GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
2020
ANNUAL REPORT
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
TABLE OF CONTENTS
Corporate Directory
Chairman’s Letter
Review of Operations
Governance Statement
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Tenement schedule
Additional Statutory Information
1 | GRV – Annual Report 2020
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GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE DIRECTORY
DIRECTORS
Tony Leibowitz (Chairman and Non-Executive Director) – appointed 7 September 2020
Neil Biddle (Executive Director) – appointed 7 September 2020
Elias (Leo) Khouri (Non-Executive Director)
Vincent John Fayad (Executive Director)
COMPANY SECRETARY
Vincent John Fayad
REGISTERED OFFICE
Suite 6, Level 5, 189 Kent Street
Sydney, NSW, 2000
Ph: +61 (2) 8046 2799
SHARE REGISTRY
Link Market Services
Level 12, 680 George Street
Sydney NSW 2000
Ph: +61 (2) 8280 7111
Fax: +61 (2) 9287 0303
AUDITORS
RSM Australia Partners
Level 13, 60 Castlereagh Street
Sydney NSW 2000
STOCK EXCHANGE
Australian Securities Exchange
20 Bridge Street,
Sydney NSW 2000
ASX CODE
GRV
2| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CHAIRMAN’S LETTER
Dear Fellow Shareholders
I am pleased to write to you for the first time as Chairman of Greenvale Mining Limited (“Greenvale” or “the
Company”).
In accepting appointment to the Board of Greenvale, I am very excited about the Company’s potential and am
particularly pleased that Neil Biddle, with whom I have worked together with on a number of public company
boards, has also joined the Greenvale board, bringing the benefit of his many years of mining, geological and
corporate experience to the Company.
The 2020 financial year has seen a reset of the Company’s activities and financial position. Undoubtedly
limited funding and issues arising from the Gold Basin project slowed the Company’s activities, however in the
latter part of the year and since year-end, significant progress has been made in setting the future pathway for
the Company. At a project level this is set out below:-
Alpha Resources – the Company has announced encouraging news concerning an open cut-mining
type operation to produce a diversified range of products including bitumen and active carbons from
its high-grade Torbanite product in Queensland. More importantly, there now appears to a clear way
forward for progressing this asset and crystallising value for shareholders.
Gold Basin – having successfully established a maiden resource in October 2019 the Company, despite
protracted negotiations, was unable to resolve ownership issues with this project and on 4th
September 2020 settled on the sale of its interests in Gold Basin for $1 million and 2.5 million shares
in a Canadian Securities listed entity. The sale has resulted in the Company achieving a significant
surplus over book value on this disposal.
Georgina Basin – on the 19th June 2020, the Company announced an initial acquisition of 80% of Knox
Resources Limited (Knox), which is the owner of the Georgina Basin Project. This project is an
extensive package of Iron Oxide Copper-Gold (IOCG) exploration licences located in the Northern
Territory. The Company’s holding in Knox was increased to 100% on 11 August 2020. The acquisition
of Knox was by way of scrip in the Company which has provided a low-cost entry into a highly
prospective opportunity.
The Company lodged an Entitlement Offer Prospectus on the 29 June 2020 which raised some $2.1m after year
end. An additional capital raising of a further $0.660 million was completed on the 10th August 2020, together
with additional commitments of approximately $1.3 million which are due to settle in November 2020. These
funds together with the proceeds of Gold Basin provide the Company with a solid financial foundation for the
future.
I would like to take this opportunity to acknowledge former directors Julian Gosse and Stephen Gemell for
their service to the Company. I would also particularly like to thank Leo Khouri for his leadership of the
Company over the past ten years.
Finally, I would like to thank shareholders for their continued support of the Company and look forward to
rapidly progressing the Company’s exciting projects.
Yours sincerely
Tony Leibowitz
Chairman
3| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
Alpha Oil Shale Deposit
Tenement details
Set out below is the tenement ownership and their status as at 30 June 2020:
Tenement
MDL 330
Percentage
ownership
99.99%
Owned by
Status
Alpha Resources Pty Ltd
Current to 31 January 2022
Table 1: Summary of Tenement Ownership and Status
Location
The Alpha Oil Shale Project is located about 50 km south of the town of Alpha, Queensland. Hutton (1996)
recognised the Alpha oil shale deposit as one of the smaller deposits with respect to total resources, but the
very high yields from the torbanite compensate for this.
Figure 1 and Table 1 below sets out the location of the Alpha Oil Shale Project:
Figure 1: Location of Alpha Project (MDL330) and EPM licence areas
4| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
The Alpha Oil Shale deposit consists of two seams: an upper seam of cannel coal and a lower seam of cannel
coal containing a lens of torbanite. Alpha deposit consists of an upper cannel coal seam with an average
thickness of 1.12 m and lower cannel coal seam with a torbanite lens, with an average thickness of up 1.9 m.
The torbanite has high oil shale yield resulting from the accumulation of algal remains. Cannel coal is another
type of oil shale derived from the accumulation of plant remains and the source of the oil is from preserved
spores, plant resin and cuticles.
In situ production has the potential to significantly lower production costs as it will mean there is no need to
mine the shale.
Past activities
Over the last 75 years the area has been explored by numerous parties over that period. As a result, significant
exploration data is available from within MDL 330 and includes:
68 holes with total cumulative depth of 3,251.9m;
down-hole geophysical logging on 26% of the holes;
completion of an Independent Geological Report (IGR) in 2018, SRK has determined a Prospective
Resource (un-risked) under the Petroleum Resource Management System (PRMS, 2007), as shown in
Table 2 below; and
192 oil shale sample analyses.
Key steps moving forward
The key steps arising from the work undertaken by SRK Consulting (Australasia) Pty Ltd (SRK):
preliminary review of open cut mining and processing options indicates that a strategy to produce a
diversified range of products including petroleum, bitumen and active carbon products is most likely
to offer a commercially viable development pathway;
the Alpha coal deposit can produce high-value bitumen and active carbon with the potential to deliver
high-quality, value-added products through appropriate investment in processing infrastructure;.
if development proceeds, the primary technology required will be a retorting and refining plant,
which would nominally be constructed on-site. This is likely to be available from offshore suppliers
with established shale oil industries (e.g. China, Russia, Canada and the United States); and
preliminary investigation indicates that there will be high demand for all products that the Alpha
Project would produce the products listed in Table 2 below.
Activities undertaken during the year
During the year, to evaluate the commercial viability of the project, the Company saw the need to model
mining, processing and product quality and quantity with confidence. SRK were commissioned to review the
previous exploration work program plan (core sampling) and advise if this would be sufficient to enable an
eventual Feasibility Study and Ore/Coal Reserve estimate to be developed.
SRK has recommended that a program of bulk sampling be undertaken using trenches or costeans, where up
to one tonne of material is extracted from each point of observation (instead of a few kilograms which is taken
with core sampling). In addition, SRK recommended that a Scoping Study including a study of product
marketability and revenue options was required. The range of products being considered is shown in the
below table:
5| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
Product
Shale Oil
Bitumen
Nominal Annual
Production
430 thousand
barrels
90 thousand
tonnes
Active
Carbon /
Spent Shale
400 thousand
tonnes
Minimum Revenue
Enhanced Revenue
Crude Oil Index price plus partial
refinement and transport premium.
Mine gate price of approximately $400
per tonne for retorted bitumen
(indexed to international wholesale
bitumen price).
Sale as a solid fuel with pricing similar
to PCI (Pulverised Coal Injection) index
pricing.
Sale of low sulphur naphthene or fully
refined fuels at wholesale prices.
Wholesale refined bitumen sale price of
$600 to $1,000 per tonne.
Sale of premium active carbon products
for metals processing, smelting processes
and industrial filtration.
Source: SRK analysis and market research. Commodity prices are indicative only and are subject to review during study preparation.
Table 2: Alpha products to be considered in the Scoping Study
The nominal annual production rate of 90 thousand tonnes of bitumen is planned as a preliminary production
target as this represents around 10% of Australian bitumen consumption and is considered to align to the
proportion of market share which can be realised. The Company has recently confirmed interest from a local
asphalt producer to source over 20 thousand tonnes of bitumen per annum.
SRK are developing a conceptual study based on the annual production rates stated in Table 2 (above) for a
mining operation with a lifespan in excess of 10 years.
An amendment to the exploration work program prepared by SRK was approved by the Queensland
Department of Natural Resources Mines and Energy (DNMRE) and the recommendations include:
that the exploration work program should target the torbanite lens contained within the lower cannel
coal seam;
that no change to the MDL 330 authority is required aside from amendment to the exploration work
program, procedural approvals and regular correspondence;
that the 2020/21 exploration and project development work program will be staged;
the 2020 program will focus on:
o developing a preliminary geological model and mine plan using coal modelling and mine planning
software. The plan will be based on historical data and used as the basis to confirm a production
target based on an open cut mining and site processing strategy;
selecting the preferred location for the initial (2020) bulk sample;
o
o undertaking the actual bulk sampling and analysis;
o advancing development, production, cost and revenue models with increased product marketing
input, as preliminary unit rate analysis estimates indicate that the project has the potential to be
economically viable if petroleum, bitumen and active carbon products are produced from the
high-grade torbanite zone within MDL330; and
implementing a sourcing strategy which will include undertaking due diligence of potential
suppliers and customers and then engaging with offshore suppliers and planning sample analysis
to be undertaken within Australia and offshore.
o
the 2021 program will be more detailed and focus on:
o additional bulk sampling from up to five locations;
o planning a confirmation drilling program to increase confidence in the Mineral/Coal Resource
model within the target mining area; and
o developing a more detailed mine plan techno-economic model, including costs derived from first-
principles and with capital and operating cost estimates based on supplier feedback.
6| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
Statement of Significant Mineralization
At this time, no statement of Resources and Reserves has been possible as the data is partially out-dated,
poorly preserved and often incomplete. For this reason, it was reclassified as an Exploration Target in terms of
the JORC Code 2012. Subsequently SRK undertook an evaluation of the Resource under PRMS which is
probability based. SRK’s estimate is equivalent to a Prospective Resource (un-risked) under PRMS (2007).
In 2018, SRK has determined a Prospective Resource (un-risked) under the Petroleum Resource Management
System (PRMS, 2007), as shown in Table 3 below:
Depth of
overburden
(m)·
Area·(km2)
Lower
Upper
Oil
Mid (Bbls)
Lower Seam
Cannel coal
Mid (Bbls)
Torbanite
Mid (Bbls)
Upper Seam
Mid (Bbls)
0-25
25-50
50-70
75-100
2.76
2.85
2.00
1.10
0.00
1.63
0.23
0.16
15,263,688
3,845,353
11,418,334
0
10,396,342
7,311,048
3,085,293
1,806,633
3,466,120
3,190,833
275,288
1,921,683
1,921,683
0
496,983
94,479
Oil
Mid (Bbls)
Lower Seam
Cannel coal
(Bbls)
Torbanite
(Bbls)
Upper Seam
(Bbls)
Estimated volumes
Low
(MMBbls)
Mid
(MMBbl)s
High
(MMBbls)
31,047,832
16,268,917
14,778,915
2,395,095
Estimated in situ Total Mid Resource MDL330
33,442,928
25.1
Bbls
33.4
50.2
Note:
In situ - No losses or recovery factors applied, available data documentation and usage required. Prospective Resource (un-
risked) 99.99% attributable to the Company.
Table 3: Low, Mid (most likely) and High estimated in situ oil volumes, and overburden depths of the Alpha
Project Cannel Coal and Torbanite within MDL330 as at 20 March 2018
Competent Person Statement
The information in this announcement is based on and fairly represents information and supporting
documentation undertaken by SRK Consulting (Australasia) Pty Ltd. (SRK) by Mr Ashley Ginn (Principal
Consultant, Mining). Ashley is a Mining Engineer with over 20 years’ experience. The context of this market
release is based on work undertaken by SRK between March and May 2020 and was released to the ASX on 7
May 2020.
Gold Basin Project
Tenement details
The Gold Basin Project is comprised of two types of mineral holdings, namely: 5 mineral rights and 290
unpatented mining claims covering a total area of 30 km2.
Location
The Gold Basin project lies approximately 110 kilometres south-east of Las Vegas, Nevada as shown in Figure 2
below:
7| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
Figure 2: Location of Arizona Gold project
The Gold Basin licence area sits on a major NW-trending regional shear zone controlling the distribution of
large porphyry copper deposits in northern Arizona and numerous precious metals deposits in western
Nevada. The dominant structures are a north to northwest trending series of detachment faults.
Figure 3: Main Structural Corridor Nevada-Arizona
8| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
Activities undertaken during the year
The Company completed in October 2019 its maiden JORC resource. The Resource is the maiden JORC
Compliant Resource estimate ever completed for the project and incorporated the drilling completed in May
2019 funded by Greenvale as well as ,historical drilling results from previous explorers. The Resource was
estimated for the Cyclopic and Stealth deposits.
The Resource estimate has been completed by Bowral, NSW based GeoRes using Minex software (GeoRes
Report). The specific details relating to the model were included in JORC Table 1 and are set out in Appendix 1
to the ASX announcement dated 22 October 2019. The Resource was classified as Inferred.
