HAVILAH RESOURCES LIMITED
ABN 39 077 435 520
ANNUAL REPORT
2022
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
Contents
About Havilah
Letter from the Board of Directors
Directors’ Report
Auditor’s Independence Declaration to the Directors of Havilah Resources Limited
Consolidated Financial Statements and Notes
Directors’ Declaration
Independent Auditor’s Report to the Members of Havilah Resources Limited
Additional Securities Exchange Information
Tenement Schedule as at 31 July 2022
Glossary
Key Risks
Corporate Directory
Page
2
4
5
27
28
60
61
64
66
68
69
71
Forward-looking Statements
This Annual Report prepared by Havilah Resources Limited includes forward-looking statements. Forward-
looking statements may be identified by the use of ‘may’, ‘will’, ‘expect(s)’, ‘intend(s)’, ‘plan(s)’, ‘estimate(s)’,
‘anticipate(s)’, ‘continue(s)’, and ‘guidance’, or other similar words and may include, without limitation,
statements regarding plans, strategies and objectives of management, anticipated production or construction
commencement dates and expected costs of production.
Forward-looking statements inherently involve known and unknown risks, uncertainties and other factors that
may cause the Group’s actual results, performance and achievements to differ materially from any future
results, performance or achievements. Relevant factors may include, but are not limited to, changes in
commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand
for production inputs, the speculative nature of exploration and project development, including the risks of
obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social
risks, changes to the regulatory framework within which the Group operates or may in the future operate,
environmental conditions including extreme weather conditions, recruitment and retention of personnel,
industrial relations issues and litigation.
Forward-looking statements are based on the Group and its management’s good faith assumptions relating to
the financial, market, regulatory and other relevant environments that will exist and affect the Group’s business
and operations in the future. The Group does not give any assurance that the assumptions on which forward-
looking statements are based will prove to be correct, or that the Group’s business or operations will not be
affected in any material manner by these or other factors not foreseen or foreseeable by the Group or
management or beyond the Group’s control. Given the ongoing uncertainty relating to the duration and extent of
the COVID-19 pandemic, and the impact it may have on the demand and price for commodities (including
copper and gold), on our suppliers and workforce, and on global financial markets, the Group continues to face
uncertainties that may impact on its operating activities, financing activities and/or financial results.
The consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
Although the Group attempts and has attempted to identify factors that would cause actual actions, events or
results to differ materially from those disclosed in forward-looking statements, there may be other factors that
could cause actual results, performance, achievements or events not to be as anticipated, estimated or
intended, and many events are beyond the reasonable control of the Group. Accordingly, readers are cautioned
not to place undue reliance on forward-looking statements. Forward-looking statements in this Annual Report
speak only at the date of issue. Subject to any continuing obligations under applicable law or the ASX Listing
Rules, in providing this information the Group does not undertake any obligation to publicly update or revise any
of the forward-looking statements or to advise of any change in events, conditions or circumstances on which
any such statement is based.
Cover: Kalkaroo exploration basecamp owned by the Group (photograph courtesy of Geoff Borg – Havilah’s Principal
Environmental Advisor).
Page 1
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
ABOUT HAVILAH
Key Strengths
• Advanced stage multi-commodity mineral portfolio located in northeastern South Australia, near Broken Hill.
• Successful exploration discovery track record combined with a large contiguous ground position in the highly
prospective but under-explored Curnamona Province that is also host to the giant Broken Hill orebody.
Key Assets and Attributes
Copper–gold–cobalt
• Kalkaroo: Kalkaroo is one of the larger undeveloped open pit copper-gold deposits in Australia, based on a
100 million tonne JORC Ore Reserve (90% is in the Proved classification).
• A large mineralised system, with mineralisation occurring in a variety of structural settings and rock types.
• Mutooroo: Comparatively high-grade open pit and underground copper deposit (1.53%) with appreciable
cobalt (20,200 tonnes). Mutooroo is one of the larger and higher-grade undeveloped sulphide cobalt deposits
associated with copper in Australia.
• Considerable exploration discovery upside for resource expansion of both Kalkaroo and Mutooroo deposits
along strike, down-dip and in adjacent areas.
Iron ore
• Maldorky and Grants: Combined JORC Mineral Resource of 451 million tonnes of iron ore in close proximity
to the Barrier Highway and Transcontinental railway line to Port Augusta. With its high-yields (40%) and
high iron recoveries (85%) Maldorky iron ore is amenable to efficient upgrading to a 65% Fe high-quality
product (with relatively low impurities) that potentially could be suitable for pelletising.
• Grants Basin: An Exploration Target* of 3.5-3.8 billion tonnes with a grade range of 24-28% Fe (applying an
18% iron assay cut-off grade) covering only 25% of the known iron ore basin area. Lies adjacent to the
Barrier Highway and Transcontinental railway line.
* Note that the potential quantity and grade of the Exploration Target is conceptual in nature, there has been
insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in
the estimation of a Mineral Resource.
Conflict-free, strategic and/or critical minerals
• Rare earth elements (‘REE’), molybdenum, sulphur, tin and tungsten potential, in association with existing
JORC Mineral Resources for copper, gold, cobalt, iron ore and uranium oxide.
Exploration upside
• ~16,000 km2 of mineral tenements in the Curnamona Province, covering some of the most prospective and
under-explored geological terrain in Australia for copper, gold, cobalt, iron ore, REE and uranium. Refer to
havilah-resources-projects.com/exploration for further information.
Favourable logistics and infrastructure, low sovereign risk, Tier 1 mining jurisdiction 1
• Located in northeastern South Australia in proximity to the Transcontinental railway line, Barrier Highway and
regional mining centre of Broken Hill with its skilled workforce. South Australia has a stable regulatory
environment, is a low sovereign risk jurisdiction, with a mining friendly government that actively encourages
mineral exploration and development. South Australia’s regulatory regime encourages
the highest
ESG (environmental, social and governance) standards.
Experienced technical team
• Havilah’s current technical team has an exceptional track record of exploration success (including the
delineation of 8 JORC Mineral Resources) and has developed and previously operated the Portia gold mine.
Havilah operates its own drilling crew, which has been one of the keys to its cost-effective and successful
exploration.
Key Strategic Objectives
Havilah’s underlying objective that guides all of its activities is to maximise returns to shareholders via strategic
management of its multi-commodity mineral portfolio in South Australia, which is being achieved by:
• Progressively de-risking its advanced mineral projects to attract investment partners via farm-out or asset sale.
• New exploration discoveries on its large and highly prospective Curnamona Province mineral tenement
holding.
Key Risks
Key risks identified by the Board of Directors as being specific to the Group and its operations and reasonably
anticipated by the Board are set out on pages 69 and 70. It is important to note that the risks listed are not an
exhaustive list of the risks relevant to the Group.
1 South Australia was ranked 10th best jurisdiction for global investment attractiveness by the independent
Fraser Institute Annual Survey of Mining Companies 2021.
Page 2
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
Havilah’s deposit, prospect and tenement portfolio in northeastern South Australia, near Broken Hill,
including the location of the Kalkaroo project and Curnamona Province Strategic Alliance Area of
Interest exploration licences.
Page 3
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
LETTER FROM THE BOARD OF DIRECTORS
The Board’s strategic objective is to maximise the fair value of Havilah’s multi-commodity mineral portfolio either
by production, sale or farm-out with suitable well-funded partners. The Kalkaroo Option with OZ Exploration Pty
Ltd (‘OZ Exploration’) is an important first step in potentially achieving this objective.
On 16 May 2022 a conditional binding Terms Sheet was signed with OZ Minerals Limited and OZ Exploration
(together ‘OZ Minerals’) in relation to a Proposed Transaction comprising key elements of the grant of an option
to purchase the Kalkaroo copper-gold-cobalt project (‘Kalkaroo Option’) and a strategic alliance in the copper-
rich Curnamona Province of South Australia. At the general meeting held on 31 August 2022, Havilah sought
and obtained shareholder approval of the Proposed Transaction and disposal of interest in the Kalkaroo copper-
gold-cobalt project in accordance with the Kalkaroo Transaction (the grant and exercise of the Kalkaroo Option).
The Board is very pleased to have formed a strategic alliance with OZ Exploration, which aims to harness the
respective skills of both companies to explore and develop Australia’s next great copper province.
Funding provided under the Curnamona Province Strategic Alliance will allow Havilah to accelerate exploration
for new copper deposits in the Area of Interest tenements that potentially could be additive to Kalkaroo, as well
as advancing our other promising mineral projects south of the Barrier Highway.
Exercise of the Kalkaroo Option by OZ Exploration would result in monetisation of Kalkaroo without Havilah
taking on the longer-term development and financing risks inherent in a large new mining project at this time.
Establishing a new copper hub in the Curnamona Province could also promote regional development in
northeastern South Australia and have potentially significant positive flow on effects within local communities.
The Mutooroo project also offers a significant regional development opportunity with copper and cobalt; as well
as gold and sulphur, if feasible. Mutooroo is one of the larger and higher-grade undeveloped sulphide cobalt
deposits associated with copper in Australia. Pre-feasibility studies of existing copper-cobalt mineral resources
are in progress. Our focus going forward will be on identifying additional high-grade extensions to the current
Mutooroo resource. While copper is the dominant driver of project economics, unlocking the value of cobalt as a
significant by-product credit has the potential to enhance project returns.
The Mutooroo Project Area remains under-explored and highly prospective for copper and cobalt. Evaluation of
existing geological, geophysical and geochemical data has identified many robust copper-cobalt exploration
targets that will be followed up as part of the Mutooroo spoke and hub development concept. Size and grade of
discoveries do not need to be stand-alone as the copper sulphide ore could be additional feed for a proposed
Mutooroo sulphide ore processing plant. Regional copper-cobalt exploration across the Mutooroo Project Area
is just beginning and we are excited by the potential for resource growth.
At Grants Basin, Havilah plans to conduct a shallow reverse circulation resource delineation drilling program at
the western end of the ore deposit, initially targeting a maiden JORC open pit Mineral Resource of at least
0.5 billion tonnes of iron ore. Indications are that Grants Basin is a Pilbara-scale iron ore deposit. The Braemar
iron region in northeastern South Australia is a well-recognised host to several defined iron ore deposits,
including Havilah’s 100% owned Maldorky and Grants iron ore projects. With its high-yield (40%) and high iron
recoveries (85%) Maldorky iron ore is amenable to efficient upgrading to a 65% Fe high-quality product that
potentially could be suitable for pelletising. Havilah intends to unlock the full potential of its iron ore assets, with
the aim of attracting a suitable investment partner with an interest in securing high-grade iron ore feedstock for
'green’ steel.
Another of Havilah’s strategic assets is its ~16,000 km2 tenement holding in the Curnamona Province that is
prospective for a variety of commodities. Maintaining a large strategic tenement holding is fundamentally
important because it gives Havilah the opportunity to replace any JORC Mineral Resources, that it may sell or
farm-out, through new economic discoveries. A key Board objective is to maintain an active program of
exploration work on projects and prospects that have the most potential for new discoveries. This objective will
be greatly assisted by exploration funding provided under the Curnamona Province Strategic Alliance.
We believe the Curnamona Province has yet to realise its full potential.
Economic, geopolitical, and environmental issues have highlighted the need for more secure and sustainable
sources of uranium. Havilah holds an exceptionally well-positioned uranium exploration footprint in the
Curnamona Province and is encouraged by the success of the neighbouring Honeymoon uranium project.
The Board believes Havilah’s uranium assets are undervalued within the current group structure and
accordingly is continuing to pursue a proposed new initial public offering (‘IPO’) to unlock the value of its
uranium assets.
We thank all shareholders, employees and contractors for their continued support as we move forward to realise
the latent value in Havilah’s multi-commodity mineral portfolio for the benefit of all stakeholders.
Simon Gray, Victor Previn and Chris Giles
Page 4
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
The Directors present their report on Havilah Resources Limited and its subsidiaries (the ‘Group’) for the
financial year ended 31 July 2022 (the ‘financial year’). All monetary amounts are presented in Australian
dollars, unless otherwise indicated.
Havilah Resources Limited (‘Havilah’ or ‘Company’) is an Australian public company limited by shares and is
listed on the Australian Securities Exchange (‘ASX’).
Directors
The Directors of the Company at the date of this Directors’ Report are:
Mr Simon Gray (Executive Director – Chairman)
Mr Victor Previn (Independent Non-Executive Director)
Dr Christopher Giles (Executive Director – Technical Director)
Detailed below are the Directors who held office during or since the end of the financial year:
Mr Simon Gray B.Ec (Com) CA
Appointed 9 October 2019
Simon has over 35 years' experience as a chartered accountant including 20 years as a partner with
Grant Thornton, a national accounting firm. During his last 5 years at the firm, he was responsible for the
Grant Thornton Mining and Energy group. Simon retired from active practice during July 2015. His key expertise
lies in audit and risk, valuations, due diligence and ASX listings. Simon currently serves as the Company
Secretary of Nova Eye Medical Limited (ASX: EYE), and Company Secretary and Chief Financial Officer of
Vintage Energy Ltd (ASX: VEN). Simon is also Chair of the Audit and Finance Committee of the Flinders
Medical Research Foundation and is a Director of several unlisted companies. Simon is a member of Chartered
Accountants Australia & New Zealand and a resident of Adelaide.
Special Responsibilities
Member of the Audit and Risk, Nomination, and Remuneration Committees.
Directorships of Other ASX Listed Entities during the Last 3 Years
None.
Havilah Shares and Share Options
198,823 fully paid ordinary shares (including his personally related parties).
2,000,000 unlisted Director share options each with an exercise price of $0.265 expiring on 21 December 2024.
Mr Victor Previn B.Eng
Appointed 9 October 2019
Victor is a professional engineer and one of the original founders of Nova Eye Medical Limited (formerly,
Ellex Medical Lasers Limited). It is listed on the ASX as EYE. His career spans more than 35 years in both the
ophthalmic laser industry and the wider ophthalmic device sector. Victor was responsible for developing and
commercialising the technology platform that is now the core of Nova Eye Medical Limited’s current production.
He has spent more than 3 decades in the ophthalmic laser industry travelling widely throughout Asia, Europe
and the USA in a business development capacity. Victor is a long-term shareholder of Havilah and resides in
Adelaide.
Special Responsibilities
Chairman of the Audit and Risk, Nomination, and Remuneration Committees.
Directorships of Other ASX Listed Entities during the Last 3 Years
Nova Eye Medical Limited.
Havilah Shares and Share Options
2,451,622 fully paid ordinary shares (including his personally related parties).
2,000,000 unlisted Director share options each with an exercise price of $0.265 expiring on 21 December 2024.
Page 5
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Directors (continued)
Dr Christopher Giles B.Sc (Hons), PhD, MAIG
Appointed 11 February 1997
Chris is an internationally experienced exploration geologist having been directly involved in exploration
programs resulting in the discovery of several operating gold mines in various parts of the world, including
Indonesia, Tanzania, and the Tanami and the Eastern Goldfields regions of Australia. Chris was a founding
member of Havilah Resources Limited and has played a key role in the strategic accumulation of the Group’s
mineral tenement holding in the Curnamona Province region of northeastern South Australia. As the
Technical Director for Havilah Resources Limited, Chris has been responsible for ground selection and
overseeing exploration programs contributing to the delineation of 8 new mineral resources within this tenement
area, resulting in Havilah’s present JORC Mineral Resource inventory. Chris is an Executive Director and
continues to provide technical guidance within the business. Chris is a member of the Australian Institute of
Geoscientists and is a resident of Adelaide.
Special Responsibilities
Member of the Audit and Risk, Nomination, and Remuneration Committees.
Directorships of Other ASX Listed Entities during the Last 3 Years
None.
Havilah Shares and Share Options
42,033,909 fully paid ordinary shares (including his personally related parties).
3,000,000 unlisted Director share options each with an exercise price of $0.265 expiring on 21 December 2024.
Company Secretary
Mr Simon Gray. Appointed 25 January 2019.
Meetings of Directors
The following table sets out the number of Directors’ meetings (including meetings of committees of Directors)
held during the financial year and the number of meetings attended by each relevant Director (while they were a
Director or Committee Member).
Meeting
Board of Directors
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
A
B
A
B
A
B
A
B
Director
Mr Simon Gray
Mr Victor Previn
8
8
8
8
3
3
3
3
1
1
1
1
Dr Christopher Giles
A. The number of meetings held during the time the Director held office during the financial year.
B. The number of meetings attended during the time the Director held office during the financial year.
1
3
3
1
8
8
1
1
1
1
1
1
Dividends
No dividends were paid or declared since the start of the financial year, and the Directors do not recommend the
payment of dividends in respect of the financial year.
Principal Activities
The principal activities of the Group during the financial year were exploration for and evaluation of mineral
resources (predominantly copper, gold, cobalt and iron ore) in South Australia. The objective is to translate
exploration success into shareholder value by developing the JORC Ore Reserves and Mineral Resources into
profitable operating mines and/or via sale or farm-out with suitable well-funded partners.
The Group’s activities during the financial year are outlined in the Review of Operations below.
Matters Arising Subsequent to the End of the Financial Year
Other than the matters disclosed in Note 27 of the consolidated financial statements, there has been no matter
or circumstance that has arisen since the end of the financial year, that has significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the
Group in future financial years.
Page 6
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Significant Changes in the State of Affairs
Contributed equity increased by $2,382,020 during the financial year as the result of the issue of ordinary
shares via share placements. Details of the changes in contributed equity are disclosed in Note 18(b) to the
consolidated financial statements.
On 16 May 2022 Havilah Resources Limited and Kalkaroo Copper Pty Ltd signed a conditional binding
Terms Sheet with OZ Minerals in relation to a Proposed Transaction comprising key elements of the grant of an
option to purchase the Kalkaroo copper-gold-cobalt project and a strategic alliance in the copper-rich
Curnamona Province of South Australia.
Other than the matters noted above, no other significant changes in the state of affairs of the Group occurred
during the financial year.
Shares and Share Options
At the date of this Directors’ Report there are 316,639,210 fully paid ordinary shares and 17,516,874 unlisted
share options outstanding. Details of share options outstanding over unissued ordinary shares in the Company
are as follows:
Grant date
11 July 2019 (Employee 1)
11 July 2019 (Employee 1)
3 May 2021 (Employee 1)
21 December 2021 (Employee 2)
21 December 2021 (Director 3)
Total
Number of
share options
Exercise price per
share option
2,910,646
3,006,228
4,400,000
200,000
7,000,000
17,516,874
$0.22
$0.28
$0.25
$0.25
$0.265
Expiry date
11 July 2023
11 July 2023
30 April 2024
30 April 2024
21 December 2024
1 Unlisted share options issued to employees under the Company’s Performance Rights and Share Option Plan.
2 Unlisted share options issued to an employee, pursuant to a resolution approved by shareholders at the 2021
Annual General Meeting, under the Company’s Performance Rights and Share Option Plan.
3 Unlisted share options issued to Directors. The share options issued to Directors were issued pursuant to resolutions
approved by shareholders at the 2021 Annual General Meeting.
For details of share options issued to Directors and other key management personnel of the Group as
remuneration, refer to the Remuneration Report in this Directors’ Report.
Further details of the Performance Rights and Share Option Plan and share options granted during the current
and prior financial years are disclosed in Note 25 to the consolidated financial statements.
Indemnification of Directors, Officers and External Auditor
During the financial year the Group paid a premium in respect of a contract insuring Directors and officers of the
Group against a liability incurred as such by a Director or officer to the extent permitted by the Corporations Act
2001. The contract of insurance specifically prohibits disclosure of the nature of the liability and the amount of
the premium. The Company has entered into an agreement with Directors to indemnify these individuals against
any claims and related expenses that arise as a result of their work in their respective capacities.
The Group has not otherwise, during or since the end of the financial year, indemnified or agreed to indemnify
an officer or external auditor of the Group or of any related body corporate, against a liability, incurred as such
by an officer or external auditor.
Corporate Governance
The Group has adopted fit for purpose systems of control and accountability as the basis for the administration
and compliance of effective and practical corporate governance. These systems are reviewed periodically and
revised if appropriate. The Board of Directors is committed to administering the Group’s policies and procedures
with transparency and integrity, pursuing the genuine spirit of good corporate governance practice. To the
extent they are applicable, the Group has adopted the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (4th Edition). As the Group’s activities transform in size, nature
and scope, additional corporate governance structures will be considered by the Board of Directors and
assessed as to their relevance.
