December 2020, $5,710,134 of previously capitalised exploration and evaluation expenditure related to the Kou Sa project was derecognised, see Note 6. Mine properties under development The Group’s policy in relation to the accounting for mine properties under development is stated in Note 1(k). There is judgment involved in determining the treatment of mine properties under development, including, determining whether it should be carried forward as capitalised mine properties under development, transferred to property, plant and equipment or written off to the consolidated statement of profit or loss and comprehensive income. The Board and management give due consideration to the areas of interest relating to mine properties under development on a regular basis and are confident that decisions to either transfer, write off or carry forward such expenditure fairly reflects the prevailing situation. During the years ended 31 December 2021 and 31 December 2020 no mine properties under development has been transferred or written off. However, an impairment charge was recognised during the year ended 31 December 2021. Refer to Note 13 for further information. 76 | P a g e Key judgments (continued) Leases - Estimating the incremental borrowing rate The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating). The weighted average incremental borrowing rate applied to the leases is 8% (2020: 8%). Onerous contracts The Group has provided for onerous contracts in relation to several major contracts that it is terminating as a result of suspending key development programs at the Project. The onerous contracts provision assessment requires the Board and management to make certain estimates regarding the unavoidable costs and the expected economic benefits from the contracts. These estimates require significant management judgement and are subject to risk and uncertainty. Changes to any of the estimates could result in significant changes to the level of provisioning required, which would in turn impact future financial results. Key Estimates Share-based payments The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by a combination of internal and external sources using a Black-Scholes option pricing model and independent third-party valuations. Refer Note 27 for details of estimates and assumptions used. Impairment of non-financial assets The recoverable amount of a cash-generating unit (CGU) is determined as the higher of value in use and fair value less costs of disposal. The future recoverability of the CGU is dependent on a number of factors, including the level of measured, indicated and inferred Mineral Resources, future legal changes and changes to commodity prices, operating and development costs. To the extent that the carrying value of the CGU is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. Refer to Note 13 for impairment testing of the Group’s CGU at 31 December 2021. 77 | P a g e 69 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 4 PARENT COMPANY INFORMATION The following information has been extracted from the books and records of the parent entity, Geopacific, and has been prepared in accordance with Accounting Standards. 5 INCOME AND EXPENSES (a) Other Income STATEMENT OF FINANCIAL POSITION Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Non-current liabilities Total Liabilities Equity Issued capital Reserves Accumulated losses Total Equity STATEMENT OF COMPREHENSIVE INCOME Net loss for the year TOTAL COMPREHENSIVE LOSS Guarantees Parent 2021 $ 2020 $ 49,119,658 93,749,408 142,869,066 33,987,184 47,127,481 81,114,665 846,305 655,511 1,501,816 2,085,435 528,272 2,613,707 284,846,318 2,950,150 (146,429,218) 141,367,250 165,801,105 1,825,415 (89,125,562) 78,500,958 (57,303,656) (57,303,656) (9,869,457) (9,869,457) The Company has term deposits of $250,000 (2020: $250,000) over the lease of its office premises and credit card facilities. This has been classified as trade and other receivables in current assets. Contingent liabilities At 31 December 2021, Geopacific had no contingent liabilities (2020: nil). Contractual commitments At 31 December 2021, Geopacific had not entered into any contractual commitments for the acquisition of property, plant and equipment (2020: nil). Government incentives Other income Interest income – financial institutions Total (b) Finance Costs Borrowing costs Loan termination fee Interest expense on lease liability Unwinding of discount on rehabilitation provision Unwinding of discount on borrowings (Note 18) Unwinding of discount on deferred consideration liability Total Consolidated 2021 $ 2020 $ - 370,620 147,753 518,373 100,000 14,537 167,886 282,423 Consolidated 2021 $ 2020 $ (232,951) (8,263,326) (8,496,277) (11,260) (3,248) (8,305,337) - (16,816,122) - - - - - - (830,927) (830,927) 70 78 | P a g e 79 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 4 PARENT COMPANY INFORMATION The following information has been extracted from the books and records of the parent entity, Geopacific, and has been prepared in accordance with Accounting Standards. 5 INCOME AND EXPENSES (a) Other Income STATEMENT OF FINANCIAL POSITION Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Non-current liabilities Total Liabilities Equity Issued capital Reserves Accumulated losses Total Equity STATEMENT OF COMPREHENSIVE INCOME Net loss for the year TOTAL COMPREHENSIVE LOSS Guarantees Parent 2021 $ 2020 $ 49,119,658 93,749,408 142,869,066 33,987,184 47,127,481 81,114,665 846,305 655,511 1,501,816 2,085,435 528,272 2,613,707 284,846,318 2,950,150 (146,429,218) 141,367,250 165,801,105 1,825,415 (89,125,562) 78,500,958 (57,303,656) (57,303,656) (9,869,457) (9,869,457) The Company has term deposits of $250,000 (2020: $250,000) over the lease of its office premises and credit card facilities. This has been classified as trade and other receivables in current assets. At 31 December 2021, Geopacific had no contingent liabilities (2020: nil). Contingent liabilities Contractual commitments At 31 December 2021, Geopacific had not entered into any contractual commitments for the acquisition of property, plant and equipment (2020: nil). Government incentives Other income Interest income – financial institutions Total (b) Finance Costs Borrowing costs Loan termination fee Interest expense on lease liability Unwinding of discount on rehabilitation provision Unwinding of discount on borrowings (Note 18) Unwinding of discount on deferred consideration liability Total Consolidated 2021 $ 2020 $ - 370,620 147,753 518,373 100,000 14,537 167,886 282,423 Consolidated 2021 $ 2020 $ (232,951) (8,263,326) (8,496,277) (11,260) (3,248) (8,305,337) - (16,816,122) - - - - - - (830,927) (830,927) 78 | P a g e 79 | P a g e 71 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 6 GAIN ON DERECOGNITION OF KOU SA PROJECT 7 INCOME TAX Kou Sa Project Exploration & evaluation asset derecognised (Note 12) Deferred consideration liability Payables derecognised Payables recognised Total Consolidated 2021 $ 2020 $ - - - - - (5,710,134) 7,799,975 404,828 (609,835) 1,884,834 In January 2015, the Company’s subsidiary, Royal Australia Resources Ltd, entered into an agreement to acquire 100% of the issued capital of Golden Resource Development Co Ltd (the Kou Sa Project) for US$14 million. US$7.7 million of the acquisition price was paid as required under the agreement. An amendment to the original agreement was executed in September 2016 which revised the acquisition payment schedule for the remaining US$6.3 million. The amendment resulted in the remaining acquisition payments being due for payment as follows: (cid:120) US$1.575 million due at completion of a bankable feasibility study for the Kou Sa Project, or by 21 September 2019, whichever is earlier; and (cid:120) US$4.725 million to be paid in equal instalments over three years following payment of the above US$1.575 million. The Group were in negotiation with the vendors of the Kou Sa Project during 2019 and 2020 to restructure the deferred consideration payments. No mutually satisfactory resolution could be agreed and a termination notice was subsequently received from the vendors in December 2020. On receipt of the termination notice, management concluded that it no longer controlled the Kou Sa project assets and they were, therefore derecognised. On that basis, the related deferred consideration payable was also treated as extinguished. As a result, the Group reflected the derecognition of the Kou Sa project assets and related deferred consideration liability in the reporting period ended 31 December 2020 which resulted in a gain on derecognition of $1,884,834 as detailed above. This gain included recognising a final settlement of US$0.5 million payable to the vendors under the termination provisions of the original agreement to acquire the Kou Sa project. (a) The components of the income tax benefit comprise: Current tax Deferred tax Total tax benefit (b) Reconciliation of income tax to prima facie tax benefit: Consolidated 2021 $ 2020 $ - - - - - - Consolidated 2021 $ 2020 $ Net loss before tax Prima facie tax benefit at 30% (2020: 30%) (61,318,687) (18,395,606) (4,567,311) (1,370,193) Adjusted for the tax effect of: Effect of different tax rate of foreign subsidiary Non-deductible share-based payments Other non-deductible expenses Temporary difference for deferred tax assets not recognised Derecognition of Kou Sa Project Tax losses not recognised Prior period adjustment Total tax benefit 601,127 219,338 3,691,154 2,158,732 7,950,884 3,774,371 - - 336,085 (1,355,099) (565,450) 2,954,657 - - - - 72 80 | P a g e 81 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 6 GAIN ON DERECOGNITION OF KOU SA PROJECT 7 INCOME TAX Kou Sa Project Exploration & evaluation asset derecognised (Note 12) Deferred consideration liability Payables derecognised Payables recognised Total Consolidated 2021 $ 2020 $ - - - - - (5,710,134) 7,799,975 404,828 (609,835) 1,884,834 In January 2015, the Company’s subsidiary, Royal Australia Resources Ltd, entered into an agreement to acquire 100% of the issued capital of Golden Resource Development Co Ltd (the Kou Sa Project) for US$14 million. US$7.7 million of the acquisition price was paid as required under the agreement. An amendment to the original agreement was executed in September 2016 which revised the acquisition payment schedule for the remaining US$6.3 million. The amendment resulted in the remaining acquisition payments being due for payment as follows: (cid:120) US$1.575 million due at completion of a bankable feasibility study for the Kou Sa Project, or by 21 September 2019, whichever is earlier; and (cid:120) US$4.725 million to be paid in equal instalments over three years following payment of the above US$1.575 million. The Group were in negotiation with the vendors of the Kou Sa Project during 2019 and 2020 to restructure the deferred consideration payments. No mutually satisfactory resolution could be agreed and a termination notice was subsequently received from the vendors in December 2020. On receipt of the termination notice, management concluded that it no longer controlled the Kou Sa project assets and they were, therefore derecognised. On that basis, the related deferred consideration payable was also treated as extinguished. As a result, the Group reflected the derecognition of the Kou Sa project assets and related deferred consideration liability in the reporting period ended 31 December 2020 which resulted in a gain on derecognition of $1,884,834 as detailed above. This gain included recognising a final settlement of US$0.5 million payable to the vendors under the termination provisions of the original agreement to acquire the Kou Sa project. (a) The components of the income tax benefit comprise: Current tax Deferred tax Total tax benefit (b) Reconciliation of income tax to prima facie tax benefit: Consolidated 2021 $ 2020 $ - - - - - - Consolidated 2021 $ 2020 $ Net loss before tax Prima facie tax benefit at 30% (2020: 30%) (61,318,687) (18,395,606) (4,567,311) (1,370,193) Adjusted for the tax effect of: Effect of different tax rate of foreign subsidiary Non-deductible share-based payments Other non-deductible expenses Temporary difference for deferred tax assets not recognised Derecognition of Kou Sa Project Tax losses not recognised Prior period adjustment Total tax benefit 601,127 219,338 3,691,154 2,158,732 - 7,950,884 3,774,371 - - 336,085 (1,355,099) - (565,450) 2,954,657 - - 80 | P a g e 81 | P a g e 73 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 7 INCOME TAX (CONTINUED) (c) Deferred tax: Deferred tax assets: Property, plant and equipment Provisions Tax losses Total before offset Offset by deferred tax liabilities Total deferred tax assets after offset Deferred tax liabilities: Exploration and evaluation expenditure Mine properties under development Total before offset Offset by deferred tax assets Total deferred tax liabilities after offset (d) Deferred tax assets not recognised: Deferred tax assets not recognised Tax losses not brought to account Business related costs Other Total deferred tax assets not recognised Movement of tax losses not brought to account Total tax losses - beginning of the year Current year tax losses Under/(over) Foreign exchange fluctuation Total tax losses – end of the year Tax losses – recognised to the extent of the deferred tax liability Tax losses not brought to account – end of the year Consolidated 2021 $ 2020 $ 5,294,235 2,936,188 8,917,051 17,147,474 (17,147,474) - - 45,082 11,891,298 11,936,380 (11,936,380) - 601,508 16,545,966 17,147,474 (17,147,474) - 553,402 11,382,978 11,936,380 (11,936,380) - Consolidated 2021 $ 2020 $ 57,743,975 512,593 60,770 58,317,338 41,306,859 225,287 48,592 41,580,738 53,198,157 7,950,884 2,358,135 3,153,850 66,661,026 (8,917,051) 57,743,975 55,194,328 2,954,657 456,941 (5,407,769) 53,198,157 (11,891,298) 41,306,859 Deferred tax assets relating to tax losses have only been recognised in PNG to the extent of the deferred tax liabilities balance. The deferred tax assets relating to the remainder of the Group have not been recognised in the current reporting period as the Directors do not believe the realisation is probable at this point in time. GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 8 CASH AND CASH EQUIVALENTS (i) Held in the Group’s Debt Proceeds Accounts to fund the termination fee to Sprott (see Notes 18 and 19) 9 TRADE AND OTHER RECEIVABLES Consolidated 2021 $ 2020 $ 50,943,828 16,526,649 67,470,477 34,639,855 - 34,639,855 Consolidated 2021 $ 2020 $ 250,000 1,625 15,811 267,436 250,000 18,418 124,356 392,774 10,206 31,259 3,788,177 3,829,642 9,816 35,821 1,001,334 1,046,971 Current Cash at bank Restricted cash (i) Total and a reserve buffer. Current Security deposits Sundry debtors GST receivable Total Non-current Security deposits Sundry debtors GST receivable Total Write down During the year ended 31 December 2021, a write down of $6,934 was recorded in respect of sundry debtors (2020: $14,670 in respect of security deposits). 74 82 | P a g e 83 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 7 INCOME TAX (CONTINUED) (c) Deferred tax: Deferred tax assets: Property, plant and equipment Provisions Tax losses Total before offset Offset by deferred tax liabilities Total deferred tax assets after offset Deferred tax liabilities: Exploration and evaluation expenditure Mine properties under development Total before offset Offset by deferred tax assets Total deferred tax liabilities after offset (d) Deferred tax assets not recognised: Deferred tax assets not recognised Tax losses not brought to account Business related costs Other Total deferred tax assets not recognised Movement of tax losses not brought to account Total tax losses - beginning of the year Current year tax losses Under/(over) Foreign exchange fluctuation Total tax losses – end of the year Consolidated 2021 $ 2020 $ 5,294,235 2,936,188 8,917,051 17,147,474 (17,147,474) 45,082 11,891,298 11,936,380 (11,936,380) 601,508 16,545,966 17,147,474 553,402 11,382,978 11,936,380 (17,147,474) (11,936,380) - - - - - Consolidated 2021 $ 2020 $ 57,743,975 41,306,859 512,593 60,770 225,287 48,592 58,317,338 41,580,738 53,198,157 7,950,884 2,358,135 3,153,850 66,661,026 (8,917,051) 57,743,975 55,194,328 2,954,657 456,941 (5,407,769) 53,198,157 (11,891,298) 41,306,859 Tax losses – recognised to the extent of the deferred tax liability Tax losses not brought to account – end of the year Deferred tax assets relating to tax losses have only been recognised in PNG to the extent of the deferred tax liabilities balance. The deferred tax assets relating to the remainder of the Group have not been recognised in the current reporting period as the Directors do not believe the realisation is probable at this point in time. 82 | P a g e NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 8 CASH AND CASH EQUIVALENTS Current Cash at bank Restricted cash (i) Total Consolidated 2021 $ 2020 $ 50,943,828 16,526,649 67,470,477 34,639,855 - 34,639,855 (i) Held in the Group’s Debt Proceeds Accounts to fund the termination fee to Sprott (see Notes 18 and 19) and a reserve buffer. 9 TRADE AND OTHER RECEIVABLES Current Security deposits Sundry debtors GST receivable Total Non-current Security deposits Sundry debtors GST receivable Total Consolidated 2021 $ 2020 $ 250,000 1,625 15,811 267,436 250,000 18,418 124,356 392,774 10,206 31,259 3,788,177 3,829,642 9,816 35,821 1,001,334 1,046,971 Write down During the year ended 31 December 2021, a write down of $6,934 was recorded in respect of sundry debtors (2020: $14,670 in respect of security deposits). 83 | P a g e 75 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 10 PREPAYMENTS 12 EXPLORATION AND EVALUATION ASSETS Current Community relocation materials (i) Insurance (ii) Total Consolidated 2021 $ 2020 $ 95,534 1,196,829 1,292,363 1,384,099 - 1,384,099 (i) Relates to a 30% upfront payment to the relocation contractor for the procurement of materials associated with the Communities Relocation Program. The prepayment is unwound when the underlying materials have been delivered. (ii) Relates mainly to Project specific contract works insurance for premiums paid up to 31 December 2022. 11 INVENTORIES Current Consumables Kitchen stocks Cleaning stocks Medical stocks Protective clothing Total Consolidated 2021 $ 2020 $ 441,054 169,512 35,099 111,571 23,889 781,125 362,524 45,182 13,478 6,549 16,436 444,169 Write down During the year ended 31 December 2021, consumables which had expired or were damaged were identified and as such had no net realisable value. The full amount of $1,500 was written off from inventory and recorded in the consolidated statement of profit or loss (2020: $5,779). Non-current 2,005,023 1,844,673 Movement during the year Carrying value - beginning of the year Additions Derecognition of Kou Sa Project (i) Foreign exchange fluctuation Carrying value - end of the year Consolidated 2021 $ 2020 $ 1,844,673 36,097 - 124,253 2,005,023 8,262,803 65,098 (5,710,134) (773,094) 1,844,673 (i) The Company derecognised the Kou Sa Project in the previous year. See Note 6 for further information. At 31 December 2021, the Group conducted an assessment to determine whether there were any indicators of impairment in relation to the carrying value of its capitalised exploration and evaluation expenditure. No indicators of impairment were present and therefore the Group did not impair any capitalised expenditure Impairment (2020: nil). Costs not directly relating to the advancement of the Group’s exploration projects were expensed as exploration expenditure in the consolidated statement of profit or loss and other comprehensive income. No such costs were incurred for the 2021 reporting period (2020: $208,345). 76 84 | P a g e 85 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 10 PREPAYMENTS 12 EXPLORATION AND EVALUATION ASSETS Community relocation materials (i) Current Insurance (ii) Total (i) Relates to a 30% upfront payment to the relocation contractor for the procurement of materials associated with the Communities Relocation Program. The prepayment is unwound when the underlying materials have been delivered. (ii) Relates mainly to Project specific contract works insurance for premiums paid up to 31 December Consolidated 2021 $ 2020 $ 95,534 1,196,829 1,292,363 1,384,099 - 1,384,099 Consolidated 2021 $ 2020 $ 441,054 169,512 35,099 111,571 23,889 781,125 362,524 45,182 13,478 6,549 16,436 444,169 2022. 11 INVENTORIES Current Consumables Kitchen stocks Cleaning stocks Medical stocks Protective clothing Total Write down During the year ended 31 December 2021, consumables which had expired or were damaged were identified and as such had no net realisable value. The full amount of $1,500 was written off from inventory and recorded in the consolidated statement of profit or loss (2020: $5,779). Consolidated 2021 $ 2020 $ Non-current 2,005,023 1,844,673 Movement during the year Carrying value - beginning of the year Additions Derecognition of Kou Sa Project (i) Foreign exchange fluctuation Carrying value - end of the year 1,844,673 36,097 - 124,253 2,005,023 8,262,803 65,098 (5,710,134) (773,094) 1,844,673 (i) The Company derecognised the Kou Sa Project in the previous year. See Note 6 for further information. Impairment At 31 December 2021, the Group conducted an assessment to determine whether there were any indicators of impairment in relation to the carrying value of its capitalised exploration and evaluation expenditure. No indicators of impairment were present and therefore the Group did not impair any capitalised expenditure (2020: nil). Costs not directly relating to the advancement of the Group’s exploration projects were expensed as exploration expenditure in the consolidated statement of profit or loss and other comprehensive income. No such costs were incurred for the 2021 reporting period (2020: $208,345). 84 | P a g e 85 | P a g e 77 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 13 MINE PROPERTIES UNDER DEVELOPMENT Consolidated 2021 $ 2020 $ Non-current 50,895,186 37,975,609 Movement during the year Carrying value - beginning of the year Additions Impairment Transfers from property, plant and equipment (Note 14) Change in rehabilitation provision Foreign exchange fluctuation Carrying value - end of the year 37,975,609 23,230,220 (13,877,597) 194,464 302,399 3,070,091 50,895,186 30,803,497 11,688,121 - 184,592 9,226 (4,709,827) 37,975,609 Impairment The Group has identified one CGU, the Woodlark Gold Project. The Woodlark Gold Project CGU comprises mine properties under development and associated property, plant and equipment. For the year ended 31 December 2021, the Group assessed whether there were any indicators of impairment in relation to the Woodlark Gold Project CGU. Upon identification of impairment indicators relating to increase in the capital cost for development of the Project and ongoing delays in the project schedule leading to subsequent suspension of key development programs, management performed an impairment assessment on the CGU, applying the fair value less costs of disposal basis using resource multiples of selected gold projects of similar scale and those carrying similar jurisdictional risk as PNG (level 3 in the fair value hierarchy). In order to make its assessment, the Company obtained a range of gold market transaction multiples covering a number of comparable jurisdictions. The available market transaction multiples were assessed on both mineral resource and ore reserve related metrics with the selection of transactions narrowed to only include projects of a similar scale to the Woodlark Gold Project. In applying this methodology, a value per mineral resource ounce was established using the relevant market transaction implied enterprise value divided by total mineral resource ounces. For each of the relevant transactions, the total mineral resource ounce value was multiplied by the Woodlark Gold Project total mineral resource of 1,573,000 gold ounces to provide a valuation estimate. This process provided a wide valuation range. Having considered the risk profile specific to the asset, a fair value at the lower end was selected and applied as the recoverable amount of the Woodlark Project CGU. The impairment assessment resulted in an impairment charge of $27,267,012, allocated to Mine Properties under Development ($13,877,597) and Property, Plant and Equipment ($13,389,415) based on a recoverable amount of $100 million for the CGU. 78 86 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 13 MINE PROPERTIES UNDER DEVELOPMENT 14 PROPERTY, PLANT AND EQUIPMENT Transfers from property, plant and equipment (Note 14) 2020 2021 Gross carrying amount – at cost Less: accumulated depreciation and impairment Balance Consolidated Right-of- use asset $ Work under construction $ Plant & Equipment $ Computer Software $ Furniture & Fittings $ Total $ - 55,185,136 11,822,630 98,737 1,023,706 68,130,209 - (12,078,658) 43,106,478 - (6,301,645) 5,520,985 (98,737) - (546,355) 477,351 (19,025,395) 49,104,814 Consolidated Right-of- use asset $ Work under construction $ Plant & Equipment $ Computer Software $ Furniture & Fittings $ Total $ Gross carrying amount – at cost Less: accumulated depreciation Balance - - - 5,871,008 - 5,871,008 5,066,861 (4,172,762) 894,099 98,737 (98,584) 153 941,239 (462,035) 479,204 11,977,845 (4,733,381) 7,244,464 The Group has identified one CGU, the Woodlark Gold Project. The Woodlark Gold Project CGU comprises mine properties under development and associated property, plant and equipment. Plant & Equipment Movement 2021 Balance at 1 January 2021 Additions Disposals Transfer between categories Transfers to mine properties under development Depreciation Impairment (Note 13) Foreign exchange fluctuation Balance at 31 December 2021 Plant & Equipment Movement 2020 Balance at 1 January 