Set out below is a summary of the overall Inferred Resource based on cut-off grades of 0.25, 0.40 and 0.5
grams per tonne for the Gold Basin Project, together with a map showing the locations of the Stealth and
Cyclopic deposits:
GB - Resources (Cy Oct 2019 (AU3) - Density 2.6 t/m3
Area:
Vein
Cyclopic:
CY1
CY2
CY3
CY4
CY5
CY6
CY7
Cyclopic Total:
Stealth Total:
TOTAL
Resource
class
Au
cut-off
Tonnes
(t)
Au
(g/t)
Au
(oz)
Dom
1
2
3
4
5
6
7
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
0.25
0.25
0.25
0.25
0.25
0.25
0.25
0.25
0.25
0.25
1,159,000
2,490,000
2,612,000
1,777,000
874,000
1,025,000
224,000
0.97 36,200
1.16 92,900
0.70 58,800
0.85 48,600
0.58 16,300
0.64 21,100
0.72 5,200
10,160,000
278,900
81,900
3,270,000
13,430,000 0.84 360,900
0.85
0.78
GB - V3 Resources (Cy Oct 2019 (AU3), St Mar 2015) - Density 2.6 t/m3
Area:
Vein
Resource
class
Au
cut-off
Tonnes
(t)
Dom
Au
(g/t)
Au
(oz)
Cyclopic:
CY1
CY2
CY3
CY4
CY5
CY6
CY7
Cyclopic:
Stealth:
1
2
3
4
5
6
7
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
0.4
0.4
0.4
0.4
0.4
0.4
0.4
0.4
0.4
0.4
1,041,000
1,984,000
1,871,000
1,413,000
632,000
879,000
203,000
8,020,000
2,250,000
1.05 35,100
1.37 87,400
0.85 51,100
0.98 44,500
0.68 13,800
0.69 19,500
0.76 5,000
0.99
0.98
256,500
70,800
10,270,000 0.99 327,200
9| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
GB - prelim V3 Resources (Cy Oct 2019 (AU3), St Mar 2015) - Density 2.6 t/m3
Area:
Vein
Cyclopic:
CY1
CY2
CY3
CY4
CY5
CY6
CY7
Cyclopic:
Stealth:
Resource
Au
Tonnes
Au
Au
Dom
class
cut-off
(t)
(g/t)
(oz)
1
2
3
4
5
6
7
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
917,000
1.13 33,300
1,681,000 1.53 82,700
1,482,000 0.96 45,700
1,172,000 1.09 41,100
446,000
0.78 11,200
682,000
0.76 16,700
176,000
0.80 4,500
6,560,000
1.12
235,200
1,790,000
1.12
64,600
8,350,000 1.12 299,800
Note:
The Cyclopic deposit has been interpreted as 7 sub horizontal mineralised lodes numbered CY1 to CY7 with CY1 at surface and
CY7 50m below surface.
Table 4:Maiden JORC Resource
Full details of the maiden Resource and activities (including Table 1 is set out in the ASX announcement dated
22 October 2019.
Transaction details
Under a Farm-in arrangement between Centric Minerals Management Pty Ltd (Centric Australia) and Aurum
Exploration Inc (Aurum), Centric Australia would be entitled to a 50.01% interest in the Gold Basin upon
achievement of a maiden JORC Resource. The right to the Farm-in arrangement was to Greenvale Gold Basin
Pty Ltd (GGB), a company owned by the Company, subject to agreement of the corporate structure for the
arrangement between GGB and Aurum. The corporate structure became subject to a dispute between the
Company and Aurum. As noted in the Directors Report “Events Subsequent to Reporting Date”, the Company
sold its interests in the Gold Basin Project.
Competent Person Statement
The information in this report that relates to Exploration Results for the Gold Basin Property is based on
information compiled by Charles Straw, a Director of Centric Minerals Management Pty Ltd. Mr Straw is a
member of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant
to the style of mineralisation and type of deposit under consideration and to the activity which he is
undertaking to qualify as a Competent Person under the 2012 Edition of the ”Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Straw consents to the inclusion in this
announcement of the matters based on his information in the form and context in which it appears.
The Georgina IOCG Project
Background
In June 2020, the Company acquired 80% of the issued capital of Knox Resources Limited (“Knox”), a privately
held Australian minerals exploration company. In August 2020, the Company increased its ownership interest
of Knox to 100%.
10| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
Knox is the successful applicant for a package of exploration licenses to be granted by the Northern Territory
government, being a 4,475 km2 greenfield exploration package, known as the Georgina IOCG Project.
About the Georgina Project
Iron-Oxide Copper Gold (“IOCG”) deposits are globally significant sources of Gold and Copper, with additional
potential to host Silver, Bismuth, Molybdenum, Rare Earth Elements and Cobalt.
The Georgina IOCG project is situated in an exciting new and under-explored frontier for mineral exploration
under the Barkly Tableland in The Northern Territory, that strategically lies between the historic IOCG
provinces of Tenant Creek and Mount Isa. This province is almost entirely covered by the sedimentary rocks of
the Georgina basin that obscure the potential of the underlying basement as mineral systems hosts, which has
in the past discouraged large-scale exploration.
Figure 4: Areas successfully applied for in Georgina Basin
The Barkly Tableland area east of Tennant Creek was identified by the Federally funded “Exploring for the
Future” (“EFTF”) program as a priority area to host IOCG mineralization. The EFTF was a 4-year Federal
Government funded program ending in 2020, which committed $100 million to better understanding the
potential for mineral, energy and groundwater resources across northern Australia. The program aimed to
reduce the technical risk of mineral exploration by utilising existing data, generating new regional scale data,
employing new and innovative technologies and techniques to provide pre-competitive datasets to support
investment and mineral exploration in northern Australia.
As part of the EFTF program, innovative data sets were developed which identified key indicators of IOCG
mineralisaton, including Hematite and Magnetite Alteration Proxies (alteration assemblages typical of IOCG
mineralization) and Regional Scale Geophysical Data identifying deep crustal structures and Depth to
Basement Imagery. This information has provided a fresh insight into the potential that lies beneath the
sedimentary cover and for assessing prospective IOCG exploration zones.
11| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
These data sets were combined and in September 2019 they were released by Geoscience Australia as an IOCG
Prospectivity map and data set (Tennant Creek to Mount Isa). In October 2019, Knox participated in a
competitive tender and successfully applied for nine exploration licenses which collectively form the
Company’s Georgina IOCG Project. Knox’s project areas abut those of Newcrest Mining Limited and are in
close proximity with several other junior gold and copper explorers who also participated in the competitive
bidding process.
During the dry season period of August to December 2020, as part of the Federal Government’s National
Drilling Initiative, up to 12 stratigraphic holes will be drilled in the East Tennant Creek Area. Two of these drill
sites are located on Knox’s Georgina IOCG Project and will provide the Company with a highly valuable near-
term insight into exploration potential of the Project.
In the meantime the Company is assembling and interpreting available geological and geophysical data and
following the release of the drilling results, will look to finalise its exploration and field work program that will
commence in early 2021 following the coming wet season.
Competent Person Statement
The information on the Georgina IOCG Project relating to Exploration Targets is based on information
compiled by the Company’s Executive Director, Mr. Neil Biddle, a competent person, who is a Member of the
Australian institute of Mining and Metallurgy. Mr. Biddle has sufficient experience relevant to the style of
mineralization and to the type of activity described 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. Biddle has disclosed to the Company that he is a substantial shareholder in the Company. Mr. Biddle
consents to the inclusion in the document of the information in the form and context in which it appears.
Corporate Matters
Strategic direction and acquisitions
The Company continues to monitor a number of potential acquisitions in the exploration sector to assist in its
quest to diversify it risks.
Cash management
The Company continues to invest its funds in exploration activities for both the Alpha Resource Project and
going forward, the Georgina Basin Project. Surplus cash will be monitored pending a decision on the use of
funds.
Board changes
During the year, the following board changes were occurred on the 9th March 2020:
resignation of Justin Dibb and Phillip Shamieh; and
appointment of Julian Gosse.
12| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
Risks
The Company is subject to a number of risks, including but not limited to the following:
exploration risks – there is no guarantee that the exploration activities of the Company will result in the
location of resource for sale;
there is no guarantee that the Company will achieve JORC standard on its project;
technological risk – even if resource is found, there is no guarantee that the processing of the resource
will be able to occur;
sufficient volume for commercialisation – there is no guarantee that an economic level of resource will
be found;
changes in oil and gold prices – there is no guarantee that the oil or gold prices will remain at the
current levels;
further decline in oil prices, will affect the economic value of the Alpha Resources project;
loss of key personnel – the loss of key personnel may affect the commercialisation of the project; and
funding risk – the commercialisation of the project is dependent upon significant funding, none of
which can be assured by the Company.
Vincent Fayad
Director
Dated at Sydney this 25th day of September 2020.
13| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
Governance
The Board recognises the importance of establishing a comprehensive system of control and accountability as
the basis for the administration of corporate governance.
To the extent relevant and practical, the Company has adopted a corporate governance framework that is
consistent with The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX
Corporate Governance Council (“Recommendations”).
The Board has adopted the following suite of corporate governance policies and procedures which are
available on the Company’s website at www.greenvale-mining.com.au
•
•
•
•
•
•
•
•
•
•
•
Board Charter
Procedures for Selection and Appointment of Directors
Code of Conduct
Securities Trading Policy
Audit Committee Charter
Continuous Disclosure Policy
Shareholder Communication Policy
Risk Management and Internal Compliance and Control
Performance Evaluation Procedures
Remuneration Committee Charter
Nomination Committee Charter
The Board is committed to administering the policies and procedures with openness and integrity, pursuing
the true spirit of corporate governance commensurate with the Company's needs.
The Company is pleased to report that its practices are largely consistent with the Recommendations of the
ASX Corporate Governance Council and sets out below
its compliance and departures from the
Recommendations for the financial year ended 30 June 2020.
In light of the Company’s size and nature, the Board considers that the current corporate governance regime is
a fit-for-purpose, efficient, practical and cost-effective method of directing and managing the Company. As the
Company’s activities develop in size, nature and scope, the implementation of additional corporate
governance policies and structures will be reviewed.
14| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a
board charter setting out:
(a) the respective roles and responsibilities
of its board management; and
(b) those matters expressly reserved to the
to
those delegated
board and
management.
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before
appointing a director or
senior
executive
someone
or
forward for election as a director; and
(b) provide security holders with all
material information in its possession
relevant to a decision on whether or
not to elect or re-elect a director.
putting
Recommendation 1.3
A
listed entity should have a written
agreement with each Director and senior
executive setting out the terms of their
appointment.
Recommendation 1.4
The company secretary of a listed entity
should be accountable directly to the
Board, through the chair, on all matters to
do with the proper functioning of the
Board.
YES
YES
YES
YES
The Company has adopted a Board Charter which
complies with the guidelines prescribed by the ASX
Corporate Governance Council.
A copy of the Company’s Board Charter is available
on the Company’s website.
(a) The Company undertakes appropriate checks
before appointing a person or putting forward
to security holders a candidate for election, as
a Director, which includes at minimum a formal
face to face meeting, reference check and ASIC
search.
(b) During the financial year, the shareholders of
the Company re-elected Mr Gemell and Mr
Dibb as directors of the Company at the annual
general meeting held on 22 November 2019.
Each director and senior executive of the Company
is a party to a written agreement with the Company
which sets out the terms of their appointment.
The Company Secretary is accountable directly to
the Board, through the chair, on all matters to do
with the proper functioning of the Board.
15| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
in
Council
Given the current size of the Company, the
Company has not adopted a formal Diversity Policy
as the Board has determined that the benefits of
the initiatives recommended by the ASX Corporate
Governance
are
disproportionate to the costs
in the
implementation of such strategies. Further, given
the size of the Company, the setting of measurable
objectives are not likely to yield meaningful results
in the context of a company that only employs four
persons, being its Board, one of whom is also the
Company Secretary.
involved
regard
this
Instead, the Board has undertaken to adopt a
Diversity Policy in line with the recommendations of
the ASX Corporate Governance Council once the
Company employs a workforce of 20 or more
people.
Whilst the Company’s workforce remains below this
threshold, the Board will continue to drive the
Company’s diversity strategies of the Company on
an informal basis and will apply the initiatives
contained in its Diversity Policy to the extent that
the Board considers relevant and necessary.
Recommendation 1.5
A listed entity should:
NO
(a) have and disclose a diversity policy;
(b) through its board or a committee of
the board set measurable objectives
for achieving gender diversity in the
composition of
its board, senior
executives and workforce generally;
and
(c) disclose in relation to each reporting
period:
(i) the measurable objectives set
for that period to achieve
gender diversity;
(ii) the entity’s progress towards
achieving those objectives; and
(iii) either:
a.
executive”
the respective proportions
of men and women on the
board, in senior executive
positions and across the
whole workforce (including
how the entity has defined
for
“senior
these purposes); or
if the entity is a “relevant
employer”
the
Workplace Gender Equality
Act,
the entity’s most
recent “Gender Equality
Indicators”, as defined in
and published under that
Act.
under
b.
If the entity was in the S&P / ASX 300
Index at the commencement of the
reporting period, the measurable objective
in the
for achieving gender diversity
composition of its board should be to have
not less than 30% of its directors of each
gender within a specified period.
16| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
Recommendation 1.6
A listed entity should:
COMPLY
(YES/NO)
YES
(a) have and disclose a process
for
the
periodically
performance of
its
committees and individual Directors;
and
the Board,
evaluating
(b) disclose for each reporting period,
whether a performance evaluation
was undertaken in accordant with that
process during or in respect of that
period.
EXPLANATION
Secretary)
(a) The Nomination Committee (the function of
which is currently performed by the full Board,
excluding Mr Fayad who also acts as the
Company
for
evaluating the performance of the Board and
individual Directors on an annual basis. The
process for this is set out in the Company’s
Performance Evaluation Procedures policy
which is available on the Company’s website.
responsible
is
(b) During
the
reviewed
financial year,
the Company
its composition and
continually
performance. On 7 September 2020, Messers
Neil Biddle and Tony Leibowitz were appointed
as Directors
the
subsequent
retirement by Mr Stephen Gemell and Mr Julian
Gosse. The Board considers the existing size and
composition of the Board to be appropriate in
the context of the Company’s current size and
the nature and scale of its activities.
following
Recommendation 1.7
A listed entity should:
YES
(a) have and disclose a process for
evaluating the performance of
its
senior executives at least once every
reporting period; and
(b) disclose for each reporting period
whether a performance evaluation has
been undertaken in accordance with
that process during or in respect of
that period.