In accordance with the ASX Listing Rules, the Corporate Governance Statement and Appendix 4G checklist as
approved by the Board of Directors are released to the ASX on the same day the Annual Report is released.
The Corporate Governance policies and charters are available under the Corporate Governance tab on the
Company's website.
Page 7
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Environmental Sustainability
Havilah subscribes to the principle of sustainability across all of its operations. This includes minimising
disturbance to the natural environment to the maximum extent practicable and where possible, helping to
improve environmental outcomes through judicious conservation initiatives. Havilah practices this principle on
Kalkaroo Station, which it owns.
Havilah’s ESG (environmental, social and governance) credentials can be found on the Company’s website.
Critical to long-term mining developments in the region is maintaining good relations with all stakeholders,
including pastoralists, native title holders and the general community. Establishing a new copper hub in the
Curnamona Province could promote regional development in northeastern South Australia and have potentially
significant positive flow on effects within local communities.
The Curnamona Province is uniquely located in one of the most favourable places in Australia for combined
wind and solar power generation. It is Havilah’s goal to utilise these natural geographic advantages to maximise
the generation and use of renewable energy.
The worldwide renewable energy transition is expected to create a surge in demand for critical minerals.
These are the commodities with a central role in the drive for a clean energy future - elements such as copper
for energy transmission; cobalt for energy storage; and uranium and REE for wind, solar and nuclear power
energy generation. As a core metal used in renewable energy infrastructure, copper has 4 key properties
(conductivity, ductility, efficiency and recyclability) that make it vital for the renewable energy transition.
By exploring and developing Australia’s next great copper province, Havilah expects to make a contribution in
enabling this energy transition.
Iron ore will also be important in accelerating the worldwide movement from fossil fuels to renewables, given the
essential role of steel in building out renewable energy infrastructure (power grids, electric networks and wind
farms).
Environmental Regulations
The Group carries out exploration and evaluation activities on its mineral exploration tenements and relevant
mining leases in South Australia. The Group’s operations, exploration and evaluation activities are subject to a
range of South Australian and Commonwealth environmental legislation and associated regulations, as well as
site-specific environmental criteria. No material breaches of these compliance conditions occurred during the
financial year.
Proceedings on Behalf of the Company
No person has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for
the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
COVID-19 Pandemic
The Group continues to manage its operations in compliance with COVID-19 regulations issued by State and
Commonwealth authorities. It proactively manages drilling and other field programmes to protect the health and
wellbeing of its personnel, contractors and stakeholders. New COVID-19 variants and infection rates across the
community continue to pose a risk. Accordingly, there are no guarantees that in the future further travel
restrictions and border closings, stay-at-home and quarantine notices, or lockdowns will not be imposed by
government, as events continue to unfold relating to the COVID-19 pandemic, its variants and the availability of
new vaccines.
The financial year was adversely impacted by the availability of Havilah’s drilling crew and technical staff due to
COVID-19 absenteeism, and indirectly via delays in equipment delivery and restrictions in contractor
movements.
Business Strategies and Prospects, Likely Developments and Expected Results of Operations
The Review of Operations sets out information on the business strategies and prospects for future financial
years, refers to likely developments in operations and the expected results of those operations in future financial
years. Information in the Review of Operations is provided to enable shareholders to make an informed
assessment about the business strategies and prospects for future financial years of the Group. Other than the
matters included in this Directors’ Report or elsewhere in this Annual Report, information about other likely
developments in the Group’s operations and the expected results of those operations have not been included.
Details that could give rise to likely material detriment to Havilah, for example, information that is confidential,
commercially sensitive or could give a third party a commercial advantage has not been included.
Page 8
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Review of Operations
Kalkaroo Copper-Gold-Cobalt Project (HAV 100% ownership)
Havilah’s 100% owned Kalkaroo copper-gold-cobalt deposit contains JORC Mineral Resources of 1.1 million
tonnes of copper, 3.1 million ounces of gold and 23,200 tonnes of cobalt. It has an open pit JORC Ore Reserve
of 100 million tonnes of which 90% is in the Proved classification (see JORC tables below). Kalkaroo is one of
the larger undeveloped open pit copper-gold deposits in Australia.
Havilah has already secured the required mining permits (Mining Leases and Miscellaneous Purposes
Licences) for the Kalkaroo project. It also owns the surrounding Kalkaroo Station pastoral lease, a non-mineral
asset on which the Kalkaroo project is located, thus reducing land access risks for the project.
Large-scale open pit copper-gold development opportunities in Australia like Kalkaroo are rare, particularly at a
time of escalating copper usage associated with the worldwide movement towards renewable energy and
electrified transportation.
On 16 May 2022 Havilah signed a conditional binding Terms Sheet with OZ Minerals relating to a Proposed
Transaction comprising the key elements of the grant of an option to OZ Exploration to purchase the Kalkaroo
copper-gold-cobalt project and a strategic alliance to explore for copper in Havilah’s extensive tenement holding
in the Curnamona Province of northeastern South Australia (refer to ASX announcement of 17 May 2022).
The Mutooroo copper-cobalt-gold project and the associated surrounding tenements are excluded from the
Curnamona Province Strategic Alliance, as are Havilah’s iron ore and uranium interests.
Havilah has evaluated many possibilities for development of Kalkaroo and the Board believes the terms
negotiated with OZ Minerals offer the best opportunity to date for Havilah shareholders to potentially realise
fair value for the Kalkaroo project.
The Group also executed full form definitive agreements with OZ Exploration that covered all aspects of the
Proposed Transaction (refer to ASX announcement of 26 July 2022).
The remaining outstanding condition precedent as at 31 July 2022 for the Proposed Transaction to proceed was
approval of the Kalkaroo Transaction by Havilah shareholders. Accordingly, a general meeting of shareholders
was called for 31 August 2022 and associated Notice of Meeting documents prepared (refer to ASX
announcement of 29 July 2022). The Independent Expert’s Report concluded that the Kalkaroo Transaction is
fair and reasonable to, and in the best interests of, shareholders in the absence of a superior offer (refer to
Schedule 4 of the Explanatory Memorandum attached to the Notice of Meeting).
At the general meeting of shareholders held on 31 August 2022, Havilah shareholders overwhelmingly
approved the Proposed Transaction and disposal of interest in the Kalkaroo copper-gold-cobalt project in
accordance with the Kalkaroo Transaction.
During the 18 month Kalkaroo Option period, OZ Exploration plans to undertake and sole fund a study and work
program on the Kalkaroo Tenements (granted Mining Leases and Miscellaneous Purposes Licences) with the
aim of progressing and completing an update to the current Kalkaroo project pre-feasibility study. The results of
the study and work program will assist OZ Exploration in determining whether to exercise the Kalkaroo Option
during the 18 month Kalkaroo Option period. If exercised, OZ Exploration would proceed with the purchase of
100% of the Kalkaroo copper-gold-cobalt project for a consideration payable to the Group of a cash payment of
$205,000,000 at completion, and contingent consideration up to a maximum of $200,000,000 subject to the
satisfaction of the relevant milestones.
OZ Exploration may elect to not exercise the Kalkaroo Option at any time during the 18 month Kalkaroo Option
period provided 5,000 metres has been drilled on the Kalkaroo Tenements or a shortfall payment (metres not
drilled multiplied by $400) is paid to the Group (refer to ASX announcement of 17 May 2022, page 21).
Overall, the Proposed Transaction, as subsequently approved by Havilah shareholders at the 31 August 2022
general meeting, could provide substantial benefits for shareholders over time, as summarised in the following
chart (Figure 1).
Page 9
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Review of Operations (continued)
Kalkaroo Copper-Gold-Cobalt Project (HAV 100% ownership) (continued)
*Note: these two Kalkaroo project contingent payments are conditional on exercise of the Kalkaroo Option, completion of
the acquisition and the milestones stated being achieved. For full details of the terms relating to these contingent
payments refer to the Notice of Meeting released to the ASX on 29 July 2022.
Figure 1 Summary chart of two main pillars of the Proposed Transaction and the possible benefits that could
flow to Havilah.
The Curnamona Province Strategic Alliance provides Havilah with the financial means to intensively explore its
Curnamona Province tenements for new copper deposits that could be complementary to, and supportive of,
a new mining development at Kalkaroo. OZ Exploration will pay the Company $1,000,000 per month for each
month during the Alliance Period up to a maximum of $18,000,000. At least 50% of this amount must be used
for costs and expenses incurred in relation to Strategic Alliance activities aimed at the discovery, location and
delineation of copper dominant mineralisation and any work relating to the possible development and
exploitation of minerals within the defined 12,000 km2 Area of Interest tenement holding (see tenement map,
page 3). The other 50% may be used by Havilah for its general working capital and corporate expenditure as
determined by Havilah, which includes advancing Havilah’s other promising mineral projects south of the
Barrier Highway including the Mutooroo copper-cobalt-gold project and the Grants Basin iron ore project.
During the financial year the revised Program for Environment Protection and Rehabilitation (‘PEPR’) document
for the proposed West Kalkaroo oxidised ore open pit, as required for the Department for Energy and Mining
(‘DEM’) permitting approval, was essentially completed. In light of the above developments with OZ Minerals,
the PEPR document has been withdrawn pending the results of the OZ Exploration study program and whether
it decides to exercise the Kalkaroo Option.
Rare Earth Element Potential at Kalkaroo Project
Havilah has completed a considerable amount of research on the recovery of REE metals from the
West Kalkaroo saprolite gold ore in collaboration with the Future Industries Institute at the University of
South Australia. Bastnasite, a REE carbonate-fluoride mineral, has been identified as the primary REE host in
West Kalkaroo oxidised copper-gold ore samples (refer to ASX announcement of 3 November 2020).
Ongoing laboratory work has focused on how best to integrate bastnasite recovery into the oxidised ore
processing flow sheet. This work was partially funded by an Accelerated Discovery Initiative (‘ADI’) grant, the
results of which are reported on the Department for Energy and Mining SARIG website.
Page 10
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Review of Operations (continued)
Mutooroo Copper-Cobalt-Gold Project (HAV 100% ownership)
Mutooroo is Havilah’s advanced stage copper-cobalt-gold project that is located within commuting distance of
Broken Hill, and 16 km south of the Transcontinental railway line and Barrier Highway. It contains
195,000 tonnes of copper, 20,200 tonnes of cobalt and 82,100 ounces of gold in Measured, Indicated and
Inferred JORC Mineral Resources (see JORC table below). As such, Mutooroo is one of the larger and higher-
grade undeveloped sulphide cobalt deposits associated with copper in Australia.
Cobalt within the Mutooroo resource is contained within the iron sulphide minerals, pyrite and pyrrhotite.
These minerals can be separated and concentrated during the copper sulphide concentration process.
The cobalt-bearing iron sulphides are potentially an attractive grade cobalt feedstock for subsequent processing
to recover cobalt, and also if feasible, significant amounts of associated gold and sulphur. Havilah continues to
investigate the best options for recovery of cobalt contained in the iron sulphide concentrates, to capture
additional project revenue and so potentially improve returns from the Mutooroo project.
Havilah will use a portion of funding received from the Curnamona Province Strategic Alliance to advance the
pre-feasibility study (‘PFS’) on the Mutooroo project. The PFS is based on current JORC Measured Resources,
initially from an open cut mine that potentially transitions to a longer-term underground mining operation.
Seven reverse circulation (‘RC’) drillholes were completed at Mutooroo and reported during the financial year
(refer to ASX announcement of 17 January 2022). This drilling confirmed the presence of 1-5 metre thicknesses
of copper-cobalt massive sulphide lode, consistent with historical records of the sulphide lodes in cross-cuts in
the mine workings in the vicinity. Encouraging grades of copper-cobalt mineralisation included:
Drillhole MTRC232 – 5 metres of 1.01% copper, 0.12% cobalt and 0.09 g/t gold (including 3 metres of
1.67% copper, 0.19% cobalt and 0.12 g/t gold) from 66 metres downhole; and
Drillhole MTRC233 – 5 metres of 1.7% copper, 0.18% cobalt and 0.13 g/t gold (including 2 metres of 2.13%
copper, 0.22% cobalt and 0.19 g/t gold) from 95 metres downhole.
Assay results for a further 12 RC drillholes along strike at Mutooroo were reported after the end of the
financial year. Eight of these drillholes supported the results for the earlier drillholes reported above,
while 4 drillholes effectively closed off the sulphide lode at shallow depths along the southern strike extensions
(refer to ASX announcement of 29 September 2022).
This RC drilling is part of the Mutooroo PFS with the primary objective to test for shallow, open pit copper-cobalt
sulphide resources along strike from the existing Mutooroo resource and conceptual open pit design and below
the shallow oxidised copper ore that was exploited via several historic mine shafts (Figure 2). The results of
these drilling programs will inform a mineral resource update for the Mutooroo project as part of the PFS.
Figure 2 Mutooroo mine long section showing the lode piercement points of RC drillholes completed during the
financial year.
Page 11
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Review of Operations (continued)
Grants Basin, Maldorky and Grants Iron Ore Projects (HAV 100% ownership)
The Braemar iron region in northeastern South Australia is a well-recognised host to several defined iron ore
deposits, including Havilah’s 100% owned Maldorky and Grants iron ore projects. With its high-yield (40%) and
high iron recoveries (85%) Maldorky iron ore is amenable to efficient upgrading to a 65% Fe high-quality product
that potentially could be suitable for pelletising.
The Maldorky project has a JORC Indicated Mineral Resource of 147 Mt of 30.1% iron at an 18% iron cut-off
(see JORC table below). It is located approximately 90 km southwest of Broken Hill, and 26 km south of the
Barrier Highway and Transcontinental railway line. The iron ore resource is contained in a flat tabular deposit
with thin overburden, making it well suited to an open pit mining operation. Granting of the Mining Lease for
Maldorky continues to be dependent on obtaining a signed Native Title Mining Agreement and successful land
access negotiations.
Havilah has previously reported an iron ore Exploration Target* at Grants Basin of 3.5-3.8 billion tonnes of 24-
28% iron (refer to ASX announcement of 5 April 2019). The western end of this Exploration Target* crops out as
a solid body of iron ore at least 270 metres thick from surface.
When drilling capacity becomes available, Havilah plans to conduct a shallow RC resource delineation drilling
program that is designed to convert a portion of the western end Exploration Target* to a maiden JORC open pit
Mineral Resource, initially targeting at least 0.5 billion tonnes of iron ore. The drilling is planned on existing,
infill and extensional lines within the Exploration Target* area, with holes nominally spaced 100 metres along
lines 200 metres apart.
The results from this drilling program will define a maiden JORC open pit iron ore resource for the Grants Basin
iron ore project that will form part of a mining scoping study.
Havilah intends to unlock the full potential of its iron ore assets, with the aim of attracting a suitable investment
partner with an interest in securing high-grade iron ore feedstock for 'green’ steel.
* Note that the potential quantity and grade of the Exploration Target is conceptual in nature, there has been
insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the
estimation of a Mineral Resource.
Figure 3 A several thousand metre shallow RC drilling program is planned at the western end of the
Grants Basin with the objective of defining a maiden JORC open pit iron ore resource that will form part of a
mining scoping study. Additional RC drillholes are also proposed to improve confidence in the existing
Grants iron ore resource and elevate it to JORC Indicated classification (if feasible).
Havilah was not able to commence a resource delineation drilling program during the financial year, as planned,
due to COVID-19 related delays, including a several month delay in taking delivery of a new air compressor.
Page 12
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Review of Operations (continued)
Exploration Strategy
the
One of Havilah’s strategic assets
Curnamona Province, that is prospective for a variety of commodities including several strategic and critical
minerals such as copper, cobalt, molybdenum, sulphur, REE, tin and tungsten. Exploration for new economic
discoveries leveraging off Havilah’s large prospective tenement holding and utilising the Company’s extensive
knowledge base is a key objective.
its ~16,000 km2 under-explored
tenement holding
in
is
Despite hosting the giant lead-zinc-silver ore deposit at Broken Hill, much of the South Australian portion of the
Curnamona Province is under-explored due to extensive sedimentary cover. The geological similarity of the
Curnamona Province to the eastern Gawler Craton and the Mount Isa-Cloncurry Block indicates similar
prospectivity for major ore deposits.
Accordingly, a key Board objective is to maintain an active program of exploration work on projects and
prospects that have the most potential for new discoveries. This objective will be greatly assisted by the
exploration funding provided under the Curnamona Province Strategic Alliance.
Mutooroo Project Area (HAV 100% ownership)
Havilah’s exploration strategy is to discover additional copper-cobalt-gold resources in the Mutooroo Project
Area that could support a central mining and processing operation centred on the Mutooroo copper-cobalt
deposit. Havilah intends to systematically explore the Mutooroo Project Area, with an experienced exploration
geologist presently dedicated to this task.
The Mutooroo Project Area is particularly attractive for exploration owing to the generally thin cover, applicability
of surface geochemical sampling methods and electrical geophysical methods. The area has the major logistical
advantage of being close to Broken Hill, the Barrier Highway and Transcontinental railway line. All known
prospects are located within trucking distance of the Mutooroo copper-cobalt deposit and the terrain is generally
flat.
Evaluation of existing geological, geophysical and geochemical data for the Mutooroo Project Area has
identified many robust copper-cobalt exploration targets on several priority prospects (Figure 4) that will be
followed up during 2022, as part of the Mutooroo spoke and hub development concept, subject to drilling rig
availability and weather conditions.
Figure 4 Locations of the Mutooroo copper-cobalt deposit and known prospects within the highly prospective
Mutooroo Project Area.
Page 13
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Review of Operations (continued)
Jupiter MT and Benagerie Dyke (HAV 100% ownership)
The Benagerie Dyke is a prominent linear magnetic feature that extends for at least 28 km along the interpreted
western rifted margin of the Benagerie Ridge (Figure 5). Its origin is unknown as it has never been drilled, but
the geometry suggests that it could represent a mafic/ultramafic intrusive complex. If so, it could be prospective
for the Julimar style PGE-Ni-Cu-Co-Au mineralisation that was discovered near Perth during March 2020.
The Exploration Drilling - Benagerie Dyke project has been approved for ADI matched funding of $175,000 to
assist Havilah to undertake geophysical surveying and follow-up drill testing, with the objective of determining
the origin of the Benagerie Dyke and its mineralisation potential (refer to ASX announcement of 22 June 2022).
The Benagerie Dyke coincides with the C2 magnetotelluric (‘MT’) conductive feature (Figure 6), which lies
above the major deep crustal C1 conductor that was defined by a previous ADI collaborative study (Jupiter MT
Anomaly Definition Study) with The University of Adelaide. It is also marked by a deep-seated magnetic
susceptibility feature. A full copy of the Jupiter MT ADI report is available on the Department for Energy and
Mining SARIG website.
Figure 5 Benagerie Dyke, indicated by a prominent linear aeromagnetic feature located near the western-rifted
margin of the Benagerie Ridge, which could represent a mafic/ultramafic intrusive complex with PGE-Ni-Cu-Co-
Au mineralisation potential by analogy with the Julimar discovery in Western Australia.
Page 14
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Review of Operations (continued)
Jupiter MT and Benagerie Dyke (HAV 100% ownership) (continued)
Figure 6 Location of a major conductive zone at 15-30 km depth in the earth’s crust (C1), above which are
several shallower conductive zones that are possible vectors for mineralisation, namely Benagerie Dyke (C2)
and Jupiter (C3).
Exploration and Possible Development of Uranium Interests (HAV 100% ownership)
Economic, geopolitical and environmental issues have highlighted the need for more secure and sustainable
sources of uranium. Between an anticipated supply shortage, rising international tensions threatening existing
supply chains and rising longer-term demand, there is a sense that the uranium market may be entering a more
buoyant period. Longer-term it is apparent there is a need to discover and develop new uranium mines.
Havilah holds significant uranium assets located in the highly prospective Frome Basin region of northeastern
South Australia, as documented on the Company’s website. This tier 1 uranium province hosts several
substantial sand-hosted uranium deposits including the Beverley, Beverley North and Four Mile mines and the
Honeymoon restart uranium project. Havilah believes its uranium assets are undervalued within the current
Group structure and has previously announced its intention to demerge its uranium assets and sponsor an IPO
of its uranium assets via its wholly owned subsidiary, NU Energy Resources Pty Ltd (refer to ASX
announcement of 9 November 2021).
Preparation of a draft IPO prospectus, including an independent geologist’s report, relevant due diligence,
potential selection of directors and engagement with brokers advanced during the financial year.