2020 Additions Disposals Transfer between categories Transfers to mine properties under development Transfer to right-of-use asset Depreciation Foreign exchange fluctuation Balance at 31 December 2020 Right-of- use asset $ Work under construction $ Plant & Equipment $ Computer Software $ - - - - - - - - 5,871,008 52,478,790 - (3,559,701) 894,099 2,493,453 - 3,592,483 - - (12,078,658) 395,039 43,106,478 (177,574) (28,364) (1,310,757) 57,645 5,520,985 153 - - - - (153) - - - Furniture & Fittings $ 479,204 23,615 - (32,782) Total $ 7,244,464 54,995,858 - - (16,890) (5,262) - 29,466 477,351 (194,464) (33,779) (13,389,415) 482,150 49,104,814 Right-of- use asset $ 84,648 - - - Work under construction $ 472,105 5,343,546 - 106,268 Plant & Equipment $ 751,611 489,966 (256) (90,271) Computer Software $ 1,369 - - - Furniture & Fittings $ 582,552 3,675 - (15,997) - (33,859) (50,789) - - - - - (50,911) 5,871,008 (156,805) - (22,485) (77,661) 894,099 - - (1,216) - 153 (27,787) - (5,013) (58,226) 479,204 Total $ 1,892,285 5,837,187 (256) - (184,592) (33,859) (79,503) (186,798) 7,244,464 87 | P a g e 79 Non-current Additions Impairment Movement during the year Carrying value - beginning of the year Change in rehabilitation provision Foreign exchange fluctuation Carrying value - end of the year Impairment Consolidated 2021 $ 2020 $ 50,895,186 37,975,609 37,975,609 23,230,220 (13,877,597) 194,464 302,399 3,070,091 50,895,186 30,803,497 11,688,121 - 184,592 9,226 (4,709,827) 37,975,609 For the year ended 31 December 2021, the Group assessed whether there were any indicators of impairment in relation to the Woodlark Gold Project CGU. Upon identification of impairment indicators relating to increase in the capital cost for development of the Project and ongoing delays in the project schedule leading to subsequent suspension of key development programs, management performed an impairment assessment on the CGU, applying the fair value less costs of disposal basis using resource multiples of selected gold projects of similar scale and those carrying similar jurisdictional risk as PNG (level 3 in the fair value hierarchy). In order to make its assessment, the Company obtained a range of gold market transaction multiples covering a number of comparable jurisdictions. The available market transaction multiples were assessed on both mineral resource and ore reserve related metrics with the selection of transactions narrowed to only include projects of a similar scale to the Woodlark Gold Project. In applying this methodology, a value per mineral resource ounce was established using the relevant market transaction implied enterprise value divided by total mineral resource ounces. For each of the relevant transactions, the total mineral resource ounce value was multiplied by the Woodlark Gold Project total mineral resource of 1,573,000 gold ounces to provide a valuation estimate. This process provided a wide valuation range. Having considered the risk profile specific to the asset, a fair value at the lower end was selected and applied as the recoverable amount of the Woodlark Project CGU. The impairment assessment resulted in an impairment charge of $27,267,012, allocated to Mine Properties under Development ($13,877,597) and Property, Plant and Equipment ($13,389,415) based on a recoverable amount of $100 million for the CGU. 86 | P a g e 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 15 RIGHT-OF-USE ASSET AND LEASE LIABILITY 16 TRADE AND OTHER PAYABLES (a) Right-of-use asset Non-current Gross carrying amount - office leases Less: accumulated depreciation Total Movement during the year Balance at 1 January Transfer from property, plant and equipment (Note 14) Additions Depreciation expense Balance at 31 December (b) Lease liability Current Non-current Movement during the year Balance at 1 January Additions Interest expense Payments Balance at 31 December Consolidated 2021 $ 2020 $ 846,447 (226,828) 619,619 718,272 - 128,175 (226,828) 619,619 746,544 (28,272) 718,272 - 33,859 746,544 (62,131) 718,272 Consolidated 2021 $ 2020 $ 193,662 420,326 613,988 220,164 496,708 716,872 716,872 128,175 11,260 (242,319) 613,988 82,111 746,544 9,950 (121,733) 716,872 Trade creditors and accrued expenses Current Total 17 PROVISIONS Current Employee entitlements Loan termination fee (i) Onerous contracts (ii) Total Non-current Employee entitlements Rehabilitation (iii) Total Consolidated 2021 $ 2020 $ 18,480,389 18,480,389 6,128,458 6,128,458 Consolidated 2021 $ 2020 $ 318,723 8,263,325 6,703,000 15,285,048 22,322 496,688 519,010 - 6,703,000 6,703,000 170,127 302,399 3,248 20,914 496,688 142,907 142,907 31,564 170,127 201,691 - - - - - 179,293 9,226 943 (19,335) 170,127 (i) Relates to borrowings from Sprott. See Notes 18 and 19 for further information. (ii) Onerous contracts provision movement during the year Balance at 1 January Provision recognised Balance at 31 December Refer to Note 3 for further information. (iii) Rehabilitation provision movement during the year Balance at 1 January Provision recognised Unwinding of discount Foreign exchange fluctuation Balance at 31 December The rehabilitation provision represents the present value of rehabilitation costs relating to the Project site, which are expected to be incurred at the end of mine life. The timing of the rehabilitation expenditure is dependent on the life of the mine which may vary in future. 80 88 | P a g e 89 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 15 RIGHT-OF-USE ASSET AND LEASE LIABILITY 16 TRADE AND OTHER PAYABLES Transfer from property, plant and equipment (Note 14) (a) Right-of-use asset Non-current Gross carrying amount - office leases Less: accumulated depreciation Total Movement during the year Balance at 1 January Additions Depreciation expense Balance at 31 December (b) Lease liability Current Non-current Movement during the year Balance at 1 January Additions Interest expense Payments Balance at 31 December Consolidated 2021 $ 2020 $ 846,447 (226,828) 619,619 718,272 - 128,175 (226,828) 619,619 746,544 (28,272) 718,272 - 33,859 746,544 (62,131) 718,272 Consolidated 2021 $ 2020 $ 193,662 420,326 613,988 220,164 496,708 716,872 716,872 128,175 11,260 (242,319) 613,988 82,111 746,544 9,950 (121,733) 716,872 88 | P a g e Current Trade creditors and accrued expenses Total 17 PROVISIONS Current Employee entitlements Loan termination fee (i) Onerous contracts (ii) Total Non-current Employee entitlements Rehabilitation (iii) Total Consolidated 2021 $ 2020 $ 18,480,389 18,480,389 6,128,458 6,128,458 Consolidated 2021 $ 2020 $ 318,723 8,263,325 6,703,000 15,285,048 22,322 496,688 519,010 142,907 - - 142,907 31,564 170,127 201,691 (i) Relates to borrowings from Sprott. See Notes 18 and 19 for further information. (ii) Onerous contracts provision movement during the year Balance at 1 January Provision recognised Balance at 31 December - 6,703,000 6,703,000 - - - Refer to Note 3 for further information. (iii) Rehabilitation provision movement during the year Balance at 1 January Provision recognised Unwinding of discount Foreign exchange fluctuation Balance at 31 December 170,127 302,399 3,248 20,914 496,688 179,293 9,226 943 (19,335) 170,127 The rehabilitation provision represents the present value of rehabilitation costs relating to the Project site, which are expected to be incurred at the end of mine life. The timing of the rehabilitation expenditure is dependent on the life of the mine which may vary in future. 89 | P a g e 81 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 18 INTEREST-BEARING LIABILITIES 18 INTEREST-BEARING LIABILITIES (continued) Consolidated 2021 $ 2020 $ Non-current Sprott Project Finance Facility (i) Total (i) Sprott Project Finance Facility movement during the year Balance at 1 January Amount recognised at inception Reclassified as derivative liability (Note 19(i)) Interest and other finance costs paid Unwinding of discount Change in fair value Value of derivative liability transferred to host liability prior to prepayment (Note 19(i)) Loan principal prepaid Foreign exchange fluctuation Balance at 31 December 2021 - - - 106,023,933 (20,618,236) (5,392,376) 8,305,337 2,490,596 22,338,504 (119,507,068) 6,359,310 - - - - - - - - - - - - - In June 2021 Geopacific agreed binding terms and achieved financial close with Sprott for US$100 million in project funding to develop the Woodlark Gold Project. The US$100 million in financing was in the form of a US$85 million in Project Finance Facility (Facility) which was deposited into the Company’s Debt Proceeds Account with funds available under staged drawdowns scheduled to occur with project development milestones, and US$15 million via a Callable Gold Stream (Callable Stream) which was available immediately. The face value of the facility was US$85 million and was accounted for as a financial liability subsequently measured at amortised cost under AASB 9 Financial Instruments. The Callable Stream, and its related accounting, are further described in Note 19. On 24 June 2021, the Company issued a drawdown notice to Sprott to draw the entire Facility, subject to an “original issue discount” of 3.98% of the advance. The funds were received on 29 June 2021. The Facility had a maturity repayment date of 30 June 2026 and was secured against the Group’s assets. The Facility bears interest at a base rate of 7.25% per annum up to 31 August 2023 (and 6.25% per annum thereafter) plus the greater of 3-month LIBOR or 1.75% per annum. 75% of the monthly interest will be capitalised and form part of the principal amount until 31 March 2023. Repayment of the principal amount outstanding of the Facility (which includes capitalised interest) occurs over 40 equal monthly instalments commencing from 31 March 2023. The Company may elect to prepay the full principal outstanding within 36 months after financial close, being June 2024. If it does so then it will be liable to pay Sprott an amount equal to 3% of the principal repaid and the difference in the interest foregone as a result of the prepayment. This additional charge is not payable to Sprott if the prepayment is made after June 2024. The floating interest rate floor of 1.75% over the base rate and the Company’s ability to repay the full outstanding principal balance have been determined to be embedded derivatives not closely related to the Facility, which should be bifurcated and accounted for separately. As the value of these two embedded derivatives are not significant, they have not been recognised on initial recognition. In addition, as part of the Facility, an additional interest charge is payable on the Facility based on a gold price differential multiplied by 2,500 ounces per month for 40 months (total 100,000 ounces) commencing on 31 March 2023 (Additional Interest Payments). The gold price differential is calculated using the greater of the average USD London Bullion Metal Association (LBMA) PM gold price per ounce (of the prior month) or US$1,750 per ounce, less US$1,475 per ounce. These additional interest payments have been determined to be an embedded derivative that is not closely related to the Facility. This embedded derivative has, therefore, been bifurcated and accounted for separately as a “Derivative liability” in Note 19 (i). The drawdown of the Facility was initially measured at its fair value, taking into account the original issue discount and transaction costs arising on the Facility, in determining the amortised cost of the Facility. These transaction costs, along with the original issue discount, have been incorporated into the calculation of the effective interest for this Facility. The Group has entered into an “all-assets” general security deed to secure the Group’s obligations under relevant documents encompassing the Sprott debt facility. The securities granted to Sprott are first ranking. Pursuant to the Facility, the Company issued 5,404,655 shares and 2,702,328 options (with an exercise price of $0.322 and expiry date of 29 September 2026) on 29 June 2021 in return for consideration of US$1,570,062 ($2,091,742) received from Sprott. See Note 20 for details of share capital raised. The availability of the Facility was subject to certain financial and other covenants. In December 2021, the Company and Sprott agreed to make certain amendments to the terms of the Facility and Callable Stream agreements. As a result, prepayment of the principal and accrued interest under the Facility agreement and repayment of the deposit advanced under the Callable Stream agreement was required to occur on 15 December 2021 and was made on that date accordingly. The voluntary prepayment premium that would otherwise apply on the Facility is not payable on the prepayment. As a result of this debt modification, the Company revalued the Facility to fair value as at 15 December 2021. The fair value of the host liability and the related derivative liabilities were valued based on the payment required to simultaneously extinguish the Facility. A loss on change in fair value of $2,490,596 was recognised in the profit and loss on the modification and extinguishment of the Facility. Pursuant to the amended agreement, a fee of US$5 million is payable if the Facility agreement is terminated. This was recorded at fair value of US$3 million as a component of the debt modification on 15 December 2021. Subsequent to balance date, the Company negotiated terms for the termination of both the Facility and Callable Stream agreements. Refer to Note 29 for further information. No amount was drawn under the amended Facility agreement at 31 December 2021. 