(a) The Remuneration Committee (the function of
which is currently performed by the full Board,
with the exception of Mr Fayad, who acts as the
Company Secretary and subsequent to 30 June
2020 Mr Neil Biddle, who assumed the role as a
Technical Director).
Messrs Leibowitz and
for evaluating the
Khouir are responsible
performance of senior executives on an annual
basis
the Company’s
Performance Evaluation Procedures policy.
in accordance with
(b) During the financial year, the Board continually
monitored the performance review of the
Executive Director.
The Company did not
employ any other senior executives during the
course of the year.
17| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS COMPLY
(YES/NO)
EXPLANATION
Principle 2: Structure the Board to add value
Recommendation 2.1
The Board of a listed entity should:
YES
(a) have a nomination committee which:
(i)
(ii)
has at least three members, a
are
of
majority
independent Directors; and
whom
is chaired by an independent
Director,
and disclose:
(iii)
(iv)
(v)
the charter of the committee;
the members of the committee;
and
as at the end of each reporting
period, the number of times the
committee met throughout the
period
individual
attendances of the members at
those meetings; or
and
the
(b) if it does not have a nomination
committee, disclose that fact and the
processes it employs to address Board
succession issues and to ensure that
the Board has the appropriate balance
skills, knowledge, experience,
of
independence and diversity of the
entity to enable it to discharge its
duties and responsibilities effectively.
Recommendation 2.2
(a) Due to its size (4 members), the Board has
determined that the function of the Nomination
Committee is most efficiently carried out with
full board participation, with the exception of
Mr Fayad and subsequent to 30 June 2020, Mr
Neil Biddle and accordingly, the Company has
elected not to establish a separate Nomination
Committee at this stage. As a result, the duties
that would ordinarily be assigned to the
Nomination Committee under the Nomination
Committee Charter are carried out by the full
board. It is envisaged that Messrs Leibowitz and
Khouri will assume the role of the Nomination
Committee.
A copy of the Nomination Committee Charter is
available on the Company’s website.
(b) The Board devotes time at annual Board
meetings to discuss Board succession issues. All
members of the Board are involved in the
the
Company’s nomination process,
the
maximum
Corporations Act and ASX Listing Rules.
to
under
permitted
extent
A listed entity should have and disclose a
Board skill matrix setting out the mix of
skills and diversity that the Board currently
has or
its
membership.
looking to achieve
in
is
NO
The Board is comprised of directors with a broad
range of technical, commercial, financial and other
to
skills, experience and knowledge
overseeing the business of a junior exploration
company.
relevant
18| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Recommendation 2.3
A listed entity should disclose:
YES
(a) the names of the Directors considered
independent
by the Board to be
Directors;
(b) if a Director has an interest, position,
affiliation or relationship of the type
described in Box 2.3 but the Board is
of the opinion that
it does not
compromise the independence of the
Director, the nature of the interest,
position or relationship in question
and an explanation of why the Board
is of that opinion; and
(c) the length of service of each Director
Recommendation 2.4
A majority of the Board of a listed entity
should be independent Directors.
YES
Recommendation 2.5
The Chair of the Board of a listed entity
should be an independent Director and, in
particular, should not be the same person
as the CEO of the entity.
PARTIALLY
Mr A Leibowitz is the only independent director
of the Board. Mr Khouri is not considered to be
independent due to his substantial shareholding
in the Company. Messrs Biddle and Mr Fayad
are also not considered to be independent due
to their executive roles.
(a) The Board has determined the independence of
each of the Company’s Directors in line with the
guidance set out by the ASX’s Corporate
Governance Council and have not formed an
opinion contrary to those guidelines.
(b) The length of service of each Director is as
follows:
- Mr Khouri was appointed on 7 February
2011 and has served as a director for
approximately 9.5 years.
- Mr Fayad was appointed on 31 October
2014 and has served as a director for
almost 6 years;
- Messrs Biddle and Leibowitz were
appointed on 7 September 2020 and have
served as directors for less than a year.
The Board is comprised of four board members.
Two of the Directors are Executive and therefore not
independent. Messrs Leibowitz and Khouri are also
not considered to be independent due to the size of
their shareholding. The Board is cognisant of the
benefits of an independent Board and is confident
that it is able to effectively discharge its duties and
responsibilities with the existing structure in place.
The Company’s Chairman, Mr Tony Leibowitz, is a
substantial shareholder of the Company which
precludes him from qualifying as an independent
director under the guidelines prescribed by the ASX
Corporate Governance Council.
The Board considers Mr Tony Leibowitz to be the
most appropriate Director to act as Chairman. Mr
Khouri was the Charman of the Company during the
financial year ended 30 June 2020.
19| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
COMPLY
(YES/NO)
YES
PRINCIPLES AND RECOMMENDATIONS
Recommendation 2.6
and
A listed entity should have a program for
inducting
for
new Directors
periodically reviewing whether there is a
need for existing directors to undertake
professional development to maintain the
skills and knowledge needed to perform
their role as directors effectively.
Principle 3: Act ethically and responsibly
Recommendation 3.1
listed entity should articulate and
A
disclose its values.
YES
Recommendation 3.2
A listed company should:
YES
(a) have a disclose a code of conduct
senior
for
executives, and employees; and
directors,
its
(b) ensure
that
the board or
the board
is
any material
committee of
informed
of
breaches of that code; and
EXPLANATION
The Company has adopted a program for the
induction of new directors which is tailored to each
new Director depending on
their personal
requirements, background skills, qualifications and
experience and includes the provision of a formal
letter of appointment and an
induction pack
containing sufficient information to allow the new
Director to gain an understanding of the business of
the Company
and
the
responsibilities of Directors and the Executive Team.
roles, duties
and
All Directors are encouraged to undergo continual
professional development and, subject to prior
approval by the Chairman, all Directors have access
to
professional
resources
development training to address any skills gaps
numerous
and
The Company’s values are disclosed within
its
Corporate Governance Policies statement which can
be found here:https://greenvale-mining.com.au/wp-
content/uploads/GRV-Corporate-Governance-
Plans.pdf
(a) The Company has a Corporate Code of
its Directors,
Conduct that applies to
employees, and contractors.
(b) The Company’s Corporate Code of Conduct
is available on the Company’s website.
(c) As above.
(c) any other material breaches of
that code that call into question
the culture of the organisation.
Recommendation 3.3
A listed entity should:
(a) have and disclose a whistle-
blower policy; and
(b) ensure that the board or a
is
the board
any material
committee of
informed
of
incidents reported.
YES
The Company has disclosed its whistle-blower policy
within its Corporate Governance Policies statement
online (refer to section 5).
20| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
COMPLY
(YES/NO)
YES
PRINCIPLES AND RECOMMENDATIONS
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery
and corruption policy, and
(b) ensure that the board or a
committee of the board is
informed of any material breaches
of that policy.
Principle 4: Safeguarding integrity in financial reporting
Recommendation 4.1
The Board of a listed entity should:
NO
(a)
have an audit committee which:
(i)
(ii)
has at least three members,
all of whom are non-
executive Directors and a
majority
are
independent Directors; and
of whom
is chaired by an independent
Director, who is not the chair
of the Board,
and disclose:
(iii)
(iv)
(v)
charter
the
committee;
of
the
relevant qualifications
the
and
the
experience of
members of the committee;
and
in relation to each reporting
period, the number of times
met
committee
the
throughout the period and
the individual attendances of
the members
those
meetings; or
at
(b)
if
it
employs
it does not have an audit
committee, disclose that fact and the
processes
that
independently verify and safeguard
the integrity of its financial reporting,
including
the
the processes
appointment and removal of the
external auditor and the rotation of
the audit engagement partner.
for
EXPLANATION
The Company has disclosed its anti-bribery and
corruption policy within its Corporate Governance
Policies statement online (refer to section 10).
The Board has not established an audit committee as
it believes that, given the size of the board, no
efficiencies are derived from a formal committee
structure. Notwithstanding the non-existence of the
audit committee, ultimate responsibility for the
integrity of the Company’s financial reporting rests
with the full Board. All items that would normally be
dealt with by an audit committee are dealt with at
Board meetings. Such matters include:
(a) establishment and review of internal control
frameworks within the Company;
(b) review of the financial statements, annual
report and any other financial
information
distributed to shareholders or other external
stakeholders;
(c) review of audit reports and any correspondence
including comments on the
from auditors,
company’s internal controls;
(d) nomination of
the external auditor and
reviewing the adequacy of the scope and quality
of the annual audit and half year review; and
(e) monitoring compliance with the Corporations
Act, ASX Listing Rules and any other regulatory
requirements.
The full Board in its capacity as the Audit Committee
addressed these matters at meeting during the
reporting period. Details of the directors’ attendance
at the meetings are set out in the Directors ‘Report.
However, since 7 September 2020, the Board
comprises of two out of four non-executive persons,
it
is believed that an appropriate balance of
independence is in place for such a committee.
Details of each of the directors ‘qualifications are set
out in the Directors ‘Report.
21| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
COMPLY
(YES/NO)
YES
EXPLANATION
that
the declaration provided
Prior to the execution of the financial statements of
the Company, the Board was provided with written
in
assurances
accordance with section 295A of the Corporations
Act was founded on a sound system of risk
management and internal control which is operating
effectively in all material aspects in relation to the
Company’s financial reporting risks.
PRINCIPLES AND RECOMMENDATIONS
Recommendation 4.2
the
entity’s
approves
The Board of a listed entity should, before
it
financial
statements for a financial period, receive
from its CEO and CFO a declaration that, in
their opinion, the financial records of the
entity have been properly maintained and
that the financial statements comply with
the appropriate accounting standards and
give a true and fair view of the financial
position and performance of the entity and
that the opinion has been formed on the
basis of a
risk
management and internal control which is
operating effectively.
system of
sound
Recommendation 4.3
the
A listed entity should disclose its process to
integrity of any periodic
verify
corporate report it releases to the market
that is not audited or reviewed by an
external auditor.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a
its
written policy
continuous disclosure obligations under
listing rule 3.1.
for complying with
Recommendation 5.2
A listed entity should ensure that its board
receives copies of all material market
announcements promptly after they have
been made.
Recommendation 5.3
YES
YES
YES
YES
Each year, the Company’s external auditor attends
its AGM (in person or by telephone) and is available
to answer questions from security holders relevant
to the audit.
With respect to the 2018 AGM held on 23 November
2018, the Company’s auditor, attended the meeting
and made himself available for questions.
(a) The Company has adopted a Continuous
the
Disclosure Policy which details
processes and procedures which have been
adopted by the Company to ensure that it
complies with
its continuous disclosure
obligations as required under the ASX
Listing Rules and other relevant legislation.
(b) The Continuous Disclosure Policy
available on the Company’s website.
is
or
investor
listed entity that gives a new and
A
analyst
substantive
presentation should release a copy of the
presentation materials on the ASX Market
Announcements Platform ahead of the
presentation.
22| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information
about itself and its governance to investors
via its website.
Recommendation 6.2
A listed entity should have an investor
relations program that facilitates effective
two-way communication with investors.
YES
YES
Recommendation 6.3
it
listed entity should disclose how
A
facilitates and encourages participation at
meetings of security holders.
YES
information about the
Shareholders can access
Company and
its
its governance
Constitution and adopted governance policies) from
the Company’s website on
“Corporate
Governance” page.
(including
the
At each meeting, shareholders are invited by the
Chairman to ask questions of the Company’s
external auditor and the Board.
Shareholders are also given an opportunity to ask
questions on each resolution before it is put to the
meeting.
Any material presented to shareholders at the
meeting is released to the ASX immediately prior to
the commencement of the meeting for the benefit
of those shareholders who are unable to attend in
person. The Company also announces to the ASX
the outcome of each meeting immediately following
its conclusion.
Shareholders are encouraged to participate at all
GMs and AGMs of the Company by written
statement contained in every Notice of Meeting sent
to shareholders prior to each meeting.
The Company accommodates shareholders who are
unable to attend GM’s or AGM’s in person by
accepting votes by proxy.
Recommendation 6.4
A
listed entity should ensure that all
substantive resolutions at a meeting of
security holders are decided by a poll
rather than by a show of hands.
Recommendation 6.5
A listed entity should give security holders
the option to receive communications
from, and send communications to, the
registry
and
entity
electronically.
security
its
YES
YES
Generally, all resolutions being considered at the
Company’s general meetings are decided by a poll
rather than a show of hands. The general meeting
voting result is lodged with the ASX as soon as
practicable after such a meeting..
Shareholders have the option of electing to receive
all shareholder communications by e-mail and can
update their communication preferences with the
Company’s registrar at any time.
23| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:
YES
(a) have a committee or committees
to oversee risk, each of which:
(i)
(ii)
has at least three members,
a majority of whom are
independent Directors; and
is chaired by an independent
Director,
and disclose:
(iii)
(iv)
(v)
the charter of the
committee;
the members of the
committee; and
as at the end of each
reporting period, the
number of times the
committee met throughout
the period and the
individual attendances of
the members at those
meetings; or
(b) if it does not have a risk
committee or committees that
satisfy (a) above, disclose that
fact and the process it employs
for overseeing the entity’s risk
management framework.
(a) Due to its size (4 members), the Board has
determined that the function of the Audit
Committee is most efficiently carried out with
full board participation (excluding Mr Fayad)
and accordingly, the Company has elected not
to establish a separate Audit Committee at this
stage.
As a result, the duties that would ordinarily be
assigned to the Audit Committee under the
Audit Committee Charter are carried out by the
full board The qualification and experience of all
the members of each of the members is set out
in the Directors’ Report which is contained
within the Company’s annual report and also on
the Company’s website.