This process was delayed because of the recent unfavourable market conditions for new mineral related IPOs
and also because of senior management’s focus on finalising the Proposed Transaction details with
OZ Minerals. It still remains Havilah’s intention to proceed with the uranium assets’ IPO at the earliest
favourable market opportunity, subject to final approval by the Havilah Board plus ASX and other regulatory
approvals.
Page 15
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
JORC Ore Reserves as at 31 July 2022
Project
Classification
Tonnes
(Mt)
Copper
%
Gold
g/t
Copper tonnes
(kt)
Gold ounces
(koz)
Kalkaroo
1
Proved
Probable
Total
90.2
9.9
100.1
0.48
0.45
0.47
0.44
0.39
0.44
430
44
474
1,282
125
1,407
JORC Mineral Resources as at 31 July 2022
Project
Classification
Resource
Category
Tonnes
Copper
%
Cobalt
%
Gold
g/t
Copper
tonnes
Cobalt
tonnes
Gold
ounces
Measured
Oxide
Oxide
Sulphide
Copper-
Cobalt-Gold
Sulphide
Copper-
Cobalt-Gold
Sulphide
Copper-
Cobalt-Gold
Sulphide
Copper-
Cobalt-Gold
Total
Mutooroo
Oxide Gold
Cap
Oxide Gold
Cap
Oxide Gold
Cap
Oxide Gold
Cap
Sulphide
Copper-Gold
Sulphide
Copper-Gold
Sulphide
Copper-Gold
Sulphide
Copper-Gold
Total
Kalkaroo
Cobalt
Sulphide 4
All
Categories
(rounded)
Mutooroo
2
Kalkaroo
3
Total
Measured
Indicated
Inferred
Total
Measured
Indicated
Inferred
Total
Measured
Indicated
Inferred
Total
Inferred
Total All Projects
Project
Classification
Maldorky 5
Grants 6
Total All
Projects
Indicated
Inferred
All categories
Project
Classification
Oban 7
Inferred
598,000
598,000
0.56
0.56
0.04
0.08
0.04
0.08
3,300
3,300
200
200
1,500
1,500
4,149,000
1.23
0.14
0.18
51,000
5,800
24,000
1,697,000
1.52
0.14
0.35
25,800
2,400
19,100
6,683,000
1.71
0.17
0.17
114,300
ISD
ISD
12,529,000
1.53
0.16
0.20
191,700
20,000
80,600
13,127,000
12,000,000
6,970,000
2,710,000
21,680,000
195,000
20,200
82,100
,400
138,900
59,200
514,500
0.82
0.62
0.68
0.74
85,600,000
0.57
0.42
487,900
1,155,900
27,900,000
0.49
0.36
136,700
322,900
110,300,000
0.43
0.32
474,300
1,134,800
223,800,000
0.49
0.36
1,096,600
245,480,000
1,096,600
2,590,300
3,104,800
193,000,000
0.012
23,200
258,607,000
1,291,600
43,400
3,186,900
Tonnes
(Mt)
147
304
451
Tonnes
(Mt)
8
Iron
(%)
30.1
24
Fe concentrate
(Mt)
59
100
159
Estimated
yield
40%
33%
eU3O8 (ppm)
Contained eU3O8 (Tonnes)
260
2,100
There were no changes in the JORC Ore Reserves and Mineral Resources as at 31 July 2022 compared with 31 July 2021.
Numbers in above tables are rounded. Ore Reserves are a subset of the Mineral Resources.
Footnotes to 2022 JORC Ore Reserves and Mineral Resource Tables
1 Details released to the ASX: 18 June 2018 (Kalkaroo)
2 Details released to the ASX: 18 October 2010 and 5 June 2020 (Mutooroo)
3 Details released to the ASX: 30 January 2018 and 7 March 2018 (Kalkaroo)
4 Note that the Kalkaroo cobalt Inferred Resource is not added to the total tonnage
5 Details released to the ASX: 10 June 2011 applying an 18% Fe cut-off (Maldorky)
6 Details released to the ASX: 5 December 2012 applying an 18% Fe cut-off (Grants)
7 Details released to the ASX: 4 June 2009 applying a grade-thickness cut-off of 0.015 metre % eU3O8 (Oban)
Page 16
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Summary of Governance Arrangements and
Ore Reserves and Mineral Resources
Ore Reserves and Mineral Resources are estimated by suitably qualified employees and consultants in
accordance with the JORC Code, using industry standard techniques and internal guidelines for the estimation
and reporting of Ore Reserves and Mineral Resources. These estimates and the supporting documentation
were reviewed by a suitably qualified Competent Person prior to inclusion in this Annual Report.
in Place for the Reporting of
Internal Controls
Competent Person’s Statements
The information in this Annual Report that relates to Exploration Targets, Exploration Results, Mineral
Resources and Ore Reserves is based on data compiled by geologist Dr Christopher Giles, a Competent
Person who is a member of The Australian Institute of Geoscientists. Dr Giles is a Director of the Company, a
full-time employee and is a substantial shareholder. Dr Giles has sufficient experience, which is relevant to the
style of mineralisation and type of deposit and activities described herein, to qualify as a Competent Person as
defined in the 2012 Edition of ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves’. Dr Giles consents to the inclusion in this Annual Report of the matters based on his information
in the form and context in which it appears. Information for the Kalkaroo Ore Reserve & Mineral Resource and
the Mutooroo Inferred cobalt & gold Mineral Resources complies with the JORC Code 2012. All other
information was prepared and first disclosed under the JORC Code 2004 and is presented on the basis that the
information has not materially changed since it was last reported. Havilah confirms that all material assumptions
and technical parameters underpinning the reserves and resources continue to apply and have not materially
changed.
Except where explicitly stated, this Annual Report contains references to prior Exploration Targets and
Exploration Results, all of which have been cross-referenced to previous ASX announcements made by
Havilah. The Company confirms that it is not aware of any new information or data that materially affects the
information included in the relevant ASX announcements.
Financial Position
At the end of the financial year the Group had a cash and cash equivalents balance of $1,610,201
(31 July 2021: $4,007,410).
The Group’s working capital, being current assets less current liabilities, decreased from a net current asset
surplus of $2,737,221 as at 31 July 2021 to $760,932 as at 31 July 2022 predominantly as a result of
expenditure on the Group’s exploration projects.
The Group’s equity investment in ASX listed Auteco Minerals Ltd as at 31 July 2022 was valued at $240,917
(31 July 2021: $540,834).
Exploration and evaluation expenditure carried forward increased during the financial year to $39,048,268
primarily due to $1,932,120 incurred on Kalkaroo, Mutooroo and iron ore tenements; partially offset by the
recognition of $230,776 on completion of two of the ADI grants.
A new more powerful air compressor was acquired during the financial year for the drilling rig operated by
Havilah, at a cost of $193,500. Its installation had been delayed by shipping transport bottlenecks associated
with the COVID-19 pandemic. The new air compressor will increase productivity and the efficiency of the drilling
rig operated by Havilah.
The Kalkaroo Station pastoral lease, on which the Kalkaroo deposit is situated, continues to be carried at cost
($2,241,043) in property, plant and equipment. Cockburn, South Australia property purchased during the
financial year for $61,000 (freehold land $22,000 and buildings $39,000) will be redeveloped and used as an
exploration camp and depot for Mutooroo Project Area and iron ore exploration in the region.
The Group’s total liabilities decreased predominantly due to final settlement with the Australian Tax Office
(‘ATO’) on a prior financial period Research & Development amendment, a movement in deferred grants and
partial settlement of trade and other payables; partially offset by an increase in borrowings and provision for
employee benefits.
The Group was awarded an ADI grant amounting to $175,000 during the financial year (2021: two ADI,
$275,000) provided on a matching dollar-for-dollar expenditure basis, from the South Australian government. Of
these amounts $158,309 (2021: $111,500) was received during the financial year under the ADI advanced
payment arrangement.
The Company issued 10,321,982 new fully paid ordinary shares during the financial year, with contributed
equity increasing by $2,382,020 as at 31 July 2022. Funds were raised for general administration and/or
ongoing working capital requirements.
Page 17
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Cash Flows
Operating activities resulted in net cash outflows of $2,804,217 for the financial year (2021: $1,530,776),
predominantly for payments to suppliers and employees $2,297,688 (2021: $1,696,367), payments for
exploration and evaluation expenditure expensed $383,904 (2021: $398,878), payment of Research &
Development amendment $158,706 (2021: $Nil), and interest and other costs of finance paid $18,736
(2021: $9,860); partially offset by receipts from customers $54,777 (2021: $254,665), COVID-19 grants received
$Nil (2021: $207,800), and government grants received for exploration activities $Nil (2021: $111,500).
Net cash outflows from investing activities of $2,015,263 (2021: $1,793,421) for the financial year were primarily
associated with payments for exploration and evaluation expenditure of $1,932,383 (2021: $1,777,334) on the
Group’s exploration projects and payments for property, plant and equipment $476,668 (2021: $16,087);
partially offset by government grants received for exploration activities $158,309 (2021: $Nil) and proceeds from
disposal of non-current assets $235,479 (2021: $Nil).
Financing activities resulted in net cash inflows of $2,422,271 (2021: $5,847,883) for the financial year,
predominantly associated with proceeds
fully paid ordinary shares $2,400,020
(2021: $6,006,400) and proceeds from borrowing $57,779 (2021: $Nil); partially offset by payment of ordinary
share issue costs $18,000 (2021: $83,120), and repayments of borrowings of $17,528 (2021: $75,397).
issue of new
from
The financial year ended with a net decrease in cash and cash equivalents of $2,397,209 (2021: net increase
$2,523,686).
Financial Results
The consolidated result of
(2021: $2,361,870).
the Group
for
the
financial year was a
loss after
tax of $2,927,574
Fair value loss of $299,917 (2021: $319,583) was from the Group’s equity investment in Auteco Minerals Ltd,
classified as fair value through profit or loss (‘FVTPL’).
Expenses for the financial year includes net employee benefits expense of $1,680,506 (2021: $1,450,748),
which includes share-based payments expense of $449,287 (2021: $381,135) associated with unlisted share
options. The loss for the financial year also includes exploration and evaluation expenditure expensed of
$383,904 (2021: $398,878) and significant one off costs were incurred with respect to legal and technical fees in
negotiating and signing the agreements with OZ Minerals $256,658 (2021: $Nil).
Partially offsetting the loss for the financial year was revenue associated with Portia Gold Mine royalty revenue
of $54,777 (2021: $149,480); and other income associated with interest income of $40 (2021: $364), COVID-19
grants received $Nil (2021: $207,800), diesel fuel rebates received $17,280 (2021: $25,836), net settlement with
the ATO $Nil (2021: $267,062) which includes consulting costs in negotiating the outcome, and gain on disposal
of non-current assets $224,756 (2021: $Nil).
Page 18
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Remuneration Report (Audited)
This Remuneration Report, which forms part of this Directors’ Report, sets out information about the
remuneration of the Group’s key management personnel for the financial year. The term ‘key management
personnel’ refers to those persons having authority and responsibility for planning, directing and controlling,
directly or indirectly, the activities of the consolidated entity.
The information provided in this Remuneration Report has been audited by the Company’s external auditor,
as required by Section 308(3C) of the Corporations Act 2001.
The prescribed details for each person covered by this Remuneration Report are detailed below under the
following sections:
Section 1. Key Management Personnel Details
Section 2. Remuneration Policy
Section 3. Relationship between the Remuneration Policy and Group Performance
Section 4. Remuneration of Key Management Personnel
Section 5. Key Terms of Employment Contracts
Section 6. Statutory Reporting
Section 1. Key Management Personnel Details
The following persons acted as Directors or other key management personnel of the Group during the financial
year:
Position
Term
Directors
Mr Simon Gray
Executive Director – Chairman, Company Secretary,
Chief Financial Officer
Full financial year
Mr Victor Previn
Independent Non-Executive Director
Full financial year
Dr Christopher Giles
Executive Director – Technical Director
Full financial year
Other Key Management Personnel
Mr Richard Buckley
Senior Mine Planning Engineer
Full financial year
The named persons held their current position for the whole of the financial year and since the end of the
financial year.
Section 2. Remuneration Policy
The Group embodies the following criteria in its remuneration framework:
(i) performance-based and aligned with the Group’s vision, values and overall business objectives;
(ii) designed to motivate Directors and executives to pursue the Group’s long-term growth and success; and
(iii) demonstrate a clear relationship between the Group’s overall performance and the performance of
executives and employees.
The objectives of the Remuneration Committee are to support and advise the Board of Directors on
remuneration matters and oversee the setting of remuneration policy, fees and remuneration packages for
Directors and senior executives. Where possible, the Remuneration Committee should comprise at least
3 members, the majority being Independent Non-Executive Directors.
In response to circumstances presented to it during the financial year ended 31 July 2020, Havilah significantly
reduced its operating costs. This resulted in consolidation of the roles of management, with a Board that is more
involved in the operations. As a result, it has been unable to meet the criteria for having a majority of
Remuneration Committee members being independent.
Page 19
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Remuneration Report (Audited) (continued)
Section 2. Remuneration Policy (continued)
It is the responsibility of the Remuneration Committee to review and make recommendations to the Board on:
(a) the remuneration packages of all Directors and senior executives, including terms and conditions offered to
all new appointees to these roles;
(b) the adoption of appropriate long-term and short-term incentive and bonus plans, including regular review of
the plans and the eligible participants; and
(c) staff remuneration and incentive policies and practices.
The full objectives and responsibilities of the Remuneration Committee are documented in the charter approved
by the Board of Directors and is available under the Corporate Governance tab on the Company’s website.
Non-Executive Directors’ fees are determined within an aggregate Directors’ fee pool limit, which is periodically
approved by shareholders. Total remuneration for all Non-Executive Directors, last voted upon by shareholders
at the 2016 Annual General Meeting, is not to exceed $300,000 per annum.
At the 2021 Annual General Meeting a resolution that the Remuneration Report for the financial year ended
31 July 2021 be adopted was put to the vote, and received a 93.61% vote (cast on a poll) in favour.
Section 3. Relationship between the Remuneration Policy and Group Performance
Due to the current size and nature of the Company, the Board of Directors does not consider a link between
remuneration and Group financial performance is appropriate.
The tables below set out summary information about the Group’s earnings and movements in shareholder
wealth to 31 July 2022:
Financial Year Ended 31 July:
2022
$
2021
$
2020
$
2019
$
Revenue
54,777
149,480
123,213
843,178
Loss for financial year
(2,927,574)
(2,361,870)
(4,726,429)
(7,337,693)
Financial Year Ended 31 July:
2022
Cents
Share price at beginning of financial year
20.5
Share price at end of financial year
25
2021
Cents
19
20.5
2020
Cents
15
19
2019
Cents
22
15
Basic and diluted loss per ordinary share
(0.95)
(0.80)
(1.90)
(3.36)
Page 20
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Remuneration Report (Audited) (continued)
Section 4. Remuneration of Key Management Personnel
Financial Year
Ended
31 July 2022
Short-term employee benefits
Post-
employment
benefits
Long-term
employee
benefits
Share-based
payments
expense
Salary &
fees
Annual
leave
Non-
monetary
Superannua-
tion
Directors
Mr Simon Gray
Mr Victor Previn
$
$
80,000
30,000
6,137
-
Dr Christopher Giles
175,000
13,425
Other Key Management Personnel
$
-
-
8,2632
Mr Richard Buckley
250,000
-
-
Total
535,000
19,562
8,263
$
8,031
3,012
17,567
23,419
52,029
Long
service
leave
$
-
-
-
Share
options 1
Total
$
$
117,278
211,446
117,278
150,290
175,917
390,172
6,233
6,233
292
279,944
410,765
1,031,852
Financial Year
Ended
31 July 2021
Short-term employee benefits
Post-
employment
benefits
Long-term
employee
benefits
Share-based
payments
expense
Salary &
fees
Annual
leave
Non-
monetary
Superannua-
tion
Long
service
leave
Share
options 1
Directors
Mr Simon Gray
Mr Victor Previn
$
$
80,000
30,000
6,069
-
$
-
-
Dr Christopher Giles
175,000
13,277
6,2162
Other Key Management Personnel
Mr Richard Buckley
250,005
Total
535,005
11,255
30,601
-
6,216
$
7,646
2,867
16,726
22,751
49,990
$
-
-
-
$
-
-
-
Total
$
93,715
32,867
211,219
6,182
6,182
87,991
378,184
87,991
715,985
1 The value of share options granted to key management personnel as part of their remuneration is calculated as at
the grant date using a binomial option pricing model. The amounts disclosed as part of remuneration for the financial
year have been determined by allocating the grant date value on a straight-line basis over the period from grant date
to vesting date. For share options that vest immediately, the value is disclosed as an expense immediately. Share
options do not represent cash payments to Directors and other key management personnel. Share options granted
may or may not be exercised by Directors and other key management personnel.
2 Provision of Company funded vehicle.
Page 21
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Remuneration Report (Audited) (continued)
Section 4. Remuneration of Key Management Personnel (continued)
The relative proportions of those elements of remuneration of key management personnel that are fixed and
those consisting of share options are as follows:
Fixed remuneration
Remuneration as share options 1
Directors
Mr Simon Gray
Mr Victor Previn
Dr Christopher Giles
2022
2021
45%
22%
55%
100%
100%
100%
Other Key Management Personnel
Mr Richard Buckley
100%
76.7%
2022
55%
78%
45%
0%
2021
0%
0%
0%
23.3%
1 The percentage of total remuneration consisting of share options, based on the value of share options expensed in
the consolidated statement of profit or loss and other comprehensive income during the financial years.
Performance Rights and Share Option Plan
The Board of Directors approved the Performance Rights and Share Option Plan (‘Plan’) during March 2019.
The Plan’s purposes are to:
(a) provide incentive to eligible executives and employees by enabling them to participate in the profits and
financial performance of the Company;
(b) attract, motivate and retain eligible executives and employees; and
(c) align the interests of eligible executives and employees more closely with shareholders in the Company and
provide greater incentive for the eligible executives and employees to focus on longer-term goals of the
Company.
The Plan is open to all employees but excludes Directors of the Company.
The number of share options granted to employees is set by the Board of Directors at its discretion but
consideration is given to employment contract terms. Employees are the key to Havilah’s success. Exploration
activity is managed by professionally skilled and technically competent personnel and is supported by a team
with decades of proven experience in their fields. Exploration success remains the basic long-term driver for the
Group’s organic growth. During the financial year 200,000 unlisted share options were issued to an employee,
pursuant to a resolution approved by shareholders at the 2021 Annual General Meeting, under the Plan.
Each employee share option converts into one ordinary share of Havilah Resources Limited on exercise.
No amounts are paid or payable by the recipient on receipt of the share option. The share options carry neither
dividend nor voting rights. Share options may be exercised at any time from the date of vesting to the date of
their expiry.
The share options granted expire within the option period set by the Board of Directors at its discretion.
Share options expire 1 month after the resignation of an employee but this condition can be waived at the
discretion of the Board of Directors. The Board at the time the Company made significant redundancies, during
the financial year ended 31 July 2020, exercised its discretion not to require the relevant share options to lapse
but allow them to continue for their full term.
The Company’s short-term incentive plan annual award is subject to the absolute discretion of the Board of
Directors. Payment of any short-term incentive plan bonus can be satisfied in cash or share options, subject to
the discretion of the Board of Directors.
Any performance bonus awarded is calculated based on the Group’s performance objectives and individual
performance objectives related to the annual business plan as approved by the Board of Directors. The formula
rewards management and salaried employees against the extent of the Group’s and individual’s achievement
against both qualitative and quantitative criteria. The Group’s performance objective measurements are: safety;
environmental stakeholder engagement; team performance; reporting, planning and management; investors/
shareholders engagement; risk/opportunity management; and funding success. No performance bonuses were
rewarded during the financial year.
Page 22
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Remuneration Report (Audited) (continued)
Section 4. Remuneration of Key Management Personnel (continued)
Terms and conditions of share-based payment arrangements affecting remuneration of key management
personnel during the financial year or future financial years:
Grant date
Grant
date fair
value
Exercise
price per
share option
Expiry date Vesting date
Directors
Mr Simon Gray
21 December 2021
$0.058
$0.265 21 December 2024
Mr Victor Previn
21 December 2021
$0.058
$0.265 21 December 2024
Dr Christopher Giles
21 December 2021
$0.058
$0.265 21 December 2024
21 December
2021 (100%)
21 December
2021 (100%)
21 December
2021 (100%)
Other Key Management Personnel
Mr Richard Buckley
26 June 2019
$0.05
$0.22
11 July 2023
100% 1
1 Vesting dates were 11 July 2019 (25%), 11 July 2020 (25%), 11 July 2021 (25%) and 11 July 2022 (25%).
All share options issued to a Director are made pursuant to approval by shareholders at relevant annual general
meetings. All these Director share options vested on issue.