82 90 | P a g e 91 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 18 INTEREST-BEARING LIABILITIES 18 INTEREST-BEARING LIABILITIES (continued) Consolidated 2021 $ 2020 $ Sprott Project Finance Facility (i) Non-current Total (i) Sprott Project Finance Facility movement during the year Balance at 1 January Amount recognised at inception Reclassified as derivative liability (Note 19(i)) Interest and other finance costs paid Value of derivative liability transferred to host liability prior to Unwinding of discount Change in fair value prepayment (Note 19(i)) Loan principal prepaid Foreign exchange fluctuation Balance at 31 December 2021 - - - - 106,023,933 (20,618,236) (5,392,376) 8,305,337 2,490,596 22,338,504 (119,507,068) 6,359,310 - - - - - - - - - - - - In June 2021 Geopacific agreed binding terms and achieved financial close with Sprott for US$100 million in project funding to develop the Woodlark Gold Project. The US$100 million in financing was in the form of a US$85 million in Project Finance Facility (Facility) which was deposited into the Company’s Debt Proceeds Account with funds available under staged drawdowns scheduled to occur with project development milestones, and US$15 million via a Callable Gold Stream (Callable Stream) which was available immediately. The face value of the facility was US$85 million and was accounted for as a financial liability subsequently measured at amortised cost under AASB 9 Financial Instruments. The Callable Stream, and its related accounting, are further described in Note 19. On 24 June 2021, the Company issued a drawdown notice to Sprott to draw the entire Facility, subject to an “original issue discount” of 3.98% of the advance. The funds were received on 29 June 2021. The Facility had a maturity repayment date of 30 June 2026 and was secured against the Group’s assets. The Facility bears interest at a base rate of 7.25% per annum up to 31 August 2023 (and 6.25% per annum thereafter) plus the greater of 3-month LIBOR or 1.75% per annum. 75% of the monthly interest will be capitalised and form part of the principal amount until 31 March 2023. Repayment of the principal amount outstanding of the Facility (which includes capitalised interest) occurs over 40 equal monthly instalments commencing from 31 March 2023. The Company may elect to prepay the full principal outstanding within 36 months after financial close, being June 2024. If it does so then it will be liable to pay Sprott an amount equal to 3% of the principal repaid and the difference in the interest foregone as a result of the prepayment. This additional charge is not payable to Sprott if the prepayment is made after June 2024. 90 | P a g e The floating interest rate floor of 1.75% over the base rate and the Company’s ability to repay the full outstanding principal balance have been determined to be embedded derivatives not closely related to the Facility, which should be bifurcated and accounted for separately. As the value of these two embedded derivatives are not significant, they have not been recognised on initial recognition. In addition, as part of the Facility, an additional interest charge is payable on the Facility based on a gold price differential multiplied by 2,500 ounces per month for 40 months (total 100,000 ounces) commencing on 31 March 2023 (Additional Interest Payments). The gold price differential is calculated using the greater of the average USD London Bullion Metal Association (LBMA) PM gold price per ounce (of the prior month) or US$1,750 per ounce, less US$1,475 per ounce. These additional interest payments have been determined to be an embedded derivative that is not closely related to the Facility. This embedded derivative has, therefore, been bifurcated and accounted for separately as a “Derivative liability” in Note 19 (i). The drawdown of the Facility was initially measured at its fair value, taking into account the original issue discount and transaction costs arising on the Facility, in determining the amortised cost of the Facility. These transaction costs, along with the original issue discount, have been incorporated into the calculation of the effective interest for this Facility. The Group has entered into an “all-assets” general security deed to secure the Group’s obligations under relevant documents encompassing the Sprott debt facility. The securities granted to Sprott are first ranking. Pursuant to the Facility, the Company issued 5,404,655 shares and 2,702,328 options (with an exercise price of $0.322 and expiry date of 29 September 2026) on 29 June 2021 in return for consideration of US$1,570,062 ($2,091,742) received from Sprott. See Note 20 for details of share capital raised. The availability of the Facility was subject to certain financial and other covenants. In December 2021, the Company and Sprott agreed to make certain amendments to the terms of the Facility and Callable Stream agreements. As a result, prepayment of the principal and accrued interest under the Facility agreement and repayment of the deposit advanced under the Callable Stream agreement was required to occur on 15 December 2021 and was made on that date accordingly. The voluntary prepayment premium that would otherwise apply on the Facility is not payable on the prepayment. As a result of this debt modification, the Company revalued the Facility to fair value as at 15 December 2021. The fair value of the host liability and the related derivative liabilities were valued based on the payment required to simultaneously extinguish the Facility. A loss on change in fair value of $2,490,596 was recognised in the profit and loss on the modification and extinguishment of the Facility. Pursuant to the amended agreement, a fee of US$5 million is payable if the Facility agreement is terminated. This was recorded at fair value of US$3 million as a component of the debt modification on 15 December 2021. Subsequent to balance date, the Company negotiated terms for the termination of both the Facility and Callable Stream agreements. Refer to Note 29 for further information. No amount was drawn under the amended Facility agreement at 31 December 2021. 91 | P a g e 83 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 19 OTHER FINANCIAL LIABILITIES 19 OTHER FINANCIAL LIABILITIES (continued) Current Lease liability (Note 15(b)) Total Non-current Lease liability (Note 15(b)) Derivative liability (i) Sprott Callable Stream (ii) Total (i) Derivative liability movement during the year Balance at 1 January Amount recognised at inception (Note 18) Change in fair value Value of liability transferred to host liability prior to prepayment (Note 18) Balance at 31 December Consolidated 2021 $ 2020 $ 193,662 193,662 220,164 220,164 420,326 - - 420,326 496,708 - - 496,708 20,618,236 1,720,268 (22,338,504) - - - - - - As indicated in Note 18, as part of the Sprott Facility, the floating interest rate floor of 1.75% over the base rate, the Company’s ability to repay the full outstanding principal balance and the Additional Interest Payments, represent embedded derivatives. The interest rate floor and prepayment embedded derivatives were not brought to account (see Note 18), however the Additional Interest Payments were fair valued on initial recognition. The value of the derivative liability was transferred back to the host liability prior to the principal of the Sprott Facility being prepaid in full in December 2021. (ii) Sprott Callable Stream movement during the year Balance at 1 January Amount recognised at inception Other finance costs paid Change in fair value Amount repaid Foreign exchange fluctuation Balance at 31 December Consolidated 2021 $ 2020 $ 19,967,251 (104,486) 109,768 (21,089,483) 1,116,950 - - - - - - - - - On 24 June 2021, the Company issued a drawdown notice to Sprott to draw down the US$15 million “deposit” available under the Callable Stream which formed part of the Sprott project funding. The Callable Stream provided Sprott the option to acquire 3.375% of the gold production from the Woodlark Gold Project until it had acquired a cumulative total of 30,000 gold ounces and 1.6575% of the gold production thereafter. Alternatively, Sprott could elect to receive cash amounting to 70% of the spot LBMA price of the gold produced. The objective was to repay the “deposit” through this mechanism by approximately June 2026, however, subject to the buy-back option (see below), the gold stream arrangement under the Callable Stream is effectively perpetual. Under the Callable Stream agreement, the Group had a buy-back option for the gold stream arrangement, whereby it could pay US$15 million plus any uncredited balance remaining on the “deposit” in order to fully extinguish any remaining liability to Sprott. The buy-back option period was 180 days from 30 June 2026 (which is the maturity date of the Facility disclosed in Note 18). The Group elected to designate all financial instruments under the Callable Stream arrangement as a financial liability at fair value through profit and loss, both on initial recognition and at each reporting date. Any changes in fair value were recorded as a gain or loss in the profit and loss, except for those arising from changes in the Group’s own credit risk, which are recorded in other comprehensive income. On 15 December 2021, the deposit advanced under the Callable Stream agreement was repaid in full and the terms and conditions of the agreement were amended. A loss on change in fair value of $109,768 was recognised in the profit and loss on the modification and extinguishment of the borrowing. Pursuant to the amended agreement, a fee of US$5 million is payable if the Callable Stream agreement is terminated. This was recorded at fair value of US$3 million as a component of the debt modification on 15 December 2021. Subsequent to balance date, the Company negotiated terms for the termination of both the Facility and Callable Stream agreements. Refer to Note 29 for further information. No amount was drawn under the amended agreement at 31 December 2021. 84 92 | P a g e 93 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 19 OTHER FINANCIAL LIABILITIES 19 OTHER FINANCIAL LIABILITIES (continued) Lease liability (Note 15(b)) Current Total Non-current Lease liability (Note 15(b)) Derivative liability (i) Sprott Callable Stream (ii) Total (i) Derivative liability movement during the year Balance at 1 January Change in fair value Amount recognised at inception (Note 18) Value of liability transferred to host liability prior to prepayment (Note 18) Balance at 31 December Consolidated 2021 $ 2020 $ 193,662 193,662 220,164 220,164 420,326 496,708 420,326 496,708 - - - 20,618,236 1,720,268 (22,338,504) - - - - - - - As indicated in Note 18, as part of the Sprott Facility, the floating interest rate floor of 1.75% over the base rate, the Company’s ability to repay the full outstanding principal balance and the Additional Interest Payments, represent embedded derivatives. The interest rate floor and prepayment embedded derivatives were not brought to account (see Note 18), however the Additional Interest Payments were fair valued on initial recognition. The value of the derivative liability was transferred back to the host liability prior to the principal of the Sprott Facility being prepaid in full in December 2021. (ii) Sprott Callable Stream movement during the year Balance at 1 January Amount recognised at inception Other finance costs paid Change in fair value Amount repaid Foreign exchange fluctuation Balance at 31 December Consolidated 2021 $ 2020 $ - 19,967,251 (104,486) 109,768 (21,089,483) 1,116,950 - - - - - - - - On 24 June 2021, the Company issued a drawdown notice to Sprott to draw down the US$15 million “deposit” available under the Callable Stream which formed part of the Sprott project funding. The Callable Stream provided Sprott the option to acquire 3.375% of the gold production from the Woodlark Gold Project until it had acquired a cumulative total of 30,000 gold ounces and 1.6575% of the gold production thereafter. Alternatively, Sprott could elect to receive cash amounting to 70% of the spot LBMA price of the gold produced. The objective was to repay the “deposit” through this mechanism by approximately June 2026, however, subject to the buy-back option (see below), the gold stream arrangement under the Callable Stream is effectively perpetual. Under the Callable Stream agreement, the Group had a buy-back option for the gold stream arrangement, whereby it could pay US$15 million plus any uncredited balance remaining on the “deposit” in order to fully extinguish any remaining liability to Sprott. The buy-back option period was 180 days from 30 June 2026 (which is the maturity date of the Facility disclosed in Note 18). The Group elected to designate all financial instruments under the Callable Stream arrangement as a financial liability at fair value through profit and loss, both on initial recognition and at each reporting date. Any changes in fair value were recorded as a gain or loss in the profit and loss, except for those arising from changes in the Group’s own credit risk, which are recorded in other comprehensive income. On 15 December 2021, the deposit advanced under the Callable Stream agreement was repaid in full and the terms and conditions of the agreement were amended. A loss on change in fair value of $109,768 was recognised in the profit and loss on the modification and extinguishment of the borrowing. Pursuant to the amended agreement, a fee of US$5 million is payable if the Callable Stream agreement is terminated. This was recorded at fair value of US$3 million as a component of the debt modification on 15 December 2021. Subsequent to balance date, the Company negotiated terms for the termination of both the Facility and Callable Stream agreements. Refer to Note 29 for further information. No amount was drawn under the amended agreement at 31 December 2021. 