Greenvale Mining Limited
Annual Report 2021

Plain-text annual report

GREENVALE MINING LIMITED A.B.N. 54 000 743 555 2021 ANNUAL FINANCIAL REPORT GREENVALE MINING LIMITED A.B.N. 54 000 743 555 TABLE OF CONTENTS Corporate Directory Chairman’s Letter Review of Operations 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 1 | GRV – Annual Financial Report 2021 2 3 4 11 25 26 27 28 29 30 57 58 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 CORPORATE DIRECTORY DIRECTORS Mr Tony Leibowitz (Non-Executive Chairman) – appointed 7 September 2020 Mr Neil Biddle (Managing Director) – appointed 7 September 2020 Mr Elias (Leo) Khouri (Non-Executive Director) Mrs Dagmar Parsons (Non-Executive Director) – appointed 28 June 2021 COMPANY SECRETARY Alan Boys REGISTERED OFFICE 130 Stirling Highway, North Fremantle WA 6159 Tel: +61 8 6215 0372 SHARE REGISTRY Link Market Services Level 12, 680 George Street Sydney NSW 2000 Tel: +61 2 82807111 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 WEBSITE www.greenvalemining.com 2| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 CHAIRMAN’S LETTER Torbanite project. A successful drilling program was completed in June 2021, with core samples shipped to Brisbane for assaying as well as test retort work being undertaken. Following completion of field work it was decided that the Company would proceed direct to a Definitive Feasibility Study for the project with this expected to be completed by March 2022. Dear Fellow Shareholders, The past year has been a transformational one for the Company with Board changes, the disposal of its interests in the Arizona Gold Basin Project, the reinvigoration of its long-held Alpha Torbanite Project in Queensland and securing full ownership of the highly prospective Georgina Basin IOCG project in the Northern Territory. This has been underpinned by various capital raising initiatives resulting in the Company holding cash reserves at the end of the financial year of some $9.8m, which will support the significant advances for both projects that are expected to take place in the forthcoming financial year. For the first half of the year, the Company was engaged in taking the necessary preparatory steps to facilitate the Company’s future direction. My former colleagues from Pilbara Minerals Ltd, Neil Biddle and Alan Boys, joined the Company as Executive Director and Company Secretary respectively. Disposal of the Arizona Basin gold project was finalised in September and resulted in a profit to the Company of $1.036m. The Company secured full ownership of Knox Resources Pty Ltd in August 2020 and in the following month was granted seven exploration licenses over highly prospective areas totalling some 4,700 km2 located to the east of Tenant Creek in the Northern Territory. Before the onset of the wet season, the Company secured completion of an aerial geophysical survey over three of its licenses in the Georgina Basin. Through until December 2020, the focus of the Alpha Torbanite project was on collation of historic data, preparatory steps for fieldwork and drilling, as well as sourcing the construction of a small-scale test retort for use in sample analysis. facilitate the increased activities of the To Company, Neil Biddle was appointed Managing Director on 1 January 2021 and the company’s primary focus in the second half was on its Alpha the Company and the National Drilling In the meantime, with the Georgina Basin IOCG project, its consultants undertook evaluation of the geophysical data from the aerial survey, as well as analysis of data released from Initiative, which undertook two of its ten holes proximate to the Company’s EL’s. The results of the entire National Drilling Initiative has led to significant national interest in the region as one of Australia’s most exciting new exploration frontiers. A number of high priority targets have been identified on the Company’s holdings. The Company has also been successful in securing co- funding from the Northern Territory government for an on-ground gravity program as well as an aerial geophysical survey which will both be conducted shortly. To support the Company’s future objectives, a number of appointments have been made including the appointment to the Board of Mrs Dagmar Parsons on 28 June 2021. Dagmar is a highly experienced engineer in the energy and resources sector. Matthew Healy, an outstanding Exploration Geologist, joined the company as CEO on 1 September 2021 and he is supported by a senior exploration geologist and two full-time senior field assistants who have joined the Company since July 2021. The activities of the past year have laid the foundations for an exciting new future for the Company. That this has been achieved against the backdrop of the upheaval and uncertainty of Covid 19, is a credit to the hard work and commitment of the Greenvale contractors and consultants. team, its Finally, I would like to thank our shareholders for your outstanding and invaluable support over the past year. We have a very exciting year ahead and I look forward to sharing the Company’s progress and development with you all. Tony Leibowitz Chairman 3| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 REVIEW OF OPERATIONS Overview Despite constant challenges from the everchanging covid situation across the country, the Company has made significant progress during the past year in its transformation to becoming an active and well-funded minerals exploration company and has made significant advances with its two key projects, The Alpha Torbanite project in Queensland and The Georgina Basin IOCG Project in the Northern Territory. This has involved three key strategies, namely rationalisation of activities, key appointments at Board and senior management level and establishment of a sound financial footing to progress the Company’s projects. Rationalisation of Activities In July 2020, the Company entered into an agreement to dispose of its interests in the Gold Basin Project in Arizona, USA, which settled in early September 2020, giving rise to a pre-tax surplus of some $1.036m. At the first of three general meetings the Company held during the financial year, in August 2020 shareholders approved the acquisition of the 20% minority interest in Knox Resources Limited, giving it full ownership of the Georgina Basin IOCG project, which it had partly acquired through an 80% acquisition of Knox Resources Limited in June 2020. At the August 2020 General Meeting, the shareholders also approved the change of the Company’s name to Greenvale Mining Limited, reflecting the Company’s change of direction away from a focus on energy exploration to a broad-based minerals explorer. Key Personnel Changes In early September 2020, Mr Tony Leibowitz and Mr Neil Biddle were appointed to the Board, with Tony being appointed as non-executive Chairman and Neil as Executive Director. Neil and Tony are both highly experienced public company directors with a track record of success with listed exploration companies. They replaced directors Stephen Gemell and Julian Gosse. In October 2020 Company Secretary Vincent Fayad resigned and was replaced by Alan Boys who had worked with Tony and Neil at other listed companies. Vincent Fayad retired from the Board in late November 2020 after some five years’ service as a director. With the increased level of the Company’s activities, Neil Biddle was appointed the Company’s Managing Director with effect from 1 January 2021 for an initial 12-month term. Given the advancements made with Company’s projects during the year, the board was further strengthened in late June 2021 with the appointment of Mrs Dagmar Parsons, a highly experienced global mining and oil & gas executive, to the role of Non-Executive Director. Since the end of the year, the Company has appointed a further three full-time employees to its exploration team, reflecting the significant exploration work expected to be undertaken in the new financial year. Funding The Company has been particularly active in raising funds during the year, securing new capital of some $11.74m before costs over the year. The fund raising was initially achieved through an underwritten entitlements issue launched in late June 2020 which closed on July 2020, raising $ 2.14m before costs. The initial raise was then supplemented during the first half of the financial year by three placements that collectively raised $ 2.0m before costs. 4| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 REVIEW OF OPERATIONS In March 2021, the Company launched a Share Purchase Plan to raise $3.0m which was heavily oversubscribed and applications totalling some $4.5m were ultimately accepted. A private placement with an institutional investor for $3m before costs was made in April 2021. The company’s cash balances were also boosted during the year by the receipt of $1,000,000 in September 2020 in connection with Gold Basin Project, the exercise of 2,000,000 options that raised $100,000 before costs, as well as the disposal in June 2021 of shares in Gold Basin Resources for some $723,000 that had been received as consideration for the Gold Basin Project disposal. The Company’s cash holdings have increased from $89,636 at the beginning of the year to $9,854,269 at year end. Alpha Torbanite Project Early in the year, Greenvale saw the successful grant of an extension of its existing Alpha permit area (MDL 330). The new Alpha Extended permit area (EPM 27718) was a strategic priority for the Company and ensured that Greenvale adequately secured the unique torbanite deposit. The extended permit area also provides capacity for potential future exploration growth and resource extensions (See Figure 1). Figure 1: Extended Permit Area 27718 Further to securing the new extended permit area, the Company commenced additional analysis of the SRK Scoping Report initially produced in March 2020. Its recommendations, together with a systematic review of the available historical research formed the basis of the initial field work program conducted between 28th February and 12th March 2021. 5| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 REVIEW OF OPERATIONS The initial field program consisted of 49 open holes (out of a planned 51-hole program) were completed for a total of 3,027m. A small number of drill-holes in the northern part of the tenement were unable to be completed due to access difficulties in challenging terrain. Drill-holes were sited on an approximate 500m x 500m grid pattern across MDL 330. SRK developed a preliminary geological model prior to the commencement of the 2021 program using historical drilling information. The model was developed to support the planning and execution of the open hole program and minimise the risk of wasted drill meterage in barren areas. Drill-hole depths ranged from 38m to 116m, averaging approximately 62m. All holes were drilled vertically from the topographic surface. All drill-holes were surveyed and geophysically logged with wireline tools, providing down-hole gamma density and verticality surveys. An optical televiewer was run in selected drill holes. The wireline logs allow accurate measurement of both the upper and lower seam intervals (depth and thickness). However, the cannel coal (bituminous shale) and torbanite are indistinguishable in the wireline logs. The drilling has exceeded the expectations of the Greenvale team with both the upper and lower seams extending from the north-west corner of the MDL to the south-west boundary. The seams remain open along strike to the north-west and to the south-east continuing into the Company’s EPM27718. Figure 2: Torbanite In-Situ Strip Ratio Model 6| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 REVIEW OF OPERATIONS The upper seam was intersected in a total of 33 drill holes at depths from 4.06m to 92.21m (average depth of 37.32m). The upper seam thickness ranged from 0.59m to 1.41m, averaging 1.09m. The lower seam was intersected in a total of 46 drill holes at depths from 8.72m to 106.98m (average depth 44.33m). The lower seam thickness ranged from 1.41m to 2.68m, averaging 1.94m. The inter-burden between the Upper and Lower seams was approximately 16m. Just two drill holes were barren, being located beyond the sub-crop of the lower seam. One of these was a ‘test hole’ completed at the commencement of the program to test the drilling equipment. The open hole drill data was compiled by the Company’s technical consultants, SRK, and was used in the updated geological modelling of the deposit. The geological model was developed using GEOVIA Minex software and is based predominantly on the newly acquired drilling data, with only a small number of historical drill holes included to support the continuity of the model (mainly outside the MDL boundary). An In-Situ Strip Ratio Model (Figure 2) was created by SRK for the purpose of early definition of potentially economically mineable torbanite and bituminous shales. This also helped the design of the coring program to focus on the most viable parts of the deposit. Late in the financial year Greenvale’s field team successfully completed an extensive core hole drilling program at the Alpha Project site. The program saw 284m of 4C core samples collected across 62 drill holes, for a total of 2,195m drilled. The Company built upon the previously completed preliminary drill program, tightening the grid spacing from 500m by 500m to 250m by 250m around the high-priority torbanite zones. Drill-holes were partly cored, with an open hole (non-core) pre-collar from the surface through the overburden strata and broad diameter (4C 100mm in diameter) coring through the target cannel coal and torbanite intervals, including immediate roof and floor strata. All core hole locations were geophysically logged with wireline tools providing down-hole gamma, density and verticality surveys. In the Company’s Gold Coast laboratory, we saw the successful installation and calibration of the test retort. Retort testing of resource samples is now underway and, along with the detailed assay test work to be completed by ALS, will underpin the completion of the projects DFS slated for March Quarter 2022. The Board and management remain positive that Alpha can be brought to commercialisation rapidly and look forward to updating shareholders of the project’s progress over the coming year. Georgina Basin IOCG Project, East Tenant Creek, Northern Territory Figure 3: Greenvale Mining Ltd Georgina Basin IOCG Project – East Tennant Creek Holdings Annual R e p o r t 2 0 2 1 7| G R V – Annual R e p o r t 2 0 2 1 7| G R V GREENVALE MINING LIMITED A.B.N. 54 000 743 555 REVIEW OF OPERATIONS Despite ongoing COVID-19 related domestic travel restrictions, the Company was able to make solid headway at the Georgina Basin IOCG Project. Midway through the financial year, MAGSPEC Airborne Surveys Pty Ltd was engaged to undertake a geophysical survey of the Company’s western and south-eastern tenements, which was completed in mid- December. The survey flew some 15,328-line kilometres and covered three of the Company’s tenements, specifically EL32282, EL32296 and EL32295 (Figure 4). Figure 4: High-Res Aero-Mag Completed Over EL’s 32282-96 NW Group & EL 32295 Central Group Uncovered by the airborne aeromagnetic survey were two priority bullseye magnetic targets located along a major fault corridor sitting between EL32282 and EL32296 (Figure 5). Geophysical inversion modelling suggests that the targets lie at a depth of approximately 300m below surface. The targets, coined “Twin Peaks”, will be central to the Company’s upcoming drill program, due for commencement in the first half of next financial year. The Company’s exploration activities at the Georgina Basin Project gained significant momentum following the release of the results from the Geoscience Australia NDI program. As part of this program, two stratigraphic holes, NDIBK05 and NDIBK10, were completed to depths of 293.8m and 765.7m respectively on the south- eastern corner and far eastern border of Greenvale’s tenement, EL32295. Both holes intersected broad zones of the Proterozoic Waramanga Formation, which hosts the world-class Tennant creek IOCG Deposits. Strong hematitic alteration was intersected in both holes within sheared and brecciated structural features, supporting the potential for the East Tenant region to host significant IOCG mineralisation. 8| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 REVIEW OF OPERATIONS Figure 5: High magnetic bullseye targets (in red) within EL32282-32296. Top right image is an enhancement of the magnetic anomalies. The NDI holes, in conjunction with the Company’s geophysical survey data and the discovery of surface copper by neighbouring Middle Island Resources Ltd, further reinforced the potential of the East Tennant Creek region to the Company. During the year the Company and technical representatives from its geological consultants, SRK, attended the Annual Geoscience Exploration Seminar (AGES) in Alice Springs. As part of the seminar, the Company’s attendees were afforded the opportunity to inspect core samples taken from the National Drill Initiative (NDI). Of particular interest to the Company were holes NDIBK05 and NDIBK10. NDIBK05 (Figure 6), which was located between GRV’s tenements EL32295 and EL32284, intersected granite underlying Georgina Basin cover and appears quite haematitic at the contact zone, although no sulphides were observed. The NDI program was targeting a major crustal break, which is evident within the magnetotellurics, with shallow conductors also apparent. Figure 6: NDIBK05: (199.4m-202.7m) Altered, sheared unit. Looks granitic in composition. Brick red colour from hematite-potassic alteration. 9| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 REVIEW OF OPERATIONS Inspection of core from NDIBK10 revealed some interesting and important geological insights. NDIBK10 was drilled to the north of EL32295 within what appears to be a sub-basin and a structural fault bound to the north and south. Magnetically, the area around NDIBK10 is very quiet, suggesting thick sediment accumulation. Observation of the core samples from NDIBK10 confirmed this thick sediment accumulation, with over 700m intersected before reaching basement granite. This basement granite was quite fine grained and sheared. Cover sequences were Georgina Basin limestones and marbles. Interestingly, trace sulphides were evident in NDIBK10. Overall observations from the NDI core viewing were promising and provided the Company’s technical team with invaluable context for planning ground-based gravity and an extended airborne geophysics program. In relation to these geophysical programs, the Company’s wholly owned subsidiary, Knox Resources Pty Ltd, was successful during the year in two applications for co-funding, submitted to the Northern Territory Government under the Northern Territory Geophysics and Drilling Collaborations Program (Round 14). The Northern Territory Government will contribute A$26,054 (50% of the total cost) towards the ground-based gravity program and A$54,963 (50% of the total cost) towards the airborne geophysics program. Moving forward, the Company anticipates that its maiden drill program at Georgina will be completed in the first half of the coming financial year. The Greenvale management and technical teams are extremely excited and, more importantly, confident about the prospectivity of the targets identified. The entire Greenvale team cannot wait to update shareholders as to the results of the program in due course. Competent Persons Statements The information in this announcement relating to the Alpha Torbanite Project is based on and fairly represents information and supporting documentation undertaken by SRK Consulting (Australasia) Pty Ltd. (SRK) and is based on information reviewed by Carl D’Silva, Principal Consultant (Exploration Resources). Mr D’Silva is a Member of The AusIMM and is a full-time employee of SRK. Mr D’Silva is a geologist with >15 years’ 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 as defined in the 2012 Edition of The JORC Code. Mr. D’Silva consents to the inclusion in this Report of the matters based on his information in the form and content in which it appears The information in this report relating to Exploration Results and Mineral Resources with respect to the Georgina Basin IOCG Project is based on information compiled by, 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 mineralisation and to the type of activity described to qualify as a competent as defined in the 2012 Edition of the “Australian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves”. Mr. Biddle has disclosed to the Company that he is a shareholder and a Rights holder in the Company. Mr. Biddle consents to the inclusion in this Report of the matters based on his information in the form and content in which it appears. 10| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT The Directors present this report and the audited financial statements of Greenvale Mining Limited (“GRV”, “Greenvale” or the “Company”) and its controlled entities (“Group”) for the year ended 30 June 2021. DIRECTORS The following persons held office as directors during the financial year and to the date of this report. Directors were in office for the entire period and to the date of this report unless otherwise stated: Name and Qualifications Tony Leibowitz Chartered Accountant (FCA) Non-Executive Chairman Appointed 7 September 2020 Experience, special responsibilities and other directorships in listed entities. Experience Mr. Leibowitz has over 30 years of corporate finance, investment banking and broad commercial experience and has a proven track record 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 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. Neil Biddle B.AppSc(Geology), MAusIMM Managing Director Appointed 7 September 2020 Special Responsibilities None Directorships held in other listed entities during the three years prior to the current year Bardoc Gold Limited, Ensurance Limited and Trek Metals Limited 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 and 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 Ltd from 1991-1994 Special Responsibilities None Directorships held in other listed entities during the three years prior to the current year Bardoc Gold Limited, Trek Metals Limited 11| G R V – Annual R e p o r t 2 0 2 1 Name and Qualifications Elias (Leo) Khouri Non-Executive Director Appointed 7 February 2011 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT Experience, special responsibilities and other directorships in listed entities. Experience 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 funds management, telecommunications, media and entertainment, and the mining industry. from bio-technology, industries ranging Special Responsibilities None Directorships held in other listed entities during the three years prior to the current year None Dagmar Parsons Dipl. Ing.(Th), MBA, GAICD Experience Mrs Parsons has more than 25 years’ experience in the mining and resources industry across a range of functions, working in senior executive roles with Worley Parsons, AECOM and Downer. Non-Executive Director Appointed 28 June 2021 As a Mechanical Engineer, she has developed an in-depth knowledge of engineering, manufacturing, and service industry environments in the mining, oil and gas, power and infrastructure sectors. Special Responsibilities None Directorships held in other listed entities during the three years prior to the current year Advanced Braking Technology Ltd 12| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT Name and Qualifications Vincent Fayad Chartered Accountant Non-Executive Director Ceased 27 November 2020 Experience, special responsibilities and other directorships in listed entities. 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. Special Responsibilities None Directorships held in other listed entities during the three years prior to the current year Astro Resources NL Stephen Gemell AusIMM, Chartered Professional (Mining) Non-Executive Director Ceased 7 September 2020 Experience 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. Inaugural Managing Director, Matlock Mining NL. Technical Director, Zimplats Ltd. Adviser to Anvil Mining Ltd during development of 3 mines in DRC. Special Responsibilities None Directorships held in other listed entities during the three years prior to the current year Astro Resources NL Julian Gosse Experience Non-Executive Director Ceased 1 September 2020 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. Special Responsibilities None Directorships held in other listed entities during the three years prior to the current year Clime Capital Ltd., Australian Leaders Fund Ltd. and WAM Research Ltd 13| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT COMPANY SECRETARIES Name and Qualifications Alan Boys Chartered Accountant Appointed 1 October 2020 Particulars Mr. Boys has been a Chartered Accountant for 36 years including public practice, financial consulting and public company directorships and provision of company secretarial services. He has been Company Secretary to a number of public companies in the minerals exploration sector including Oklo Resources Ltd, Cashmere Iron Ltd and Pilbara Minerals Limited Vincent Fayad Mr. Fayad is a Chartered Accountant, registered company auditor and tax agent. Chartered Accountant Ceased 30 September 2020 He was appointed as Company Secretary on 3 March 2016 and was also a director of the Company until 27 November 2020. CORPORATE GOVERNANCE The directors of the Group support and adhere to the principles of corporate governance, recognizing the need for the highest standard of corporate behaviour and accountability. During the year, the Group adopted a revised Corporate Governance Plan considering the 4th edition of the Corporate Governance Principles and Recommendations. Please refer to the Corporate Governance Statement on the Company’s website https://greenvalemining.com/corporate/governance-policies/ PRINCIPAL ACTIVITIES The principal activities of the Group during the 2020/21 financial year were to actively explore its minerals development properties and to commence evaluation of possible mining and production of the Alpha Torbanite project. RESULT AND REVIEW OF OPERATIONS The loss for the Group after income tax for the year amounted to $1,059,866 (2020: Loss of $494,626) and the net assets of the Group at 30 June 2021 was $13,274,634 (2020: $2,353,376). FINANCIAL POSITION During the year, the Company undertook a number of capital raisings and in the period from July through December 2020 undertook an entitlements issue and placements of 218,200,320 shares at 1.9c to raise $4,145,806 before costs, undertook a Share Purchase Plan in March 2021 which resulted in the issue of 34,615,222 shares at 13c to raise $4,499,979 before costs and in April 2021 undertook a placement of 15,000,000 shares to raise $3,000,000 before costs. In addition, the company issued 2,000,000 options during the year which were exercised resulting in the issue of 2,000,000 shares at 5c per share raising $100,000 before costs. Subject to disclosures elsewhere in this report, the Directors believe the Group is in a stable financial position to continue to explore and evaluate its projects. 14| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT DIVIDENDS The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend at the date of printing this Report. EVENTS SUBSEQUENT TO REPORTING DATE On 10 August 2021, the Company issued 3,000,000 Performance Rights with an expiry date of 3 August 2024. On 13 August 2021 and 20 August 2021, 2,000,000 and 1,000,000 GRVAO options respectively with an expiry date of 29 April 2023 and an exercise price of $0.35 were exercised, resulting in the issue of a total of 3,000,000 ordinary shares, raising $1,050,000 before issue costs. On 1 September 2021, Mr. Matthew Healy commenced employment as Chief Executive Officer of the Company. On 7 September 2021, all vesting conditions were met with respect to 15,000,000 Class 1 Performance Rights held by Mr. Neil Biddle, and were from that date fully vested. Other than the above, there has not been any other matter or circumstance occurring subsequent to the end of the financial year, that has significantly affected or may significantly affected or may significantly affect the operations of the Group, the results of those operations, or state of affairs of the Group in future financial years. DIRECTORS’ MEETINGS The directors had nine (9) meetings during the year. The following table shows their attendance at Board Meetings: Name Tony Leibowitz Neil Biddle Elias Khouri Dagmar Parsons Vincent Fayad Stephen Gemell Julian Gosse No. of meetings attended 4 4 9 - 6 5 4 Eligible to attend 4 4 9 - 6 5 4 BOARD COMMITTEES The Company did not have and Audit and Risk Committee, a Remuneration or Nomination Committee during the year. Given its size and composition, the Board considers that in the year under review, no efficiencies or other benefits would be gained by establishing separate board committees. To assist the Board to fulfill its function it has adopted charters for each of these committees. In accordance with the Company’s Board Charter, the board carries out the duties that would ordinarily be carried out by the Audit & Risk, Remuneration and Nomination Committees under the charters in place for each of these. After the end of the financial year, the Board resolved to establish an Audit & Risk Committee. SIGNIFICANT CHANGES IN STATE OF AFFAIRS Other than detailed elsewhere in this report, there were no other significant changes in the nature of the consolidated Groups principal activities during the financial year. Further information on the financial performance of the Company is included in the Review of Operations. 15| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT 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. LIKELY DEVELOPMENTS Likely developments, future prospects and business strategies of the operations of the Group and the expected results of those operations have not been included in this Report as the Directors believe, on reasonable grounds, that the inclusion of such information would be likely to result in unreasonable prejudice to the Group. ENVIRONMENTAL ISSUES The Group is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out its exploration work. The Directors of the Group are not aware of any breach of environmental legislation for the year under review. 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 except as follows: Payment of premiums based on normal commercial terms and conditions to insure all Directors, offices 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 associated expenses which is to do 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 The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or Group is important. Should the Group engage the auditor for non-audit related services, the provision of the non-audit services is compatible with the general standard of independence for the auditors as imposed by the Corporations Act 2001. During the financial year ended 30 June 2021, the Group’s auditors RSM Australia Partners were not engaged to provide any non-audit services. 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. 16| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) This report details the background, policy and amount of remuneration for each key management person of Greenvale Mining Limited. Remuneration Policy and Governance The Board of Directors is responsible for determining and reviewing compensation arrangements for the directors and the senior management. The Board assesses the appropriateness of the nature and amount of remuneration of non-executive directors and executives on a periodic basis by reference to relevant employment market conditions. The Company recognizes that it operates in a competitive environment and to operate effectively, it must be able to attract, motivate and retain key personnel. The compensation structures are designed to attract suitably qualified candidates, reward the achievement of strategic objectives and to achieve the broader outcome of creation of value for shareholders. The compensation structures take into account: • • • • The capability and experience of the key management personnel; Size of the Group; The key management personnel’s ability to control the performance; and, The group’s exploration success and results of project development. The Board policy is to remunerate Non-Executive Directors at market rates for time, commitment and responsibilities. Directors may also provide consultancy services to the Company and are paid at market rates. Non-Executive Directors may also receive superannuation guarantee contributions mandated by the government which was 9.5% (2019:9.5%) and do not receive any other retirement benefits. On 23rd March 2021, shareholders approved an Incentive Performance Rights and Option Plan (“Plan”) and the participation by Directors in that Plan. Key management personnel and other employees are also entitled to participate in the Plan. Any rights or options issued are valued using standard valuation techniques such as Binomial and Black Scholes methodology. The objectives of the Plan are to reward Directors and senior management in a manner that aligns remuneration with creation of shareholder wealth. The amounts disclosed as part of remuneration for the financial year have been determined by allocating the grant date fair value based on the probability of the vesting conditions being achieved over the life of the rights or options. For the year ended 30 June 2021, the Company only issued Performance Rights to its Managing Director following approval by shareholders at a General Meeting held on 23 March 2021. The Company intends to issue further entitlements under the Plan to its Directors, key executives and other employees during the course of the 2021/22 financial year. Any issues to Directors will be subject to Shareholder Approval. The board has not taken independent advice on the appropriateness of compensation packages but as the company’s number of employees expands, it will take independent advice as required. Company Performance, Shareholder Wealth and Director and Executive Remuneration The remuneration policy has been tailored to increase goal congruence between Shareholders, Directors and Executives. Over time the remuneration package of key management personnel will consist of a performance- based component consisting of the issue of performance rights to encourage the alignment of management and Shareholders’ interests. The Board determines appropriate option or performance rights vesting conditions that includes specific milestones and/or a premium over the prevailing share price to provide rewards over a period of time. During the year the Company’s share price increased from $0.031 at 30 June 2020 to $0.34 at 30 June 2021. 17| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (continued) A summary of the operating losses and share prices at year end for the last five years are as follows: Net loss Share price at year end Loss per share 2017 ($516,972) $0.02 ($0.0055) 2018 ($425,941) $0.02 ($0.0046) 2019 ($423,929) $0.02 ($0.0045) 2020 ($494,626) $0.031 ($0.0051) 2021 ($1,059,866) $0.34 ($0.0034) The policy has been deemed by the Board to be the most appropriate performance-based compensation method for a company in the minerals exploration industry and undertaking studies to transition from explorer to producer. Key Management Personnel The remuneration structure for key management personnel/Directors is based on a number of factors including length of service, particular experience of the individual concerned and the requirements and overall performance of the Company. All non-executive directors have letters of appointment with standard terms and conditions. Mr. Neil Biddle was appointed as an executive Director of the Company on 7 September 2020 and on 1 January 2021 was appointed as Managing Director. The contract as Managing Director was for a term of 12 months with extension by mutual agreement. The contract may be terminated by one month’s prior notice by Mr. Biddle or the Company or a shorter term by mutual agreement. This contract provides for fixed monthly remuneration of $25,000 per calendar month inclusive of superannuation and any other statutory entitlements. During the year the only other personnel directly employed by the Company were two persons on a casual contract basis with a maximum of one month’s prior notice of termination by either party. Key management personnel have no entitlement to termination payments in the event of removal for misconduct. Fixed compensation consists of consists of base compensation (which is calculated on a total cost basis and includes any FBT charges relating to employee benefits), as well as employer contribution to superannuation funds. Compensation levels are reviewed regularly by the Board through a process that considers individual performance against agreed key performance indicators and the overall performance and exploration success of the Group. With respect to long-term incentives, in March 2021, the Company established an Employee Performance Rights and Option Plan. It provides for key management personnel, consultants and staff to receive performance rights and /or options over ordinary shares. Any performance rights or options issued to Directors require prior approval by shareholders. The board will determine the proportion of fixed and variable compensation for each director and key management personnel. The total fair value of the Performance Rights is calculated at the grant date and amounts are allocated to remuneration over the vesting period as applicable. During the year, Performance Rights were only granted to the Managing Director following approval by shareholders at a General Meeting held on 23 March 2021. 18| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (continued) The following table sets out the remuneration for the Directors and key management expensed during the 2021 financial year: 2021 Fixed remuneration Variable remuneration Salaries/ Director/ Consulting Fees $ 97,667 199,153 204,0001 - 179,3251 6,700 - (36,774)2 (33,774)2 616,297 Super Total Perform. Rights Total $ $ $ $ Value of rights as % of Total % - 10,846 - - - - - - - 10,846 97,667 209,999 204,000 - 179,325 6,700 - (36,774) (33,774) 627,143 1,121,451 - - - - - - - 1,121,451 97,667 1,331,450 204,000 - 179,325 6,700 - (36,774) (33,774) 1,748,594 - 84.2% - - - - - - - 64.1% Directors Tony Leibowitz Neil Biddle Elias Khouri Dagmar Parsons Vincent Fayad Steven Gemell Julian Gosse Justin Dibb Phillip Shamieh Total Note 1: Includes bonus of $150,000 approved at General Meeting held on 10/8/2020 Note 2: Represents over-accrual in prior years of directors’ fees to former directors. 2020 Fixed remuneration Variable remuneration Salaries/ Director/ Consulting Fees $ 54,000 24,774 24,774 94,500 36,000 11,170 245,218 Super Total Perform. Rights $ - - - - - - - $ 54,000 24,774 24,744 94,500 36,000 11,170 245,218 $ - - - - - - - Value of rights as % of Total % - - - - - - - Total $ 54,000 24,774 24,744 94,500 36,000 11,170 245,218 Directors Elias Khouri Justin Dibb Phillip Shamieh Vincent Fayad Stephen Gemell Julian Gosse Total 19| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (continued) Performance Rights The Performance Rights granted are to incentivize the personnel to work towards and provide rewards for achieving increases in the Company’s value as determined by the underlying exploration and feasibility results, market price of its shares and length of tenure with the Company. The Company has the following Performance Rights issued to Directors, executives, staff and consultants in existence in the current reporting period. No Performance Rights existed during the prior reporting period. Performance Rights 2021 Grant Date Expiry Date Number Vested during year Rights Exercised Rights Expired 23/3/2021 22/3/2024 15,000,000 - - - Rights Vested at 30/6/21 - Rights Unvested at 30/6/2021 15,000,000 A valuation of the Performance Rights issued during the year was undertaken with the following factors and assumptions being used to determine the fair value of each right on the grant date. In line with good practice a revision of the probabilities is taken at each reporting date. Any changes are reflected in the valuation of the Performance Rights over the vesting period. Class 1 A Performance Rights Number Grant Date Expiry Date 23/3/2021 5,000,000 22/3/2024 Valuation prior to Probability $664,500 Probability Valuation right per 100% $0.1329 Vesting Conditions The 30-day VWAP being greater than 20 cents per share at any time subsequent to the date of the grant and other than for reasons outside the control of the Holder (such as invalidity, bona fide redundancy or death) the holder is engaged with the company for a period of 12 months. Class 1 B Performance Rights Number Grant Date Expiry Date 23/3/2021 5,000,000 22/3/2024 Valuation prior to Probability $641,500 Probability Valuation per right 100% $0.1283 Vesting Conditions The 30-day VWAP being greater than 30 cents per share at any time subsequent to the date of the grant and other than for reasons outside the control of the Holder (such as invalidity, bona fide redundancy or death) the holder is engaged with the company for a period of 12 months. Class 1 C Performance Rights Number Grant Date Expiry Date 23/3/2021 5,000,000 22/3/2024 Valuation prior to Probability $578,500 Probability Valuation per right 100% $0.1157 Vesting Conditions The 30-day VWAP being greater than 40 cents per share at any time subsequent to the date of the grant and other than for reasons outside the control of the Holder (such as invalidity, bona fide redundancy or death) the holder is engaged with the company for a period of 12 months. 20| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (continued) KEY MANAGEMENT PERSONNEL EQUITY HOLDINGS Number of Shares Held by Key Management Personnel: The number of ordinary shares held by Key Management Personnel of the group during the financial year is as follows: 2021 Balance 1 July 2020 Net change Other Balance on appointment or resignation Balance 30 June 2021 15,202,631 27,207,606 Directors Tony Leibowitz1 Neil Biddle1 Elias Khouri Dagmar Parsons2 Vincent Fayad3 Stephen Gemell4 Julian Gosse5 - - 21,419,388 - 1,156,057 - 6,337,882 28,913,327 Note1: Tony Leibowitz and Neil Biddle were appointed on 7 September 2020 Note2: Dagmar Parsons was appointed on 26 June 2021 Note3: Vincent Fayad retired on 27 November 2020 and the amount shown in the balance represents his holding at that date Note4: Stephen Gemell resigned on 7 September 2020 and the amount shown in the balance represents his holding at that date Note5: Julian Gosse resigned on 1 September 2020 and the amount shown in the balance represents his holding at that date 7,560,727 981,781 20,460,401 - 3,031,057 - - 32,033,966 - (4,187,114) - (6,337,882) 31,885,241 22,763,358 28,189,387 41,879,789 - - - - 92,832,534 Rights received as compensation exercised - - - - - - - - - 2020 Balance 1 July 2019 Directors Elias Khouri Vincent Fayad Stephen Gemell1 Julian Gosse2 Justin Dibb3 Phillip Shamieh4 20,601,994 1,156,057 - - 9,242,180 9,242,180 40,242,411 Rights received as compensation exercised - - - - - - - Note1: Stephen Gemell was appointed on 9 March 2020 Note2: Julian Gosse was appointed on 9 March 2020 Note3: Justin Dibb resigned on 9 March 2020 Note4: Phillip Shamieh resigned on 9 March 2020. Net Change Other Balance on appointment or resignation Balance 30 June 2020 817,394 - - - - - 817,394 - - - 6,337,882 (9,242,180) (9,242,180) (12,146,478) 21,419,388 1,156,057 - 6,337,882 - - 28,913,327 21| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (continued) Analysis of Performance Rights Held by Key Management Personnel The number of Performance Rights Held by Key management personnel during the financial year is as follows: 2021 Directors Neil Biddle Balance 1 July 2020 Granted as compensation Vested During the year Balance 30 June 2021 Vested and exercisable - 15,000,000- - 15,000,000 - No Performance Rights were held by Key Management Personnel during the previous financial period Options Held by Key Management Personnel No options were held by Key Management Personnel during the current or prior reporting periods. Key Management Personnel Loans At the date of this report there were no loans or interest payable to any Directors (2020: nil). Related Party Transactions Transactions between related parties are on normal commercial terms and conditions and no more favourable than those available to other parties unless otherwise stated. 22| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (continued) Key management person Transaction Description Transaction Value Year ended 30 June Balance outstanding As at 30 June 2021 $ 2020 $ 2021 $ 2020 $ Mr. Leibowitz and Mr. Biddle are directors of Bardoc Gold Limited Rentals and office support services paid to Bardoc Gold Limited. 14,920 - - - Kalonda Pty Ltd (company associated with Mr. Leibowitz) Hatched Creek Pty Ltd (company associated with Mr. Biddle) Mining Investments Limited (company associated with Mr. Khouri) Gemell Mining Services Pty Ltd (company associated with Mr.Gemell) Director’s fees 97,667 Director’s fees 60,000 Director’s fees 204,000 54,000 Director’s fees 6,700 36,000 Fontanalice Pty Ltd (company associated with Mr. Gosse) Director’s fees Allied Resource Holdings Ltd (company associated with Mr. Dibb) OB Capital Ltd (company associated with Mr. Shamieh) Mr. Fayad – Vince Fayad & Associates Pty Ltd Director’s fees Director’s fees - - - 11,170 24,774 24,774 Director’s fees 158,700 12,000 Mr. Fayad – Vince Fayad & Associates Pty Ltd Provision of services related to various corporate matters. 20,625 82,500 23| G R V – Annual R e p o r t 2 0 2 1 - 10,000 - - - - - - - - - - - - - - - - - 55,000 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (continued) SHARE OPTIONS & PERFORMANCE RIGHTS Unissued Shares under Option At the date of this report, unissued ordinary shares of the Company under option are: Grant Date 30/4/2021 Expiry Date 29/4/2023 Exercise Price $0.35 Number of Options 4,000,000 Performance Rights At the date of this report, the number of Performance Rights of the Company under issue are: Grant Date 23/3/2021 Expiry Date 22/3/2024 Class 1 Number of Rights 15,000,000 End of Audited Remuneration Report. CORPORATE GOVERNANCE STATEMENT The Company’s Corporate Governance Statement is set out on the Company’s website at: https://greenvalemining.com/corporate/governance-policies/ AUDITOR INDEPENDENCE The Auditor’s independence declaration for the year ended 30 June 2021 has been received and can be found on page 25. Signed in accordance with a resolution of the Directors made pursuant to s298 (2) (a) of the Corporations Act 2001. Neil Biddle Director Dated 29th September 2021 24| G R V – Annual R e p o r t 2 0 2 1 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 2021, 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 David Talbot Partner Sydney, NSW Dated: 29 September 2021 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 A.B.N. 54 000 743 555 CONSOLIDATED STATEMEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2021 Note Consolidated 2021 $ Consolidated 2020 $ Revenue from continuing operations Administrative expenses Director emoluments Share based payments expense Exploration and impairment charges LOSS BEFORE INCOME TAX FROM CONTINUING OPERATIONS Income tax benefit 2 3 14 4 5 Loss after income tax expense from continuing operations Profit after income tax expense from discontinued operations 103,609 36 (477,163) (601,672) (1,121,451) - (490,806) - - (3,856) (2,096,677) (494,626) - - (2,096,677) (494,626) 1,036,811 - LOSS AFTER INCOME TAX FOR THE YEAR (1,059,866) (494,626) OTHER COMPREHENSIVE INCOME - - TOTAL COMPREHENSIVE LOSS FOR THE YEAR (1,059,866) (494,626) Loss for the year is attributable to: Owners of Greenvale Mining Limited Non-controlling interest Total comprehensive loss for the year is attributable to: Continuing operations Discontinued operations Owners of Greenvale Mining Limited Continuing operations Discontinued operations Non-controlling interest 26 (1,059,866) - (1,059,866) (2,096,677) 1,036,811 (1,059,866) - - - (494,626) - (494,626) (494,626) - (494,626) - - - Earnings per share for profit from continuing operations attributable to the owners of Greenvale Mining Limited: Basic loss per share (cents) Diluted loss per share (cents) (0.34) (0.34) (0.51) (0.51) 7 7 This consolidated statement is to be read in conjunction with the notes to the financial statements. 26| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 CONSOLIDATED STATEMEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021 Financial CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other assets 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 Note 17(b) 8 9 10 10 11 12 13 Consolidated 2021 $ Consolidated 2020 $ 9,854,270 130,394 50,643 - 10,035,307 3,476,370 71,863 3,548,233 13,583,540 308,906 308,906 308,906 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 13,274,634 2,353,376 24,432,696 1,425,451 - (12,583,513) 13,289,480 - 587,543 (11,523,647) TOTAL EQUITY 13,274,634 2,353,376 This consolidated statement is to be read in conjunction with the notes to the financial statements. 27| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2021 Equity Issued Capital $ Reserves $ Outside equity interests $ Accumulated Losses $ Total Equity $ Balance as at 30 June 2019 12,746,247 23,945 549,790 (10,985,782) 2,334,200 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 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 Equity settled employee payments expense Issue of 2,000,000 options exercisable at $0.05 expiring 1 December 2023 Transfer to Issued Capital upon exercise of options Issue of 4,000,000 options exercisable at $0.35 expiring 29 April 2023 Reversal of minority interest on disposal of subsidiary company Balance as at 30 June 2021 - - 519,288 23,945 - - 13,289,480 - - 10,989,216 (23,945) - - - - - - - - 1,121,451 154,000 154,000 (154,000) - 304,000 (494,626) (494,626) (494,626) (494,626) - - - 519,288 - (5,486) (43,239) (11,523,647) - 2,353,376 (1,059,866) (1,059,866) (1,059,866) (1,059,866) - - - - - 10,989,216 1,121,451 154,000 - 304,000 - - - (5,486) 43,239 587,543 - - - - - - - - 24,432,696 - 1,425,451 (587,543) - - (12,583,513) (587,543) 13,274,634 This consolidated statement is to be read in conjunction with the notes to the financial statements 28| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2021 CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments to suppliers and employees Note Consolidated 2021 $ 6,370 (1,323,061) NET CASH USED IN OPERATING ACTIVITIES 17(a) (1,316,691) Consolidated 2020 $ 36 (305,930) (305,894) CASH FLOWS FROM INVESTING ACTIVITIES Payments for exploration expenditure Proceeds from sale of interest in mining claim Proceeds from sale of shares Payments for plant and equipment Payments for security deposits Proceeds from tenement bond Acquisition of bank account (Knox Resources Limited) NET CASH PROVIDED BY /(USED IN) INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVIES Proceeds from capital raising (net of costs) NET CASH 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) (1,640,584) (148,273) 1,000,000 719,036 (72,465) (2,238) 8,203 - 11,952 11,069,373 11,069,373 9,764,634 89,636 9,854,270 - - - - - 13,335 (134,938) 172,051 172,051 (268,781) 358,417 89,636 This consolidated statement is to be read in conjunction with the notes to the financial statements 29| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING 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 2021 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 29th September 2021 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. 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. C. 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. 30| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS C. INCOME TAX (CONTINUED) 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. D. 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 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. 31| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS E. 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. F. CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise cash balances and call deposits. G. 