There has been no alteration of the terms and conditions of the above share-based payment arrangements
since the grant date. During the financial year no key management personnel exercised share options that were
granted to them as part of their remuneration.
The total value of share options included in remuneration for the financial year is calculated in accordance with
AASB 2 ‘Share-based Payment’. Share options granted during the current or prior financial years are
recognised in share-based payments expense in profit or loss over their vesting period. For share options that
vest immediately, the value is disclosed as an expense immediately.
Value of share options – basis of calculation:
•
the fair value of share options granted is calculated as at the grant date using a binomial option pricing
model. This grant date value is allocated to remuneration of key management personnel on a straight-line
basis over the period from grant date to vesting date; and
value of share options lapsed at the lapse date is calculated by multiplying the grant date value of the
share options by the number of share options lapsed during the financial year.
•
For each grant of share options in the current or prior financial years which resulted in share-based payments
expense to a Director or other key management personnel, the percentage of the grant that vested and the
number vested is set out below:
Name
Number granted Number vested % of grant vested
Maximum total value
of grant yet to vest
Directors
Mr Simon Gray
Mr Victor Previn
Dr Christopher Giles
2,000,000
2,000,000
3,000,000
Other Key Management Personnel
Mr Richard Buckley
150,000
2,000,000
2,000,000
3,000,000
150,000
100%
100%
100%
100%
$-
$-
$-
$-
The maximum value of share options and performance rights yet to vest was determined as the amount of the
grant date fair value of the share options that is yet to be expensed in profit or loss.
No share options will vest if the service conditions are not met, therefore the minimum value of the share option
yet to vest is $Nil.
Page 23
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Remuneration Report (Audited) (continued)
Section 4. Remuneration of Key Management Personnel (continued)
Dr Christopher Giles’ 2,400,000 Director share options exercisable at $0.36 each on or before
12 December 2021 lapsed (i.e. an option that remains unexercised after its expiration) in accordance with the
December 2018 terms under which they were issued. The value of the Director share options lapsed was
$70,641. There were no other share options that lapsed or that were forfeited during the financial year in relation
to share options granted to key management personnel as part of their remuneration.
Share Trading Policy
Under Havilah’s Share Trading Policy, an individual may not limit their exposure to risk in relation to securities
(including unlisted share options). Directors and executives are prohibited from entering into any hedging
arrangements over unvested share options. Havilah’s Share Trading Policy
the
Corporate Governance tab on the Company’s website.
is available under
Section 5. Key Terms of Employment Contracts
During the financial year there has been no increase to the base remuneration of any of the key management
personnel.
All termination payments are subject to the limits prescribed under Section 200B of the Corporations Act 2001.
Directors
Contract:
Title:
Mr Victor Previn
Non-Executive Director
Non-Executive Director
Dr Christopher Giles
Executive agreement
Executive Director –
Technical Director
Duration:
Period of notice:
Termination
payments:
Change of control
clause:
Remuneration
(exclusive of
superannuation):
Vehicle provided for
Company use:
Remuneration –
Short-term incentive:
Plan eligible:
No expiration
None
None
No fixed term
6 months, in writing
Payment in lieu of notice
No
No
No
$30,000 per annum
$175,000 per annum
$80,000 per annum
No
No
No
Yes
No
At the discretion of the
Board
No
At the discretion of the
Board
No
Other Key Management Personnel
Contract:
Title:
Duration:
Period of notice:
Termination payments:
Change of control clause:
Remuneration – Base Salary
(exclusive of superannuation):
Vehicle provided for Company
use:
Remuneration – Short-term
incentive:
Remuneration – Long-term
incentive:
Mr Richard Buckley
Employment agreement
Senior Mine Planning Engineer
No fixed term
5 weeks, in writing
Payment in lieu of notice
No
$250,000 per annum
No
Up to 30% of the Base Salary, payable at the discretion of the Board
Eligible to participate in any Company long-term incentive plan
Page 24
Mr Simon Gray
Executive agreement
Executive Director –
Chairman, Company
Secretary, Chief Financial
Officer
No fixed term
1 month, in writing
Payment in lieu of notice
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Remuneration Report (Audited) (continued)
Section 6. Statutory Reporting
Loans to Key Management Personnel
During the financial year there have been no loans made to any of the key management personnel.
Key Management Personnel Ordinary Share Holdings
The number of Havilah Resources Limited ordinary shares held by Directors and other key management
personnel, including their personally related parties, as at 31 July 2022 was as follows:
Balance at
31 July
2021
Granted as
remuneration
Ordinary
shares
purchased
Ordinary
shares
sold
Balance at 31
July 2022
Balance
held
nominally 1
Directors
Mr Simon Gray 2
158,823
Mr Victor Previn
2,451,622
Dr Christopher Giles
42,033,909
Other Key Management Personnel
Mr Richard Buckley
675,147
-
-
-
-
-
-
-
-
-
-
-
-
158,823
2,451,622
42,033,909
675,147
-
-
-
-
1
‘Held nominally’ refers to the situation where the ordinary shares are in the name of the Director or
other key management personnel, but they are not the beneficial owner.
2 Subsequent to the end of the reporting period 40,000 unlisted employee share options were exercised into fully paid
ordinary shares by Mr Simon Gray.
Key Management Personnel Share Option Holdings
The number of share options (unlisted) held by Directors and other key management personnel, including their
personally related parties, as at 31 July 2022 was as follows:
Balance at
31 July
2021
Granted as
remuneration 1
Lapsed
Balance at
31 July
2022
Total vested
&
exercisable
at 31 July
2022
Total
unvested
at 31 July
2022
Options
vested
during
financial
year
Directors
Mr Simon Gray 2
Mr Victor Previn
40,000
-
2,000,000
2,000,000
-
-
2,040,000
2,040,000
2,000,000
2,000,000
Dr Christopher Giles
2,400,000
3,000,000
(2,400,000)
3,000,000
3,000,000
Other Key Management Personnel
Mr Richard Buckley
1,741,389
-
-
1,741,389
1,741,389
-
-
-
-
2,010,000
2,000,000
3,000,000
37,500
1 Unlisted share options issued to Directors. The share options issued to Directors were issued pursuant to resolutions
approved by shareholders at the 2021 Annual General Meeting.
2 Subsequent to the end of the reporting period 40,000 unlisted employee share options were exercised into fully paid
ordinary shares by Mr Simon Gray.
Share options granted may or may not be exercised by Directors and other key management personnel.
No share options were exercised by Directors or other key management personnel during the financial year.
Page 25
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ REPORT
Remuneration Report (Audited) (continued)
Section 6. Statutory Reporting (continued)
Other Transactions with Key Management Personnel of the Group
Transactions between related parties are on normal commercial terms and conditions, no more favourable than
those available to other parties, unless otherwise stated.
During the financial year the Group incurred the following other amounts as a result of transactions with
Directors and other key management personnel, including their personally related parties (excluding amounts
paid as remuneration to Directors and other key management personnel which are addressed elsewhere in this
Remuneration Report):
•
•
$31,000 (2021: $23,732) for marketing and public relations services to a social media company (Filtrd) in
which a related party (William Giles) of Dr Christopher Giles has an interest. The balance outstanding
included in trade and other payables is $2,000 (2021: $2,000); and
200,000 unlisted share options were issued to William Giles, pursuant to a resolution approved by
shareholders at the 2021 Annual General Meeting, under the Company’s Performance Rights and Share
Option Plan. These employee share options vested on issue. In accordance with AASB 2 ‘Share-based
Payment’, as these options vested immediately, the Group was required to expense the value of his options
of $10,332 in its profit or loss for the financial year ended 31 July 2022. Share options do not represent cash
payments and share options may or may not be exercised by the holder.
END OF REMUNERATION REPORT (AUDITED)
Non-Audit Services
During the financial year the Company’s external auditor, Grant Thornton Audit Pty Ltd, performed certain other
services in addition to its statutory audit duties.
The Board has considered the non-audit services provided during the financial year by the external auditor and
is satisfied that the provision of those non-audit services is compatible with, and did not compromise, the auditor
independence requirements of the Corporations Act 2001 for the following reasons:
(a) all non-audit services were subject to the corporate governance procedures adopted by the Company and
have been reviewed by the Directors to ensure they do not impact upon the impartiality and objectivity of the
external auditor; and
(b) the non-audit services do not undermine the general principles relating to auditor independence as set out
in APES 110 ‘Code of Ethics for Professional Accountants’, as they did not involve reviewing or auditing the
external auditor’s own work, acting in a management or decision-making capacity for the Company, acting
as an advocate for the Company or jointly sharing risks and rewards.
Details of the amounts paid or payable to the external auditor for audit and non-audit services provided during
the financial year are set out in Note 4 to the consolidated financial statements.
External Auditor’s Independence Declaration
A copy of the external Auditor’s Independence Declaration for the financial year, as required under
Section 307C of the Corporations Act 2001, is included on page 27.
This Directors’ Report is made in accordance with a resolution of the Board of Directors.
On behalf of the Board of Directors:
Dr Christopher Giles
Executive Director
28 October 2022
Mr Simon Gray
Executive Chairman
Page 26
Grant Thornton Audit Pty Ltd
Grant Thornton House
Level 3
170 Frome Street
Adelaide SA 5000
GPO Box 1270
Adelaide SA 5001
T +61 8 8372 6666
Auditor’s Independence Declaration
To the Directors of Havilah Resources Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of Havilah Resources Limited for the year ended 31 July 2022, I declare that, to the best of my knowledge and
belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
J L Humphrey
Partner – Audit & Assurance
Adelaide, 28 October 2022
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Page 27
#8619642v1w
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Revenue
Other income
Fair value loss on financial assets
Employee benefits expense (net)
Depreciation expense
Finance costs
Exploration and evaluation expenditure expensed
Share registrar, ASIC and ASX listing fees
Insurance expense
Investor relations cost
Consulting fees
Transaction costs associated with the Proposed Transaction –
OZ Minerals
Other expenses
Loss before income tax
Income tax expense
Loss for financial year attributable to equity holders of the
Company
Financial Year Ended
Note
31 July 2022
31 July 2021
$
$
4
4
54,777
280,846
12(a)
(299,917)
149,480
521,322
(319,583)
4
4
4
(1,680,506)
(1,450,748)
(110,583)
(18,736)
(383,904)
(116,720)
(82,326)
(35,389)
(108,688)
(256,658)
(95,642)
(55,579)
(398,878)
(193,056)
(109,482)
(148,514)
(63,310)
-
(169,770)
(197,880)
(2,927,574)
(2,361,870)
6(a)
-
-
(2,927,574)
(2,361,870)
Other comprehensive income for financial year, net of income
tax
Total comprehensive loss for financial year attributable to
equity holders of the Company
-
-
(2,927,574)
(2,361,870)
Loss per share attributable to equity holders of the
Company:
Basic and diluted loss per ordinary share
3
Cents
(0.95)
Cents
(0.80)
The accompanying notes form an integral part of these consolidated financial statements.
Page 28
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non-current assets
Exploration and evaluation expenditure
Property, plant and equipment
Other financial assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Provisions
Other financial liabilities
Total current liabilities
Non-current liabilities
Borrowings
Deferred grants
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Accumulated losses
Share-based payments reserve
Buy-out reserve
Total equity
Note
31 July 2022
31 July 2021
$
$
7(a)
1,610,201
4,007,410
8
9
10
11
12
13
14
15
16
14
17
98,714
204,175
62,996
83,069
1,913,090
4,153,475
39,048,268
37,346,924
2,939,544
300,917
42,288,729
44,201,819
2,584,182
600,834
40,531,940
44,685,415
434,930
62,360
654,868
-
675,953
10,376
571,219
158,706
1,152,158
1,416,254
41,724
-
41,724
53,457
111,500
164,957
1,193,882
1,581,211
43,007,937
43,104,204
18(a)
85,211,863
82,829,843
(40,742,324)
(38,378,583)
1,138,195
1,252,741
(2,599,797)
(2,599,797)
43,007,937
43,104,204
The accompanying notes form an integral part of these consolidated financial statements.
Page 29
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Contributed
Equity
Accumulated
Losses
Share-
based
Payments
Reserve
Buy-out
Reserve Total Equity
$
$
$
$
$
Balance as at 31 July 2020
76,906,563
(36,090,969)
945,862
(2,599,797)
39,161,659
Loss for financial year
Other comprehensive income
Total comprehensive loss for
financial year
Transactions with owners in their
capacity as owners:
Ordinary shares issued
Transaction costs arising on ordinary
shares issued
Unlisted options lapsed
Share-based payments expense
-
-
-
(2,361,870)
-
(2,361,870)
6,006,400
(83,120)
-
-
-
-
-
-
-
-
-
74,256
(74,256)
-
381,135
-
-
-
-
-
-
-
(2,361,870)
-
(2,361,870)
6,006,400
(83,120)
-
381,135
Balance as at 31 July 2021
82,829,843
(38,378,583)
1,252,741
(2,599,797)
43,104,204
Loss for financial year
Other comprehensive income
Total comprehensive loss for
financial year
Transactions with owners in their
capacity as owners:
Ordinary shares issued
Transaction costs arising on ordinary
shares issued
Unlisted options lapsed
Share-based payments expense
-
-
-
(2,927,574)
-
(2,927,574)
2,400,020
(18,000)
-
-
-
-
-
-
-
-
-
563,833
(563,833)
-
449,287
-
-
-
-
-
-
-
(2,927,574)
-
(2,927,574)
2,400,020
(18,000)
-
449,287
Balance as at 31 July 2022
85,211,863
(40,742,324)
1,138,195
(2,599,797)
43,007,937
The accompanying notes form an integral part of these consolidated financial statements.
Page 30
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows from operating activities
Receipts from customers
COVID-19 grants received
Government grants received for exploration activities
Interest received
Financial Year Ended
Note
31 July 2022
31 July 2021
$
$
54,777
-
-
40
254,665
207,800
111,500
364
Payments to suppliers and employees
(2,297,688)
(1,696,367)
Payments for exploration and evaluation expenditure expensed
Payment of Research & Development amendment
Interest and other costs of finance paid
(383,904)
(158,706)
(18,736)
(398,878)
-
(9,860)
Net cash flows used in operating activities
7(b)
(2,804,217)
(1,530,776)
Cash flows from investing activities
Payments for exploration and evaluation expenditure capitalised
(1,932,383)
(1,777,334)
Government grants received for exploration activities
Payments for property, plant and equipment
Proceeds from disposal of non-current assets
Net cash flows used in investing activities
Cash flows from financing activities
Proceeds from issue of ordinary shares
Payment of ordinary share issue costs
Proceeds from borrowings
Repayments of borrowings
Net cash flows provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of financial year
158,309
(476,668)
235,479
-
(16,087)
-
(2,015,263)
(1,793,421)
2,400,020
(18,000)
57,779
(17,528)
2,422,271
(2,397,209)
4,007,410
6,006,400
(83,120)
-
(75,397)
5,847,883
2,523,686
1,483,724
Cash and cash equivalents at end of financial year
7(a)
1,610,201
4,007,410
The accompanying notes form an integral part of these consolidated financial statements.
Page 31
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Preparation of the Consolidated Financial Statements
Havilah Resources Limited (‘Company’, ‘Havilah’ or ‘Parent Company’) is a for-profit entity for the purpose of
preparing financial statements.
The consolidated financial statements are for the consolidated entity consisting of the Company and its
subsidiaries (the ‘Group’). Information on the nature of the operations and principal activities of the Group are
described in the Directors’ Report. Interests in subsidiaries are set out in Note 20.
This note sets out the basis upon which the consolidated financial statements are prepared as a whole.
Significant accounting policies adopted by the Group in the preparation of these consolidated financial
statements, and relevant to an understanding thereof, are described in selected notes to the consolidated
financial statements or are otherwise provided in this note. The accounting policies have been consistently
applied to all the financial years presented, unless otherwise stated.
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the
Corporations Act 2001.
The consolidated financial statements have been prepared on the basis of historical cost, except for the
revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the
consideration given in exchange for assets.
Where necessary, comparative information has been reclassified to achieve consistency in disclosure with
financial year amounts and other disclosures.
Functional and Presentation Currency
The consolidated financial statements are presented in Australian dollars, which is the Parent Company’s
functional and presentation currency. Amounts are rounded to the nearest dollar.
Significant Accounting Estimates, Assumptions and Judgements
The preparation of financial statements requires the use of certain significant accounting estimates. It also
requires management to exercise its judgement in the process of applying Group accounting policies. The areas
involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to
the consolidated financial statements, are disclosed in:
• Note 6
• Note 10
• Note 12
• Note 25
Income Tax;
Exploration and Evaluation Expenditure;
Other Financial Assets; and
Share-based Payments.
Statement of Compliance with International Financial Reporting Standards
Compliance with Australian Accounting Standards ensures that the consolidated financial statements comply
with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Adoption of New or Revised Australian Accounting Standards and Interpretations that are First Effective
in the Current Reporting Period
The Group has adopted all the new and/or revised Australian Accounting Standards and Interpretations issued
by the AASB that are relevant to its operations and effective for the financial year. The Group has not elected to
apply any new or revised Australian Accounting Standards before their operative dates during the financial year.
The adoption of all of the relevant new and/or revised Australian Accounting Standards and Interpretations has
not resulted in any changes to the Group’s significant accounting policies and has had no effect on either the
amounts reported for the current or prior financial years.
A number of other Australian Accounting Standards and Interpretations have been issued and will be applicable
in future periods. While these remain subject to ongoing assessment, no significant impacts have been identified
to date. These standards have not been applied in preparation of the consolidated financial statements.
Page 32
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Going Concern
The consolidated financial statements are prepared on the going concern basis, which assumes continuity of
normal business activities and the realisation of assets and settlement of liabilities and commitments in the
normal course of business.
During the financial year the Group recognised a loss of $2,927,574, had net cash outflows from operating and
investing activities of $4,819,480; and had accumulated losses of $40,742,324 as at 31 July 2022.
On 16 May 2022 Havilah signed a conditional binding Terms Sheet with OZ Minerals relating to a Proposed
Transaction comprising the key elements of the grant of an option to OZ Exploration to purchase the Kalkaroo
copper-gold-cobalt project and a strategic alliance to explore for copper in Havilah’s extensive tenement holding
in the Curnamona Province of northeastern South Australia.
The Group also executed full form definitive agreements with OZ Exploration on 25 July 2022 that covered all
aspects of the Proposed Transaction.
The remaining outstanding condition precedent as at 31 July 2022 for the Proposed Transaction to proceed was
approval of the Kalkaroo Transaction by Havilah shareholders. As described in Note 27(a), at the general
meeting of shareholders held on 31 August 2022 Havilah shareholders overwhelmingly approved the
Proposed Transaction and disposal of interest in the Kalkaroo copper-gold-cobalt project in accordance with the
Kalkaroo Transaction. If exercised, OZ Exploration would proceed with the purchase of 100% of the Kalkaroo
copper-gold-cobalt project for a consideration payable to the Group of a cash payment of $205,000,000 at
completion, and contingent consideration up to a maximum of $200,000,000 subject to the satisfaction of the
relevant milestones.
On 20 September 2022 the Group received from OZ Exploration the first 3 months of funding under the
Strategic Alliance agreement that was signed on 25 July 2022, paid as a lump sum of $3,000,000.
In accordance with the Strategic Alliance agreement, OZ Exploration will pay the Group $1,000,000 a month
(up to a total of $18,000,000 over 18 months as an Upfront Investment) until the earlier of (a) the end of the
Strategic Alliance period (maximum period 18 months, unless extended); or (b) the date the Kalkaroo Option is
exercised. Under the Strategic Alliance agreement, Havilah must spend at least 50% of the Upfront Investment
on Strategic Alliance activities. The remainder can be applied to the Group’s other non-Strategic Alliance
activities, including general working capital and corporate expenditures.
OZ Exploration may elect to not exercise the Kalkaroo Option at any time during the 18 month Kalkaroo Option
period provided 5,000 metres has been drilled on the Kalkaroo Tenements or a shortfall payment (metres not
drilled multiplied by $400) is paid to the Group.