92 | P a g e 93 | P a g e 85 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 20 ISSUED CAPITAL 21 RESERVES Consolidated 2021 $ 2020 $ Issued Capital 284,846,318 165,801,105 Reconciliation of movements in Issued Capital during the year Date Shares $ Shares $ 2021 2020 Balance at 1 January Conversion of Zero Exercise Price Options Shares issued pursuant to a Placement Shares issued pursuant to a Placement Shares issued pursuant to a Share Purchase Plan Shares issued pursuant to Project Financing Conversion of Zero Exercise Price Options Conversion of Zero Exercise Price Options Less: share issue costs 21-Jul-20 18-Dec-20 12-Feb-21 16-Feb-21 29-Jun-21 13-Jul-21 23-Aug-21 218,807,363 - - 289,571,862 165,801,105 - - 121,620,182 174,525,760 520,131 43,761,472 - 148,972,741 - 18,379,818 - 4,461,821 5,404,655 970,638 30,307 - 1,874,011 1,790,902 - - (6,239,882) - - - - - - - - - (1,551,454) Balance at 31 December 519,246,646 284,846,318 218,807,363 165,801,105 (a) Reserves Share-based payments reserve Option reserve Foreign currency translation reserve Other equity reserve Total (b) Movements during the year Share-based payments reserve Balance at 1 January Share-based payment expense Balance at 31 December Option reserve Balance at 1 January Options issued Balance at 31 December Foreign currency translation reserve Balance at 1 January Exchange gains/(losses) during year Balance at 31 December Other equity reserve Balance at 1 January Transfers during the year Balance at 31 December Total reserves Consolidated 2021 $ 2020 $ 4,724,737 300,840 2,089,578 (1,370,317) 5,744,838 3,993,609 - (2,018,220) (1,370,317) 605,072 3,993,609 731,128 4,724,737 - 300,840 300,840 2,873,328 1,120,281 3,993,609 - - - (2,018,220) 4,107,798 2,089,578 3,340,531 (5,358,751) (2,018,220) (1,370,317) (1,370,317) - - (1,370,317) (1,370,317) 5,744,838 605,072 (c) Nature and purpose of reserves Share-based payments reserve The share-based payments reserve records: (cid:120) (cid:120) the value of exercised and unexercised options, share appreciation rights and share performance rights issued or granted to employees and Directors which have been expensed; and the value of options issued on acquisition of Millennium Mining (Fiji) Ltd. Option reserve The option reserve records the value of options issued pursuant to Project Financing. 94 | P a g e 95 | P a g e 86 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 20 ISSUED CAPITAL 21 RESERVES Consolidated 2021 $ 2020 $ Issued Capital 284,846,318 165,801,105 Reconciliation of movements in Issued Capital during the year Date Shares $ Shares $ 2021 2020 Balance at 1 January Conversion of Zero Exercise Price Options Shares issued pursuant to a Placement Shares issued pursuant to a Placement Shares issued pursuant to a Share Purchase Plan 21-Jul-20 18-Dec-20 12-Feb-21 16-Feb-21 Shares issued pursuant to Project Financing 29-Jun-21 Conversion of Zero Exercise Price Options 13-Jul-21 Conversion of Zero Exercise Price Options 23-Aug-21 289,571,862 121,620,182 - - 4,461,821 5,404,655 970,638 30,307 - - - - 1,874,011 1,790,902 218,807,363 165,801,105 174,525,760 148,972,741 520,131 43,761,472 18,379,818 - - - - - - Less: share issue costs Balance at 31 December - (6,239,882) (1,551,454) 519,246,646 284,846,318 218,807,363 165,801,105 - - - - - - (a) Reserves Share-based payments reserve Option reserve Foreign currency translation reserve Other equity reserve Total (b) Movements during the year Share-based payments reserve Balance at 1 January Share-based payment expense Balance at 31 December Option reserve Balance at 1 January Options issued Balance at 31 December Foreign currency translation reserve Balance at 1 January Exchange gains/(losses) during year Balance at 31 December Other equity reserve Balance at 1 January Transfers during the year Balance at 31 December Total reserves Consolidated 2021 $ 2020 $ 4,724,737 300,840 2,089,578 (1,370,317) 5,744,838 3,993,609 - (2,018,220) (1,370,317) 605,072 3,993,609 731,128 4,724,737 - 300,840 300,840 2,873,328 1,120,281 3,993,609 - - - (2,018,220) 4,107,798 2,089,578 3,340,531 (5,358,751) (2,018,220) (1,370,317) - (1,370,317) (1,370,317) - (1,370,317) 5,744,838 605,072 (c) Nature and purpose of reserves Share-based payments reserve The share-based payments reserve records: (cid:120) (cid:120) the value of exercised and unexercised options, share appreciation rights and share performance rights issued or granted to employees and Directors which have been expensed; and the value of options issued on acquisition of Millennium Mining (Fiji) Ltd. Option reserve The option reserve records the value of options issued pursuant to Project Financing. 94 | P a g e 95 | P a g e 87 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 21 RESERVES (continued) (c) Nature and purpose of reserves (continued) Foreign currency translation reserve The foreign currency translation reserve records unrealised exchange gains and losses on translation of the Group’s controlled entities’ results and financial position where their functional currency is different to the Group’s presentation currency. It is also used to record exchange gains or losses on borrowings that form part of the Company’s net investments in foreign operations. Other equity reserve The other equity reserve records transfers of interests to the Group from non-controlling interests. 22 CONTINGENT LIABILITIES The Group did not have any contingent liabilities at the end of the reporting period (2020: nil). 23 COMMITMENTS (a) Tenement Commitments Entities in the Group are required to spend certain amounts to retain their interest in areas over which Special Prospecting Licenses are held. All requirements have been complied with and all reports and lodgements have been made. In the ordinary course of business, the Group is currently waiting on the reissue of certain licences by the Mineral and Resource Departments of Papua New Guinea. The following table provides an outline of the annual expenditure required by tenement: Tenement EL 1172 Location PNG Tenement Renewed to 27-Nov-21 Annual Commitment 2022 $ 120,226 Licence renewal lodged with authorities for Comments an additional two years. Tenure remains while renewal pending. EL 1279 PNG 25-Aug-21 160,301 Licence renewal lodged with authorities for an additional two years. Tenure remains while renewal pending. EL 1465 PNG 22-Dec-22 80,151 23 COMMITMENTS (continued) (b) Operating Commitments The outstanding operating commitments relating to the Woodlark Gold Project at 31 December are: Consolidated 2021 $ 2020 $ 5,285,092 504,860 5,789,952 6,523,095 - 6,523,095 Payable within one year Payable after one year but not more than five years Total During the previous year ended 31 December 2020, the Group entered into contracts with HBS Machinery and Rhodes to commence the Civil Works Program at the Woodlark Gold Project. The future lease payments for the HBS non-cancellable lease contracts is $2,481,376. The committed expenditure for the Rhodes contract is $4,041,719. Both of these contracts are scheduled to be completed within one year. Variations were made to the Rhodes contract during the year ended 31 December 2021 and the committed expenditure at 31 December 2021 is $1,761,067. This is included in the payable within one year category in the table above. 24 PARTICULARS RELATING TO CONTROLLED ENTITIES (a) Material Subsidiaries Worldwide Mining Projects Pty Ltd PT IAR Indonesia Ltd Eastkal Pte Ltd Royal Australia Resources Ltd Golden Resource Development(i) Geopacific Limited Beta Limited Millennium Mining (Fiji) Limited Woodlark Mining Limited Geocanada Resources Limited Effective Ownership Percentage 2021 2020 Country of Incorporation and Carrying on Business Australia Indonesia Singapore Cambodia Cambodia Fiji Fiji Fiji PNG Canada Class of Share Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary % 100 100 100 - - 100 100 100 100 100 % 100 100 100 85 - 100 100 100 100 - (i) The Company derecognised the Kou Sa Project during the year ended 31 December 2020. See Note 6 for further information. 88 96 | P a g e 97 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 21 RESERVES (continued) (c) Nature and purpose of reserves (continued) Foreign currency translation reserve The foreign currency translation reserve records unrealised exchange gains and losses on translation of the Group’s controlled entities’ results and financial position where their functional currency is different to the Group’s presentation currency. It is also used to record exchange gains or losses on borrowings that form part of the Company’s net investments in foreign operations. Other equity reserve The other equity reserve records transfers of interests to the Group from non-controlling interests. The Group did not have any contingent liabilities at the end of the reporting period (2020: nil). 22 CONTINGENT LIABILITIES 23 COMMITMENTS (a) Tenement Commitments Entities in the Group are required to spend certain amounts to retain their interest in areas over which Special Prospecting Licenses are held. All requirements have been complied with and all reports and lodgements have been made. In the ordinary course of business, the Group is currently waiting on the reissue of certain licences by the Mineral and Resource Departments of Papua New Guinea. The following table provides an outline of the annual expenditure required by tenement: Tenement Renewed Annual Commitment 2022 $ Tenement Location to Comments EL 1172 PNG 27-Nov-21 120,226 Licence renewal lodged with authorities for EL 1279 PNG 25-Aug-21 160,301 Licence renewal lodged with authorities for an additional two years. Tenure remains while renewal pending. an additional two years. Tenure remains while renewal pending. EL 1465 PNG 22-Dec-22 80,151 23 COMMITMENTS (continued) (b) Operating Commitments The outstanding operating commitments relating to the Woodlark Gold Project at 31 December are: Payable within one year Payable after one year but not more than five years Total Consolidated 2021 $ 2020 $ 5,285,092 504,860 5,789,952 6,523,095 - 6,523,095 During the previous year ended 31 December 2020, the Group entered into contracts with HBS Machinery and Rhodes to commence the Civil Works Program at the Woodlark Gold Project. The future lease payments for the HBS non-cancellable lease contracts is $2,481,376. The committed expenditure for the Rhodes contract is $4,041,719. Both of these contracts are scheduled to be completed within one year. Variations were made to the Rhodes contract during the year ended 31 December 2021 and the committed expenditure at 31 December 2021 is $1,761,067. This is included in the payable within one year category in the table above. 24 PARTICULARS RELATING TO CONTROLLED ENTITIES (a) Material Subsidiaries Worldwide Mining Projects Pty Ltd PT IAR Indonesia Ltd Eastkal Pte Ltd Royal Australia Resources Ltd Golden Resource Development(i) Geopacific Limited Beta Limited Millennium Mining (Fiji) Limited Woodlark Mining Limited Geocanada Resources Limited Country of Incorporation and Carrying on Business Australia Indonesia Singapore Cambodia Cambodia Fiji Fiji Fiji PNG Canada Effective Ownership Percentage Class of Share Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 2021 % 100 100 100 - - 100 100 100 100 100 2020 % 100 100 100 85 - 100 100 100 100 - (i) The Company derecognised the Kou Sa Project during the year ended 31 December 2020. See Note 6 for further information. 