HAVILAH RESOURCES LIMITED
ABN 39 077 435 520
ANNUAL REPORT
2024
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 1
Contents
Page
About the Group
2
Letter from the Board of Directors
4
Directors’ Report
5
Auditor’s Independence Declaration to the Directors of Havilah Resources Limited
31
Consolidated Financial Statements and Notes
32
Consolidated Entity Disclosure Statement
66
Directors’ Declaration
67
Independent Auditor’s Report to the Members of Havilah Resources Limited
68
Additional Securities Exchange Information
73
Tenement Schedule as at 31 July 2024
75
Key Risks
77
Glossary
79
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 adverse weather conditions, recruitment and retention of personnel, industrial relations issues and
litigation. In particular, there is no guarantee that the engagement of Deutsche Bank will result in any specific
transactional outcome for Kalkaroo.
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.
Where discovery upside is identified, this is a collective opinion of Havilah’s geologists based on their best
interpretations of the available data and their experience in the Curnamona Province. Further work may disprove
any or all the interpretations and geological models put forward in this Annual Report. Exploration is inherently
high risk and there is no certainty of success.
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: Perspective view of interpretations of sulphide lodes (purple-grey in central area), amphibolite (green) and
gneiss (pink and blue) at Mutooroo deposit using sophisticated AI technology. The mineralisation occurs in a
complex bi-furcating shear zone that is partly located along the amphibolite-gneiss contact or within the
amphibolite. Acknowledgement to Maptek for permission to use the image.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 2
ABOUT THE GROUP
Key Strengths
• Advanced stage multi-commodity mineral portfolio located in northeastern South Australia, near Broken Hill.
• Successful exploration discovery track record combined with large contiguous ground positions 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 largest undeveloped open pit copper-gold deposits in Australia, based on a
100 million tonne JORC Ore Reserve (90% is in the Proved classification).
• Mutooroo: Comparatively high grade copper deposit (1.53%) with appreciable cobalt (20,200 tonnes). Mutooroo is
one of the larger and higher grade undeveloped copper-cobalt sulphide deposits in Australia. A study program with
JX Advanced Metals Corporation of Japan is in progress.
• Considerable exploration discovery upside for resource expansion of both Kalkaroo and Mutooroo along strike, down-
dip and in adjacent areas as confirmed by recent drilling results.
• Associated critical minerals include cobalt, molybdenum, rare earth elements (‘REE’) and tungsten at Kalkaroo.
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.
• MacDonald Hill: A recent tenement acquisition that covers a large area of outcropping Braemar Iron Formation
located only a few kilometres north of the Barrier Highway and Transcontinental railway line.
* See JORC tables on page 20 for classifications and grades of each Ore Reserve and/or Mineral Resource.
** 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.
Uranium
• >9,000 km2 of the Frome Basin sand-hosted uranium province that is amenable to in situ recovery extraction.
• Significant hard rock uranium discoveries at Johnson Dam, Homestead and Birksgate prospects.
• Monetised certain non-core uranium assets via an agreement with Koba Resources Limited.
Exploration potential
• >11,000 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, molybdenum, REE, tin, and uranium.
• Recent drilling has potentially upgraded several prospects within 50 km of Kalkaroo for copper-gold mineralisation
with associated critical minerals including cobalt, molybdenum, REE, graphite, and/or vanadium.
Favourable logistics and infrastructure, low sovereign risk, Tier 1 mining jurisdiction1
• 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
resource 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.
Key Strategic Objectives
The underlying objective that guides all of the Group’s 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 77 and 78.
1 South Australia is a globally recognised favourable mining jurisdiction and was ranked 19th best jurisdiction for global
investment attractiveness by the independent Fraser Institute Annual Survey of Mining Companies 2023.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 3
ABOUT THE GROUP (continued)
The recent parallel price rise of copper and gold over the last 12 months provides an exceptionally favourable and
well-timed boost to the potential value of the Group’s advanced projects (Kalkaroo and Mutooroo),
Curnamona Copperbelt prospects (Johnson Dam, Deep Well, Eurinilla Dome, Birksgate, Croziers, Homestead,
Kalkaroo North Dome and North Dome Closure) and Mutooroo Project Area prospects (Mutooroo West,
North Mutooroo, Cockburn, Mingary Mine, King Dam and Sandy Creek).