(b) Not applicable.
24| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Recommendation 7.2
The Board or a committee of the Board
should:
YES
(a) review the entity’s risk management
framework at least annually to satisfy
itself that it continues to be sound,
and that the entity is operating with
due regard to the risk appetite set by
the board; and
(b) disclose in relation to each reporting
period, whether such a review has
taken place.
(a) The Company monitors, evaluates and seeks to
improve
internal
its risk management and
control processes in line with the processes set
out
Internal
its Risk Management and
Compliance and Control Policy, which requires
the Board
the
consider
continually
Company’s risk management framework.
to
in
A copy of the Company’s Risk Management and
Internal Compliance and Control Policy
is
available on the Company’s website.
In addition, the Company has a number of other
policies that directly or
indirectly serve to
reduce and/or manage risk, including:
-
-
-
Continuous Disclosure Policy
Code of Conduct
Trading Policy
(b) During the last financial year, the Company
undertook a review of its risk management
framework, reviewing the Company’s exposure
to material risks at its regular board meetings.
The Board was satisfied that it continues to be
sound, and that the material business risks
remain within the risk appetite set by the Board.
Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how
the function is structured and what
role it performs; or
(b) if it does not have an internal audit
function, that fact and the processes it
employs for evaluating and continually
improving the effectiveness of
its
governance, risk management and
internal control processes.
Recommendation 7.4
any material
A listed entity should disclose whether it
has
to
environmental or social risks and, if it does,
how it manages or intends to manage
those risks.
exposure
YES
Given the size of the Company, the Board had
determined that a formal internal audit function is
not required at this stage.
The Board regularly considers its exposures to risk on
an informal basis and remains satisfied that the
Company’s existing processes and controls are
operating effectively.
YES
The Company is exposed to environmental, political
and social sensitivities around
the oil shale
extraction technologies.
Previously, a moratorium restricted the Company’s
ability to develop its oil shale tenements. Despite
the Company’s
having the moratorium
exposure to environmental and social sustainability
risks in this regard still remain.
lifted,
25| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:
YES
(a) have a remuneration committee
which:
(i)
(ii)
has at least three members,
a majority of whom are
independent Directors; and
is chaired by an independent
Director,
and disclose:
(iii)
(iv)
(v)
charter
the
committee;
the members
committee; and
of
the
of
the
the end of each
as at
reporting period, the number
of times the committee met
throughout the period and
the individual attendances of
those
the members
meetings; or
at
that
function of
(a) Due to its size (4 members), the Board has
determined
the
the
Remuneration Committee is most efficiently
full board participation,
carried out with
excluding Mr Fayad and Mr Biddle and
accordingly, the Company has elected not to
establish a separate Remuneration Committee
at this stage.
As a result, the duties that would ordinarily be
assigned to the Remuneration Committee under
the Remuneration Committee Charter are
carried out by the full board
The Remuneration Committee Charter
available on the Company’s website.
is
(b) The Board devotes time at annual Board
meetings to consider the performance and
remuneration of the Managing Director in line
with its Remuneration Policy to ensure that
is appropriate and not
such remuneration
excessive.
it employs
(b) if it does not have a remuneration
committee, disclose that fact and
for
the processes
setting the level and composition
of remuneration for Directors and
senior executives and ensuring
is
that
appropriate and not excessive.
remuneration
such
Recommendation 8.2
A listed entity should separately disclose its
policies and practices
the
remuneration of non-executive Directors
remuneration of executive
and
Directors and other senior executives.
regarding
the
YES
The Company’s policies and practices regarding the
remuneration of non-executive and executive
directors and other senior employees are set out in
its Remuneration Policy under the Remuneration
Committee Charter, a copy of which is available on
the Company’s website.
26| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
COMPLY
(YES/NO)
YES
PRINCIPLES AND RECOMMENDATIONS
Recommendation 8.3
A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether participants
are
into
transactions (whether through the
use of derivatives or otherwise) which
of
risk
economic
limit
participating in the scheme; and
permitted
enter
the
to
EXPLANATION
The full board is responsible for considering and
approving, on a case by case basis, whether scheme
participants
into
the use of
transactions
derivatives or otherwise) which limit the economic
risk
equity-based
remuneration schemes of the Company.
are permitted
(whether
of participating
through
enter
any
to
in
(b) disclose that policy or a summary of
it.
27| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
The Directors present this report together with the financial report of Greenvale Energy Limited (“Greenvale”
or “the Company”) and its consolidated entities (the “Group”) for the year ended 30 June 2020 and the
auditors’ report thereon.
DIRECTORS
The directors of the Company at any time during or since the end of the financial year are:
Tony Leibowitz (Chairman and Non-Executive Director) – appointed 7 September 2020
Neil Biddle (Executive Director) – appointed 7 September 2020
Elias Khouri (Non Executive Director)
Vincent John Fayad (Executive Director)
Justin Dibb (Non-Executive Director) - resigned 9 March 2020
Phillip Shamieh (Non-Executive Director) – resigned 9 March 2020
Stephen Gemell (Non-Executive Director) - resigned 7 September 2020
Julian Gosse (Non-Executive Director) – appointed 9 March 2020, resigned 1 September 2020
COMPANY SECRETARY
Mr Vincent John Fayad held the position of Company Secretary at the end of the financial year. He was
appointed as the Company Secretary on 6 March 2016.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the course of the year was mineral exploration activities in:
the review of suitable related technologies for its Alpha Resources oil shale and bitumen project
located in Queensland; and
the Georgina Basin iron oxide cooper gold (IOCG) in the Northern Territory.
Apart from the acquisition of the IOCG project, there were no significant changes to the Group’s principal
activities during the financial year, with the exception of the .
RESULT AND REVIEW OF OPERATIONS
The loss for the Group after income tax for the year amounted to $494,626 (2019: Loss of $423,929) and the
net assets of the Group at 30 June 2020 was $2,353,376 (2019: $2,334,200).
The loss for the year was impacted by legal costs associated with the proposed implementation of a corporate
structure in the Greenvale Gold Basin Project to achieve a direct ownership interest in the Project, which
would have resulted in an economic interest of approximately 25%.
DIVIDENDS
No dividends have been paid or declared since the end of the previous financial year to the date of this report.
EVENTS SUBSEQUENT TO REPORTING DATE
The following matters have occurred since the end of the financial year which will significantly affect the
operations of the Group, the results of those operations or the state of affairs of the Group in future financial
years:
28| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
completion of it non renounceable Entitlement Offer (“the Offer”), raising $2.143 million (before
costs). The purpose of the entitlement offer is to fund the Alpha Resources exploration program,
Georgina Basin and Gold Basin Project (now sold, but included in the Offer at the time) exploration
programs and working capital requirements. More information concerning the Offer can be found in
the Entitlement Offer dated 29 June 2020;
completed the sale of its economic interest of approximately 25% interest in the Arizona Gold Basin
Project in the United States. Consideration received for the Company’s interest has been determined
to be $1.630 million and is represented in the form $AUD1.0 million in cash plus 2.5 million common
shares valued at $630,000 per share (valued at the last trading price of $0.40, discounted by 40% for
lack of liquidity and marketability and converted from Canadian dollars into Australian per share at
the conversion rate of CAD = AUD 1.05) in Fiorentina Minerals Inc (CSE:FLO) – a company listed on
the Canadian Securities Exchange;
completion of a further placement of a Placement in two tranches: Tranche 1 – 34.8 million shares
raising $661,000 and Tranche 2 “Tranche 2” for a further 46.9 million raising $891,100 to
Sophisticated Investors;
entering into an agreement for the issue of a further 2.7 million shares, raising $450,000 by Neil
Biddle and Tony Leibowitz, subject to shareholder approval;
purchase the remaining 20% interest in Knox Resources Limited (Knox) for 2,368,421 Greenvale
ordinary shares at a price of $0.019 per share;
Messers Elias Khouri and Vincent Fayad were paid bonuses of $150,000 each or $300,000 in total in
the form of cash and shares in the Company, as ratified by shareholders; and
on 16th September 2020, the Norther Territory Department of Industry , Tourism and Trade advised
the Company of the intention to grant exploration licenses in relation to Knox Resources Limited’s
100% owned tenements in the Georgina Basin over the seven areas not subject to indigenous
freehold title. The grant will be subject to making a payment of $37,074.
Apart from the above, no other matter(s) or circumstances have arisen since the end of the financial year
which significantly affected or could significantly affect the operations of the Group, the results of those
operations or the state of affairs of the Group in future financial years.
DIRECTORS’ MEETINGS
During the financial year, four meetings of directors were held. Attendance by each director was as follows:
Director
Board Meetings
Meetings attended
Meetings held whilst
in office
Elias Khouri
Justin Dibb - resigned 9 March 2020
Phillip Shamieh – resigned 9 March 2020
Vincent John Fayad
Stephen Gemell - resigned 7 September 2020
Julian Gosse – appointed 9 March 2020,
resigned 1 September 2020
Tony Leibowitz – appointed 7 September
2020
Neil Biddle – appointed 7 September 2020
7
1
2
8
7
5
-
-
8
3
3
8
8
5
-
-
29| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
DIRECTORS’ INTERESTS
At 30 June 2020, the relevant interest of each director in the shares of the consolidated entity as notified by
the Directors to the Australian Securities Exchange in accordance with s.205G(1) of the Corporations Act at the
date of this report is as follows:
ORDINARY SHARES
FULLY PAID
OPTIONS
Elias Khouri
Justin Dibb - resigned 9 March 2020
Phillip Shamieh – resigned 9 March 2020
Vincent John Fayad
Stephen Gemell - resigned 7 September 2020
Julian Gosse – appointed 9 March 2020,
resigned 1 September 2020
Tony Leibowitz – appointed 7 September 2020
Neil Biddle – appointed 7 September 2020
21,419,388
9,242,180
9,242,180
1,156,057
-
6,337,822
14,800,000
26,804,975
-
-
-
-
-
-
-
-
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of
Greenvale support and have adhered to the principles of Corporate Governance. Greenvale’s corporate
governance statement is contained in the Corporate Governance section of the financial report.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than described elsewhere in this report, in the opinion of the directors, there were no significant
changes in the state of affairs of the consolidated entity that occurred during the financial year.
ENVIRONMENTAL REGULATIONS
The Group’s mineral exploration activities are subject to environmental regulations under Commonwealth and
State legislation. The Group is not aware of any activity that has taken place on the leases which would give
rise to any environmental issue. The consolidated group entity is not aware of any instances of non-
compliance with the legislative requirements during the period covered by this report.
OPTIONS
No options were issued during the financial year and there are no unissued ordinary shares of the Company
under option at the date.
FUTURE DEVELOPMENTS
Likely developments in the future of the operations of the Company and the Group in future years and the
expected results of those operations are referred to generally in the Chairman’s letter and the review of the
operations. There has been no exclusion of information which may be considered to be prejudicial to the
Company.
30| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
The Group has not agreed to indemnify any director, officer or auditor against liabilities that may arise from
their position as director, officer or auditor of the Company except as follows:
payment of premiums based on normal commercial terms and conditions to insure all Directors,
officers and employees of the Company against the cost and expenses in defending claims against the
individual while performing services for the Company; and
reasonable costs and expenses associated which is to with any reasonable claim whilst performing
their duties against each Director.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company
or any part of those proceedings.
The Group was not a party to any such proceedings during the year.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year
by the auditor are outlined in note 22 to the financial statements.
The directors are satisfied that the provision of non-audit services is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001. None of the services provided by the
auditors undermine the general principles relating to auditor independence as set out in APES 110 Code of
Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board,
including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity
for the company, acting as advocate for the company or jointly sharing risks economic risks and rewards. The
nature and scope of each type of non-audit service provide means that auditor independence has not been
compromised.
OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF RSM AUSTRALIA PARTNERS
There are no officers of the company who are former partners of RSM Australia Partners.
INFORMATION ON DIRECTORS & COMPANY SECRETARY
MR ANTHONY (TONY)
LEIBOWITZ
Chairman
(appointed 7 September 2020)
Qualifications
Chartered Accountant (FCA).
Experience
Mr Leibowitz has over 30 years of corporate finance, investment banking
and broad commercial experience and has a proven track record of
providing the necessary skills and guidance to assist companies grow and
generate sustained shareholder value. Previous roles include Chandler
Macleod Limited and Pilbara Minerals Limited, where as Chairman and
an early investor in both companies, he was responsible for substantial
31| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
increases in shareholder value and returns. Mr Leibowitz was a global
partner at PriceWaterhouseCoopers and is a Fellow of the Institute of
Chartered Accountants in Australia.
Other directorships
Bardoc Gold Limited, Ensurance Limited and Trek Metals Limited.
MR NEIL BIDDLE
Executive Director
(appointed 7 September 2020)
Qualifications
B.AppSc (Geology), MAusIMM
Experience
Mr Biddle is a geologist and Corporate Member of the Australian
Institute of Mining and Metallurgy and has over 30 years’ professional
and management experience in the exploration and mining industry.
Mr Biddle was a founding Director of Pilbara Minerals Limited, serving as
Executive Director from May 2013 to August 2016, serving as Non-
Executive Director from August 2016 to 26 July 2017. Through his career,
Mr Biddle has served on the Board of several ASX listed companies,
including Managing Director of TNG Ltd from 1998-2007, Border Gold NL
from 1994-1998 and Consolidated Victorian Mines from 1991-1994
Other directorships
Non Executive Director of Bardoc Gold Limited and Trek Metals Limited.
MR ELIAS (LEO) KHOURI
Non-Executive Director
Qualifications:
None.
Experience and expertise
Mr Khouri has been involved in international financial equity markets
since 1987 through his involvement in a wide range of companies listed
on the ASX, AIM, TSX, NYSE, NASDAQ, and/or the Frankfurt Stock
Exchange.