96 | P a g e 97 | P a g e 89 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 25 KEY MANAGEMENT PERSONNEL DISCLOSURES 26 RELATED PARTY TRANSACTIONS (a) Directors There were no other transactions with related parties during the year other than those disclosed in Note 25. Details of each person holding the position of Director of the Company during the current and prior reporting periods are outlined in the table below: Name Non-Executive Directors Ian Clyne Assumed Executive role from 1 January to 30 June 2021 and from 11 November to 31 December 2021 Colin Gilligan Ian Murray Sir Charles Lepani Position Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director (b) Other Key Management Personnel (KMP) Details of the Other KMP of the Group during the current and prior reporting periods are set out in the table below: Name Executives Timothy Richards Matthew Smith Graeme Rapley Glenn Zamudio Position Chief Executive Officer Chief Financial Officer & Company Secretary Project Director - WML General Manager - Projects Appointed 1 February 2021; Ceased 31 October 2021 Ceased 31 March 2021 (c) KMP Compensation Key Management Personnel Compensation: Short-term benefits Post-employment benefits Share-based payments Long-term benefits Termination payments Total Consolidated 2021 $ 2020 $ 1,596,790 102,075 727,233 (1,749) 119,383 2,543,732 1,376,630 102,408 1,120,282 12,872 399,996 3,012,188 27 SHARE-BASED PAYMENTS (a) Employee Incentive Plan The Company’s Securities Incentive Plan was approved by shareholders at the Annual General Meeting held on 30 May 2018. All employees are eligible to participate in the plan. Instruments granted under the plan are issued for no consideration, carry no dividend or voting rights and when exercised convert into ordinary shares. Included under share-based payments expense in the statement of profit or loss and other comprehensive income is an amount of $731,128 (2020: $1,120,281) which relates to equity settled share-based payments transactions issued under the plan. All options and share performance rights granted to key management personnel are for ordinary shares in Geopacific, which confer a right of one ordinary share for every option held. All share appreciation rights granted to key management personnel are for ordinary shares in Geopacific, which confer an amount of shares equal to the difference between the Company’s share price at the end of the vesting period and the price on grant date. During the reporting period the Company issued 3,112,442 share performance rights (SPR’s) to employees. These incentives were granted on 2 August 2021 and were issued in accordance with the Securities Incentive Plan. The vesting condition of the share performance rights is satisfaction of performance conditions relating to production target and resource growth over a three-year measurement period and continuous employment (at Board discretion). 90 98 | P a g e 99 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 25 KEY MANAGEMENT PERSONNEL DISCLOSURES 26 RELATED PARTY TRANSACTIONS (a) Directors There were no other transactions with related parties during the year other than those disclosed in Note 25. Details of each person holding the position of Director of the Company during the current and prior reporting periods are outlined in the table below: Name Non-Executive Directors Position Ian Clyne Assumed Executive role from 1 January Non-Executive Chairman to 30 June 2021 and from 11 November to 31 December 2021 Non-Executive Director Non-Executive Director Non-Executive Director Colin Gilligan Ian Murray Sir Charles Lepani below: Name Executives Timothy Richards Matthew Smith Graeme Rapley (b) Other Key Management Personnel (KMP) Details of the Other KMP of the Group during the current and prior reporting periods are set out in the table Position Chief Executive Officer Chief Financial Officer & Company Secretary Appointed 1 February 2021; Ceased 31 Project Director - WML October 2021 Glenn Zamudio Ceased 31 March 2021 General Manager - Projects (c) KMP Compensation Key Management Personnel Compensation: Short-term benefits Post-employment benefits Share-based payments Long-term benefits Termination payments Total Consolidated 2021 $ 2020 $ 1,596,790 102,075 727,233 (1,749) 119,383 1,376,630 102,408 1,120,282 12,872 399,996 2,543,732 3,012,188 98 | P a g e 27 SHARE-BASED PAYMENTS (a) Employee Incentive Plan The Company’s Securities Incentive Plan was approved by shareholders at the Annual General Meeting held on 30 May 2018. All employees are eligible to participate in the plan. Instruments granted under the plan are issued for no consideration, carry no dividend or voting rights and when exercised convert into ordinary shares. Included under share-based payments expense in the statement of profit or loss and other comprehensive income is an amount of $731,128 (2020: $1,120,281) which relates to equity settled share-based payments transactions issued under the plan. All options and share performance rights granted to key management personnel are for ordinary shares in Geopacific, which confer a right of one ordinary share for every option held. All share appreciation rights granted to key management personnel are for ordinary shares in Geopacific, which confer an amount of shares equal to the difference between the Company’s share price at the end of the vesting period and the price on grant date. During the reporting period the Company issued 3,112,442 share performance rights (SPR’s) to employees. These incentives were granted on 2 August 2021 and were issued in accordance with the Securities Incentive Plan. The vesting condition of the share performance rights is satisfaction of performance conditions relating to production target and resource growth over a three-year measurement period and continuous employment (at Board discretion). 99 | P a g e 91 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 27 SHARE-BASED PAYMENTS (CONTINUED) (a) Employee Incentive Plan (continued) The incentives were valued by independent third-party valuations. The key inputs and valuations are summarised below: 27 SHARE-BASED PAYMENTS (CONTINUED) (a) Employee Incentive Plan (continued) Item Underlying share value Exercise price Valuation date Vesting date Vesting period (years) Expiry date Life of the options (years) Volatility(i) Risk free rate Dividend yield Granted on 2 August 2021 Number of rights Value per right Value per tranche SPR’s $0.335 Nil 2-Aug-21 31-Dec-23 3.00 31-Mar-24 2.66 75% 0.025% Nil 3,112,442 $0.335 $1,042,668 (i) Volatility of the share price fluctuation was calculated by considering the historical movement of the share price over a period of time as well factoring market conditions of its competitors to predict the distribution of relative share performance. Zero exercise price options Outstanding at beginning of year 3,471,672 Granted Class A Granted Class B Granted Class C Exercised Outstanding at end of year Premium exercise price options Outstanding at beginning of year Granted Class C Expired/lapsed Exercised Share appreciation rights Outstanding at beginning of year Granted Expired/lapsed Exercised Share performance rights Outstanding at beginning of year Granted Expired/lapsed Exercised 2021 2020 Number of options or rights Weighted average exercise price ($) Number of options or rights Weighted average exercise price ($) 2,787,735 30,307 526,262 647,500 (520,132) 3,471,672 (1,000,945) 2,470,727 2,249,136 0.7980 1,872,590 376,546 0.7714 0.9300 2,430,722 0.5485(i) 2,023,706 407,016 0.5381(i) 0.6000(i) - - - - - - - - - - - - 3,112,442 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Outstanding at end of year 2,430,722 0.5485(i) 2,430,722 0.5485(i) Outstanding at end of year 2,249,136 0.7980 2,249,136 0.7980 Outstanding at end of year 3,112,442 (i) The exercise price of the share appreciation rights – represents a theoretical exercise price given the payoff is the difference between the Company’s share price at the end of the vesting period and the price on grant date 92 100 | P a g e 101 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 27 SHARE-BASED PAYMENTS (CONTINUED) (a) Employee Incentive Plan (continued) The incentives were valued by independent third-party valuations. The key inputs and valuations are summarised below: Item Underlying share value Exercise price Valuation date Vesting date Vesting period (years) Expiry date Life of the options (years) Volatility(i) Risk free rate Dividend yield Granted on 2 August 2021 Number of rights Value per right Value per tranche SPR’s $0.335 Nil 2-Aug-21 31-Dec-23 31-Mar-24 3.00 2.66 75% 0.025% Nil 3,112,442 $0.335 $1,042,668 (i) Volatility of the share price fluctuation was calculated by considering the historical movement of the share price over a period of time as well factoring market conditions of its competitors to predict the distribution of relative share performance. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 27 SHARE-BASED PAYMENTS (CONTINUED) (a) Employee Incentive Plan (continued) 2021 2020 Number of options or rights Weighted average exercise price ($) Number of options or rights Weighted average exercise price ($) 3,471,672 - - - (1,000,945) 2,470,727 2,249,136 - - - 2,249,136 2,430,722 - - - 2,430,722 - 3,112,442 - - 3,112,442 - - - - 0.7980 - - - 0.7980 0.5485(i) - - - 0.5485(i) - - - - - 2,787,735 30,307 526,262 647,500 (520,132) 3,471,672 1,872,590 376,546 - - 2,249,136 2,023,706 407,016 - - 2,430,722 - - - - - - - - - - - 0.7714 0.9300 - - 0.7980 0.5381(i) 0.6000(i) - - 0.5485(i) - - - - - Zero exercise price options Outstanding at beginning of year Granted Class A Granted Class B Granted Class C Exercised Outstanding at end of year Premium exercise price options Outstanding at beginning of year Granted Class C Expired/lapsed Exercised Outstanding at end of year Share appreciation rights Outstanding at beginning of year Granted Expired/lapsed Exercised Outstanding at end of year Share performance rights Outstanding at beginning of year Granted Expired/lapsed Exercised Outstanding at end of year (i) The exercise price of the share appreciation rights – represents a theoretical exercise price given the payoff is the difference between the Company’s share price at the end of the vesting period and the price on grant date 100 | P a g e 101 | P a g e 93 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 28 LOSS PER SHARE (a) Basic and Diluted Loss per Share From continuing operations attributable to the ordinary equity Basic loss per share: holders of the company Diluted loss per share: holders of the company From continuing operations attributable to the ordinary equity (b) Reconciliation of Loss Used in Calculating Loss Per Share Basic and Diluted Loss Per Share: Loss attributable to the ordinary equity holders of the Company used in calculating basic and diluted loss per share: From continuing operations (c) Weighted Average Number of Shares Used as the Denominator Consolidated 2021 Cents 2020 Cents (12.67) (2.59) (12.67) (2.59) Consolidated 2021 $ 2020 $ (61,318,687) (61,318,687) (4,567,311) (4,567,311) Consolidated 2021 2020 No. of Shares No. of Shares Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share 483,805,157 176,404,229 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 27 SHARE-BASED PAYMENTS (CONTINUED) (a) Employee Incentive Plan (continued) The weighted average remaining contractual life of the incentives outstanding at 31 December 2021 are: Instrument Zero exercise price options Premium exercise price options Share appreciation rights Share performance rights (b) Unlisted Incentives Years 0.77 1.36 1.35 2.25 There were 2,742,328 options over unissued shares unexercised at reporting date (2020: 40,000). Since the end of the financial year, no unlisted options have been cancelled or exercised. Details of unlisted options over unissued shares in the Company as at the date of this report are outlined in the tables below: 2021 Issue Date Expiry Date Exercise Price Number on Issue Movement During the Year 6-Jun-09 6-Jun-09 29-Jun-21 Note (a) Note (b) 29-Sep-26 $ 62.50 125.00 0.322 1-Jan-21 32,000 8,000 Granted - - - 2,702,328 40,000 2,702,328 Adjusted for share consolidation Lapsed - - - - Number on Issue 31-Dec-21 32,000 8,000 2,702,328 2,742,328 - - - - (a) Not later than 5 years after defining a JORC compliant ore reserve of over 200,000oz Au on the Faddy’s Gold Deposit (b) Not later than 10 years after defining a JORC compliant ore reserve of over 1,000,000oz Au on the Faddy’s Gold Deposit 2020 Issue Date Expiry Date Exercise Price Number on Issue Movement During the Year 6-Jun-09 6-Jun-09 Note (a) Note (b) $ 62.50 125.00 1-Jan-20 32,000 8,000 40,000 Granted - - - Lapsed - - - Adjusted for share consolidation - - - Number on Issue 31-Dec-20 32,000 8,000 40,000 (a) Not later than 5 years after defining a JORC compliant ore reserve of over 200,000oz Au on the Faddy’s Gold Deposit (b) Not later than 10 years after defining a JORC compliant ore reserve of over 1,000,000oz Au on the Faddy’s Gold Deposit (c) Services During the reporting period, the Company did not issue any shares as payment for services (2020: nil). 