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. H. 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. 32| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS I. 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. J. 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. K. 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. L. 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. 33| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS M. 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. N. 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. O. COMPARATIVE FIGURES When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. P. OPERATING SEGMENTS Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. Q. DISCONTINUED OPERATIONS A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the statement of profit or loss and other comprehensive income. R. EMPLOYEE BEENFITS Short-term employee benefits: Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits: The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Defined contribution superannuation expense: Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. 34| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS R. EMPLOYEE BEENFITS (CONTINUED) Share-based payments: Equity-settled and cash-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows: during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period. from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date. All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability. Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. 35| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS S. NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET MANDATORY OR EARLY ADOPTED Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2021. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations. 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 36| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING 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. Share-based payment transactions: The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Refer to note 15 for further information. Coronavirus (COVID-19) pandemic: Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the consolidated entity based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the consolidated entity operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic. 2. REVENUE Interest Tenement bond refund Changes in fair value of financial assets TOTAL REVENUE FROM CONTINUING OPERATIONS 3. ADMINISTRATIVE EXPENSES Wages and salaries Consultants’ fees Compliance and legal fees Other administrative expenses TOTAL ADMINISTRATIVE EXPENSES 4. IMPAIRMENT AND EXPLORATION CHARGES Impairment charges Exploration costs TOTAL IMPAIRMENT and EXPLORATION CHARGES 2021 $ 6,370 8,203 89,036 103,609 2021 $ 103,776 170,448 97,633 105,306 477,163 2021 $ - - - 2020 $ 36 - - 36 2020 $ 162,718 137,744 44,790 145,554 490,806 2020 $ - 3,856 3,856 37| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING 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 2021 $ - - - 2020 $ - - - A reconciliation of the income tax expense (benefit) applicable to the accounting loss before income tax at the statutory income tax rate to income tax expense at the Company’s effective income tax rate for the years ended 30 June 2021 and 2020 is as follows: Accounting loss before income tax Income tax using corporate rate of 26% (2020: 27.5%) Increase in income tax expense due to: Non-deductible expenses Tax losses and other timing differences 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 25% (2020: 27.5%): Tax losses Capital losses Timing differences Exploration expenditure 2021 $ 2020 $ (1,059,869) (494,626) (275,566) (136,023) 293,646 (18,080) - 2021 $ 2,653,612 290,011 151,867 (612,890) 2,482,600 136,023 - - 2020 $ 3,241,345 474,309 - - 3,715,654 38| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7. LOSS PER SHARE The calculation of basic loss and diluted earnings per share at 30 June 2021 was based on the loss attributable to ordinary shareholders of $1,059,866 (2020: $494,626) and the weighted average number of ordinary shares outstanding during the financial year ended 30 June 2021 of 311,142,925 (2020: 97,744,333), calculated as follows: Basic and diluted loss per share Weighted average number of ordinary shares used in calculating basic EPS: Fully paid ordinary shares 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 2021 Cents (0.34) 2020 Cents (0.51) 2021 No of shares 2020 No of shares 311,142,925 97,744,333 2021 $ 130,394 - 130,394 2020 $ 31,683 101,058 132,741 (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 2021 $ 50,643 50,643 2020 $ 32,475 32,475 39| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10. EXPLORATION AND EVALUATION EXPENDITURE Note 2021 $ 2020 $ Current Right to receive an interest in the Gold Basin project 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 Carrying amount at end of year - 1,175,018 3,476,370 1,526,878 1,526,878 - 1,949,492 3,476,370 1,023,954 400,903* 102,021 1,526,878 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 Pty Ltd during FY 2020, which owns an Iron Oxide Copper-Gold exploration licences in the Georgina Basin (Northern Territory – Australia). In August 2020, the Company acquired the additional 20% in Knox Resources Pty Ltd, and as at the date of this report, now holds 100% of the issued capital in Knox Resources Pty Ltd. 11. TRADE AND OTHER CREDITORS Current Trade creditors and accruals (note (a)) 2021 $ 308,906 308,906 2020 $ 604,032 604,032 (a) Included in trade and other creditors are accrued directors’ and related party fees of $10,000 (2020: $335,635), other accruals of $53,445 (2020: $40,500) and third-party trade creditors as well as payroll liabilities of $245,461 (2020: $227,897). 40| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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) Issued 28 July 2020 Issued 10 August 2020 Issued 11 August 2020 Issued 11 August 2020 Issued 1 December 2020 Issued 22 March 2021 Issued 26 April 2021 Issued 30 April 2021 Issued 15 June 2021 Less: capital raising costs As at 30 June 2021 a) Ordinary shares fully paid Number of shares 116,694,196 - - - - 112,831,902 4,166,667 2,368,421 34,784,178 70,584,240 34,615,222 1,000,000 15,900,000 1,000,000 - 393,944,826 2021 $ 13,289,480 154,400 - - - 2,143,806 125,000 101,842 660,899 1,341,101 4,499,989 50,000 3,180,000 50,000 (1,163,821) 24,432,696 2020 $ 12,746,247 23,945 162,554 13,047 343,687 - - - - - - - - - - 13,289,480 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 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. 41| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13. RESERVES Options Reserve (a) Share Based Payments Reserve (b) (a) Options Reserve Balance at the beginning of the year Issue of 2,000,000 options exercisable at $0.05 expiring 1 December 2023 Issue of 4,000,000 options exercisable at $0.35 expiring 29 April 2023 Transfer to Issued Capital (Note 12) Balance at the end of the year (b) Share Based Payments Reserve Balance at the beginning of the year Equity settled employee payments expense (refer note 15 (iii)) Balance at the end of the year 2021 $ 304,000 1,121,451 1,425,451 - 154,400 304,000 (154,400) 304,000 - 1,121,451 1,121,451 (c) Movement in options Balance at the beginning of the year Options issued expiring 1 December 2023 at $0.05 (GRVAA) Options issued expiring 30 April 2023 at $0.35 (GRVAO) Options exercised and transferred to contributed equity (GRVAA) Balance at the end of the year (d) Movement in performance rights Balance at the beginning of the year Class 1 Performance rights issued 23 March 2021 and expiring 22 March 2024 Balance at the end of the year 2020 $ - - 23,945 - - (23,945) - - - - - 2,000,000 4,000,000 (2,000,000) 4,000,000 - 15,000,000 15,000,000 42| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14. SHARE-BASED PAYMENTS (i) On 1 December 2020, the Company issued 2,000,000 unlisted options (GRVAA) to acquire shares at $0.05 per share. The options were issued free and were issued to the underwriters of the entitlements issue completed in August 2020 as part of the underwriter’s fee arrangements The options were valued at $0.06176 per option. This value was calculated using the Black Scholes option pricing model applying the following inputs: Exercise Price Share price on grant date Life of option (years) Expiry date Expected share price volatility Risk-free interest rate $0.05 $0.088 3 1 December 2023 133% 0.17% (ii) On 30 April 2021, the Company issued 4,000,000 unlisted options (GRVAO) to acquire shares in the Company at $0.35 per share. The options were issued free and were issued to the brokers of the institutional placement undertaken in April 2021 as part of their fee arrangements. The Options were valued at $0.076 per option. This value was calculated using the Black Scholes option pricing model applying the following inputs: Exercise Price Share price on grant date Life of option (years) Expiry date Expected share price volatility Risk-free interest rate $0.35 $0.225 2 30 April 2023 86% 0.07% 43| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14. SHARE-BASED PAYMENTS (CONTINUED) (iii) On 23 March 2021, the Company issued 15,000,000 Class 1 Performance rights. The performance and vesting conditions for the Performance Rights are as follows: Class Number Market Vesting conditions 1A 5,000,000 The Company’s share price achieving a 30-day volume weighted average price (VWAP) greater than $0.20 per share at any time subsequent to the grant 1B 5,000,000 The Company’s share price achieving a 30-day volume weighted average price (VWAP) greater than $0.30 per share at any time subsequent to the grant 1C 5,000,000 The Company’s share price achieving a 30-day volume weighted average price (VWAP) greater than $0.40 per share at any time subsequent to the grant Further to the above market vesting conditions, the terms and conditions of the Performance Rights stipulate a non-market vesting condition relating to the holder remaining engaged with the Company as a Director or employee for a continuous period of 12 months from date of appointment. These were independently valued using a Monte Carlo simulation model and were based on the following inputs: Share price at grant date Exercise price $0.175 nil Share price target Class 1A 30-day VWAP greater than $0.20 Share price target Class 1B 30-day VWAP greater than $0.30 Share price target Class 1C 30-day VWAP greater than $0.40 Term Performance measurement and time vesting periods 3 years for all tranches 3 years for all tranches Volatility Risk free rate Dividend yield Exercise multiple 110% 0.10% Nil 2.8 times 44| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14. SHARE-BASED PAYMENTS (CONTINUED) The values of the Performance Rights by class based on each milestone (before any non-market vesting adjustments) were: Class Number Value per instrument $ 1A 1B 1C Total 5,000,000 0.1329 5,000,000 0.1283 5,000,000 0.1157 Total Value $ 664,500 641,500 578,500 1,884,500 As the values are expensed over the term of the vesting period (from 23 March 2021 to 6 September 2021), the amount expensed for the financial year ended 30 June 2021 is $1,121,451 and an amount of $763,049 will be expensed in the financial year ending 30 June 2022. 