The continuation of the Group as a going concern is dependent upon its ability to generate sufficient net cash
inflows from operating and financing activities and manage the level of exploration and other expenditure within
available cash resources.
Should OZ Exploration elect to not exercise the Kalkaroo Option or terminate the Strategic Alliance agreement,
the Directors consider that the going concern basis of accounting would still remain appropriate as the Group
has the following additional funding options:
•
•
•
•
the ability to issue share capital under the Corporations Act 2001 by a share purchase plan,
share placement or rights issue;
the option of farming out all or part of its assets;
the option of selling interests in the Group’s assets; and
the option of relinquishing or disposing of rights and interests in certain assets.
In the event that the Group is unsuccessful in implementing one or more of the funding options listed above,
such circumstances would indicate that a material uncertainty exists that may cast significant doubt as to
whether the Group will continue as a going concern and therefore whether it will realise its assets and discharge
its liabilities in the normal course of business and at the amounts stated in the Group’s financial statements and
notes.
The consolidated financial statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or to the amounts and classification of liabilities that might be
necessary should the Group not continue as a going concern.
Page 33
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 3. Earnings per Share
The Group discloses relevant basic and diluted earnings per share data for its ordinary shares. Basic is
calculated by dividing the profit or loss attributable to equity holders of the Company by the weighted average
number of ordinary shares on issue during the financial year. Diluted loss per ordinary share equates to basic
loss per ordinary share because a loss per ordinary share is not considered dilutive for the purposes of
calculating earnings per share in accordance with AASB 133 ‘Earnings per Share’.
Loss per share attributable to equity holders of the Company:
Basic and diluted loss per ordinary share
Loss for financial year attributable to equity holders of the Company
used to calculate basic and diluted loss per ordinary share
Financial Year Ended
31 July 2022
31 July 2021
Cents
(0.95)
Cents
(0.80)
$
$
(2,927,574)
(2,361,870)
Weighted average number of ordinary shares on issue during financial
year used in calculating basic and diluted loss per ordinary share
309,416,125
294,016,706
Page 34
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Results for the Financial Year
The results for the financial year include the following specific revenues, other income and expenses:
Revenue
Royalty revenue from Portia Gold Mine
Total revenue
Other Income
Interest income from unrelated entities
COVID-19 grants received
Diesel fuel rebates received
Gain on disposal of non-current assets
ATO settlement (net) (refer (a) below)
Other sundry income
Total other income
(a) ATO settlement on Research & Development amendment:
Gross settlement proceeds
Costs associated with settlement
ATO settlement (net)
Expenses
Employee benefits expense (net):
Financial Year Ended
31 July 2022
31 July 2021
$
$
54,777
54,777
40
-
17,280
224,756
-
38,770
280,846
149,480
149,480
364
207,800
25,836
-
267,062
20,260
521,322
-
-
-
415,882
(148,820)
267,062
- Employee benefits expense (refer (b) below)
(1,134,406)
(1,222,241)
- Capitalisation of employee benefits expense to exploration
655,095
490,429
expenditure
- Directors’ remuneration
- Share-based payments expense (refer Note 25)
(751,908)
(449,287)
(337,801)
(381,135)
Total employee benefits expense (net of amounts capitalised)
(1,680,506)
(1,450,748)
Depreciation expense:
- Depreciation expense – Property, plant and equipment
Total depreciation expense
Finance costs:
- Interest expense
- Bank fees
Total finance costs
(110,583)
(110,583)
(95,642)
(95,642)
(6,756)
(11,980)
(18,736)
(42,105)
(13,474)
(55,579)
(b) Represents employee benefits expenses (short-term, post-employment and long-term).
Page 35
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Results for the Financial Year (continued)
Remuneration of External Auditor
Remuneration received or due and receivable by the external auditor of the Company:
Grant Thornton Audit Pty Ltd
Audit or review of financial reports
Total remuneration for audit and other assurance services
Taxation services
Total remuneration for other services
Total remuneration of external auditor
Financial Year Ended
31 July 2022
31 July 2021
$
$
52,313
52,313
8,360
8,360
60,673
49,317
49,317
7,000
7,000
56,317
Significant Accounting Policy: Royalties
Royalties are recognised on an accruals basis, which is generally at the time the amount can be reliably
measured, in accordance with the substance of the relevant agreement.
Significant Accounting Policy: Government Grants
Government grants receivable as compensation for expenses or losses already incurred or for the purpose of
giving immediate financial support to the Group with no future related costs are recognised as income in the
reporting period in which the funds become receivable, in accordance with AASB 120 'Accounting for
Government Grants and Disclosures of Government Assistance'.
Grants relating to capitalised exploration and evaluation expenditure are credited against the exploration and
evaluation assets to which they relate to match the grants received with the expenditure the grants are intended
to compensate, in accordance with AASB 120 'Accounting for Government Grants and Disclosures of
Government Assistance'.
Significant Accounting Policy: Impairment of Assets (except exploration & evaluation; financial assets)
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets
to determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment
loss, if any. Where the asset does not guarantee cash flows that are independent from other assets, the Group
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax interest rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-
generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-
generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss
immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a
revaluation decrease.
Note 5. Segment Information
The Group has a number of exploration tenements, mining leases, miscellaneous purposes licences and
mineral claims in South Australia, which it manages on a portfolio basis. The decision to allocate resources to
individual projects in the portfolio is predominantly based on available cash assets, technical data and the
expectation of future commodity prices. The Group operates as one segment being exploration for and
evaluation of mineral resources in South Australia. This is the basis on which its internal reports are reviewed
and used by the Board of Directors (the ‘chief operating decision maker’) in monitoring, assessing performance,
and in determining the allocation of resources.
The results, assets and liabilities from this segment are equivalent to the consolidated financial statements.
Page 36
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 6. Income Tax
(a) Income Tax Recognised in Profit or Loss
The prima facie consolidated tax on loss before income tax is reconciled
to income tax expense as follows:
Prima facie tax payable on loss before income tax, calculated at the
Australian company tax rate of 25% (2021: 26%)
Share-based payments expense
Other
Timing differences not bought to account
Income tax expense
Financial Year Ended
31 July 2022
31 July 2021
$
$
(731,894)
(614,086)
112,322
-
619,572
-
99,095
(78,443)
593,434
-
31 July 2022
31 July 2021
$
$
(b) Deferred Tax Balances
Deferred tax assets and (liabilities) are attributable to the following:
Temporary differences
Exploration and evaluation expenditure
(9,443,729)
(10,044,479)
Plant and equipment
Other financial assets
Employee benefit provisions
Other
Transaction costs arising on ordinary shares issued
Total
Offset by deferred tax assets relating to operating losses
Net deferred tax assets and (liabilities) unrecognised
(83,632)
125,916
167,232
31,106
123,151
(11,585)
52,974
152,840
9,100
95,006
(9,079,956)
(9,746,144)
9,079,956
9,746,144
-
-
(c) Unrecognised Deferred Tax Assets
Deferred tax assets have not been recognised in respect of the following items:
Revenue tax losses
Capital tax losses
Total unrecognised deferred tax assets
10,654,514
9,672,065
-
-
10,654,514
9,672,065
Deferred tax assets have not been recognised in respect of these items because it is not probable, at this time,
that future taxable profit will be available against which the Group can utilise the tax benefits.
Page 37
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 6. Income Tax (continued)
(d) Tax Consolidation
Relevance of tax consolidation to the Group
With effect from 1 July 2003, the Company and its wholly-owned Australian resident subsidiaries formed a tax-
consolidated group and are taxed as a single entity. The head entity within the tax-consolidated group is
Havilah Resources Limited. The members of the tax-consolidated group are identified at Note 20.
Nature of tax funding arrangements and tax sharing agreements
Entities within the tax-consolidated group have entered into a tax-funding arrangement and a tax-sharing
arrangement with the head entity. Under the terms of the tax-funding arrangement, Havilah Resources Limited
and each of the entities in the tax-consolidated group has agreed to pay a tax equivalent payment to or from the
head entity based on the current tax liability or current tax asset of the entity. Such amounts are reflected in
amounts receivable from or payable to other entities in the tax-consolidated group.
The tax-sharing agreement entered into between members of the tax-consolidated group provides for the
determination of the allocation of income tax liabilities between the entities should the head entity default on its
tax payment obligations or if an entity should leave the tax-consolidated group. The effect of the tax-sharing
agreement is that each member’s liability for tax payable by the tax-consolidated group is limited to the amount
payable to the head entity under the tax-funding agreement.
(e) Significant Accounting Policy: Income Taxes
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in
other comprehensive income or directly in equity.
Calculation of current tax is based on Australian company tax rates and tax laws that have been enacted or
substantively enacted by the end of the reporting period. Deferred income taxes are calculated using the
balance sheet liability method.
Deferred tax assets are recognised to the extent that it is probable that the underlying tax loss or deductible
temporary difference will be utilised against future taxable income. This is assessed based on the Group’s
forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits
on the use of any unused tax loss.
Deferred tax liabilities are generally recognised in full and offset, where applicable, by deferred tax assets
relating to operating losses.
(f) Significant Accounting Estimates, Assumptions and Judgements: Deferred Tax Assets
The Group’s ability to recognise deferred tax assets relies on assumptions about the generation of future
taxable profits. These taxable profit estimates are based on estimated future production, commodity prices,
exchange rates, operating costs, rehabilitation costs and capital expenditures. To the extent that future
utilisation of these tax losses and temporary tax differences become probable, this could result in significant
changes to deferred tax assets recognised, which would in turn impact future financial results.
Page 38
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 7. Cash and Cash Equivalents
(a) For the purposes of the consolidated statement of cash flows, cash and cash equivalents comprise:
Cash at banks and on hand
Total cash and cash equivalents
31 July 2022
31 July 2021
$
1,610,201
1,610,201
$
4,007,410
4,007,410
Financial Risk Management
Information concerning the Group’s exposure to financial risks on cash and cash equivalents is set out in
Note 19.
(b) Reconciliation of Cash Flows used in Operating Activities
Loss for financial year
Non-cash items included in loss for financial year:
Fair value loss (gain) on financial assets
Share-based payments expense
Depreciation expense property plant and equipment
Other including gain on disposal of non-current assets
Items classified as investing or financing activities:
Proceeds from sale non-current assets
Government grants received for exploration activities
Amortisation of insurance premium funding
Changes in operating assets and liabilities:
(Increase)/decrease in assets
Trade and other receivables
Other current assets
Increase/(decrease) in liabilities
Trade and other payables
Provisions
Other financial liabilities
Deferred grants
Financial Year Ended
31 July 2022
31 July 2021
$
$
(2,927,574)
(2,361,870)
299,917
449,287
110,583
242,762
319,583
381,135
95,642
3,771
(235,479)
(158,309)
-
-
-
64,985
(35,718)
(121,106)
(242,023)
83,649
(158,706)
(111,500)
39,362
(58,861)
205,700
51,911
(383,634)
111,500
Net cash flows used in operating activities
(2,804,217)
(1,530,776)
Page 39
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 7. Cash and Cash Equivalents (continued)
(c) Total Liabilities from Financing Activities
Balance as at 31 July 2020
Repayment of borrowing
Balance as at 31 July 2021
Proceeds from borrowing
Repayment of borrowing
Balance as at 31 July 2022
Note 8. Trade and Other Receivables
Current
GST recoverable
Total current trade and other receivables
Hire purchase loan
Insurance premium funding
$
74,245
(10,412)
63,833
57,779
(17,528)
104,084
$
64,985
(64,985)
-
-
-
-
31 July 2022
$
31 July 2021
$
98,714
98,714
62,996
62,996
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, it is recognised as part of the cost of acquisition of an
asset or as part of an item of expense; or for receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables. Cash flows are included in the consolidated statement of cash flows on a gross basis. The GST
component of cash flows arising from investing and financing activities which is recoverable from, or payable to,
the taxation authority is classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
Financial Risk Management
Information concerning the Group’s exposure to financial risks on trade and other receivables is set out in
Note 19.
Note 9. Other Assets
Current
Prepayments
Total current other assets
31 July 2022
$
31 July 2021
$
204,175
204,175
83,069
83,069
Page 40
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 10. Exploration and Evaluation Expenditure
Cost brought forward
Expenditure incurred during the financial period
Government grant off set
Total exploration and evaluation expenditure carried forward
Intangible
31 July 2022
31 July 2021
$
37,346,924
1,932,120
(230,776)
39,048,268
39,048,268
$
35,569,590
1,777,334
-
37,346,924
37,346,924
A review of the Group’s exploration and evaluation tenement portfolio was conducted during the financial year.
The Group did not recognise any impairment charges during the current or prior reporting period.
The expenditure is carried forward on the basis that exploration and evaluation activities in the areas of interest
have not reached a stage that permits reasonable assessment of the existence or otherwise of economically
recoverable reserves and active and significant operations in, or in relation to, the areas is continuing. The future
recoverability of the carrying amount of capitalised exploration and evaluation expenditure is dependent on
successful development and commercial exploitation or, alternatively, the sale of the respective areas of
interest.
Option to OZ Exploration to Purchase the Kalkaroo Copper-Gold-Cobalt Project
On 16 May 2022 Havilah signed a conditional binding Terms Sheet with OZ Minerals relating to a Proposed
Transaction comprising the key elements of the grant of an option to OZ Exploration to purchase the Kalkaroo
copper-gold-cobalt project and a strategic alliance to explore for copper in Havilah’s extensive tenement holding
in the Curnamona Province of northeastern South Australia.
The Group also executed full form definitive agreements with OZ Exploration on 25 July 2022 that covered all
aspects of the Proposed Transaction.
The remaining outstanding condition precedent as at 31 July 2022 for the Proposed Transaction to proceed was
approval of the Kalkaroo Transaction by Havilah shareholders. As described in Note 27(a), at the general
meeting of shareholders held on 31 August 2022 Havilah shareholders overwhelmingly approved the
Proposed Transaction and disposal of interest in the Kalkaroo copper-gold-cobalt project in accordance with the
Kalkaroo Transaction.
During the 18 month Kalkaroo Option period, OZ Exploration plans to undertake and sole fund a study and work
program on the Kalkaroo Tenements (granted Mining Leases and Miscellaneous Purposes Licences) with the
aim of progressing and completing an update to the current Kalkaroo project pre-feasibility study. The results of
the study and work program will assist OZ Exploration in determining whether to exercise the Kalkaroo Option
during the 18 month Kalkaroo Option period. If exercised, OZ Exploration would proceed with the purchase of
100% of the Kalkaroo copper-gold-cobalt project for a consideration payable to the Group of a cash payment of
$205,000,000 at completion, and contingent consideration up to a maximum of $200,000,000 subject to the
satisfaction of the relevant milestones.
OZ Exploration may elect to not exercise the Kalkaroo Option at any time during the 18 month Kalkaroo Option
period provided 5,000 metres has been drilled on the Kalkaroo Tenements or a shortfall payment (metres not
drilled multiplied by $400) is paid to the Group.
Exploration and evaluation expenditure carried forward of $21,512,604 relating to the Kalkaroo copper-gold-
cobalt project has not been reclassified as held for sale as at 31 July 2022. The last day for OZ Exploration to
exercise the Kalkaroo Option (unless extended) is 2 March 2024 and therefore Havilah management does not
currently expect it to qualify for recognition as a completed sale within the next 12 months.
Significant Accounting Policy: Non-current Assets Held for Sale
Non-current assets are classified as held for sale in accordance with AASB 5 'Non-current Assets Held for Sale
and Discontinued Operations' if their carrying amount will be recovered principally through a sale transaction
rather than through continuing use and a sale is considered highly probable. This condition is regarded as met
only when the sale is highly probable and the non-current asset is available for immediate sale in its present
condition. Management must be committed to the sale, which should be expected to qualify for recognition as a
completed sale within 12 months from the date of classification.
Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value
less costs to sell.
Page 41
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 10. Exploration and Evaluation Expenditure (continued)
Significant Accounting Policy: Exploration and Evaluation Expenditure
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as
exploration and evaluation expense in the reporting period in which they are incurred, except where the
following conditions are satisfied:
•
•
the rights to tenure of the area of interest are current; and
at least one of the following conditions is also met:
−
−
the exploration and evaluation expenditures are expected to be recouped through successful
development and exploitation of the area of interest, or alternatively, by its sale; or
exploration and evaluation activities in the area of interest have not at the end of the reporting period
reached a stage which permits a reasonable assessment of the existence or otherwise of economically
recoverable reserves, and active and significant operations in, or in relation to, the area of interest are
continuing.
Exploration and evaluation assets are initially measured at cost, as an intangible, and include acquisition of
rights to explore, costs of studies, exploration drilling, trenching and sampling and associated activities.
General and administrative costs are only included in the measurement of exploration and evaluation costs
where they relate directly to operational activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances (as defined in
AASB 6 ‘Exploration for and Evaluation of Mineral Resources’) suggest that the carrying amount of exploration
and evaluation assets may exceed their recoverable amount. The recoverable amount of the exploration and
evaluation assets (or the cash-generating unit(s) to which they have been allocated, being no larger than the
relevant area of interest) is estimated to determine the extent of the impairment loss, if any.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss been recognised for the asset in
prior financial years.
Cash flows associated with exploration and evaluation expenditure expensed are classified as operating
activities in the consolidated statement of cash flows. Whereas cash flows associated with capitalised
exploration and evaluation expenditure are classified as investing activities.
Where a decision is made to proceed with development in respect of a particular area of interest, the relevant
exploration and evaluation asset is tested for impairment and reclassified to mine development expenditure.
Significant Accounting Estimates, Assumptions and Judgements: Exploration & Evaluation Expenditure
The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgement
in determining whether future economic benefits are likely either from future exploitation or sale or where
activities have not reached a stage that permits a reasonable assessment of the existence of economically
recoverable reserves. The determination of a JORC Mineral Resource is itself an estimation process that
requires varying degrees of uncertainty depending on sub-classification and these estimates directly impact the
point of deferral of exploration and evaluation expenditure. The deferral policy requires management to make
certain estimates and assumptions about future events or circumstances, in particular whether an economically
viable extraction operation can be established. Estimates and assumptions made may change if new information
becomes available.
Information on the reasonable existence or otherwise of economically recoverable reserves is progressively
gained through geological analysis and interpretation, drilling activity and prospect evaluation during a normal
exploration tenement term. A reasonable assessment of the existence or otherwise of economically recoverable
reserves can generally only be made, therefore, at the conclusion of those exploration and evaluation activities.
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the
future, the relevant capitalised amount will be impaired in profit or loss and net assets will be reduced during the
financial period in which this determination is made.
Page 42
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 11. Property, Plant and Equipment
Pastoral lease
at cost 1
$
2,241,043
-
-
2,241,043
-
-
2,241,043
-
-
-
-
-
-
-
Freehold
land and
buildings
$
-
-
-
-
61,000 2
-
61,000
-
-
-
-
(650)
-
(650)
Plant and
equipment
$
3,875,856
16,087
(6,818)
3,885,125
415,668
(16,807)
4,283,986
(3,449,391)
(95,642)
3,047
(3,541,986)
(109,933)
6,084
Total
$
6,116,899
16,087
(6,818)
6,126,168
476,668
(16,807)
6,586,029
(3,449,391)
(95,642)
3,047
(3,541,986)
(110,583)
6,084
(3,645,835)
(3,646,485)
2,241,043
2,241,043
-
60,350
343,139
638,151
2,584,182
2,939,544
Cost brought forward
Balance as at 31 July 2020
Additions
Impairment
Balance as at 31 July 2021
Additions
Assets scrapped
Balance as at 31 July 2022
Accumulated depreciation
Balance as at 31 July 2020
Depreciation expense
Depreciation assets
scrapped
Balance as at 31 July 2021
Depreciation expense
Depreciation assets
scrapped
Balance as at 31 July 2022
Net Book Value:
As at 31 July 2021
As at 31 July 2022
1 The Group has bank guarantee and overdraft facilities with the National Australia Bank Limited secured by a
$1,000,000 mortgage over the Kalkaroo Station pastoral lease (classified as ‘Pastoral lease at cost’ in this Note).
2 Property purchased during the financial year consisted of land ($22,000) and buildings ($39,000) at Cockburn,
South Australia.