94 102 | P a g e 103 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 28 LOSS PER SHARE (a) Basic and Diluted Loss per Share Basic loss per share: From continuing operations attributable to the ordinary equity holders of the company Diluted loss per share: From continuing operations attributable to the ordinary equity holders of the company Details of unlisted options over unissued shares in the Company as at the date of this report are outlined in (b) Reconciliation of Loss Used in Calculating Loss Per Share Basic and Diluted Loss Per Share: Loss attributable to the ordinary equity holders of the Company used in calculating basic and diluted loss per share: From continuing operations (c) Weighted Average Number of Shares Used as the Denominator Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share The weighted average remaining contractual life of the incentives outstanding at 31 December 2021 are: 27 SHARE-BASED PAYMENTS (CONTINUED) (a) Employee Incentive Plan (continued) Instrument Zero exercise price options Premium exercise price options Share appreciation rights Share performance rights (b) Unlisted Incentives Years 0.77 1.36 1.35 2.25 There were 2,742,328 options over unissued shares unexercised at reporting date (2020: 40,000). Since the end of the financial year, no unlisted options have been cancelled or exercised. the tables below: 2021 Issue Date Expiry Date Exercise Number on Price Issue Movement During the Year Number on Issue $ 1-Jan-21 Granted Lapsed consolidation 31-Dec-21 Adjusted for share 6-Jun-09 6-Jun-09 Note (a) Note (b) 29-Jun-21 29-Sep-26 62.50 125.00 0.322 32,000 8,000 - - - 2,702,328 40,000 2,702,328 - - - - (a) Not later than 5 years after defining a JORC compliant ore reserve of over 200,000oz Au on the Faddy’s Gold Deposit (b) Not later than 10 years after defining a JORC compliant ore reserve of over 1,000,000oz Au on the Faddy’s Gold Deposit 2020 Issue Date Expiry Date Exercise Number on Price Issue $ 1-Jan-20 Granted Lapsed consolidation 31-Dec-20 Movement During the Year Adjusted for share 6-Jun-09 6-Jun-09 Note (a) Note (b) 62.50 125.00 32,000 8,000 40,000 - - - - - - (a) Not later than 5 years after defining a JORC compliant ore reserve of over 200,000oz Au on the Faddy’s Gold Deposit (b) Not later than 10 years after defining a JORC compliant ore reserve of over 1,000,000oz Au on the Faddy’s Gold Deposit (c) Services During the reporting period, the Company did not issue any shares as payment for services (2020: nil). - - - - - - - 32,000 8,000 2,702,328 2,742,328 Number on Issue 32,000 8,000 40,000 102 | P a g e Consolidated 2021 Cents 2020 Cents (12.67) (2.59) (12.67) (2.59) Consolidated 2021 $ 2020 $ (61,318,687) (61,318,687) (4,567,311) (4,567,311) Consolidated 2021 No. of Shares 2020 No. of Shares 483,805,157 176,404,229 103 | P a g e 95 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 29 EVENTS OCCURRING AFTER BALANCE DATE 30 OPERATING SEGMENTS The financial statements have been prepared based upon conditions existing at 31 December 2021 and due consideration has been given to events that have occurred subsequent to 31 December 2021 that provide evidence of conditions that existed at the end of the reporting period. The Group has identified its operating segments based on the internal reports that are reviewed by the Board in assessing performance and determining the appropriate allocation of the Group’s resources. The Group also has had regard to the qualitative thresholds for the determination of operating segments. On 13 January 2022, Mr Andrew Bantock was appointed as Chairman and director of the Company and Mr Ian Clyne retired as Chairman and director of the Company. In February 2022, the Company announced that in view of ongoing delays in the project schedule and the consequent implications for capital cost escalation, a range of steps were taken including the suspension of all detailed engineering and civil works at the Project pending a review of the Company’s strategic options. The suspension of these activities will preserve cash reserves and require redundancies across the Group. In April 2022, the Company announced that it terminated the Facility and Stream agreements with Sprott. The financial liabilities comprising of the termination fees described in Notes 18 and 19 were settled and paid for an aggregate amount of US$6 million. This did not result in gain or loss on termination. Other than the matter discussed above, no other matters or circumstances haves arisen since the end of the financial period year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. For management purposes in the 2021 reporting period the Group was organised into three operating segments based on geographical locations, which involve mineral exploration and development in PNG and all other segments, which incorporates the minor activities conducted during the period in Cambodia and Fiji. All other corporate expenses are disclosed as “Corporate” within this segment report. The Group’s principal activities are interrelated and the Group has no revenue from operations. All significant operating decisions are based on analysis of the Group as three segments. The accounting policies applied for internal reporting purposes are consistent with those applied in preparation of the financial statements. All Other Segments $ PNG $ Corporate $ Total $ Other Income Net Profit/(Loss) for the year Segment Assets Segment Liabilities 370,620 238,625 95,008 648,935 - (36,926,373) 109,829,892 25,822,178 147,753 (24,630,939) 66,340,785 8,427,322 518,373 (61,318,687) 176,265,685 34,898,435 Impairment write downs 6,934 27,268,512 - 27,275,446 Other Income Net Profit/(Loss) for the year Segment Assets Segment Liabilities All Other Segments $ 344,796 115,610 998,273 - - PNG $ Corporate $ Total $ 63 (101,311) 50,792,747 3,577,948 282,360 (4,810,796) 34,782,529 2,613,707 282,423 (4,567,311) 85,690,886 7,189,928 Impairment write downs 20,448 - 20,448 2021 2020 96 104 | P a g e 105 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 29 EVENTS OCCURRING AFTER BALANCE DATE 30 OPERATING SEGMENTS The financial statements have been prepared based upon conditions existing at 31 December 2021 and due consideration has been given to events that have occurred subsequent to 31 December 2021 that provide evidence of conditions that existed at the end of the reporting period. The Group has identified its operating segments based on the internal reports that are reviewed by the Board in assessing performance and determining the appropriate allocation of the Group’s resources. The Group also has had regard to the qualitative thresholds for the determination of operating segments. On 13 January 2022, Mr Andrew Bantock was appointed as Chairman and director of the Company and Mr Ian Clyne retired as Chairman and director of the Company. In February 2022, the Company announced that in view of ongoing delays in the project schedule and the consequent implications for capital cost escalation, a range of steps were taken including the suspension of all detailed engineering and civil works at the Project pending a review of the Company’s strategic options. The suspension of these activities will preserve cash reserves and require redundancies across the Group. In April 2022, the Company announced that it terminated the Facility and Stream agreements with Sprott. The financial liabilities comprising of the termination fees described in Notes 18 and 19 were settled and paid for an aggregate amount of US$6 million. This did not result in gain or loss on termination. Other than the matter discussed above, no other matters or circumstances haves arisen since the end of the financial period year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. For management purposes in the 2021 reporting period the Group was organised into three operating segments based on geographical locations, which involve mineral exploration and development in PNG and all other segments, which incorporates the minor activities conducted during the period in Cambodia and Fiji. All other corporate expenses are disclosed as “Corporate” within this segment report. The Group’s principal activities are interrelated and the Group has no revenue from operations. All significant operating decisions are based on analysis of the Group as three segments. The accounting policies applied for internal reporting purposes are consistent with those applied in preparation of the financial statements. 2021 All Other Segments $ PNG $ Corporate $ Total $ Other Income Net Profit/(Loss) for the year Segment Assets Segment Liabilities 370,620 238,625 95,008 648,935 - (36,926,373) 109,829,892 25,822,178 147,753 (24,630,939) 66,340,785 8,427,322 518,373 (61,318,687) 176,265,685 34,898,435 Impairment write downs 6,934 27,268,512 - 27,275,446 2020 All Other Segments $ PNG $ Corporate $ Total $ Other Income Net Profit/(Loss) for the year Segment Assets Segment Liabilities - 344,796 115,610 998,273 63 (101,311) 50,792,747 3,577,948 282,360 (4,810,796) 34,782,529 2,613,707 282,423 (4,567,311) 85,690,886 7,189,928 Impairment write downs - 20,448 - 20,448 104 | P a g e 105 | P a g e 97 2021 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 31 NOTES TO THE STATEMENT OF CASH FLOWS 31 NOTES TO THE STATEMENT OF CASH FLOWS (CONTINUED) (a) Cash and Cash Equivalents (c) Non-cash investing and financing activities Cash and cash equivalents at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the Statement of Financial Position as follows: Cash at bank Restricted cash Total (b) Reconciliation of Cash Flows from Operating Activities Consolidated 2021 $ 2020 $ 50,943,828 16,526,649 64,470,477 34,639,855 - 34,639,855 Consolidated 2021 $ 2020 $ Additions to lease liability Fair value loss on financial liabilities Gain on derecognition of Kou Sa Project(i) (i) The Company derecognised the Kou Sa Project. See Note 6 for further information. 32 REMUNERATION OF AUDITORS The Auditor of Geopacific is Ernst & Young. Net loss after income tax (61,318,687) (4,567,311) Amounts received or receivable - Ernst & Young for: - An audit or review of the financial report Total Consolidated 2021 $ 2020 $ 128,175 4,320,633 746,544 - - (1,884,834) Consolidated 2021 $ 2020 $ 218,000 218,000 65,100 65,100 Adjustments for: Depreciation Share-based payments Impairment write downs Finance costs Fair value loss on financial liabilities Foreign currency revaluation Other income Consultancy expense Changes in Assets & Liabilities (Increase) in trade and other receivables (Increase) in prepayments Increase in trade and other payables Increase in provisions Net Cash Used in Operating Activities 260,607 731,128 27,275,446 10,832,376 4,320,633 (609,792) (370,620) 567,944 141,634 1,120,281 20,448 830,927 - (401,346) (1,884,834) - (2,663,877) (364,803) 278,970 6,869,574 (14,191,101) (770,068) - 528,015 55,972 (4,926,282) 98 106 | P a g e 107 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 GEOPACIFIC RESOURCES LIMITED and Controlled Entities NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 31 NOTES TO THE STATEMENT OF CASH FLOWS 31 NOTES TO THE STATEMENT OF CASH FLOWS (CONTINUED) (a) Cash and Cash Equivalents (c) Non-cash investing and financing activities Cash and cash equivalents at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the Statement of Financial Position as follows: Additions to lease liability Fair value loss on financial liabilities Gain on derecognition of Kou Sa Project(i) (i) The Company derecognised the Kou Sa Project. See Note 6 for further information. 