Through Mr Khouri’s extensive experience in the equity markets he has
developed expertise in the corporate finance, advisory, capital raisings,
joint venture and farm-in negotiations for both listed and unlisted
companies.
Mr Khouri has provided advisory services to a number of companies
across a breadth of industries ranging from bio-technology, funds
management, telecommunications, media and entertainment, and the
mining industry.
Other directorships
Mr Khouri has not held any other directorships with listed companies
over the last three years.
32| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
MR VINCENT J FAYAD
Executive Director & Company
Secretary
Qualifications
Bachelor of Business, with Credit and Chartered Accountant.
Experience
Mr Fayad is the sole Director and a beneficial owner of Vince Fayad &
Associates Pty Ltd and has had approximately 35 years of experience in
corporate finance, accounting and other advisory related services.
Mr Fayad is also a registered company auditor and tax agent. Over the
last 20 years, Mr Fayad has spent a significant amount of time advising
on various transactions that are related to the mining industry.
Mr Fayad was appointed as Company Secretary on the 3 March 2016.
Mr Fayad also previously served as the Managing Director of the
Company for the period 31 December 2008 to 6 November 2009.
Other directorships
Director and Company Secretary of Astro Resources NL.
MR JUSTIN DIBB
Non-Executive Director
(ceased 9 March 2020)
Qualifications:
None.
Experience
Mr. Justin Dibb Studied Law, Banking and Finance in Queensland
Australia, following which Mr Dibb was employed by HSBC (HABA:LON)
in an advisory capacity , Mr Dibb has significant experience in the mining
and petroleum sectors and an in-depth understanding of corporate
governance, regulatory and compliance matters , Mr Dibb has a strong
record in management, transaction structuring and management of
transaction processes.
In 2011, Mr Dibb was a founding director and is the Chief Executive
Officer of Allied Resources Limited, a diversified resources company
focused on acquiring exploration and development assets in Africa.
Allied Resources holds assets in Tanzania and Ethiopia and is focused on
the development of large scale commercial gold and copper mining
operations, Mr Dibb manages a team of technical and operational
professional.
Mr Dibb was also the founding director and shareholder of Incipient
Holdings Limited, a boutique merchant banking firm with investments
spanning technology, telecommunications, financial services, mining and
petroleum across Africa, Asia and Australia. Mr Dibb has raised and
advised on over $1.6 billion worth of equity, debt and convertible
transactions in his career.
Other directorships
None.
33| G R V – A n n u a l R e p o r t 2 0 2 0
MR PHILLIP SHAMIEH
Non-Executive Director
(ceased 9 March 2020)
Qualifications
Experience
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
Bachelors of Commerce Degree and a Postgraduate Degree in Applied
Finance and Investments from the Securities Institute of Australia.
Mr Shamieh holds an international mining and resources executive with
extensive experience in research, Operations, financial management and
reporting, business development and strategy, merger and acquisitions.
in Tanzania and Ethiopia and
Mr Shamieh has been the Founding Director and Chief Financial Officer
of Allied Resources Limited since 2011, a diversified mining company
is focused on
that holds assets
development of large scale commercial gold and copper projects. He
was previously the Managing Director and Head of Natural Resources for
Clarksons Investment Services, a subsidiary of the world’s largest
integrated supplier of shipping services, Clarksons plc.
Mr Shamieh was also the founding director and shareholder of Incipient
Holdings Limited a boutique merchant banking firm with investments
spanning technology, telecommunications, financial services, mining and
petroleum across Africa, Asia and Australia. Mr Shamieh is regarded for
his capital markets and supply chain expertise has an
in-depth
understanding of corporate finance and strategy. He has raised and
advised on over $2billion worth of equity, debt and convertible
transactions in his career.
Other directorships
None.
MR STEPHEN GEMELL
(appointed 9 March 2020),
(ceased 7 September 2020)
Qualifications
Experience
Fellow of the AusIMM, a Chartered Professional (Mining), a member of
the VALMIN Committee and VALMIN’s representative on, and Chairman
of, the IMVAL (International Mining Valuation) Committee. He is also a
Member of the American
Institute of Mining, Metallurgical and
Petroleum Engineers.
40 years’ mining experience in Africa, North and South America,
Australasia, Asia and Europe, specialising
in mineral property
assessment.
Other roles included:
Mine Manager at Copeton, Wolfram Camp, and Dreadnought.
Adviser to Anvil Mining Ltd during development of 3 mines in
Inaugural Managing Director, Matlock Mining NL.
Technical Director, Zimplats Ltd.
DRC.
Other directorships
Non-executive director of Astro Resources NL.
34| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
MR JULIAN GOSSE
Non-Executive Director
(appointed 9 March 2020),
(ceased 1 September 2020)
Qualifications
None.
Experience
Mr Gosse has extensive experience in banking and broking both in
Australia and overseas having worked in London for Rowe and Pitman, in
the United States for Janney Montgomery and Scott and in Canada for
Wood Gundy. He has been involved in the establishment, operation and
ownership of several small businesses.
Other directorships
Clime Capital Ltd., Australian Leaders Fund Ltd. and WAM Research Ltd.
REMUNERATION REPORT (AUDITED)
This report details the nature and amount of remuneration for each key management person of the
consolidated entity. Key management personnel have authority and responsibility for planning, directing and
controlling the activities of the consolidated entity. Key management personnel comprise the Directors of the
Company and Secretary of the Company. The Company does not have any other specified executives.
Compensation levels for key management personnel and secretaries of the Company are competitively set to
attract and retain appropriately qualified and experienced directors and executives. The full Board in its
capacity as the Remuneration Committee obtains advice on the appropriateness of compensation packages of
the Company given trends in comparative companies both locally and internationally.
The remuneration policy of the Company has been designed to remunerate the directors and key management
personnel based upon their skills and contributions to the Company. The Board’s policy for determining the
nature and amount of remuneration for key management personnel of the Company is encapsulated in the
Remuneration Committee Charter.
Executive directors may be remunerated with equity incentives along with base cash payments and the
opportunity to earn a bonus payment in suitable circumstances.
Whilst Non-Executive Directors do not commonly receive performance related compensation, given the size
and nature of the Company and the involvement of the Non-Executive Directors in certain circumstances
performance related remuneration may be deemed appropriate. Directors’ fees cover all main Board activities
and membership of committees.
The relationship between remuneration and performance has been designed to ensure the Company is
appropriately resourced to meet its strategic goals within the context of the availability of capital. In
accordance with this strategy a number of key management personnel have agreed to receive remuneration
by way of equity.
Key management personnel have no entitlement to termination payments in the event of removal for
misconduct.
35| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
Voting and comments made at the company’s 2019 Annual General Meeting (AGM)
At the 2019 AGM, 96% of the eligible votes received supported the adoption of the remuneration report for
the year ended 30 June 2020. The company did not receive any specific feedback at the AGM regarding its
remuneration practices.
Key Management
Personnel
Mr Elias Khouri
Mr Vincent Fayad2
Position Held as at 30
June 2020
Non-Executive Chairman
Executive Director &
Company Secretary
Contract
Details1
-
Contract is ongoing.
Contract may be
terminated at any time
during the year by
giving notice.
Mr Stephen Gemell3
Mr Julian Gosse4
Non-Executive Director
Non-Executive Director
-
-
Remuneration
Incentives
$54,000 per annum.
$12,000 per annum for
directorship duties plus
$82,500 per annum for
the company secretarial
and accounting services
of company secretary.
$36,000 per annum.
$36,000 per annum.
n/a
n/a
n/a
n/a
Notes
1. Non-executive directors were appointed by a letter of appointment. Directors can retire in writing as set out in
the Constitution.
2. Mr Fayad is a Director and shareholder of Vince Fayad and Associates Pty Ltd (VFA). VFA provides the provision
of accounting, taxation, secretarial and registered office services.
3. Mr Gemell ceased directorship of the Company on 7 September 2019.
4. Mr Gosse was appointed directorship of the Company on 9 March 2020 and ceased directorship on 1 September
2020.
Performance Rights Plan
No Performance Rights were issued or vested during the year ending 30 June 2020 (2019: Nil).
Details of Key Management Remuneration
The following tables provide detail of all the directors and key management personnel of the consolidated
entity and the nature and amount of the elements of their remuneration:
2020
Short-term Employee Benefits
Post-
employment
Benefits
Cash,
salary,
Directors
Fees
Cash
profit
share,
bonuses
Non-cash
benefits
Allow-
ances
Super-
annuation
Other
Long-
term
benefits
Termination
Benefits
Share
Based
Payments
Mr E Khouri
Mr J Dibb1
Mr P Shamieh2
Mr Fayad3
Mr Gemell4
Mr Gosse5
$
54,000
24,774
24,774
94,500
36,000
11,170
245,218
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
Total
$
54,000
24,774
24,774
94,500
36,000
11,170
245,218
36| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
2019
Short-term Employee Benefits
Post-
employment
Benefits
Cash,
salary,
Directors
Fees
Cash
profit
share,
bonuses
Non-cash
benefits
Allow-
ances
Super-
annuation
Other
Long-
term
benefits
Termination
Benefits
Share
Based
Payments
Mr E Khouri
Mr J Dibb1
Mr P Shamieh2
Mr Fayad3
Mr Gemell4
Mr Povey6
$
54,000
36,000
36,000
102,750
3,000
4,700
236,450
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
Total
$
54,000
36,000
36,000
102,750
3,000
4,700
236,450
[1] Mr Dibb ceased directorship of the Company on 9 March 2020.
[2] Mr Shamieh ceased directorship of the Company on 9 March 2020.
[3] Mr Fayad is a Director and beneficial owner of VFA. VFA provides the provision of accounting, taxation, secretarial and
registered office services to the Company.
[4] Mr Gemell ceased directorship of the Company on 7 September 2020.
[5] Mr Gosse was appointment directorship of the Company on 9 March 2020 and ceased directorship on 1 September
2020.
[6] Mr Povey ceased directorship of the Company on 6 August 2018.
The following tables provide detail of the shareholdings, options and performance rights held by directors and
key management personnel of the consolidated entity:
30 June 2020
Number of Fully Paid Ordinary Shares Held by Key Management Personnel:
Key Management
Person
Balance
1.7.2019
Received as
Compensation
Options
Exercised
Net Change
Other
Mr Khouri
Mr Dibb
Mr Shamieh
Mr Fayad
Mr Gemell
Mr Gosse
20,601,994
9,242,180
9,242,180
1,156,057
-
-
40,242,411
-
-
-
-
-
-
-
-
-
-
-
-
-
-
817,394
-
-
-
-
-
817,394
Balance on
Appointment/
Resignation
Balance
30.6.2020
-
(9,242,180)
(9,242,180)
-
-
6,337,882
(12,146,478)
21,419,388
-
-
1,156,057
-
6,337,882
28,913,327
30 June 2020
Number of Options Held by Key Management Personnel
Key
Management
Person
Mr Khouri
Mr Dibb
Mr Shamieh
Mr Fayad
Mr Gemell
Mr Gosse
Balance
1.7.2019
Granted as
Compensa-
tion
Options
Exercised
Net Change
Other(i)
Balance on
Resignation/
appointment
Balance
30.6.2020
Total Lapsed
30.6.2020
Total
Exercisable
30.6.2020
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
37| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
DIRECTORS’ REPORT
AUDITOR INDEPENDENCE
The lead auditor’s independence declaration has been received and forms part of the directors’ report for the
financial year ended 30 June 2020.
Signed in accordance with a resolution of the directors, pursuant to section 298(2)(a) of the Corporations Act
2001.
Vincent Fayad
Director
Dated 25th September 2020
Independence
38| G R V – A n n u a l R e p o r t 2 0 2 0
RSM Australia Partners
Level 13, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 (0) 2 8226 4500
F +61 (0) 2 8226 4501
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Greenvale Mining Limited and its controlled entities for the
year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been no
contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
C J Hume
Partner
Sydney, NSW
Dated: 25 September 2020
39 | G R V – A n n u a l R e p o r t 2 0 2 0
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CONSOLIDATED STATEMEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2020
Income
Note
Consolidated
2020
$
Consolidated
2019
$
Administrative expenses
RESULTS FROM CONTINUING
OPERATIONS
Financial income
Other income
NET FINANCIAL INCOME
Exploration and impairment charges
LOSS BEFORE INCOME TAX FROM
CONTINUING OPERATIONS
Income tax benefit
LOSS AFTER INCOME TAX FOR THE
YEAR
3
2
2
4
5
(490,806)
(387,425)
(490,806)
(387,425)
36
-
36
11,414
5,466
16,880
(3,856)
(53,384)
(494,626)
(423,929)
-
-
(494,626)
(423,929)
COMPREHENSIVE LOSS FOR THE YEAR
(494,626)
(423,929)
Loss for the year is attributable to:
Owners of Greenvale Energy Limited
Non controlling interest
Earnings per share for profit from
continuing operations attributable to the
owners of Greenvale Energy Limited:
Basic loss per share (cents)
Diluted loss per share (cents)
(494,626)
-
(494,626)
(423,929)
-
(423,929)
7
7
(0.51)
(0.51)
(0.45)
(0.45)
This consolidated statement is to be read in conjunction with the notes to the financial statements.
40| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CONSOLIDATED STATEMEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
Financial
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other asset
Advance on interest in mining claim
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Exploration and evaluation
Plant and equipment
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Outside equity interests
Accumulated losses
TOTAL EQUITY
Note
Consolidated
2020
$
Consolidated
2019
$
17(b)
8
9
10
10
11
12
14
89,636
132,741
32,475
1,175,018
1,429,870
1,526,878
660
1,527,538
2,957,408
604,032
604,032
604,032
358,417
15,833
24,317
1,094,355
1,492,922
1,023,954
-
1,023,954
2,516,876
182,676
182,676
182,676
2,353,376
2,334,200
13,289,480
-
587,543
(11,523,647)
12,746,247
23,945
549,790
(10,985,782)
2,353,376
2,334,200
This consolidated statement is to be read in conjunction with the notes to the financial statements.
41| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2020
Equity
Balance as at 1 July 2018
Minority interest – Greenvale
Gold Basin Pty Ltd
Net loss for the year
Balance as at 30 June 2019
Loss after income tax expense
for the year
Total comprehensive income
for the year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs
Options Reserve written off
Minority interest – Knox
Resources Limited
Minority Interest share of loss
Balance as at 30 June 2020
Issued
Capital
$
Options
Reserve
$
Outside
equity
interests
$
Accumulated
Losses
$
Total
Equity
$
12,746,247
23,945
-
(10,561,853)
2,208,339
-
-
12,746,247
-
-
23,945
549,790
-
549,790
-
(423,929)
(10,985,782)
549,790
(423,929)
2,334,200
(494,626)
(494,626)
(494,626)
(494,626)
-
-
(23,945)
-
-
-
519,288
23,945
-
-
13,289,480
-
-
-
(5,486)
43,239
587,543
-
(43,239)
(11,523,647)
-
-
519,288
-
(5,486)
-
2,353,376
This consolidated statement is to be read in conjunction with the notes to the financial statements
42| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020
Note
17(a)
(305,894)
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received
Other revenue
Payments to suppliers and employees
NET CASH USED IN OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration expenditure
Acquisition of bank account (Knox
Resources Limited)
Payments to acquire investments
Proceeds from tenement relinquishment
(EPM 25792 and EPM 25795)
NET CASH PROVIDED BY /(USED IN)
INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVIES
Proceeds from capital raising (net of costs)
NET CASH (USED)/PROVIDED FROM
FINANCING ACTIVITIES
Net (decrease)/increase in cash held
Cash at the beginning of the financial year
CASH AT THE END OF THE FINANCIAL YEAR
17(b)
Consolidated
2020
$
36
-
(305,930)
(148,273)
13,335
-
-
(134,938)
172,051
172,051
(268,781)
358,417
89,636
Consolidated
2019
$
11,191
5,466
(243,438)
(226,781)
(237,220)
-
(544,566)
5,000
(776,786)
-
-
(1,003,567)
1,361,984
358,417
This consolidated statement is to be read in conjunction with the notes to the financial statements
43| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
This financial report for the year ended 30 June 2020 of consists of Greenvale Mining Limited (the Company)
(formerly Greenvale Energy Limited) and its controlled subsidiaries (the Group or Consolidated Entity).
Greenvale is a company limited by shares incorporated and domiciled in Australia whose shares are publicly
traded on the Australian Securities Exchange.
The financial statements were authorised for issue on 25 September 2020 by the directors of the Company.
A. BASIS OF PREPARATION
The financial report is a general-purpose financial report which has been prepared in accordance with
Australian Accounting Standards, Australian Accounting Interpretations, 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.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a
financial report containing relevant and reliable information about transactions, events and conditions.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply
with International Financial Reporting Standards.
The financial report has been prepared on an accrual basis and is based on historical costs, modified, where
applicable, by the measurement at fair value of selected non-current assets, financial assets and financial
liabilities. Material accounting policies adopted in preparation of this financial report are presented below and
have been consistently applied unless otherwise stated.
The financial statements are presented in Australian dollars which is the Company’s functional and
presentation currency.
B. GOING CONCERN
The financial statements have been prepared on the going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and discharge of liabilities in the normal course of
business.
The Directors believe that it is reasonably foreseeable that the consolidated entity will continue as a going
concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report
after consideration of the following factors:
as set out in note 26, the Company has since balance date completed a non-renounceable entitlement
offer (“the Offer”), raising $2.143 million (before costs);
sold its economic interest of approximately 25% interest in the Arizona Gold Basin Project in the United
States. Consideration received for the Company’s interest has been received on 4 September 2020 for
$AUD1.0 million in cash plus 2.5 million common shares in Fiorentina Minerals Inc (CSE:FLO) – a
company listed on the Canadian Securities Exchange;
completed a placement to Sophisticated Investors for $660,000 (Tranche 1) and with further
commitments subject to shareholder approval of $741,000 from those investors (Tranche 2) and a
potential placement of $450,000 also subject to shareholder approval by Messrs Leibowitz and buddle;
and
the ability to reduce discretionary spending, including exploration activities.
44| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
C. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by the
Company at the end of the reporting period. A controlled entity is any entity over which the Company has the
ability and right to govern the financial and operating policies so as to obtain benefits from the entity’s
activities.
In preparing the consolidated financial statements, all inter-group balances and transactions between entities
in the consolidated group have been eliminated in full on consolidation.
Where controlled entities have entered or left the consolidated entity during the year, the financial
performance of those entities is included only for the period of the year that they were controlled.
D.
INCOME TAX
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss
except to the extent that it relates to items recognised directory in equity, in which case it is recognised in
equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date. Current tax liabilities / (assets) are therefore measured at the
amounts expected to be paid to / (recovered from) the relevant taxation authority. Deferred tax expense
reflects movements in deferred tax asset and liability balances during the year as well as unused tax losses.
Current and deferred income tax expense is charged or credited to equity instead of the profit or loss when
the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also
result where amounts have been fully expensed but future tax deductions are available. No deferred income
tax will be recognised from the initial recognition of an asset or liability, excluding a business combination,
where there is no effect on accounting or taxable profit or loss.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when
they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Their
measurement also reflects the manner in which management expects to recover or settle the carrying amount
or the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent
that it is probable that future taxable profit will be available, against which the benefits of the deferred tax
asset can be utilised.
E. EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation costs are capitalised as exploration and evaluation assets on a project by project
basis pending determination of the technical feasibility and commercial viability of the project. The capitalised
costs are presented as both tangible or intangible exploration and evaluation assets according to the nature of
the assets acquired. When a licence is relinquished or a project abandoned, the related costs are recognised in
the statement of comprehensive income immediately.
Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine
technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount
45| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets
are allocated to cash-generating units consistent with the determination of reportable segments.
Upon determination of proven reserves, intangible exploration and evaluation assets attributable to those
reserves are first tested for impairment and then reclassified from exploration and evaluation assets to a
separate category within tangible assets.
Amortisation is not charged on exploration and evaluation assets until they are available for use.
Pre-licence costs are recognised in the statement of comprehensive income as incurred. Expenditure deemed
unsuccessful is recognised in the statement of comprehensive income immediately.
F. FINANCIAL INSTRUMENTS
i.
Classification
From 1 January 2018, the Company classifies its financial assets in the following measurement categories:
those to be measured subsequently at fair value (either through outside controlled interests (OCI) or
through profit or loss), and
those to be measured at amortised cost.
The classification depends on the Company’s business model for managing the financial assets and the
contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For
investments in equity instruments that are not held for trading, this will depend on whether the Company has
made an irrevocable election at the time of initial recognition to account for the equity investment at fair value
through other comprehensive income (FVOCI).
The Company reclassifies debt investments when and only when its business model for managing those assets
changes.
ii.
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the
Company commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive
cash flows from the financial assets have expired or have been transferred and the Company has transferred
substantially all the risks and rewards of ownership.
iii. Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or
loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their
cash flows are solely payment of principal and interest.
iv.
Impairment
From 1 January 2018, the Company assesses on a forward-looking basis the expected credit losses associated
with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends
on whether there has been a significant increase in credit risk.
46| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
G. CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash balances and call deposits.
H. SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares
and share options are recognised as a deduction from equity, net of any related income tax benefit.
I. REVENUE AND OTHER INCOME
Financial income comprises interest income. Interest income is recognised in the statement of comprehensive
income as it accrues, using the effective interest rate method.
J. CURRENT & NON CURRENT CLASSIFICATION
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12
months after the reporting period; or the asset is cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are
classified as non-current.
A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there
is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting
period. All other liabilities are classified as non-current.
K.
IMPAIRMENT
The carrying amount of non-financial assets other than exploration and evaluation assets are reviewed each
reporting date whether there is any indication of impairment. If any such indications exist, the assets
recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds
its recoverable amount. Impairment losses are recognised in the statement of comprehensive income.
Calculation of recoverable amount
The recoverable amount of receivables is calculated as the present value of estimated future cash flows,
discounted at the original effective interest rate.
The recoverable amount of other assets is the greater of their net selling price and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discounted
rate that reflects current market assessment of the time value and the risks specific to the asset.
Available-for-sale financial assets
Where a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity
and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised
directly in equity is recognised in profit or loss even though the financial asset has not been derecognised. The
amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost
and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss.
47| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
L. GOODS AND SERVICES TAX (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part
of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable
from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.
M. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the
profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of any dilutive potential ordinary shares, which comprise convertible notes and
share options granted.
N. TRADE AND OTHER RECEIVABLES
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less
provision for impairment. Trade receivables are due for settlement within 30 days from the date of
recognition. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be
uncollectible are written off.
O. TRADE AND OTHER PAYABLES
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and
services provided by the Group prior to the end of the financial year that are unpaid and arise when the Group
becomes obligated to make future payments in respect of the purchase of these goods and services. The
amounts are unsecured and are usually paid within 30 days of recognition.
P. COMPARATIVE FIGURES
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
Q. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS
During the current year, the Group adopted all of the new and revised Australian Accounting Standards and
Interpretations applicable to its operations which became mandatory.
R. NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not
yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended
30 June 2020. The consolidated entity's assessment of the impact of these new or amended Accounting
Standards and Interpretations, most relevant to the consolidated entity, are set out below.
Conceptual Framework for Financial Reporting (Conceptual Framework)
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January
2020 and early adoption is permitted. The Conceptual Framework contains new definition and recognition
criteria as well as new guidance on measurement that affects several Accounting Standards. Where the
consolidated entity has relied on the existing framework in determining its accounting policies for transactions,
events or conditions that are not otherwise dealt with under the Australian Accounting Standards, the
consolidated entity may need to review such policies under the revised framework. At this time, the
48| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
application of the Conceptual Framework is not expected to have a material impact on the consolidated
entity's financial statements.
1. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually evaluates
its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and assumptions on historical experience and on other various
factors, including expectations of future events, management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual
results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next
financial year are discussed below.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three
level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement,
being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly; and
Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine
what is significant to fair value and therefore which category the asset or liability is placed in can be
subjective. The fair value of assets and liabilities classified as level 3 is determined by the use of valuation
models. These include discounted cash flow analysis or the use of observable inputs that require
significant adjustments based on unobservable inputs.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation
charges for its property, plant and equipment and finite life intangible assets. The useful lives could change
significantly as a result of technical innovations or some other event. The depreciation and amortisation
charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or
non-strategic assets that have been abandoned or sold will be written off or written down.
Income tax
The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant
judgement is required in determining the provision for income tax. There are many transactions and
calculations undertaken during the ordinary course of business for which the ultimate tax determination is
uncertain. The consolidated entity recognises liabilities for anticipated tax audit issues based on the
consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters is
different from the carrying amounts, such differences will impact the current and deferred tax provisions in
the period in which such determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity
considers it is probable that future taxable amounts will be available to utilise those temporary differences and
losses.
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate
impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in
49| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
accordance with the accounting policy stated in note 1. The recoverable amounts of cash-generating units
have been determined based on value-in-use calculations. These calculations require the use of assumptions,
including estimated discount rates based on the current cost of capital and growth rates of the estimated
future cash flows. Impairment of non-financial assets other than goodwill and other indefinite life intangible
assets. The consolidated entity assesses impairment of non-financial assets other than goodwill and other
indefinite life intangible assets at each reporting date by evaluating conditions specific to the consolidated
entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable
amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations,
which incorporate a number of key estimates and assumptions.
Business combinations
As discussed in note 1, business combinations are initially accounted for on a provisional basis. The fair value
of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the consolidated
entity taking into consideration all available information at the reporting date. Fair value adjustments on the
finalisation of the business combination accounting is retrospective, where applicable, to the period the
combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation
reported.
2. FINANCIAL AND OTHER INCOME
Interest
TOTAL FINANCIAL INCOME
Other income (a)
TOTAL OTHER INCOME
2020
$
36
36
-
-
2019
$
11,414
11,414
5,466
5,466
(a) Other income relates to refunds paid on the relinquishment of tenement bonds for EPM 25792 and 25795.
3. ADMINISTRATIVE EXPENSES
Wages and salaries
Consultants fees
Compliance and legal fees
Administrative expenses
TOTAL ADMINISTRATIVE EXPENSES
4.
IMPAIRMENT AND EXPLORATION CHARGES
Impairment charges (a)
Exploration costs
TOTAL IMPAIRMENT and EXPLORATION
CHARGES
2020
$
162,718
137,744
44,790
145,554
490,806
2020
$
-
3,856
3,856
2019
$
145,700
85,802
32,663
123,260
387,425
2019
$
53,384
-
53,384
(a) Such amounts relate to the impairment of tenements EPM 25972 and 25975, which were surrendered in
October 2018.
50| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5.