Significant Accounting Policy: Property, Plant and Equipment
Pastoral leases are stated at cost less impairment. Cost includes expenditure that is directly attributable to the
acquisition of the pastoral lease. Pastoral leases in South Australia run for a term of 42 years. Subject to the
Group being periodically assessed as meeting land management conditions, the pastoral lease may be renewed
with a term of 42 years running from the date the most recent assessment was completed. The Group considers
its pastoral lease rights to have an indefinite useful life and is not depreciated.
Plant and equipment is stated at cost less accumulated depreciation and impairment. Cost includes expenditure
that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase
consideration is deferred, cost is determined by discounting the amounts payable in the future to their present
value as at the date of acquisition.
Freehold land and buildings is stated at cost less impairment and depreciation for buildings. Cost includes
expenditure that is directly attributable to the acquisition of the item.
Page 43
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 11. Property, Plant and Equipment (continued)
Significant Accounting Policy: Property, Plant and Equipment (continued)
Depreciation is provided on plant & equipment and buildings. Depreciation is calculated on a straight-line basis
so as to write-down the net cost of each asset over its expected useful life to its estimated residual value.
The following estimated useful lives are used in the calculation of depreciation:
computer and office equipment: 2.5 – 10 years
•
• motor vehicles: 8 – 10 years
•
•
•
•
•
operating equipment: 2.5 – 10 years
heavy equipment: 8 – 10 years
rail, water and other infrastructure: 8 – 10 years
portable dewatering infrastructure: 7 – 25 years
buildings: 10 years
The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual
reporting period and adjusted if appropriate.
Note 12. Other Financial Assets
Non-current
At amortised cost:
31 July 2022
31 July 2021
$
$
Bank term deposits (refer Note 23(a))
60,000
60,000
At fair value (investment in equity instruments at FVTPL):
Shares in a listed ASX entity (refer (a) below)
Total non-current other financial assets
240,917
300,917
540,834
600,834
(a) The Group’s financial assets at FVTPL (Fair value through profit or loss) comprise 4,916,667 fully paid
ordinary shares held in ASX listed Auteco Minerals Ltd. Fair value is based on the last traded price (ASX issuer
code: AUT) at the end of the reporting period. The FVTPL loss for the financial year was $299,917 (2021: loss
$319,583).
Significant Accounting Estimates, Assumptions and Judgements: Impairment of Financial Assets
In assessing impairment, management estimates the recoverable amount of each asset or cash-generating unit
based on expected
them.
flows and uses an estimated
Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable
interest rate. The loss allowance for a financial asset is based on assumptions about risk of default and
expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the
impairment calculation based on its assessment of available external credit ratings, historical loss rates and/or
days past due.
future cash
to discount
interest
rate
Financial Risk Management
Information concerning the Group’s exposure to financial risks on other financial assets is set out in Note 19.
Page 44
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 13. Trade and Other Payables
Current (unsecured)
Trade payables
Sundry payables and accruals
Total current trade and other payables
31 July 2022
31 July 2021
$
$
193,246
241,684
434,930
294,617
381,336
675,953
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial year that remain unpaid. The amounts are unsecured and are usually paid according to supplier term.
Financial Risk Management
Information concerning the Group’s exposure to financial risks on trade and other payables is set out in Note 19.
Note 14. Borrowings
Current (secured)
Hire purchase loans (refer (a) below)
Total current borrowings
Non-current (secured)
Hire purchase loans (refer (a) below)
Total non-current borrowings
31 July 2022
31 July 2021
$
$
62,360
62,360
41,724
41,724
10,376
10,376
53,457
53,457
(a) Hire purchase loans:
(i) Secured hire purchase loan of $52,972 at a lending rate of 4.23% per annum for the purchase of a heavy-
duty field vehicle used by the Company’s Drilling Supervisor. Expires during December 2022; and
(ii) Secured hire purchase loan of $51,112 at a lending rate of 2.9% per annum for the purchase of a heavy-duty
field vehicle used by the Company’s Geologist. Expires during August 2025.
(b) The Group also has access to a $500,000 secured bank guarantee facility provided by the National Australia
Bank Limited, of which $100,000 is currently being utilised to secure a bank guarantee for a rehabilitation bond.
The facility expires January 2023. Refer Note 23(a) for further details.
The Group also has access to a $500,000 secured overdraft facility with the National Australia Bank Limited at a
business lending rate of 3.0% per annum plus a customer margin of 2.2% if drawn down. As at the end of the
financial year the Group has no balance owing on this facility and the full amount is available for use. The facility
expires January 2023.
The bank guarantee and overdraft facilities with the National Australia Bank Limited are secured by a
$1,000,000 mortgage over the Kalkaroo Station pastoral lease (refer Note 11).
Financial Risk Management
Information concerning the Group’s exposure to financial risks on borrowings is set out in Note 19.
Page 45
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 15. Provisions
Current
Employee benefits
Total current provisions
31 July 2022
31 July 2021
$
$
654,868
654,868
571,219
571,219
Significant Accounting Policy: Employee Benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave,
long service leave, and sick leave when it is probable that settlement will be required and they are capable of
being measured reliably. Liabilities recognised in respect of short-term employee benefits are measured at their
nominal values using the remuneration rate expected to apply at the time of settlement.
Liabilities recognised in respect of long-term employee benefits are measured as the present value of the
estimated future cash outflows.
Note 16. Other Financial Liabilities
Current (unsecured)
Research & Development income amendment (refer (a) below)
Total current other financial liabilities
31 July 2022
31 July 2021
$
-
-
$
158,706
158,706
(a) During the prior financial year Havilah obtained a settlement with the ATO (refer Note 4) on the Group’s
Research & Development projects registered for the income tax years ended 31 July 2013 and 31 July 2014.
Final payment of the Research & Development amendment was made during the financial year.
Financial Risk Management
Information concerning the Group’s exposure to financial risks on other financial liabilities is set out in Note 19.
Note 17. Deferred Grants
Non-current
Government grants obtained during financial year
Total non-current deferred grants
31 July 2022
31 July 2021
$
-
-
$
111,500
111,500
Significant Accounting Policy: Government Grants
Government grants are assistance by government in the form of transfers of resources to the Group in return for
past or future compliance with certain conditions relating to the operating activities of the Group.
Government grants are not recognised until there is reasonable assurance that the Group will comply with the
conditions attached to them and the grant will be received.
The Group’s projects at times may be supported by grants received from federal, state and/or local
governments. Government grants received in relation to exploration and evaluation expenditure are initially
deferred as a liability until the grant is spent. Once spent, it is then recognised as a reduction in the carrying
value of the exploration and evaluation asset or income if the expenditure relating to the grant is expensed.
Page 46
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Contributed Equity and Reserves
(a) Contributed Equity
Ordinary shares, fully paid
Total contributed equity
(b) Movement in Ordinary Shares
Dates
Details
31 July 2022
31 July 2021
$
$
85,211,863
85,211,863
82,829,843
82,829,843
Number of
ordinary
shares
$
1 August 2020
Opening balance in prior financial year
270,945,680
76,906,563
23 November 2020 Ordinary shares issued – share placement
15 December 2020 Ordinary shares issued – share purchase plan
15 December 2020 Ordinary shares issued – share placement
15,000,000
15,990,374
4,341,174
Transaction costs arising on ordinary shares issued
-
2,550,000
2,718,400
738,000
(83,120)
31 July 2021
Balance at end of prior financial year
306,277,228
82,829,843
24 December 2021 Ordinary shares issued – share placement
12 January 2022
Ordinary shares issued – share placement
6 June 2022
Ordinary shares issued – share placement
Transaction costs arising on ordinary shares issued
2,941,294
588,235
6,792,453
-
500,020
100,000
1,800,000
(18,000)
31 July 2022
Balance at end of financial year
316,599,210
85,211,863
The Company does not have a limited amount of authorised capital and ordinary shares have no par value.
(c) Dividends
Ordinary shares participate in dividends as declared and the proceeds on winding up of the Company in
proportion to the number of fully paid ordinary shares held.
There were no ordinary dividends declared or paid during the financial year by the Company (2021: $Nil).
(d) Capital Management
The Group manages its capital to ensure that the Group will be able to continue as a going concern while
maximising the return to shareholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of debt (which includes borrowings disclosed in Note 14), cash and
cash equivalents, and equity attributable to equity holders of the Company comprising contributed equity,
accumulated losses and reserves.
Due to the nature of the Group’s activities, that is exploration and evaluation, the Board of Directors believes
that due to the different stages of its projects, and their differing capital requirements and risks, it is not possible
to define what funding method is optimal from the range of options available to the Group, namely: equity, debt,
joint venture or sell down of project equity or some combination. At all times, the Group’s proposed activities are
monitored to ensure optimal funding arrangements are put in place that are appropriate to the particular
circumstance of each project or activity being undertaken.
Page 47
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Contributed Equity and Reserves (continued)
(e) Significant Accounting Policies:
Contributed Equity
Ordinary shares are classified as equity. Contributed equity represents the fair value of ordinary shares that
have been issued. Any transaction costs directly attributable to the issue of new ordinary shares are deducted
from issued share capital, net of any related income tax.
Reserves Within Equity
Share-based payments reserve: is used to recognise the grant date fair value of share-based payments
expense. Amounts are transferred out of this reserve and into accumulated losses when share options lapse.
Buy-out reserve: resulted from the purchase of NU Energy Resources Pty Ltd (formerly, Curnamona Energy
Pty Limited) and Geothermal Resources Pty Limited’s non-controlling interests by Havilah Resources Limited.
It represented the difference between the consideration paid and the carrying value of the non-controlling
interest.
Note 19. Financial Instruments (including Financial Risk Management)
The Group’s activities expose it to a variety of financial risks: market risk; credit risk; and liquidity risk.
The Group’s financial risk management program focuses on the unpredictability of financial markets and seeks
to minimise potential adverse effects on the financial performance of the Group. The Group uses different
methods to measure the different types of financial risk to which it is exposed. These methods include sensitivity
analysis in the case of interest rates and equity price.
The overall financial risk management strategy of the Group is governed by the Board of Directors, and is
primarily focused on ensuring the Group is able to finance its business plans, whilst minimising potential adverse
effects on financial performance. Risk management policies and systems are reviewed on a periodic basis to
reflect changes in market conditions and Group activities.
The totals for each category of financial instruments in the consolidated statement of financial position are:
Financial assets
Cash and cash equivalents
Trade and other receivables
Bank term deposits
Shares in a listed ASX entity (at FVTPL)
Financial liabilities
Trade and other payables
Borrowings
Other financial liabilities
Note
31 July 2022
31 July 2021
$
$
7(a)
1,610,201
4,007,410
8
12
12
13
14
16
98,714
60,000
240,917
434,930
104,084
-
62,996
60,000
540,834
675,953
63,833
158,706
The Group had no off-balance sheet financial assets or financial liabilities during the financial year or prior
financial year.
(a) Market Risk
(i) Commodity Price Risk
The Group does not currently have any projects in production and has no current exposure to commodity price
fluctuations.
Page 48
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 19. Financial Instruments (including Financial Risk Management) (continued)
(a) Market Risk (continued)
(ii) Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of financial assets and financial liabilities will
fluctuate because of changes in market interest rates.
The Group is exposed to interest rate risk as it earns interest at floating rates from a portion of its cash and cash
equivalents. When relevant, the Group places a portion of its funds into short-term fixed interest bank deposits
that provide short-term certainty over the interest rate earned.
The Group had no interest rate hedging in place as at 31 July 2022 (or 31 July 2021).
The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity
risk management section of this note.
Interest rate sensitivity analysis
This sensitivity should not be used to forecast the future effect of movements in interest rates on future cash
flows.
If interest rates had been 50 basis points higher or lower at the end of the reporting period, and all other
variables were held constant, the Group’s loss would decrease by $8,351 and increase by $40 respectively
(2021: decrease $20,337 and increase by $90). This is attributable to interest rates on bank term deposits and
trading accounts.
(iii) Equity Price Risk
The Group is exposed to equity price risks arising from its equity investment in fully paid ordinary shares held in
ASX listed Auteco Minerals Ltd. Equity investments are held for strategic rather than trading purposes.
Equity price sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to equity price risks at the end of the
reporting period. This sensitivity should not be used to forecast the future effect of movements in equity price on
future profit or loss.
At the end of the reporting period, if Auteco Minerals Ltd’s last traded price on the ASX had been 5% higher or
lower the Group’s loss would decrease/increase by $12,046 (2021: $27,042).
(b) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining
sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from activities.
The Group does not have any significant credit risk exposure to any counterparty, other than bank term deposits
and trading accounts with the Group’s bank. The credit risk on liquid funds is limited because the counterparty is
an Australian bank with an investment grade credit rating assigned by international credit rating agencies.
Where commercially practical, the Group seeks to limit the amount of credit exposure to any one bank or
financial institution. The Group is exposed to concentration of credit risk in relation to bank term deposits and
trading accounts held with the National Australia Bank Limited, the maximum exposure as at 31 July 2022 was
$1,670,201 (31 July 2021: $4,067,410).
The carrying amount of financial assets recorded in the consolidated financial statements and relevant notes,
net of any allowances for losses and/or impairments, represents the Group’s maximum exposure to credit risk
without taking account of the value of any collateral obtained.
Page 49
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 19. Financial Instruments (including Financial Risk Management) (continued)
(c) Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial
liabilities. Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built
an appropriate liquidity risk management framework for the management of the Group’s short, medium and
long-term funding and liquidity management requirements. The Group manages liquidity risk by ensuring there
are sufficient funds available to meet financial obligations on a day-to-day basis and to meet unexpected
liquidity needs in the normal course of business. Emphasis is placed on ensuring there is sufficient funding in
place to meet the ongoing requirements of the Group’s exploration and evaluation activities.
Liquidity and interest risk tables
The following tables detail the Group’s remaining contractual maturity and interest rate risk for its financial
assets and financial liabilities at the end of the financial year.
Financial assets
2022
Non-interest bearing
Variable interest rate
2021
Non-interest bearing
Variable interest rate
Financial liabilities
2022
Non-interest bearing
Fixed interest rate
2021
Non-interest bearing
Variable interest rate
Fixed interest rate
Weighted average
effective interest rate
Less than 1 year
1 to 2 years
%
-
0.0
-
0.0
$
339,631
1,670,201
603,830
4,067,410
$
-
-
-
-
Weighted average
effective interest rate
Less than 1 year
1 to 4 years
%
-
3.57
-
7.9
4.1
$
434,930
62,360
675,953
158,706
10,376
$
-
41,724
-
-
53,457
(d) Fair Value Measurement of Assets and Liabilities
The fair value of financial assets and financial liabilities are not materially different to their carrying amount.
As the shares in a listed ASX entity (at FVTPL) are publicly traded listed securities (and traded actively on the
ASX) the fair value as at 31 July 2022 of $240,917 (31 July 2021: $540,834) was based on the shares last
quoted sales price (Level 1) at the end of the reporting period.
The Group did not measure any financial assets or financial liabilities on a non-recurring basis as at
31 July 2022 (or 31 July 2021).
There have been no transfers between levels of the fair value hierarchy used in measuring the fair value of
financial instruments. There have also been no changes in the classification of financial assets as a result of a
change in the purpose or use of those assets.
Page 50
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 19. Financial Instruments (including Financial Risk Management) (continued)
Significant Accounting Policy: Financial Instruments
The classification depends on the nature and purpose of the financial asset or financial liability and is
determined at the time of initial recognition.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within
finance costs, interest income or other financial items, except for impairment of trade receivables that is
presented within other expenses.
Cash and cash equivalents
Cash and cash equivalents in the consolidated statement of financial position and for presentation in the
consolidated statement of cash flows comprise cash on hand, cash at banks and short-term bank deposits that
are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
Trade and other receivables
Receivables, which normally have 30-day terms, are generally non-interest bearing amounts. They are
recognised initially at the amount of the consideration that is unconditional unless they contain significant
financing components, when they are recognised initially at fair value. The Group holds receivables with the
objective to collect the contractual cash flows. They are presented as current assets, unless collection is not
expected for more than 12 months after the end of the reporting period. For receivables expected to be settled
within 12 months, these are subsequently measured at amortised cost using the effective interest method, less
any loss allowance.
For receivables expected to be settled later than 12 months, these are subsequently measured at amortised
cost based on discounted cash flows using an effective interest rate, less any loss allowance. Cash flows
relating to non-current receivables are not discounted if the effect of discounting would be immaterial.
FVTPL (Financial assets at fair value through profit or loss)
Certain shares in a listed ASX entity held by the Group are classified as being financial assets at FVTPL.
Gains and losses arising from changes in fair value are recognised directly in profit or loss for the reporting
period. Fair value has been determined based on quoted market prices (Level 1).
Impairment of financial assets
The Group has applied the AASB 9 ‘Financial Instruments’ general model approach to measuring expected
credit losses for all financial assets.
While cash and cash equivalents are also subject
impairment requirements of AASB 9
‘Financial Instruments’, the identified impairment loss was considered not significant given the counterparty
and/or the short maturity.
the
to
When required, the carrying amount of the relevant financial asset is reduced through the use of a loss
allowance account and the amount of any loss is recognised in profit or loss. When measuring expected credit
losses, balances are reviewed based on available external credit ratings, historical loss rates and/or the days
past due.
Classification and measurement of financial liabilities
The Group’s financial liabilities include trade and other payables, and borrowing. Financial liabilities are initially
measured at fair value and, where applicable, adjusted for transaction costs unless the Group classified a
financial liability as FVTPL. They are presented as current liabilities, unless payment is not due for more than
12 months after the end of the reporting period.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for
financial liabilities classified as FVTPL, which are carried subsequently at fair value with gains or losses
recognised in profit or loss.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or
loss are included within finance costs.
Page 51
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 20. Composition of the Group
Havilah Resources Limited, the Group’s ultimate Parent Company, is an Australian public company limited by
shares and is listed on the ASX. The Company was incorporated as a public company on 11 February 1997.
The Company is domiciled in Australia.
Country of
incorporation
& activities
carried on in Principal activity
Ownership and
voting interest
held by the Group
2022
2021
Name
Parent Company:
Havilah Resources Limited
Australia
Parent Company. Owner of various
exploration licences and Mutooroo Mining
Lease
Subsidiaries:
Copper Aura Pty Ltd
Australia
Iron Genesis Pty Ltd
Australia
Havilah Royalties Pty Ltd
Australia
Owner of various tenements in the
Mutooroo Project Area
Owner of various tenements related to
the Group’s iron ore assets
Owner of Benagerie mining lease royalty
for the Portia Gold Mine
100%
100%
100%
100%
100%
100%
Australia
No current tenements
100%
100%
NU Energy Resources Pty Ltd
(formerly, Curnamona Energy
Pty Limited)
Geothermal Resources Pty
Limited
Australia
Owner of Neo Oil Pty Ltd and a
geothermal exploration licence
Kalkaroo Copper Pty Ltd
Australia
Kalkaroo Pastoral Company Pty
Limited
Lilydale Iron Pty Ltd
Maldorky Iron Pty Ltd
Australia
Australia
Australia
Mutooroo Metals Pty Ltd
Australia
Owner of the Kalkaroo project (3 Mining
Leases, 2 Miscellaneous Purposes
Licences and 1 Mineral Claim granted)
Owner of the Kalkaroo Station pastoral
lease
No current tenements
Owner of the Maldorky iron ore project (5
Mineral Claims granted and Mining Lease
application in process)
Owner of the Mutooroo project (2 Mineral
Claims granted)
Neo Oil Pty Ltd
Oban Energy Pty Limited
Australia
Australia
No current tenements
No current tenements
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Havilah Resources Limited is the head entity of the tax-consolidated group and all the subsidiaries listed above
are members of the tax-consolidated group.
Significant Accounting Policy: Basis of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as
at 31 July 2022 and the results of all subsidiaries for the financial year then ended.
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with the
accounting policies applied by the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are
eliminated on consolidation. Unrealised losses are also eliminated, unless the transaction provides evidence of
the impairment of the asset transferred.
Page 52
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 21. Joint Arrangements
The Group undertakes a number of business activities through joint arrangements, which exist when two or
more parties have joint control. Joint arrangements are classified as either joint operations or joint ventures,
based on the contractual rights and obligations between the parties to the arrangement.
(a) Joint Venture Arrangements
The Group had no joint venture arrangements as at 31 July 2022 (or 31 July 2021).
(b) Joint Operation Arrangements
The Group’s interests in joint operation arrangements are as follows:
Prospect Hill farm-in agreement
Pernatty Lagoon farm-in agreement
31 July 2022
31 July 2021
Earning up to 85%
Earning up to 85%
10%, carried interest
10%, carried interest
There are no amounts (2021: $Nil) represented in the Group’s share of assets, liabilities, revenues or expenses
in respect of joint operations.