32 REMUNERATION OF AUDITORS The Auditor of Geopacific is Ernst & Young. Amounts received or receivable - Ernst & Young for: - An audit or review of the financial report Total Cash at bank Restricted cash Total (b) Reconciliation of Cash Flows from Operating Activities Net loss after income tax Adjustments for: Depreciation Share-based payments Impairment write downs Finance costs Fair value loss on financial liabilities Foreign currency revaluation Other income Consultancy expense Changes in Assets & Liabilities (Increase) in trade and other receivables (Increase) in prepayments Increase in trade and other payables Increase in provisions Net Cash Used in Operating Activities Consolidated 2021 $ 2020 $ 50,943,828 16,526,649 64,470,477 34,639,855 - 34,639,855 Consolidated 2021 $ 2020 $ (61,318,687) (4,567,311) 260,607 731,128 27,275,446 10,832,376 4,320,633 (609,792) (370,620) 567,944 141,634 1,120,281 20,448 830,927 (401,346) (1,884,834) - - (2,663,877) (364,803) 278,970 6,869,574 (770,068) - 528,015 55,972 (14,191,101) (4,926,282) 106 | P a g e Consolidated 2021 $ 2020 $ 128,175 4,320,633 - 746,544 - (1,884,834) Consolidated 2021 $ 2020 $ 218,000 218,000 65,100 65,100 107 | P a g e 99 2021 ANNUAL REPORT SHAREHOLDER INFORMATION GEOPACIFIC RESOURCES LIMITED and Controlled Entities SHAREHOLDER INFORMATION GEOPACIFIC RESOURCES LIMITED and Controlled Entities SHAREHOLDER INFORMATION The shareholder information set out below was applicable as at 11 March 2022. (c) Substantial holders (a) Analysis of numbers of equity security holders by size of holding: Analysis of numbers of equity security holders by size holding: 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total (b) Equity security holders – ordinary shares Class of Equity Security Ordinary Shares Number Shares 260 607 333 860 246 2,306 117,405 1,678,565 2,602,060 31,075,682 483,772,934 519,246,646 The names of the twenty largest holders of quoted equity securities, ordinary shares, are listed below: Ordinary Shares upon a poll each share shall have one vote. On a show of hands, every member present at a meeting in person or by proxy shall have one vote and HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED NDOVU CAPITAL IV B V CITICORP NOMINEES PTY LIMITED DELPHI UNTERNEHMENBERATUNG J P MORGAN NOMINEES AUSTRALIA PTY LIMITED SPARTA AG 2INVEST AG DEUTSCHE BALATON AKTIENGESELLSCHAFT BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM BROADGATE INVESTMENTS PTY LTD SPARTA AG SPROTT PRIVATE RESOURCE LENDING II (CO) INC BNP PARIBAS NOMS PTY LTD HENDERSON INTERNATIONAL PTY LIMITED GREENWELL INVESTMENT LIMITED MR LUCAS JAMES CAVANAGH MR RICHARD ALEXANDER CALDWELL BNP PARIBAS NOMINEES PTY LTD DIXSON TRUST PTY LIMITED MR TONY PETER VUCIC & MRS DIANE VUCIC TOP 20 SHAREHOLDERS OTHER SHAREHOLDERS TOTAL ORDINARY SHAREHOLDERS 100 Number Held 93,085,711 63,453,391 56,006,207 51,045,958 34,840,583 16,904,762 12,617,822 11,904,762 10,295,732 10,196,816 7,150,000 5,404,655 5,202,171 4,375,272 4,181,789 3,705,917 3,200,000 2,819,877 2,545,000 2,500,000 % of Issued Shares 17.93% 12.22% 10.79% 9.83% 6.71% 3.26% 2.43% 2.29% 1.98% 1.96% 1.38% 1.04% 1.00% 0.84% 0.81% 0.71% 0.62% 0.54% 0.49% 0.48% 77.31% 401,436,425 117,810,221 22.69% 519,246,646 100.00% 108 | P a g e Extracts from substantial shareholder register: SPARTA AG NDOVU CAPITAL IV B V SPHERIA ASSET MANAGEMENT Shareholding % of Issued Number Held Shares 103,841,304 64,086,031 40,360,709 19.99 12.60 7.77 The above holdings are based on the most recent Notice of Change of Interests of Substantial Holder statements lodged by each substantial holder. (d) Voting rights Fully paid Ordinary Shares The voting rights attached to each class of equity securities are set out below: Number of Options /Rights Number of Holders Options /Rights Held % of Options /Rights Issued contained Au with an exercise price of $62.50 32,000 5 Options – listed and unlisted There are no voting rights attached to options. (e) Summary of unlisted options and rights issued Options expiring not later than five years after the defining on Faddy's Gold Deposit of a JORC complaint Ore Reserve of over 200,000 oz of Option holder with more than 20% of class Exploration Drilling Services (Fiji) Ltd L Anderson Investments Pty Ltd Sheila Anderson Investments Options expiring not later than ten years after the defining on Faddy's Gold Deposit of a JORC compliant Ore Reserve of over 1,000,000 oz of Option holder with more than 20% of class Exploration Drilling Services (Fiji) Ltd L Anderson Investments Pty Ltd Sheila Anderson Investments contained Au with an exercise price of $125.00 8,000 5 12,800 8,800 7,200 3,200 2,200 1,800 40.0 27.5 22.5 40.0 27.5 22.5 109 | P a g e 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities SHAREHOLDER INFORMATION SHAREHOLDER INFORMATION GEOPACIFIC RESOURCES LIMITED and Controlled Entities SHAREHOLDER INFORMATION The shareholder information set out below was applicable as at 11 March 2022. (c) Substantial holders (a) Analysis of numbers of equity security holders by size of holding: Extracts from substantial shareholder register: SPARTA AG NDOVU CAPITAL IV B V SPHERIA ASSET MANAGEMENT Shareholding Number Held % of Issued Shares 103,841,304 64,086,031 40,360,709 19.99 12.60 7.77 The above holdings are based on the most recent Notice of Change of Interests of Substantial Holder statements lodged by each substantial holder. (d) Voting rights The voting rights attached to each class of equity securities are set out below: The names of the twenty largest holders of quoted equity securities, ordinary shares, are listed below: Fully paid Ordinary Shares 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. Options – listed and unlisted There are no voting rights attached to options. (e) Summary of unlisted options and rights issued Number of Options /Rights Number of Holders Options /Rights Held % of Options /Rights Issued Options expiring not later than five years after the defining on Faddy's Gold Deposit of a JORC complaint Ore Reserve of over 200,000 oz of contained Au with an exercise price of $62.50 Option holder with more than 20% of class Exploration Drilling Services (Fiji) Ltd L Anderson Investments Pty Ltd Sheila Anderson Investments Options expiring not later than ten years after the defining on Faddy's Gold Deposit of a JORC compliant Ore Reserve of over 1,000,000 oz of contained Au with an exercise price of $125.00 Option holder with more than 20% of class Exploration Drilling Services (Fiji) Ltd L Anderson Investments Pty Ltd Sheila Anderson Investments 32,000 5 8,000 5 12,800 8,800 7,200 3,200 2,200 1,800 40.0 27.5 22.5 40.0 27.5 22.5 109 | P a g e 101 Analysis of numbers of equity security holders by size holding: 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total (b) Equity security holders – ordinary shares HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED NDOVU CAPITAL IV B V CITICORP NOMINEES PTY LIMITED DELPHI UNTERNEHMENBERATUNG J P MORGAN NOMINEES AUSTRALIA PTY LIMITED SPARTA AG 2INVEST AG DEUTSCHE BALATON AKTIENGESELLSCHAFT BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM BROADGATE INVESTMENTS PTY LTD SPARTA AG SPROTT PRIVATE RESOURCE LENDING II (CO) INC BNP PARIBAS NOMS PTY LTD HENDERSON INTERNATIONAL PTY LIMITED GREENWELL INVESTMENT LIMITED MR LUCAS JAMES CAVANAGH MR RICHARD ALEXANDER CALDWELL BNP PARIBAS NOMINEES PTY LTD DIXSON TRUST PTY LIMITED MR TONY PETER VUCIC & MRS DIANE VUCIC TOP 20 SHAREHOLDERS OTHER SHAREHOLDERS TOTAL ORDINARY SHAREHOLDERS Class of Equity Security Ordinary Shares Number Shares 260 607 333 860 246 117,405 1,678,565 2,602,060 31,075,682 483,772,934 2,306 519,246,646 Ordinary Shares Number Held % of Issued Shares 17.93% 12.22% 10.79% 9.83% 6.71% 3.26% 2.43% 2.29% 1.98% 1.96% 1.38% 1.04% 1.00% 0.84% 0.81% 0.71% 0.62% 0.54% 0.49% 0.48% 93,085,711 63,453,391 56,006,207 51,045,958 34,840,583 16,904,762 12,617,822 11,904,762 10,295,732 10,196,816 7,150,000 5,404,655 5,202,171 4,375,272 4,181,789 3,705,917 3,200,000 2,819,877 2,545,000 2,500,000 401,436,425 117,810,221 77.31% 22.69% 519,246,646 100.00% 108 | P a g e 2021 ANNUAL REPORT SHAREHOLDER INFORMATION GEOPACIFIC RESOURCES LIMITED and Controlled Entities SHAREHOLDER INFORMATION GEOPACIFIC RESOURCES LIMITED and Controlled Entities SHAREHOLDER INFORMATION (e) Summary of unlisted options and rights issued (continued) (e) Summary of unlisted options and rights issued (continued) Number of Options /Rights Number of Holders Options /Rights Held % of Options /Rights Issued Premium exercise price options expiring four years from the issue date on 10 July 2022 Option holder with more than 20% of class R Heeks Share appreciation rights expiring four years from the issue date on 10 July 2022 Option holder with more than 20% of class R Heeks Zero exercise price options expiring three years from the issue date on 19 July 2022 Option holder with more than 20% of class R Heeks Premium exercise price options expiring four years from the issue date on 19 July 2023 Option holder with more than 20% of class R Heeks Share appreciation rights expiring four years from the issue date on 19 July 2023 Option holder with more than 20% of class R Heeks Zero exercise price options expiring three years from the issue date on 21 August 2023 Option holder with more than 20% of class R Heeks M Smith G Zamudio Premium exercise price options expiring four years from the issue date on 21 August 2024 Option holder with more than 20% of class R Heeks M Smith G Zamudio 102 808,740 894,605 1,296,965 1,063,850 1,129,101 6 6 5 5 5 195,300 24.1 R Heeks M Smith G Zamudio 193,529 21.6 otherwise extended 320,000 366,993 28.3 318,060 29.9 Rights holder with more than 20% of class 3,112,442 11 T Richards 1,079,545 34.7 304,808 27.0 exercise price of $0.322 2,702,328 1 526,262 3 376,546 3 244,662 168,960 112,640 182,344 116,521 77,681 46.5 32.1 21.4 48.4 31.0 20.6 110 | P a g e 111 | P a g e Number of Options /Rights Number of Holders Options /Rights Held % of Options /Rights Issued Share appreciation rights expiring four years from the issue date on 21 August 2024 407,016 3 Option holder with more than 20% of class Zero exercise price options expiring one year from the issue date on 1 January 2022 or as Option holder with more than 20% of class T Richards Zero exercise price options expiring two years from the issue date on 1 January 2023 Option holder with more than 20% of class T Richards Share performance rights expiring three years from the issue date on 31 March 2024 Options expiring on 29 September 2026 with an Option holder with more than 20% of class Sprott Private Resource Lending II (CO), Inc 327,500 182,656 134,616 89,744 44.9 33.1 22.0 1 1 320,000 100.0 327,500 100.0 2,702,328 100.0 2021 ANNUAL REPORT GEOPACIFIC RESOURCES LIMITED and Controlled Entities SHAREHOLDER INFORMATION SHAREHOLDER INFORMATION GEOPACIFIC RESOURCES LIMITED and Controlled Entities SHAREHOLDER INFORMATION (e) Summary of unlisted options and rights issued (continued) (e) Summary of unlisted options and rights issued (continued) Number of Options /Rights Number of Holders Options /Rights Held % of Options /Rights Issued Premium exercise price options expiring four years from the issue date on 10 July 2022 Option holder with more than 20% of class R Heeks R Heeks Share appreciation rights expiring four years from the issue date on 10 July 2022 Option holder with more than 20% of class Zero exercise price options expiring three years from the issue date on 19 July 2022 Option holder with more than 20% of class R Heeks 808,740 894,605 1,296,965 Premium exercise price options expiring four years from the issue date on 19 July 2023 1,063,850 Option holder with more than 20% of class Share appreciation rights expiring four years from the issue date on 19 July 2023 1,129,101 Option holder with more than 20% of class 6 6 5 5 5 Zero exercise price options expiring three years from the issue date on 21 August 2023 Option holder with more than 20% of class 526,262 3 Premium exercise price options expiring four years from the issue date on 21 August 2024 376,546 3 Option holder with more than 20% of class R Heeks R Heeks R Heeks M Smith G Zamudio R Heeks M Smith G Zamudio 195,300 24.1 193,529 21.6 366,993 28.3 318,060 29.9 304,808 27.0 244,662 168,960 112,640 182,344 116,521 77,681 46.5 32.1 21.4 48.4 31.0 20.6 110 | P a g e Share appreciation rights expiring four years from the issue date on 21 August 2024 Option holder with more than 20% of class R Heeks M Smith G Zamudio Zero exercise price options expiring one year from the issue date on 1 January 2022 or as otherwise extended Option holder with more than 20% of class T Richards Zero exercise price options expiring two years from the issue date on 1 January 2023 Option holder with more than 20% of class T Richards Share performance rights expiring three years from the issue date on 31 March 2024 Rights holder with more than 20% of class T Richards Number of Options /Rights Number of Holders Options /Rights Held % of Options /Rights Issued 407,016 3 182,656 134,616 89,744 44.9 33.1 22.0 320,000 100.0 327,500 100.0 320,000 327,500 1 1 3,112,442 11 1,079,545 34.7 Options expiring on 29 September 2026 with an exercise price of $0.322 Option holder with more than 20% of class Sprott Private Resource Lending II (CO), Inc 2,702,328 1 2,702,328 100.0 111 | P a g e 103 2021 ANNUAL REPORT TENEMENT DETAILS GEOPACIFIC RESOURCES LIMITED and Controlled Entities TENEMENT DETAILS Current interest in tenements held by Geopacific and its subsidiaries, as at 31 December 2021 are listed below: Country Location Tenement Interest PNG PNG PNG PNG PNG PNG PNG PNG PNG PNG PNG PNG 104 Woodlark Island Woodlark Island Woodlark Island Woodlark Island Woodlark Island Woodlark Island Woodlark Island Woodlark Island Woodlark Island Woodlark Island Woodlark Island Woodlark Island EL 1172 EL 1279 EL 1465 LMP 89 LMP 90 LMP 91 LMP 92 LMP 93 ME 85 ME 105 ME 111 ML 508 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 112 | P a g e 2021 ANNUAL REPORT

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