INCOME TAX BENEFIT
(a) Tax benefit
Current tax benefit
Deferred tax benefit
Income tax benefit
(b) (Loss) before tax
Income tax using corporate rate of 27.5%
(2019: 27.5%)
Increase in income tax expense due to:
Tax losses not brought to the account
INCOME TAX BENEFIT
6. DEFERRED TAX ASSETS
Deferred tax assets – not recognised
Deferred tax assets arising from tax losses
calculated at 27.5% (2019: 27.5%):
Tax losses
Capital losses
2020
$
-
-
-
2019
$
-
-
-
(494,626)
(423,929)
(136,023)
(116,580)
136,023
-
116,580
-
2020
$
2019
$
3,241,345
474,309
3,715,654
3,105,342
474,309
3,579,651
7. LOSS PER SHARE
The calculation of basic loss and diluted earnings per share at 30 June 2020 was based on the loss attributable
to ordinary shareholders of $494,626 (2019: $423,929) and the weighted average number of ordinary shares
outstanding during the financial year ended 30 June 2020 of 97,744,333 (2019: 93,355,357), calculated as
follows:
Basic and diluted loss per share
Weighted average number of ordinary shares used in
calculating basic EPS:
Fully paid ordinary shares
2020
Cents
(0.51)
2019
Cents
(0.45)
2020
No of shares
2019
No of shares
97,744,333
93,355,357
51| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. TRADE AND OTHER RECEIVABLES
Current
(no
debtors
provision
Sundry
impairment required) see note (a) below
Prepaid share issue costs (see note (b)
below)
for
2020
$
31,683
101,058
132,741
2019
$
15,833
-
15,833
(a) Included in sundry debtors are Goods and Services Tax (GST) credits owed and security deposits.
(b) Such amounts relate to services rendered in relation to the Company’s non-renounceable Entitlement
Offer completed in August 2020.
9. OTHER ASSET
Current
Prepayments
10. EXPLORATION AND EVALUATION EXPENDITURE
Note
Current
Right to receive an interest in the Gold
Basin project
2020
$
32,475
32,475
2020
$
2019
$
24,317
24,317
2019
$
1,175,018
1,094,355
As at 30 June 2020, the Company’s wholly owned subsidiary, Greenvale Gold Pty Ltd, owned 50.01% of the
shares in a company known as Greenvale Gold Basin Pty Ltd (GGB). GGB in turn had a right to earn a 50.01%
interest in an Arizona Gold Project known as Gold Basin. Under the terms of the Farm-in agreement, upon
delivery of a maiden JORC Resource, which was funded and managed by GGB. Should a maiden resource be
achieved, GGB would be entitled to a 50.01% ownership in the Gold Basin Project. In addition, GGB and the
owner of the Gold Basin Project (Aurum Exploration Inc – “Aurum”) needed to agree a corporate structure.
On 22 October 2019, the maiden resource was achieved and the Company approached the owner of the
Gold Basin Project for the purposes of implementing a corporate structure which would reflect its interest in
the project.
At 30 June 2020 the Company had not agreed to a corporate structure with Aurum and as a result the “right
to earn a 50.01%” interest in the Gold Basin project by GGBB remained in place.
Since balance date, the Company and the owner entered into negotiations and a sale concluded on 4
September 2020.
52| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. EXPLORATION AND EVALUATION EXPENDITURE (CONTINUED)
Non-Current
Exploration and evaluation phase costs
carried forward at cost:
(a) Movements in carrying amounts
Carrying amount at beginning of year
Acquisition of Knox Resources Limited
project
Exploration costs capitalised
Exploration costs impaired
Carrying amount at end of year
4
1,526,878
1,023,954
1,023,954
400,903
102,021
-
1,526,878
927,682
-
149,656
(53,384)
1,023,954
The expenditure above relates principally to the exploration and evaluation phase. The ultimate recoupment
of this expenditure is dependent upon the successful development and commercial exploitation, or
alternatively, sale of the respective areas of interest, at amounts at least equal to book value.
Acquisition of Knox Resources Limited
This relates to the 80% investment made in Knox Resources Limited, owns an Iron Oxide Copper-Gold
exploration licences in the Georgina Basin (Northern Territory – Australia).
Exploration and evaluation phase costs
Exploration expenditure carried forward as at 30 June 2020 and 2019 includes interest of 99.99 % in the Alpha
(MDL 330).
11. TRADE AND OTHER CREDITORS
Current
Trade creditors and accruals (note (a))
2020
$
604,032
604,032
2019
$
182,676
182,676
(a) Included in trade and other creditors are accrued directors’ and related party fees of $335,635, other
accruals (primarily for auditors fees) of $40,500 and third party trade creditors of $227,897.
12. ISSUED CAPITAL
Issued capital movement
Balance at beginning of year
Transfer from Reserves
Share placement March 2020 (less costs)
Share placement – June 2020 (less costs)
Knox Resources – June 2020 (less costs)
As at 30 June 2020
Number of
shares
93,355,356
-
12,857,144
1,008,012
9,473,684
116,694,196
2020
$
12,746,247
23,945
162,554
13,047
343,687
13,289,480
2019
$
12,746,247
-
-
-
-
12,746,247
53| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
a) Ordinary shares fully paid
Ordinary shares participate in dividends and are entitled to one vote per share at shareholders meetings. In the
event of winding up the Company, ordinary shareholders rank after creditors and are entitled to any proceeds
of liquidation in proportion to the number of shares held.
b) Capital management
Management controls the capital of the Company in order to maintain a good debt to equity ratio, provide the
shareholders with adequate returns and ensure that the company can fund its operations and continue as a
going concern. The Company’s debt and capital includes ordinary share capital and financial liabilities,
supported by financial assets. There are no externally imposed capital requirements. Management effectively
manages the Company’s capital by assessing its financial risks and adjusting its capital structure in response to
changes in these risks and in the market. These responses include the management of debt levels, distributions
to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Company
since the prior year. The gearing ratios for the year ended 30 June 2020 and 30 June 2019 are as follows:
13. WORKING CAPITAL
Total liabilities
Less cash and cash equivalents
Net debt
Total equity
Net capital
Gearing ratio
14. RESERVES
Options reserve
Balance at the beginning of the year
Transfer to Issued Capital (Note 12)
Balance at the end of the year
15. FINANCIAL RISK MANAGEMENT
a) Financial risk management policies
2020
$
604,032
(89,636)
514,396
2,353,376
1,838,980
21.86%
2020
$
23,945
(23,945)
-
2019
$
182,676
(358,417)
(175,741)
2,334,200
2,158,459
Nil%
2019
$
23,945
-
23,945
The Group’s financial instruments consist mainly of deposits with banks, short-term investments and accounts
receivable from related parties. The Group does not use derivative financial instruments to hedge exposure to
financial risks.
I.
Treasury risk management
There have been no changes in the Group’s approach to capital management during the year. The
Group is not subject to any externally imposed capital requirements.
54| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
II.
Other market price risk
Equity price risk arises from available-for-sale equity securities. Management monitors the securities
in its investment portfolio based on market indices. Material investments within the portfolio are
managed on an individual basis and any buy or sell decisions are approved by the Board.
III.
Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future developments of the business.
IV.
Financial risk exposures and management
The main risks the Group is exposed to through its financial instruments are interest rate risk, liquidity
risk, credit risk and price risk.
Interest rate risk
The Group does not enter into interest rate swaps, forward rate agreements or interest rate options
to manage cash flow risks associated with interest rates on borrowings that are floating, or to alter
interest rate exposures arising from mismatches in repricing dates between assets and liabilities.
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 manages liquidity risk by monitoring forecast cash flows and ensuring that access to
adequate funding is maintained.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the consolidated entity. The consolidated entity has no customers and exposure to
credit risk. The consolidated entity does not hold any collateral.
The consolidated entity has no credit risk exposure with any one party.
Price risk
The Group is exposed to commodity price risk through its interests to the Alpha mining lease.
Changes in market price for oil impact the economic viability of the mining leases. The Group has not
entered into any hedges in relation to these commodities. It is not possible to quantify the effect on
profit or equity of any change in commodity prices.
Financial Instruments
I.
Financial instrument composition and maturity analysis
The tables below reflect the undiscounted contractual settlement terms for financial instruments of a
fixed period of maturity.
30 June 2020
Financial Assets
Cash and cash equivalents
Financial Liabilities
Trade and other payables
Long-term payables
Effective
Interest Rate
2020
%
Carrying
Amount
2020
$
Contractual
Cash Flows
2020
$
1.50
89,636
-
-
604,032
-
-
-
-
Within
1 Year
2020
$
89,636
604,032
-
1 to 5
Years
2020
$
-
-
-
55| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 June 2019
Financial Assets
Cash and cash equivalents
Financial Liabilities
Trade and other payables
Long-term payables
II.
Fair values
Effective
Interest Rate
2019
%
Carrying
Amount
2019
$
Contractual
Cash Flows
2019
$
Within
1 Year
2019
$
1.50
358,417
-
-
182,676
-
-
-
-
358,417
182,676
-
1 to 5
Years
2019
$
-
-
-
The methods of estimating fair value are outlined in the relevant notes to the financial statements.
All financial assets and liabilities recognised in the statement of financial position, whether they are
carried at cost or fair value, are recognised at amounts that represent a reasonable approximation of
fair values unless otherwise stated in the applicable notes.
16. CONTROLLED ENTITY
Name
Unlisted Companies
Greenvale Gold Pty Limited
Greenvale Gold Basin Pty
Limited
*Greenvale
Holdings Inc.
*Greenvale
Investments LLC
Basin
Basin
Gold
Gold
Principal
Activity
Country of
Incorporation
Share Class
Ownership Interest
2020
2019
Investment
Mineral
exploration
Australia
Ordinary `
100.00%
100.00%
Australia
Ordinary
50.01%
50.01%
Dormant
USA
Ordinary
50.01%
Dormant
USA
Ordinary
50.01%
*Greenvale Tenement Co LLC
Knox Resources Limited
Alpha Resources Pty Ltd
Dormant
Mineral
exploration
Mineral
exploration
USA
Ordinary
50.01%
Australia
Ordinary
80.00%
Australia
Ordinary
99.99%
99.99%
* Such entities were incorporated for the purpose of establishing the Greenvale Gold Basin Pty Limited joint
venture with Aurum (refer to note 10). Such entities have not traded since incorporation.
56| G R V – A n n u a l R e p o r t 2 0 2 0
-%
-%
-%
-%
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. CASH FLOW INFORMATION
(a) Reconciliation of cash flows from operations with
profit after income tax
(Loss) after income tax
Non cash flows in operating activities:
-
-
Exploration related expenditure
Impairment
Changes in assets and liabilities:
-
(Decrease)/Increase in trade payables
- Decrease/(Increase)
in
trade
and other
receivables
2020
$
2019
$
(494,626)
(423,929)
659
-
307,294
(112,777)
87,242
53,385
74,176
(17,655)
- Decrease/(Increase) in other assets
(6,444)
-
NET CASH USED IN OPERATING ACTIVITIES
(305,894)
(226,781)
(b) Reconciliation of cash and cash equivalents
Cash at bank
89,636
89,636
358,417
358,417
18. KEY MANAGEMENT PERSONNEL COMPENSATION
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or
payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2019.
The totals of remuneration paid to KMP of the company and the Group during the year are as follows:
The key management personnel compensation is as
follows:
Short-term employee benefits
Other long-term benefits
Share-based payments
2020
$
245,218
-
-
245,218
2019
$
236,450
-
-
236,450
Information regarding individual directors’ compensation is provided in the remuneration report section of the
directors’ report. Apart from the details disclosed in this note, no director has entered into a material contract
with the Company during the year and there were no material contracts involving directors’ interests existing
at year end.
57| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Short-term employee benefits
These amounts include fees and benefits paid to the non-executive chair and non-executive directors as well
as fees, fringe benefits and cash bonuses awarded to the executive director and other KMP.
Post-employment benefits
These amounts are the current years’ estimated cost of providing for the Group’s superannuation
contributions made during the year.
Further information in relation to KMP remuneration can be found in the directors’ report.
19. RELATED PARTY AND KEY MANAGEMENT PERSONNEL TRANSACTIONS
The terms and conditions of related party and key management personnel transactions are no more
favourable than those available, or which might reasonably be expected to be available, on similar transactions
to unrelated entities on an arm’s length basis. Transactions with related parties and key management
personnel are summarised in the table below:
Key management
person
Transaction
Description
Transaction Value
Year ended 30 June
2019
2020
$
$
Balance outstanding
As at 30 June
2020
$
2019
$
Vincent John Paul
Fayad –
Vince
Fayad &
Associates Pty Ltd
Provision of
related
to
corporate matters.
services
various
20. CONTINGENT LIABILITIES
82,500
82,500
55,000
15,124
There have been no material changes in contingent liabilities since the last reporting date.
21. COMMITMENTS FOR EXPENDITURE
Mineral Tenements
In order to maintain the mineral tenements in which the company and other parties are involved, the
Company 99.99% subsidiary, Alpha Resources Pty Ltd is committed to fulfil the minimum annual expenditure
conditions for its MDL 330 licences under which the tenements are granted. The minimum estimated
expenditure requirements in accordance with the requirements of the Queensland Department of Natural
Resources and Mines for the next financial year are:
Payable:
-
-
no later than 1 year
between 1 year and 5 years
Consolidated
2020
$
1,179,400
784,300
1,963,700
2019
$
310,000
1,660,000
1,970,000
58| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
These requirements are expected to be fulfilled in the normal course of operations and may be varied from
time to time subject to approval by the grantor of titles. The estimated expenditure represents potential
expenditure which may be avoided by relinquishment of tenure. Exploration expenditure commitments
beyond twelve months cannot be reliably determined.
The Company intends to lodge an application with the Queensland Department of Natural Resources and
Mines to reduce its current year expenditure for the project from $1,660,000 to $600,000.
22. AUDITORS’ REMUNERATION
Auditing and reviewing financial reports
Non-audit services – tax compliance
2020
$
31,850
-
31,850
2019
$
27,600
-
27,600
The auditor of the financial statements is RSM Australia Partners.
23. SEGMENT REPORTING
The Group has identified its operating segments based on the internal reports that are used by the Board (the
chief operating decision makers) in assessing performance and in determining the allocation of resources.
The operating segments are identified by the Board based on the phase of operation within the mining
industry. For management purposes, the Group has organised its operations into two reportable segments on
the basis of stage of development as follows:
development assets; and
exploration and evaluation assets, which includes assets that are associated with the determination
and assessment of the existence of commercial economic reserves.