There are $Nil (31 July 2021: $Nil) exploration expenditure commitments in respect of joint operations.
Contingent liabilities in respect of joint operations are set out in Note 23(a).
Prospect Hill farm-in agreement
On 26 March 2007 the Group entered into a farm-in agreement with Teale & Associates Pty Ltd and Estate of
Adrian Mark Brewer relating to exploration on EL5891 that allows the Group to earn a participating interest in
the tenement.
The Group undertook to fund an exploration program on the tenement over a 3 year period from 26 March 2007
to earn a 65% interest in the tenement, and this has been met.
The Group is able to earn an additional 20% interest in the tenement by completing a bankable feasibility study,
which has not been met. Thereafter Teale & Associates Pty Ltd and the Estate of Adrian Mark Brewer may
contribute their 15% share of development costs or revert to a net smelter return royalty.
Pernatty Lagoon farm-in agreement
On 15 October 2004 the Group entered into a farm-in agreement with Red Metal Limited relating to exploration
on EL6014. Under the above farm-in agreement, the Group’s interest was converted into a 10% carried interest.
Significant Accounting Policy: Joint Arrangements
A joint operation is an arrangement in which the Group shares joint control, primarily via contractual
arrangements with other parties. In a joint operation, the Group has rights to the assets and obligations for the
liabilities relating to the arrangement. This includes situations where the parties benefit from the joint activity
through a share of the output, rather than by receiving a share of the results of trading. In relation to the Group’s
interest in a joint operation, the Group recognises: its share of assets and liabilities; revenue from the sale of its
share of the output and its share of any revenue generated from the sale of the output by the joint operation;
and its share of expenses. All such amounts are measured in accordance with the terms of the arrangement,
which is usually in proportion to the Group’s interest in the joint operation.
Page 53
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 22. Commitments
(a) Exploration Expenditure Commitments
The Group has certain obligations to perform exploration work and expend minimum amounts of money, known
as exploration expenditure commitments, on South Australian exploration tenements it holds. The exploration
expenditure commitments of the Group will vary from time to time, subject to statutory approval. The terms of
current and future farm-out arrangements (which are typical of the normal operating activities of the Group),
the grant or
renewal or expiry, and
Amalgamated Expenditure Agreements (‘AEA’) negotiated with the DEM (the regulator in South Australia),
will also alter the expenditure commitments of the Group.
licences, changes
licence areas at
relinquishment of
to
At the end of the reporting period the DEM and the Group were in discussions about future AEA terms for the
2 year period from 1 January 2022 to 31 December 2023, which normally takes into account such factors as
past performance, the prevailing exploration licence (‘EL’) cumulative expenditure commitments, proposed
exploration work programs, and ground accessibility. Previous AEAs have typically included relinquishment of a
minimum of 10% of the combined relevant tenement areas at the end of the 2 years if the expenditure
commitments are met. At this stage, it is considered unlikely that future AEA conditions would be more
favourable in terms of overall expenditure and relinquishment requirements than those that have applied in the
past. It is likely that the final outcome may also be affected by new South Australian mining regulations that
have recently come into force.
The minimum expenditure commitment on other mineral exploration tenements not covered by AEAs is
approximately:
Not later than 1 year
Total non-AEA exploration expenditure commitments
31 July 2022
31 July 2021
$
190,000
190,000
$
190,000
190,000
(b) Kalkaroo Mining Lease and Miscellaneous Purposes Licence Rental Commitments
Non-cancellable Kalkaroo Mining Lease ('ML') and Miscellaneous Purposes Licence ('MPL') rentals not provided
for in the consolidated financial statements and payable:
Not later than 1 year
Later than 1 year but not later than 5 years
Later than 5 years
Total MLs and MPLs rental commitments
31 July 2022
31 July 2021
$
137,367
549,468
1,648,405
2,335,240
$
131,539
526,156
1,710,014
2,367,709
(c) Kalkaroo Station Pastoral Lease Rental Commitment
Non-cancellable annual Kalkaroo Station pastoral lease rentals for future financial years have not been provided
for in the consolidated financial statements. The Kalkaroo Station pastoral lease rental payment is currently
$6,068 (2021: $5,157) per annum, and will be payable annually for an indefinite period of time.
(d) Capital Expenditure Commitments
The Group has no contractual capital expenditure commitments outstanding at 31 July 2022 (31 July 2021: $Nil).
Page 54
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 23. Contingent Liabilities and Contingent Assets
By their nature, contingencies will only be resolved when one or more uncertain future events occur or fail to
occur. Determination of contingent liabilities disclosed requires the exercise of significant judgement regarding
the outcome of future events.
(a) Contingent Liabilities
Future production
The Group has a contingent liability to Glencore International AG in relation to payments based on 10% of the
Group’s share of any future mining profits from the Kalkaroo project, until the total amount paid reaches
$7,000,000. There is no indexation.
Production royalties
The Group has a liability for royalties contingent on projects advancing into production, see notes to
Tenement Schedule on page 67 for relevant royalty arrangements.
In addition, Mining Leases held by the Group are subject to the payment of production royalties to the South
Australian government, the rate of such royalties varies depending upon the minerals produced and sold and
other factors.
Native title
During December 2018, a NTMA (Native Title Mining Agreement) for Kalkaroo was executed between the
Ngadjuri Adnyamathanha Wilyakali Native Title Aboriginal Corporation (‘NAWNTAC’) and Havilah. Annual floor
payments, adjusted for CPI (consumer price index), are due to NAWNTAC from when the Kalkaroo project
reaches commercial production. In addition, annual profits payment based on a percentage of EBITDA
(earnings before interest, tax, depreciation and amortisation), if EBITDA is positive, are due to NAWNTAC from
when the Kalkaroo project reaches commercial production, but are capped until the cumulative EBITDA
exceeds the cumulative capital costs of the project. The NTMA also includes employment, training, and
business development opportunities for the native title holders over the life of the mine.
Native title claims also exist over all exploration tenements in South Australia in which the Group has interests.
The Group is unable to determine the prospects for success or otherwise of the native title claims on these
exploration tenements and, in any event, whether or not and to what extent the native title claims may
significantly affect the Group or its projects, as such any contingent liability is unknown.
Bank guarantees
The Group has provided restricted cash deposits of $60,000 as security for a number of unconditional
irrevocable bank guarantees for the provision of various rehabilitation bonds to the Minister for Energy and
Mining and security for a purchase card facility provided to the Group by its banker.
Additionally, the Group has utilised $100,000 of a non-cash backed National Australia Bank Limited guarantee
facility of $500,000 as security for the following unconditional irrevocable bank guarantee: a rehabilitation bond
issued by Geothermal Resources Pty Limited for $100,000 to the Minister for Energy and Mining.
Joint operations
In accordance with normal industry practice, the Group has entered into joint operations with other parties for
the purpose of exploring and evaluating its exploration tenements. If a participant to a joint operation defaults
and does not contribute its share of joint operation obligations, then the remaining joint operation participants
are jointly and severally liable to meet the obligations of the defaulting participant. In this event, the interest in
the exploration tenements held by the defaulting participant may be redistributed to the remaining joint operation
participants.
In the event of a default, a contingent liability exists in respect of expenditure commitments due to be met by the
Group in respect of the defaulting joint operation participant.
(b) Contingent Assets
Pursuant to an agreement with Consolidated Mining & Civil Pty Ltd, the Group has a contingent payment of
$3,800,000 due to it on the development of the North Portia mine and that mine achieving production revenue of
$3,500,000. There is no indexation.
The Group’s exposure is secured by a registered charge over Mining Lease ML6346 and the assets of
Benagerie Gold & Copper Pty Ltd.
Page 55
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 24. Related Party Disclosures
Transactions between related parties are on normal commercial terms and conditions, no more favourable than
those available to other parties, unless otherwise stated.
(a) Subsidiaries
The ultimate Parent Company within the Group is Havilah Resources Limited. Details of the percentage
ownership of ordinary shares in subsidiaries are disclosed in Note 20.
(b) Remuneration of Key Management Personnel
Directors and other key management personnel remuneration is summarised as follows:
Short-term employee benefits
Post-employment benefits
Long-term employee benefits
Share-based payments expense
Total key management personnel remuneration
Financial Year Ended
31 July 2022
31 July 2021
$
562,825
52,029
6,233
410,765
1,031,852
$
571,822
49,990
6,182
87,991
715,985
Detailed remuneration disclosures for key management personnel are provided on page 21 of the
Remuneration Report (Audited).
Apart from the details disclosed in this note, no Director or other key management personnel has entered into a
material contract with the Group since the end of the prior financial year and there were no material contracts
involving Directors’ or other key management personnel interests subsisting as at 31 July 2022.
(c) Other Related Party Transactions with Directors and Related Entities
During the financial year the Group incurred the following other amounts as a result of transactions with
Directors and other key management personnel, including their personally related parties (excluding amounts
paid as remuneration to Directors and other key management personnel):
•
•
$31,000 (2021: $23,732) for marketing and public relations services to a social media company (Filtrd) in
which a related party (William Giles) of Dr Christopher Giles has an interest. The balance outstanding
included in trade and other payables is $2,000 (2021: $2,000); and
200,000 unlisted share options were issued to William Giles, pursuant to a resolution approved by
shareholders at the 2021 Annual General Meeting, under the Company’s Performance Rights and Share
Option Plan. These employee share options vested on issue. In accordance with AASB 2 ‘Share-based
Payment’, as these options vested immediately, the Group was required to expense the value of his options
of $10,332 in its profit or loss for the financial year ended 31 July 2022. Share options do not represent cash
payments and share options may or may not be exercised by the holder.
(d) Superannuation Contributions
During the financial year the Group contributed to accumulation type benefit funds administered by external fund
managers or an employee’s self-managed superannuation fund. The funds cover employees and Directors of
the Group.
Page 56
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 25. Share-based Payments
The Plan (Performance Rights and Share Option Plan), approved by the Board of Directors during March 2019,
is open to all employees but excludes Directors of the Company. In accordance with the provisions of the Plan,
the Board of Directors may issue share options to purchase ordinary shares to eligible executives and
employees. Each share option is to subscribe for one fully paid ordinary share in the Company. Share options
can be exercised in the year of vesting, and share options not exercised during a particular year will accumulate
and may be exercised in subsequent years until their expiry. The number of share options granted to employees
is set by the Board of Directors at its discretion but consideration is given to employment contract terms.
Other relevant details are:
•
•
•
•
•
no consideration is payable by the recipient on receipt of share options issued;
the share options will only be issued following acceptance of a written application by the employee in
response to an invitation to participate in the Plan being issued by the Board of Directors;
the share options have various time and/or performance related vesting conditions;
the share options expire at the earlier of either 3 or 4 years from the grant date or 1 month from the date the
share option holder ceases to be an employee of the Company; and
share options granted carry no dividend or voting rights.
Details of share options outstanding at the end of the financial year are:
Grant date
fair value
Exercise price per
share option
Grant date
11 July 2019 (Employee 1)
11 July 2019 (Employee 1)
3 May 2021 (Employee 1)
3 May 2021 (Employee 1)
3 May 2021 (Employee 1)
21 December 2021 (Employee 2)
21 December 2021 (Director 3)
Number
2,950,646
3,006,228
3,733,333
333,334
333,333
200,000
7,000,000
$0.05
$0.05
$0.11
$0.09
$0.06
$0.05
$0.06
Expiry date
11 July 2023
11 July 2023
30 April 2024
30 April 2024
30 April 2024
30 April 2024
$0.22
$0.28
$0.25
$0.25
$0.25
$0.25
$0.265 21 December 2024
Total
1 Unlisted share options issued to employees under the Company’s Performance Rights and Share Option Plan.
2 Unlisted share options issued to an employee, pursuant to a resolution approved by shareholders at the
17,556,874
2021 Annual General Meeting, under the Company’s Performance Rights and Share Option Plan.
3 Unlisted share options issued to Directors. The share options issued to Directors were issued pursuant to resolutions
approved by shareholders at the 2021 Annual General Meeting.
Share options do not represent cash payments and share options may or may not be exercised by the holder.
The following summary reconciles the outstanding share options over unissued ordinary shares in the Company
at the beginning and end of the financial year:
Year ended 31 July 2022
Year ended 31 July 2021
Balance at beginning of financial year
Issued during financial year
Exercised during financial year
Expired during financial year
Forfeited during financial year
Balance at end of financial year
Exercisable at end of financial year
Number of
share
options
20,256,874
7,200,000
-
(9,900,000)
-
17,556,874
17,223,541
Weighted
average
exercise
price
$
0.26
0.265
-
0.26
-
0.26
0.26
Number of
share
options
17,319,258
4,400,000
-
(600,000)
(862,384)
20,256,874
19,542,707
Weighted
average
exercise
price
$
0.26
0.25
-
0.40
0.25
0.26
0.26
Page 57
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 25. Share-based Payments (continued)
Share options outstanding at the end of the financial year had a weighted average exercise price of $0.26
(31 July 2021: $0.26), a range of exercise prices from $0.22 to $0.28 (31 July 2021: $0.22 to $0.36), with a
weighted average remaining contractual life of 633 days (31 July 2021: 492 days).
Share-based payments expense is summarised as follows:
Director share options
Employee share options
Total share-based payments expense
Financial Year Ended
31 July 2021
31 July 2022
$
(410,473)
(38,814)
(449,287)
$
-
(381,135)
(381,135)
Significant Accounting Policy: Share-based Payments
Equity-settled share-based payments expense relates to the value of share options allocated to particular
financial periods in accordance with AASB 2 ‘Share-based Payment’, which requires the fair value of a share
option at grant date to be allocated equally over the period from grant date to vesting date based on the Group’s
estimate of ordinary shares that will eventually vest, adjusted for not meeting the vesting condition. For share
options that vest immediately, the value is disclosed as an expense immediately.
Fair value is measured by use of the binomial option pricing method. Share options do not represent
cash payments and share options granted may or may not be exercised by the holder.
Significant Accounting Estimates, Assumptions and Judgements: Share-based Payments
The share options issued by Havilah during the financial year were priced using a binomial option pricing model,
the assumptions and inputs used in estimating fair value at grant date of the unlisted share options were:
Grant and vesting
date
21 December 2021
21 December 2021
Share price
at grant date
$0.165
$0.165
Exercise
price
$0.25
$0.265
Expected
volatility
71.98%
71.98%
Share option
life
2.36 years
3 years
Expected
dividends
-
-
Risk-free
interest rate
1.64%
1.64%
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group’s estimate of ordinary shares that will eventually
vest.
Historical volatility was the basis for determining expected share price volatility as it is assumed that this is
indicative of future trends, which may not eventuate.
Note 26. Parent Company Financial Information
Commitments for Expenditure and Contingent Liabilities of Parent Company
(a) Exploration Expenditure Commitments
The exploration expenditure commitments are similar to that of the Group as disclosed in Note 22(a).
(b) Guarantees
The circumstances around guarantees for the Parent Company are similar to that of the Group as disclosed in
Note 23(a).
(c) Native Title
The circumstances around native title for the Parent Company are similar to that of the Group as disclosed in
Note 23(a).
Page 58
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 26. Parent Company Financial Information (continued)
Statement of Financial Position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Contributed equity
Share-based payments reserve
Accumulated losses
Total equity
Loss for financial year
Other comprehensive income
Total comprehensive loss
Parent Company
31 July 2022
31 July 2021
$
$
1,916,961
34,974,194
36,891,155
1,156,652
41,733
4,220,786
33,282,335
37,503,121
1,924,003
53,456
1,198,385
1,977,459
35,692,770
85,211,863
1,138,195
35,525,662
82,829,843
1,252,741
(50,657,288)
(48,556,922)
35,692,770
35,525,662
(2,664,199)
(2,105,957)
-
-
(2,664,199)
(2,105,957)
Note 27. Significant Matters Arising Subsequent to the End of the Financial Year
The Annual Report was authorised for issue by the Board of Directors on 28 October 2022. The Board of
Directors has the power to amend and reissue this Annual Report.
Since 31 July 2022, the following significant matters have occurred:
(a) General Meeting of Shareholders
At the general meeting of shareholders held on 31 August 2022, Havilah sought and obtained shareholder
approval of the Proposed Transaction and disposal of interest in the Kalkaroo copper-gold-cobalt project in
accordance with the Kalkaroo Transaction. The resolution received a 99.78% vote (cast on a poll) in favour.
The full form definitive agreements executed with OZ Exploration on 25 July 2022, that covered all aspects of
the Proposed Transaction, became effective on 31 August 2022.
On 20 September 2022 the Group received from OZ Exploration the first 3 months of funding under the
Strategic Alliance agreement that was signed on 25 July 2022, paid as a lump sum of $3,000,000.
(b) Mutooroo Copper-Cobalt-Gold Drilling Results
On 29 September 2022 the Group announced assay results at the Mutooroo copper-cobalt deposit for reverse
circulation drillholes from the current ongoing PFS open pit resource expansion drilling program. Drilling has
confirmed multiple copper-cobalt massive sulphide lodes up to 7 metre thickness, generally where expected
from previous drilling and surface outcrops.
There has been no other matter or circumstance that has arisen since the end of the financial year, that has
significantly affected or may significantly affect the operations of the Group, the results of those operations, or
the state of affairs of the Group in future financial years.
Page 59
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
DIRECTORS’ DECLARATION
The Directors’ declare that:
(a) in the Directors’ opinion, the consolidated financial statements and notes, set out on pages 28 to 59, are in
accordance with the Corporations Act 2001, including:
(i)
complying with relevant Australian Accounting Standards and the Corporations Regulations 2001;
and
(ii) giving a true and fair view of the Group’s financial position as at 31 July 2022 and of its performance
for the financial year ended on that date; and
(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.
Note 1 confirms that the consolidated financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board.
The Directors have been given the declarations by the Technical Director and Chief Financial Officer required
by Section 295A of the Corporations Act 2001.
This Directors’ Declaration is made in accordance with a resolution of the Board of Directors.
On behalf of the Board of Directors
Dr Christopher Giles
Executive Director
28 October 2022
Mr Simon Gray
Executive Chairman
Page 60
Grant Thornton Audit Pty Ltd
Grant Thornton House
Level 3
170 Frome Street
Adelaide SA 5000
GPO Box 1270
Adelaide SA 5001
T +61 8 8372 6666
Independent Auditor’s Report
To the Members of Havilah Resources Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Havilah Resources Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 31 July 2022, the
consolidated statement of profit or loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including a summary of significant accounting policies, and the Directors’
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a giving a true and fair view of the Group’s financial position as at 31 July 2022 and of its performance for
the year ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
www.grantthornton.com.au
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‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
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Page 61
Material uncertainty related to going concern
We draw attention to Note 2 in the consolidated financial statements, which indicates that the Group incurred a
net loss of $2,927,574, and net cash outflows from operating and investing activities of $4,819,480 during the
year ended 31 July 2022. As stated in Note 2, these events or conditions, along with other matters as set forth in
Note 2, indicate that a material uncertainty exists that may cast doubt on the Group’s ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
In addition to the matter described in the Material uncertainty related to going concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Exploration and evaluation assets – Note 10
At 31 July 2022 the carrying value of exploration and
evaluation assets was $39,048,268.
In accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources, the Group is required
to assess at each reporting date if there are any
triggers for impairment which may suggest the carrying
value is in excess of the recoverable value.
The process undertaken by management to assess
whether there are any impairment triggers in each area
of interest involves an element of management
judgement.
This area is a key audit matter due to the significant
judgement involved in determining the existence of
impairment triggers.
Our procedures included, amongst others:
•
•
•
•
•
obtaining the management reconciliation of
capitalised exploration and evaluation expenditure
and agreeing to the general ledger;
reviewing management’s area of interest
considerations against AASB 6;
conducting a detailed review of management’s
assessment of trigger events prepared in
accordance with AASB 6 including;
−
tracing projects to statutory registers, exploration
licences and third party confirmations to
determine whether a right of tenure existed;
− enquiry of management regarding its intentions
to carry out exploration and evaluation activity in
the relevant exploration area, including review of
management’s budgeted expenditure;
− understanding whether any data exists to
suggest that the carrying value of these
exploration and evaluation assets are unlikely to
be recovered through development or sale;
evaluating the competence, capabilities and
objectivity of management’s experts in the
evaluation of potential impairment triggers; and
assessing the appropriateness of the related
financial statement disclosures.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 31 July 2022, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
#8598596v2
Grant Thornton Australia Limited
Page 62
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 Group’s ability 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/ar1_2020.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 the Directors’ report for the year ended 31 July 2022.