15. FINANCIAL RISK MANAGEMENT a) Financial risk management policies The Group’s financial instruments consist mainly of deposits with banks. 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. 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. 45| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15. FINANCIAL RISK MANAGEMENT (CONTINUED) 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 2021 Financial Assets Cash and cash equivalents Trade and other receivables Financial Liabilities Trade and other payables 30 June 2020 Financial Assets Cash and cash equivalents Financial Liabilities Trade and other payables Long-term payables II. Fair values Effective Interest Rate 2021 % Carrying Amount 2021 $ Contractual Cash Flows 2021 $ 0.2% - 9,854,270 130,394 - 308,906 - - - Effective Interest Rate 2020 % Carrying Amount 2020 $ Contractual Cash Flows 2020 $ 1.50 89,636 - - 604,032 - - - - Within 1 Year 2021 $ 9,854,270 130,394 308,906 Within 1 Year 2020 $ 89,636 604,032 - 1 to 5 Years 2021 $ - - - 1 to 5 Years 2020 $ - - - 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. 46| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16. CONTROLLED ENTITES Name Principal Activity Country of Incorporation Share Class Ownership Interest 2021 2020 Unlisted Companies Greenvale Gold Pty Limited Investment Australia ` Ordinary 100.00% 100.00% Knox Resources Limited Mineral exploration Australia Ordinary 100.00% 80.00% Alpha Resources Pty Ltd Greenvale Gold Basin Pty Limited *Greenvale Holdings Inc. *Greenvale Investments LLC Basin Basin Gold Gold Dormant Dormant *Greenvale Tenement Co LLC Dormant Mineral exploration Australia Ordinary 99.99% 99.99% Mineral exploration Australia Ordinary USA USA USA Ordinary Ordinary Ordinary - - - - 50.01% 50.01% 50.01% 50.01% * Such entities were incorporated for the purpose of establishing the Greenvale Gold Basin Pty Limited joint venture. Such entities have not traded since incorporation and were disposed of during the financial year via the sale of Greenvale Gold Basin Pty Limited (refer Note 26). 47| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING 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 Depreciation Share based payments expense Surplus on disposal of subsidiary company Operating expenses settled by way of share issues - - - - - 2021 $ 2020 $ (1,059,866) (494,626) - 122 1,121,451 (1,036,811) 240,095 659 - - - - Changes in assets and liabilities: - - - (Decrease)/Increase in trade payables (467,041) 307,294 Decrease/(Increase) in trade and other receivables Decrease/(Increase) in other assets (96,473) (18,168) (112,777) (6,444) NET CASH USED IN OPERATING ACTIVITIES (1,316,691) (305,894) (b) Reconciliation of cash and cash equivalents Cash at bank 9,854,270 89,636 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 2021. 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 2021 $ 616,297 10,846 1,121,451 1,748,594 2020 $ 245,218 - - 245,218 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. 48| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 19. KEY MANAGEMENT PERSONNEL COMPENSATION (CONTINUED) 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. 20. 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 Balance outstanding As at 30 June 2021 $ 2020 $ 2021 $ 2020 $ Mr. Leibowitz and Mr. Biddle are directors of Bardoc Gold Limited Rentals office and support services paid to Bardoc Gold Limited. 14,920 Kalonda Pty Ltd (company with Mr. associated Leibowitz) Hatched Creek Pty Ltd (company associated with Mr. Biddle) Mining Limited associated Khouri) Investments (company with Mr. Gemell Mining Services Pty Ltd (company associated with Mr.Gemell) Pty Fontanalice Ltd (company associated with Mr. Gosse) Director’s fees 97,667 Director’s fees 60,000 Director’s fees 204,000 54,000 Director’s fees 6,700 36,000 Director’s fees - 11,170 49| G R V – Annual R e p o r t 2 0 2 1 - - - - 10,000 - - - - - - - - - - GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20. RELATED PARTY AND KEY MANAGEMENT PERSONNEL TRANSACTIONS (CONTINUED) Key management person Transaction Description Transaction Value Year ended 30 June Balance outstanding As at 30 June 2021 $ 2020 $ 2021 $ 2020 $ Allied Resource Holdings Ltd (company associated with Mr. Dibb) OB Capital Ltd (company associated with Mr. Shamieh) Vince Fayad & Associates Pty Ltd (company associated with Mr. Fayad) Vince Fayad & Associates Pty Ltd (company associated with Mr Fayad) Alan Boys & Associates Pty Ltd (company associated with Mr. Alan Boys) Director’s fees Director’s fees Director’s fees - - 24,774 24,774 Company secretarial and accounting services Provision of services of Alan Boys and staff to provide Accounting and Company Secretarial services 158,700 12,000 20,625 82,500 82,500 - - - - - - - - - 55,000 - 21. CONTINGENT LIABILITIES There have been no material changes in contingent liabilities since the last reporting date. 50| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 22. COMMITMENTS FOR EXPENDITURE Mineral Tenements In order to maintain the mineral tenements in which the company and other parties are involved, the Company’s 100% subsidiary Knox Resources Ltd as well as its 99.99% subsidiary Alpha Resources Pty Ltd are committed to fulfil the minimum annual expenditure conditions for their licences under which the tenements are granted. The minimum estimated expenditure requirements in accordance with the requirements of the Northern Territory Department of Industry, Tourism and Trade, as well as the Queensland Department of Natural Resources and Mines, are as follows. Payable: - - no later than 1 year between 1 year and 5 years Consolidated 2021 $ 733,100 3,442,055 4,175,155 2020 $ 1,179,400 784,300 1,963,700 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 and represent the best estimate of the expenditure requirements on the understanding that the licenses continue to be held. 23. AUDITORS’ REMUNERATION Auditing and reviewing financial reports Non-audit services – tax compliance The auditor of the financial statements is RSM Australia Partners. 2021 $ 32,820 - 32,820 2020 $ 31,850 - 31,850 51| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 24. SEGMENT REPORTING Identification of Reportable Segments The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Company is managed on the basis of its development and exploration of the group’s mineral interests in the geographical regions of Queensland and Northern Territory, and its corporate activities in Australia. Segment Performance – June 2021 Revenue Interest revenue Other income Total Group revenue Segment profit/(loss) Administrative expenses Director emoluments Share based payments expense Profit from discontinued operations Total Group profit/(loss) Segment assets Cash and cash equivalents Exploration and evaluation expenditure Trade and other receivables Plant and equipment Other assets Total Group assets Segment liabilities Trade and other payables Total Group liabilities Queensland $ Northern Territory $ - - - Corporate Total $ 6,370 97,239 103,609 $ 6,370 97,239 103,609 - - - (2,192) - - - (2,192) (9,596) - - - (9,596) (465,375) (601,672) (1,121,451) 1,036,811 (1,048,078) (477,163) (601,672) (1,121,451) 1,036,811 (1,059,866) 157,705 2,604,922 72,771 - 8,217 2,843,615 61,384 871,448 24,236 71,863 13,357 1,042,288 9,635,181 - 33,387 - 29,069 9,697,637 9,854,270 3,476,370 130,394 71,863 50,643 13,583,540 (165,107) (165,107) (52,048) (52,048) (91,751) (91,751) (308,906) (308,906) 52| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 24. SEGMENT REPORTING (CONTINUED) Segment Performance – June 2020 Queensland Revenue Interest revenue Total Group revenue Segment profit/(loss) Administrative expenses Exploration and impairment charges Total Group profit/(loss) Segment assets Cash and cash equivalents Exploration and evaluation expenditure Trade and other receivables Plant and equipment Other assets Advance on interest in mining claim Total Group assets Segment liabilities Trade and other payables Total Group liabilities Northern Territory $ 14 14 Corporate Total $ 22 22 $ 36 36 (1,100) - (1,086) (489,706) - (489,684) (490,806) (3,856) (494,626) 13,335 609,401 4,007 - 6,787 - 633,530 73,128 917,477* 127,810 - 23,973* 1,175,018* 2,317,406 89,636 1,526,878 132,741 660 32,475 1,175,018 2,957,408 $ - - - (3,856) (3,856) 3,173 - 924 660 1,715 - 6,472 (43,180) (43,180) (7,123) (7,123) (553,729) (553,729) (604,032) (604,032) * Includes Greenvale Gold Basin assets held in the USA as at 30 June 2020. 53| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING 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 2021 $ 9,697,636 2,817,869 12,515,505 91,750 91,750 2020 $ 212,119 2,306,884 2,519,003 552,833 552,833 12,423,755 1,966,170 24,432,696 1,425,451 (13,434,392) 12,423,755 13,289,480 - (11,323,310) 1,966,170 (2,111,082) (2,111,082) (374,655) (374,655) Greenvale Mining Limited does not as at 30 June 2021: hold any deed of cross guarantee for the debts of its subsidiary company (2020: Nil); have commitments for the acquisition of property, plant and equipment (2020: Nil); and have contingent liabilities (2020: Nil). 54| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26. DISCONTINUED OPERATIONS Description On 4 September 2020 the consolidated entity sold Greenvale Gold Basin Pty Ltd, a subsidiary of Greenvale Mining Limited, for cash consideration of $1,000,000, share consideration of $630,000 and other consideration of $1,587, being total consideration received of $1,631,587. This resulted in a profit on disposal after income tax of $1,036,811. Financial performance information Total revenue Total expenses Loss before income tax expense Income tax expense Loss after income tax expense Profit on disposal before income tax Income tax expense Profit on disposal after income tax expense 2021 $ - - - - - 1,036,811 - 1,036,811 Profit after income tax expense from discontinued operations 1,036,811 2020 $ - (115,028) (115,028) - (115,028) - - - - Cash flow information Net cash from operating activities Net cash used in investing activities 2021 $ - 1,000 2020 $ (115,028) - Net increase in cash and cash equivalents from discontinued operations 1,000 (115,028) Carrying amounts of assets and liabilities disposed Exploration and evaluation Total assets Total liabilities Net assets 2021 $ 1,175,018 1,175,018 - 1,175,018 2020 $ - - - - 55| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED A.B.N. 54 000 743 555 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26. DISCONTINUED OPERATIONS (CONTINUED) Details of the disposal Total sale consideration Carrying amount of investment Profit on disposal before income tax Profit on disposal after income tax 27. SUBSEQUENT EVENTS 2021 $ 1,631,587 (594,776) 1,036,811 1,036,811 2020 $ - - - - On 10 August 2021, the Company issued 3,000,000 Performance Rights with an expiry date of 3 August 2021.The Performance rights expire on 3 August 2024. On 13 August 2021 and 20 August 2021, 2,000,000 and 1,000,000 GRVAO options respectively with an expiry date of 29 April 2023 and an exercise price of $0.35 were exercised resulting in the issue of a total of 3,000,000 ordinary shares, raising $1,050,000 before issue costs. On 1 September 2021, Mr. Matthew Healy commenced employment as Chief Executive Officer of the Company. On 7 September 2021, all vesting conditions were met with respect to 15,000,000 Class 1 Performance Rights held by Mr. Neil Biddle, and were from that date fully vested. Other than the above, there has not been any other matter or circumstance occurring subsequent to the end of the financial year, that has significantly affected or may significantly affected or may significantly affect the operations of the Group, the results of those operations, or state of affairs of the Group in future financial years. Declaration 56| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING 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 2021 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: Neil Biddle Director Perth, 29th September 2021 57| G R V – Annual R e p o r t 2 0 2 1 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 2021, 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 2021 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. 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 exploration of evaluation $3,476,3740 as at 30 June 2021 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. Share-Based Payments Refer to Note 14 in the financial statements. During the year, the Group entered into the following share-based payment arrangements: - the issue of 2m unlisted options to the underwriter as part of its fee arrangements for the entitlement issuance of shares; - the issue of 4m unlisted options to the brokers of the institutional placement as part of their fee arrangements; - the issue of 15m performance rights to the executive director. have Management these arrangements in accordance with AASB 2 Share- Based Payments. accounted for We consider this to be a key audit matter because of: - the complexity of the accounting required to value the instruments; 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 relevant exploration area which included an 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. Our audit procedures included, among others:  Reviewing the terms and conditions of the instruments issued;  Reviewing management's expert's valuation their report, giving due consideration independence and capability; to  Engaging an auditor's expert the valuation methodology and report produced, due to the complexity of the valuation and the materiality of the underlying balances; to review  Reviewing the valuation methodology to ensure it is in compliance with AASB 2;  Verifying the mathematical accuracy of the underlying model;  Testing the inputs to the valuation model for reasonableness by critically evaluating the key assumptions used, considering the market, the grant-date share price and current-date share price, the expected volatility in the share price, the - the judgmental nature of inputs into the valuation models, including the likelihood of vesting conditions the appropriate valuation being met, and methodology to apply; - the variety of conditions associated with each instrument; - the non-routine nature of the transactions; - management engaged a third party as expert for the valuation process. vesting period, and the number of instruments expected to vest;  Recalculating the value of the share-based payment expense to be recognised and the reserve balance, for accuracy, factoring in any cancellations, modifications, expiry, or vesting; and  Reviewing the adequacy of relevant disclosures, including the disclosures in respect of judgments made, in the financial statements. the 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 2021, 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. 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 19 to 26 of the directors' report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Greenvale Mining Limited for the year ended 30 June 2021, 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. David Talbot RSM Australia Partners Sydney NSW 29 September 2021 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 23 September 2021. Quotation Listed securities in Greenvale Mining Limited are quoted on the Australian Securities Exchange under ASX code GRV (Fully Paid Ordinary Shares). Class of Shares and Voting Rights There are 1,937 holders of 396,997,168 ordinary fully paid shares of the Company. The voting rights attaching to the ordinary shares are in accordance with the Company’s Constitution being that: (a) each shareholder entitled to vote may vote in person or by proxy, attorney or Representative (b) on a show of hands, every person present who is a Shareholder or a proxy, attorney representative of a shareholder has one vote; and, (c) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by them, or in respect of which they are appointed a proxy, attorney or representative, have one vote for each share held. There are no voting rights attached to the options or rights in the Company. There are no restricted securities or securities subject to ASX or voluntary escrow. There is no current on-market buy-back. Substantial Shareholders The names of the substantial shareholders listed on the Companies register as at 23 September 2021 are: Biddle Partners Pty Ltd Registered address is PO Box 216, North Fremantle WA 6159 Holder of: 27,997,080 fully paid shares Latest notice received: 2 December 2020 Mining Investments Limited Registered address is PO Box 87, Byblos, Lebanon Holder of: 22,460,968 fully paid shares Latest notice received: 22 March 2021 Gun Capital Management Pty Ltd Registered address is PO Box 405, Newport VIC 3015 Holder of: 19,418,821 fully paid shares Latest notice received: 22 March 2021 Kalonda Pty Ltd Registered Address is PO Box 199, Bondi Junction NSW 1355 Holder of: 14,800,000 fully paid shares Latest notice received: 17 August 2020 59| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED (PREVIOUSLY GREENVALE ENERGY LIMITED) A.B.N. 54 000 743 555 ADDITIONAL STATUTORY INFORMATION Distribution of Share and Option Holders (a) Fully Paid Ordinary Shares Size of Holding 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001 and over Total Total Holders 89 434 296 773 345 1,937 Units 40,883 1,205,372 2,401,801 28,913,604 364,435,508 396,997,168 % 0.01 0.3 0.61 7.28 91.8 100% (b) Options Class GRVAO unlisted options with exercise price of $0.35 and expiry 30/4/23 Size of Holding 100,001 over Total Total Holders 1 1 Units 1,000,000 1,000,000 % 100% 100% (c) The number of shareholders holding an unmarketable parcel is 119. Twenty Largest Shareholders The twenty largest shareholders at 23 September 2021 were: NAME OF ORDINARY SHAREHOLDER No. Of ORDINARY SHARES % SHARES HELD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BIDDLE PARTNERS PTY LTD KALONDA PTY LTD GUN CAPITAL MANAGEMENT PTY LTD 1 2 3 4 5 MR ALEX JORDAN GOTHA STREET CAPITAL PTY LTD 6 7 STARBLEND NOMINEES PTY LTD 8 MINING INVESTMENTS LIMITED 9 MOMENTUM NORTH PTY LTD 10 MR JOHN ALEXANDER YOUNG & MRS CHERYL KAYE YOUNG 11 MR SCOTT DOUGLAS AMOS & MRS KAREN ELIZABETH AMOS 12 DONNYBROOK SUPERANNUATION FUND PTY LTD 13 14 COOPS SUPER PTY LTD 15 MR BENJAMIN GORDON PRICE 16 CHURCH STREET TRUSTEES LIMITED 17 MR FLOYD BARRY AQUINO 18 19 WISHART SUPER CORP PTY LTD 20 STEVE COOPER & ASSOCIATES PTY LTD STARCHASER NOMINEES PTY LTD 1 PLUS 4 PTY LTD 32,572,458 27,889,387 20,581,172 19,418,821 10,700,000 10,000,000 7,481,315 7,460,968 6,750,000 6,447,570 6,259,307 5,000,000 4,515,000 4,499,000 4,330,000 4,003,158 3,700,000 3,514,317 3,507,946 3,482,307 192,112,726 8.20 7.03 5.18 4.89 2.70 2.52 1.88 1.88 1.70 1.62 1.58 1.26 1.14 1.13 1.09 1.01 0.93 0.89 0.88 0.88 48.39 Total 60| G R V – Annual R e p o r t 2 0 2 1 GREENVALE MINING LIMITED (PREVIOUSLY GREENVALE ENERGY LIMITED) A.B.N. 54 000 743 555 ADDITIONAL STATUTORY INFORMATION Unquoted Securities (a) Options Expiry Date 30/4/2023 Exercise Price $0.35 Quantity 1,000,000 Number of Holders 1 (b) Performance Rights Expiry Date 22/3/2024 4/8/2024 Class 1 3 Quantity 15,000,000 3,000,000 Number of Holders 1 2 Company Secretary The name of the Company Secretary is Alan Boys. Principal Registered Office The address of the principal registered office in Australia is: 130 Stirling Highway North Fremantle WA 6159 Telephone: +618 6215 0372 Register of Securities Link Market Services Level 12, 680 George Street Sydney NSW 2000 Telephone: +612 82807111 Schedule of Tenements Alpha Project, Queensland Tenement MDL 330 EPM27718 %age Ownership 100% 100% Owned by Alpha Resources Pty Ltd Alpha Resources Pty Ltd Georgina Basin Project, Northern Territory %age Ownership 100% 100% 100% 100% 100% 100% Tenement EL 32281 EL 32282 EL 32283 EL 32285 EL 32286 EL 32289 Owned by Knox Resources Pty Ltd Knox Resources Pty Ltd Knox Resources Pty Ltd Knox Resources Pty Ltd Knox Resources Pty Ltd Knox Resources Pty Ltd Georgina Basin Project, Northern Territory- Under Application Tenement EL 32280 EL 32284 %age Ownership interest of applicant 100% 100% Applicant Knox Resources Pty Ltd Knox Resources Pty Ltd 61| G R V – Annual R e p o r t 2 0 2 1 

Continue reading text version or see original annual report in PDF format above