The Board as a whole regularly reviews the identified segments in order to allocate resources to the
segment and to assess its performance.
During the year ended 30 June 2020, the Group had no development assets. The Board considers that it
has only operated in one segment, being mineral exploration within Australia. The Group’s economic
interest in the Gold Basin Project, via a right receive an interest in the Gold Basin Project which is located in
the United States is considered to be an investment conducted in Australia.
The consolidated entity is domiciled in Australia. There was nil revenue from external customers in 2020
(2019: Nil). Segment revenues are allocated based on the country in which the customer is located.
24. SHARE BASED PAYMENTS
No share based payments were made during the years ended 30 June 2020 and 2019.
59| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25. PARENT ENTITY DISCLOSURE
Current assets
Non-current assets
TOTAL ASSETS
Current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
STATEMENT OF COMPREHENSIVE INCOME
Total Loss for the year
Total Comprehensive loss for the year
2020
$
212,119
2,306,884
2,519,003
552,833
552,833
2019
$
357,064
1,646,707
2,003,771
182,233
182,233
1,966,170
1,821,537
13,289,480
-
(11,323,310)
1,966,170
12,746,247
23,945
(10,948,655)
1,821,537
(374,655)
(374,655)
(297,596)
(297,596)
Greenvale Mining Limited does not as at 30 June 2020:
hold any deed of cross guarantee for the debts of its subsidiary company (2019: Nil);
have commitments for the acquisition of property, plant and equipment (2019: Nil); and
have contingent liabilities (2019: Nil).
26. BUSINESS COMBINATIONS
a. Knox Resources Limited
On 19 June 2020, the Group acquired 80.00% of the issued share capital of Knox Resources Limited (Knox).
Knox is an Australian public unlisted company, who holds several exploration licences for several Iron Oxide
Copper-Gold projects in the Georgina Basin (Northern Territory – Australia). Details of the business
combination is as follows:
(i) Overview of acquisition
2020
Principal activity
Date of acquisition Proportion of
Knox Resources
Limited
Oxide Copper-Gold
19 June 2020
shares acquired
80.00%
2019
N/A
Principal activity
Date of acquisition Proportion of
N/A
N/A
shares acquired
N/A
Consideration
transferred
$378,947
Consideration
transferred
N/A
60| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27. BUSINESS COMBINATIONS (CONTINUED)
(ii) Consideration transferred
Knox Resources
Limited
$
Ordinary Shares – issue of 9,473,884 shares at a price of $0.04 cents per share
Total consideration paid
378,947
378,947
(iii) Non-controlling interests
The non-controlling interest (20.00% in Knox Resources Limited) recognised at the acquisition date was
measured by reference to the fair value of the non-controlling interests and amount to $5,488.00.
(iv) Goodwill arising on acquisition
Consideration transferred
Add: Non-controlling interest
Add: Trade creditors and other
liabilities
Less: Cash at bank acquired
Less: Exploration assets acquired
Less: fair value of identifiable net
assets acquired
Goodwill arising on acquisition
Knox Resources
Limited
$
378,947
(5,488)
40,779
(13,335)
(400,903)
-
-
The fair value of the identifiable assets is considered to be the value of the assets, including the exploration
licences owned by Knox immediately prior to the acquisition by the Group. The fair value is proportionate to
the interests earned by the outside equity shareholder of Knox.
b. Greenvale Gold Basin Pty Limited
On 13 February 2019, the Group acquired 50.01% of the issued share capital of Greenvale Gold Basin Pty Ltd
(GGB). GGB is an Australian company, who has a right to earn an interest in a United States of America gold
project, located in Arizona. The business objective of GGB is to explore gold tenement claims located in
Arizona. Details of the business combination is as follows:
(i) Subsidiaries acquired
2020
N/A
2019
Greenvale Gold
Basin Pty Ltd
Principal activity
Date of acquisition Proportion of
N/A
N/A
shares acquired
N/A
Principal activity
Date of acquisition Proportion of
Gold Exploration
13 February 2019
shares acquired
50.01%
Consideration
transferred
N/A
Consideration
transferred
$550,000
61| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(ii) Consideration transferred
Cash
Total consideration paid
(iii) Non-controlling interests
Greenvale Gold
Basin Pty Ltd
$
550,000
550,000
The non-controlling interest (49.99% in Greenvale Gold Basin Pty Ltd) recognised at the acquisition date was
measured by reference to the fair value of the non-controlling interests and amount to $549,790.
(iv) Goodwill arising on acquisition
Consideration transferred
Plus: non-controlling interest
Less: fair value of identifiable net
assets acquired
Goodwill arising on acquisition
Greenvale Gold
Basin Pty Ltd
$
550,000
549,790
(1,099,790)
-
The fair value of the identifiable assets is considered to be the value of the farm-in rights transferred to GGB
immediately prior to the acquisition by the Group. The fair value is proportionate to the interests earned by
the outside equity shareholder of GGB.
28. SUBSEQUENT EVENTS
The following matters have arisen since the end of the financial year :
completion of it non renounceable entitlement offer (“the Offer”), raising $2.143 million (before
costs). The purpose of the entitlement offer was to fund the Alpha Resources exploration program,
Georgina Basin and Gold Basin (which was at the time to be retained by the Group) exploration
programs and working capital requirements;
acquired the remaining 20% interest in Knox Resources Limited (Knox) for 2,368,421 Greenvale
ordinary shares at a price of $0.043 per share;
completed the sale of its economic interest of approximately 25% interest in the Arizona Gold Basin
Project in the United States. Consideration received for the Company’s interest has been determined
to be $1.630 million and is represented in the form $AUD1.0 million in cash plus 2.5 million common
shares valued at $630,000 per share (valued at the last trading price of $0.40, discounted by 40% for
lack of liquidity and marketability and converted from Canadian dollars into Australian per share at
the conversion rate of CAD = AUD 1.05) in Fiorentina Minerals Inc (CSE:FLO) – a company listed on
the Canadian Securities Exchange;
62| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
completion of a further placement of a Placement in two tranches: Tranche 1 – 34.8 million shares
raising $661,000 and Tranche 2 “Tranche 2” for a further 46.9 million raising $891,100 to
Sophisticated Investors;
entering into an agreement for the issue of a further 23.7 million shares raising $450,000 by Neil
Biddle and Tony Leibowitz, subject to shareholder approval;
paid bonuses of $150,000 each to Messers Elias Khouri and Vincent Fayad were paid their respective
bonuses; and
on 16th September 2020, the Norther Territory Department of Industry , Tourism and Trade advised
the Company of the intention to grant exploration licenses in relation to Knox Resources Limited’s
100% owned tenements in the Georgina Basin over the seven areas not subject to indigenous
freehold title. The grant will be subject to making a payment of $37,074.
Declaration
63| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The directors of the Company declare that:
a)
the financial statements and notes thereto are in accordance with the Corporations Act 2001 and:
i.
ii.
comply with Accounting Standards, which, as stated in accounting policy note 1 to the
financial statements, constitutes explicit and unreserved compliance with International
Financial Reporting Standards; and
give a true and fair view of the financial position as at 30 June 2020 and of the performance
for the year ended on that date of the Group;
b)
in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they become due and payable; and
c)
the directors have been given the declarations required by s 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
On behalf of the Directors:
Vincent Fayad
Director
Sydney, 25th September 2020
64| G R V – A n n u a l R e p o r t 2 0 2 0
INDEPENDENT AUDITOR’S REPORT
To the Members of Greenvale Mining Limited and
its controlled subsidiaries
RSM Australia Partners
Level 13, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 (0) 2 8226 4500
F +61 (0) 2 8226 4501
www.rsm.com.au
Opinion
We have audited the financial report of Greenvale Mining Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement
of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of
cash flows for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors' declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i) giving a true and fair view of the Group's financial position as at 30 June 2020 and of its financial
performance for the year then ended; and
(ii) 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 (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
65 | G R V – A n n u a l R e p o r t 2 0 2 0
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Key Audit Matter
How our audit addressed this matter
Carrying value of capitalised exploration and evaluation
Refer to Note 10 in the financial statements
As disclosed in note 10, the Group held capitalized
of
evaluation
exploration
$1,526,878 as at 30 June 2020 which represents a
significant asset of the Group.
expenditure
and
The carrying value of exploration and evaluation
assets is subjective based on Group’s ability, and
intention, to continue to explore the asset. The
carrying value may also be impacted by the mineral
reserves and resources may not be commercially
viable for extraction. This creates a risk that the
amounts stated in the financial statements may not
be recoverable.
Our audit procedures included the following:
Considering the Group’s right to explore in the
relevant exploration area which included obtaining
and assessing supporting documentation such as
obtaining independent searches of the company’s
tenement holdings
Considering the Group’s intention to carry out
significant exploration and evaluation activity in the
included an
relevant exploration area which
assessment of the Group's future cash flow
forecasts and enquired of management and the
Board of Directors as to the intentions and strategy
of the Group
Assessing recent exploration activity in a given
exploration license area to determine if there are
any negative indicators that would suggest a
potential impairment of the capitalized exploration
and evaluation expenditure
Assessing the commercial viability of results
relating to exploration and evaluation activities
carried out in the relevant license area
Assessing the ability to finance any planned future
exploration and evaluation activity.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2020, but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
66 | G R V – A n n u a l R e p o r t 2 0 2 0
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the 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 report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf.
This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 37 to 38 of the directors' report for the year ended
30 June 2020.
In our opinion, the Remuneration Report of Greenvale Mining Limited for the year ended 30 June 2020, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
C J Hume
Partner
RSM Australia Partners
Sydney NSW
25 September 2020
67 | G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
TENEMENT SCHEDULE
Tenement
Tenement
Alpha (MDL 330)
Georgina Basin (EL's, 32281, 32282,
32283, 32285,32286, 3229 and 32296)
Greenvale Gold Basin
Interest
99.99%
80.00%
50.01%
68| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
ADDITIONAL STATUTORY INFORMATION
Additional information included in accordance with the Listing Rules of the Australian Securities Exchange
Limited. The information is current as at 17 September 2020.
QUOTATION
Listed securities in Greenvale Energy Limited are quoted on the Australian Securities Exchange under ASX
code GRV (Fully Paid Ordinary Shares).
VOTING RIGHTS
The voting rights attaching to the Fully Paid Ordinary Shares of the Company are:
(a)
(b)
at a meeting of members or classes of members each member entitled to vote may vote in person
or by proxy or by attorney; and
on a show of hands every person present who is a member has one vote, and on a poll every
person present in person or by proxy or attorney has one vote for each ordinary share held.
SUBSTANTIAL SHAREHOLDERS
The names of the substantial shareholders listed on the Company’s register as at 17 September 2019.
Biddle Partners Pty Ltd
Registered address is PO Box 216, North Fremantle WA 6154
Holder of: 27,207,606 fully paid shares
Latest notice received: 8 August 2020
Mining Investments Limited
Registered address is PO Box 87, Byblos, Lebanon
Holder of: 20,601,994 fully paid shares
Latest notice received: 17 August 2020
Gun Capital Management Pty ltd
Registered address is PO Box 405, Newport VIC 3015
Holder of: 19,488,048 fully paid shares
Latest notice received: 17 August 2020
Kalonda Pty Ltd
Registered address is PO Box 199, Bondi Junction NSW 1355
Holder of: 15,202,631 fully paid shares
Latest notice received: 10 August 2020
DISTRIBUTION OF SHARE AND OPTION HOLDERS
The voting rights attached to the Fully Paid Ordinary shares of the Company are:
Fully Paid Ordinary Shares
i)
Shares Range
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and Over
Total
Holders
Units
%
148
83
40
155
135
561
62,564
194,185
349,507
6,407,341
263,831,767
270,845,364
0.02
0.07
0.13
2.37
97.41
100.00
69| G R V – A n n u a l R e p o r t 2 0 2 0
GREENVALE MINING LIMITED
(PREVIOUSLY GREENVALE ENERGY LIMITED)
A.B.N. 54 000 743 555
ADDITIONAL STATUTORY INFORMATION
ii) Options
There are no options on issue as at the date of this report.
TWENTY LARGEST SHAREHOLDERS
The twenty largest shareholders as at 17 September 2020:
DONNYBROOK SUPERANNUATION FUND PTY LTD
FOURWINDS NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LTD
BIDDLE PARTNERS PTY LTD
GUN CAPITAL MANAGEMNT PTY LTD
KALONDA PTY LTD
FONT SF PTY LTD
GOTHA STREET CAPITAL PTY LTD
1
2
3
4
5
6
7 MINING INVESTMENTS LTD
8
9
10 QUIXLEY HOLDINGS PTY LTD
11 MR JOHN ALEXANDER YOUNG
12 MR JOHN CAMPBELL SMYTH
13 MR FLOYD BARRY AQUINO
14
15 MONARCH ASSET MANAGEMENT PTY LIMITED
16 BNP PARIBAS NOMINEES PTY LTD
17 MR MATTHEW NORMAN BULL
STARCHASER NOMINESS PTY LTD
18
1 PLUS 4 PTY LTD
19
20 CAP HOLDINGS PTY LTD
KAFTA ENTERPRISES PTY LTD
TOTAL
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36,582,725
27,207,606
19,418,821
15,202,631
11,005,000
8,984,600
7,268,661
7,142,858
6,071,625
4,962,080
4,864,204
4,286,216
4,285,714
4,025,538
3,837,572
3,642,808
3,324,462
3,224,312
3,200,000
3,180,402
181,717,835
13.51
10.05
7.17
5.61
4.06
3.32
2.68
2.64
2.24
1.83
1.80
1.58
1.58
1.49
1.42
1.34
1.23
1.19
1.18
1.17
67.09