In our opinion, the Remuneration Report of Havilah Resources Limited for the year ended 31 July 2022
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.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
J L Humphrey
Partner – Audit & Assurance
Adelaide, 28 October 2022
#8598596v2
Grant Thornton Australia Limited
Page 63
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
ADDITIONAL SECURITIES EXCHANGE INFORMATION
Securities Exchange Listing
The Company was admitted to the ASX official list and quotation of its ordinary shares commenced on
21 March 2002. The ASX issuer code is HAV.
Additional information required by the ASX Listing Rules and not disclosed elsewhere in this Annual Report is
set out below. The information was applicable for the Company as at 18 October 2022.
Distribution of Shareholding: Ordinary Shares
The number of shareholders ranked by size of holding is set out below:
Size of Holding
Less than 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 to 1,000,000
More than 1,000,000
Total
Number of
Holders
Number of
Ordinary Shares on
Issue
270
1,089
622
1,342
282
33
3,638
72,320
3,403,310
4,767,370
47,445,213
80,482,404
180,468,593
316,639,210
There were 391 shareholders holding less than a marketable parcel of ordinary shares to the value of $500.
Twenty Largest Shareholders
The names of the twenty largest shareholders of the Company’s ordinary shares are listed below:
Shareholder
Number Held
1
2
3
4
5
6
7
8
9
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
BNP PARIBAS NOMS PTY LTD
IQ EQ (JERSEY) LIMTED
TRINDAL PTY LTD
TRINDAL PTY LTD
GLENCORE AUSTRALIA HOLDINGS PTY LTD
TRINDAL PTY LTD
MR PAUL CLARK
MAPTEK PTY LTD
10 WOOLSTHORPE INVESTMENTS LIMITED
CITICORP NOMINEES PTY LIMITED
MISS KRYSTYNA HELENA KASPEROWICZ
TRINDAL PTY LTD
STATSMIN NOMINEES PTY LTD
HNC HOLDINGS PTY LTD
STATSMIN NOMINEES PTY LTD
CRAIG PARK PTY LTD
BNP PARIBAS NOMINEES PTY LTD
TALAGER PTY LTD
DIANNE PEARL INVESTMENTS PTY LTD
11
12
13
14
15
16
17
18
19
20
Total
23,891,983
22,026,078
18,014,442
17,457,718
11,073,918
10,153,756
9,804,834
8,176,470
6,792,453
6,480,514
5,076,193
3,701,470
3,437,357
3,401,102
2,654,411
2,647,272
2,363,669
2,315,762
2,172,904
1,935,851
% of Total
Issued
Ordinary
Shares
7.55
6.96
5.69
5.51
3.50
3.21
3.10
2.58
2.15
2.05
1.60
1.17
1.09
1.07
0.84
0.84
0.75
0.73
0.69
0.61
163,578,157
51.66
Page 64
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
ADDITIONAL SECURITIES EXCHANGE INFORMATION (continued)
Substantial Shareholders
The number of ordinary shares held by substantial shareholders and their associates (who held 5% or more of
total fully paid ordinary shares on issue), as disclosed in substantial holder notices given to the Company, is set
out below:
Shareholder
Trindal Pty Ltd
IQ EQ (Jersey) Limited (formerly, First Names (Jersey) Limited) as
Trustee for The Ayscough Trust
Number Held
42,033,909
40,467,686
% of Total
Issued
Ordinary
Shares
13.28
12.78
Maptek Pty Ltd (and associates)
Republic Investment Management Pte. Ltd.
Total
20,366,552
15,898,489
6.43
5.02
118,766,636
37.51
Unlisted Equity Securities: Share Options
The following share options over unissued ordinary shares of the Company are not quoted:
Director share options
Employee share options
Total
Number of
Holders
Number of Unlisted
Share Options on
Issue
3
26
29
7,000,000
10,516,874
17,516,874
Voting Rights
(a) Ordinary Shares, Fully Paid
Voting rights of shareholders are governed by the Company’s Constitution. In summary, on a show of hands
every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote, and upon a
poll each such attending shareholder is entitled to one vote for every fully paid ordinary share held.
The Constitution is available under the Corporate Governance tab on the Company’s website.
(b) Unlisted Share Options
No voting rights.
Other Information
The register of securities is held at Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street,
Adelaide, SA 5000. Investor enquiries can be made via telephone on +61 8 8236 2300.
Havilah’s registered office and principal place of business is 107 Rundle Street, Kent Town, SA 5067.
Telephone: +61 8 7111 3627.
There is no current on-market buy-back.
The Company has no restricted securities on issue.
Page 65
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
TENEMENT SCHEDULE AS AT 31 JULY 2022
Project Name Tenement No. Tenement Name
5785
5824
5831
5848
5853
5873 ²
5882
5891 ³
5903
5904
5915 ²
5940
5951
5952
5956
5964
5966
Location
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Gawler Craton 6014 4
6041
South Australia Curnamona
6054
South Australia Curnamona
6056
South Australia Curnamona
6099
South Australia Curnamona
6161
South Australia Curnamona
6163
South Australia Curnamona
6165
South Australia Curnamona
6194
South Australia Curnamona
6203
South Australia Curnamona
6211
South Australia Curnamona
6258
South Australia Curnamona
6271
South Australia Curnamona
6280 5
South Australia Curnamona
6298
South Australia Curnamona
6323
South Australia Curnamona
6355
South Australia Curnamona
6356
South Australia Curnamona
6357
South Australia Curnamona
6358
South Australia Curnamona
6359
South Australia Curnamona
6360
South Australia Curnamona
6361
South Australia Curnamona
6370
South Australia Curnamona
6408
South Australia Curnamona
6409
South Australia Curnamona
6410
South Australia Curnamona
6411
South Australia Curnamona
6415
South Australia Curnamona
6428
South Australia Curnamona
South Australia Curnamona
6434
South Australia Gawler Craton 6468
6546
South Australia Curnamona
6567
South Australia Curnamona
6591
South Australia Curnamona
6592
South Australia Curnamona
6593
South Australia Curnamona
6594
South Australia Curnamona
6656
South Australia Curnamona
6657
South Australia Curnamona
6659
South Australia Curnamona
Registered Owner¹ % Interest Status
Current
Havilah
Moko
Current
Havilah
Coolibah Dam
Current
Copper Aura
Bonython Hill (2)
Current
Iron Genesis
Mingary (2)
Current
Havilah
Oratan
Current
Havilah
Benagerie
Current
Copper Aura
Mutooroo(2)
Current
Teale & Brewer
Prospect Hill
Current
Havilah
Border Block
Current
Havilah
Mundaerno Hill
Current
Havilah
Emu Dam
Current
Havilah
Coonarbine
Current
Havilah
Jacks Find
Current
Havilah
Thurlooka
Current
Havilah
Wompinie
Current
Havilah
Yalkalpo East
Current
Havilah
Moolawatana
Current
Red Metal
Pernatty
Current
Iron Genesis
Cutana
Current
Iron Genesis
Bindarrah
Current
Havilah
Frome
Current
Havilah
Lake Carnanto
Current
Havilah
Chocolate Dam
Current
Copper Aura
Mutooroo South
Current
Havilah
Poverty Lake
Current
Havilah
Bundera Dam
Current
Havilah
Watsons Bore
Current
Havilah
Cochra
Current
Havilah
Kidman Bore
Current
Havilah
Prospect Hill SW
Current
Iron Genesis
Mingary
Current
Havilah
Yalkalpo
Current
Havilah
Lake Charles
Current
Havilah
Olary
Current
Havilah
Lake Namba
Current
Havilah
Swamp Dam
Current
Havilah
Telechie
Current
Yalu
Havilah
Current
Woodville Dam (Cockburn) Havilah
Iron Genesis
Current
Tepco
Havilah
Current
Carnanto
Havilah
Current
Lake Yandra
Havilah
Current
Tarkarooloo
Havilah
Current
Lucky Hit Bore
Havilah
Current
Coombs Bore
Current
Eurinilla
Havilah
Current
Collins Tank (Cockburn) Havilah
Current
Havilah
Lake Frome
Current
Havilah
Sandstone
Current
Havilah
Billeroo West
Current
Havilah
Rocky Dam
Current
Havilah
Kalabity
Current
Copper Aura
Mutooroo Mine
Current
Havilah
Mundi Mundi
Current
Copper Aura
Bonython Hill
Current
Copper Aura
Mutooroo West
Current
Copper Aura
Bundera
Current
Havilah
Kalkaroo
100
100
100
100
100
100
100
65
100
100
100
100
100
100
100
100
100
10
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Page 66
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
TENEMENT SCHEDULE AS AT 31 JULY 2022 (continued)
Project Name Tenement No. Tenement Name
Location
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Curnamona
South Australia Frome
6660
6661
6662
6683
GEL181
Mulyungarie
Telechie North
Maljanapa
Bumbarlow
Frome
Project Name Tenement No. Tenement Name
Location
South Australia Kalkaroo
South Australia Kalkaroo
South Australia Kalkaroo
South Australia Kalkaroo
South Australia Kalkaroo
South Australia Kalkaroo
South Australia Maldorky
South Australia Maldorky
South Australia Maldorky
South Australia Maldorky
South Australia Maldorky
South Australia Mutooroo
South Australia Mutooroo
South Australia Mutooroo
ML6498
ML6499
ML6500
MPL158
MPL159
MC3828
MC4271
MC4272
MC4273
MC4274
MC4364
ML5678
MC3565
MC3566
Kalkaroo
Kalkaroo
Kalkaroo
Kalkaroo
Kalkaroo
Kalkaroo
Maldorky
Maldorky
Maldorky
Maldorky
Maldorky
Mutooroo
Mutooroo
Mutooroo
Registered Owner¹ % Interest Status
Current
Havilah
Current
Havilah
Current
Havilah
Current
Havilah
Current
Geothermal
100
100
100
100
100
Registered Owner ¹ % Interest Status
Current
Kalkaroo
Current
Kalkaroo
Current
Kalkaroo
Current
Kalkaroo
Current
Kalkaroo
Current
Kalkaroo
Current
Maldorky
Current
Maldorky
Current
Maldorky
Current
Maldorky
Current
Maldorky
Current
Havilah
Current
Mutooroo
Current
Mutooroo
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Notes to Tenement Schedule as at 31 July 2022
Note 1
Havilah:
Havilah Resources Limited
Copper Aura:
Copper Aura Pty Ltd, a wholly owned subsidiary of Havilah Resources Limited
Geothermal:
Geothermal Resources Pty Limited, a wholly owned subsidiary of Havilah Resources Limited
Iron Genesis:
Iron Genesis Pty Ltd, a wholly owned subsidiary of Havilah Resources Limited
Kalkaroo:
Maldorky:
Mutooroo:
Red Metal:
Teale &
Brewer:
Kalkaroo Copper Pty Ltd, a wholly owned subsidiary of Havilah Resources Limited
Maldorky Iron Pty Ltd, a wholly owned subsidiary of Havilah Resources Limited
Mutooroo Metals Pty Ltd, a wholly owned subsidiary of Havilah Resources Limited
Red Metal Limited
Teale & Associates Pty Ltd, Estate of Adrian Mark Brewer
Note 2 - 1% NSR (Net Smelter Return) royalty payable to MMG Limited
Note 3 - Agreement – farm-in to earn 85% interest in tenement
Note 4 - Agreement – farm-in, carried interest 10%
Note 5 - 1.25% NSR royalty payable to Exco Operations (SA) Pty Limited, Polymetals (White Dam) Pty Ltd
Page 67
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
GLOSSARY
Term
$ or cents
AASB
ADI
AEA
Alliance Period, Kalkaroo
Tenements, Proposed
Transaction, Terms Sheet
ASX
ATO
Company, Havilah or
Parent Company
consolidated entity
Definition
Units of Australian currency.
Australian Accounting Standards Board.
Accelerated Discovery Initiative.
Amalgamated Expenditure Agreement.
See relevant definitions in Schedule 1 of Notice of Meeting documents (refer to
ASX announcement of 29 July 2022).
ASX Limited ABN 98 008 624 691, trading as Australian Securities Exchange.
Australian Taxation Office.
Havilah Resources Limited.
The provisions of the Corporations Act 2001 use the term ‘consolidated entity’,
rather than ‘Group’, to refer to the Parent Company and its subsidiaries.
COVID-19
coronavirus disease 2019.
CPI
DEM
EL
ESG
eU3O8
Fe
Consumer Price Index.
Department for Energy and Mining (the regulator in South Australia).
Exploration Licence.
environmental, social and governance.
equivalent uranium oxide.
iron.
financial year
the financial year ended 31 July 2022.
FVTPL
GEL
Group
GST
g/t
IPO
JORC
fair value through profit or loss.
Geothermal Exploration Licence.
Havilah Resources Limited and its subsidiaries.
Goods and Services Tax.
gram/tonne.
initial public offering.
Joint Ore Reserves Committee.
Kalkaroo Option
Option to purchase the Kalkaroo copper-gold-cobalt project.
Kalkaroo Transaction
The grant and exercise of the Kalkaroo Option.
km, km2
koz, Moz
Kt, Mt, t
MC, ML, MPL
MT
NAWNTAC
kilometres and square kilometres respectively.
thousand troy ounces and million troy ounces respectively.
thousand tonnes, million tonnes and tonnes respectively.
Mineral Claim, Mining Lease and Miscellaneous Purposes Licence respectively.
magnetotelluric.
Ngadjuri Adnyamathanha Wilyakali Native Title Aboriginal Corporation.
OZ Exploration
OZ Exploration Pty Ltd.
OZ Minerals
OZ Minerals Limited and OZ Exploration Pty Ltd.
PFS
Plan
ppm
RC
REE
pre-feasibility study.
Performance Rights and Share Option Plan.
parts per million.
reverse circulation (drilling).
rare earth elements.
Page 68
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
KEY RISKS
The risks described below are the key risks identified by the Board as being relevant to the Group and its
operations as at the date of this Annual Report and reasonably anticipated by the Board. They may affect the
future operating and financial performance and financial position of the Group along with the trading price of
Havilah’s ordinary shares and dividends (if any) paid on them in the future.
The Board has endeavoured (and will continue to do so) to take steps to safeguard the Group from, and to
mitigate the Group’s exposure to, these risks.
It is important to note that the specific and general risk factors listed below are not an exhaustive list of all the
risks relevant to the Group.
(a) Specific Risk Factors
Exploration risk
Key to the Group’s financial performance is to have success in exploring for and locating commercial mineral
deposits. Exploration is subject to technical risks and uncertainty of outcome. The Group may not find any or
sufficient reserves and resources to commercialise which would adversely impact the financial performance of
the Group.
Operational risk
Adverse weather condition events, unforeseen increases in establishment costs, mechanical failures, human
errors, industrial disputes or encountering unusual or unexpected geological formations and other unforeseen
events, could lead to increased costs or delay to the Group’s activities and exploration programs, or restrictions
on its ability to carry out its present exploration programs. The Group will mitigate this risk by, amongst other
things, taking out appropriate insurance in line with industry practice.
Access to funding for operations risk
Exploration and development require significant capital and operational expenditure. To deliver future growth,
the Group may require funding for future commitments. There can be no assurance that the Group will be able
to obtain funding as and when required on commercially acceptable terms, or at all. Failure to obtain funding on
a timely basis and on reasonably acceptable terms may also cause the Group to miss out on new opportunities,
delay or cancel projects, or to relinquish or forfeit rights in relation to the Group’s assets, adversely impacting its
operational and financial performance.
Regulatory risk
The Group’s assets are in Australia. The enactment of new legislation or adoption of new requirements of a
governmental authority may restrict or affect the Group's right to conduct exploration and development or the
manner in which such activities can be conducted. The Australian political situation may also adversely affect
the country’s investment environment.
Key person dependence risk
The future success of the Group depends, to a significant extent, upon the continued services of the members
of the management team. There can be no assurance that the Group will be able to retain or hire all personnel
necessary for the development and operation of its business. The loss of senior managers could harm the
Group’s business and its future prospects.
Reserves and resources risk
Estimating reserves and resources are subject to significant uncertainties associated with technical data and the
interpretation of that data, future commodity prices, and development and operating costs. There can be no
guarantee that the Group will successfully produce the tonnage of minerals that it estimates as reserves, or that
resources will be successfully converted to reserves. Estimates may alter significantly or become more
uncertain when new information becomes available, for example additional drilling results. As estimates change,
potential development and production plans may also vary. Downward revision of reserves and resources
estimates may adversely affect Group operational or financial performance.
Development risk
In the event that the Group is successful in locating mineral deposits through exploration, or purchases a
development project, then that development could be delayed or be unsuccessful for a number of reasons
including extreme weather, unanticipated operational occurrences, failure to obtain necessary approvals
(including energy and water supply), insufficient funds, a drop in commodity prices, supply chain failure,
unavailability of appropriate labour, or an increase in costs. If one or more of these occurrences has a material
impact, then the Group’s operational and financial performance may be negatively affected.
Page 69
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
KEY RISKS (continued)
Environmental risk
The mining industry has become subject to increasing environmental responsibility and liability. Current and
future environmental legislation and regulations may impose significant environmental obligations on the Group.
The Group intends to continue to conduct its activities in a responsible manner that minimises its impact on the
environment, and in accordance with applicable laws.
Commodity price risk
The price at which the Group can sell its product will have a material influence on the financial performance of
the Group. It is impossible to predict future commodity prices with confidence and the factors which impact it
include, but are not limited to, global political situations, military conflicts, technological changes, output controls
and global commodity consumption, which are all outside the control of the Group. A material and extended fall
in realised commodity prices may have an adverse impact on the Group’s financial performance, including
potentially a reduction in the quantity of stated reserves.
Counterparty exposure and joint operation risk
The financial performance of the Group is subject to its various counterparties or joint operation participants
continuing to perform their respective obligations under various contracts. If one of its counterparties or joint
operation participants fails to adequately perform their contractual obligations, this may result in loss of
earnings, termination of particular contracts, disputes and/or litigation of which could impact on the Group's
financial performance.
COVID-19 risk
New COVID-19 variants and infection rates across the community continue to pose a risk. Given the ongoing
uncertainty relating to the duration and extent of the COVID-19 pandemic, and the impact it may have on the
demand and price for commodities (including copper and gold), on our suppliers and workforce, and on global
financial markets, the Group continues to face uncertainties that may impact on its operating activities, financing
activities and/or financial results.
(b) General Risk Factors
• Investment risks, such as changes in the Group’s own assessment of the economics of developing its assets
or the market perception of the value of the Group's assets and Havilah ordinary shares;
• Share market and liquidity risks involved in the listing and trading of shares on the ASX;
• Economic, political and social factors, including activism, and the effect on the market price of ordinary shares
of movements in equity markets, commodity prices, currency fluctuations and interest rates, and local and
global political and economic conditions;
• Epidemics and pandemics;
• Geopolitical instability, including international hostilities and acts of terrorism, the response to epidemics and
pandemics, and travel restrictions;
• Circumstances requiring the Group to change its objectives and/or strategy;
• Negotiations with native title holders being unfavourable or unsuccessful;
• The Australian economy deteriorating (including the adverse impacts of, and the responses to, inflation); and
• Stock market sentiment fluctuations impacting on the Havilah share price.
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ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2022
CORPORATE DIRECTORY
Board of Directors
Mr Simon Gray (Executive Director – Chairman)
Mr Victor Previn (Independent Non-Executive Director)
Dr Christopher Giles (Executive Director – Technical Director)
Company Secretary
Mr Simon Gray
Havilah Contact Details
Registered Office: 107 Rundle Street, Kent Town, South Australia 5067
Mail: PO Box 3, Fullarton, South Australia 5063
Telephone: +61 8 7111 3627
Email: info@havilah-resources.com.au
Website: www.havilah-resources.com.au
Share Registrar
Computershare Investor Services Pty Limited
Level 5, 115 Grenfell Street, Adelaide, South Australia 5000
Telephone: +61 8 8236 2300
External Auditor
Grant Thornton Audit Pty Ltd
Level 3, 170 Frome Street, Adelaide, South Australia 5000
Correspondence to: GPO Box 1270 Adelaide, South Australia 5001
Havilah’s drilling crew on the move between drill sites (photograph courtesy of Chris Giles – Technical Director)
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