Figure 1 The Group’s project and prospect locations and tenement holding in the Curnamona Province,
in northeastern South Australia. See JORC table on page 20 for classifications and grades of each
Mineral Resource.
Copper’s near-term outlook remains closely linked to global industrial demand expectations. A number of
investment banks (e.g. Citi, Goldman Sachs and Morgan Stanley) are predicting a surge in demand for copper
from the global renewable energy transition, artificial intelligence and data centres, which in the opinion of the
Board of Directors augurs well for sustained higher copper prices in the longer-term (2030 onwards). This comes
at a time when global copper supply in the medium to longer-term is forecast to be limited by declining average
ore grades, resource depletion, water constraints, regulatory issues, insufficient investment in new mines, and a
lack of major new copper discoveries.
Gold continues to demonstrate its value as a safe-haven asset. Gold’s rally, which started mid-February 2024,
is underpinned by longstanding tailwinds including elevated geopolitical concerns and increased central bank
buying.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 4
LETTER FROM THE BOARD OF DIRECTORS
During the financial year, the Group continued to demonstrate the value of its assets through judicious exploration
and securing arrangements with suitable well-funded mining groups that should deliver value to shareholders.
Following completion of an internal review of the study program results, BHP Group Limited (‘BHP’) advised that
it would not be exercising the Kalkaroo Option to acquire the Kalkaroo Project. The comprehensive study program
conducted by BHP during 2023 found no fatal flaws with the Kalkaroo Project, and identified a number of
enhancements including improved sulphide ore metal recoveries, concentrate grades and potential extended
mine life.
We have great faith in the copper-gold credentials of Kalkaroo and consider the engagement with Deutsche Bank
to be the best pathway to monetise this asset. Given the increase in copper and gold prices since BHP’s
withdrawal and the paucity of large undeveloped open pit copper-gold projects in Australia, the value of Kalkaroo
is now even more compelling. Accordingly, the Board remains optimistic that it will attract a purchaser on
acceptable terms. This is supported by the benchmark values achieved from comparable undeveloped, open pit,
copper-gold project sales.
Although the Kalkaroo deposit is already substantial we see opportunity for further growth, given the full extent of
mineralisation has not yet been defined. There are down-dip and extensional drilling opportunities at the eastern
and western ends of the deposit, as well as nearby copper targets within the Curnamona Copperbelt. This remains
an obvious value adding and project enhancing opportunity.
Mutooroo, another key asset in the Group’s mineral portfolio, is one of the larger and higher grade undeveloped
copper-cobalt sulphide deposits in Australia. A study program funded by JX Advanced Metals Corporation of
Japan is in progress, that will inform its decision on whether to acquire an interest in Mutooroo as part of a potential
transaction. Expenditure on the study program will be almost $3 million, mainly focused on resource expansion
and resource upgrade drilling to the current Mutooroo resource, predominantly at the northern end of the Mutooroo
deposit. Addition of more sulphide ore tonnes to the Mutooroo deposit would be expected to increase the value
of what is already an attractive project. While copper is the dominant driver of project economics, unlocking the
value of significant by-product credits (such as cobalt, gold and sulphur) has the potential to enhance project
returns.
Over the last 20 years Havilah has focused on northeastern South Australia, resulting in an intimate knowledge
of the geology and its operating environment, and building good working relationships with relevant stakeholders.
An under-explored part of South Australia, the Curnamona Province offers potential for discovery of significant
multi-metal deposits due to its geological features and structures that are conducive to mineralisation.
Exploration results reported for the Eurinilla Dome and Birksgate prospects and elsewhere during the financial
year confirm the high prospectivity of the Curnamona Copperbelt for new discoveries, particularly those within
potential trucking distance of Kalkaroo. Accordingly, we believe the Curnamona Province has yet to realise its
full potential, as Australia’s next great copper region.
The Group also holds a well-positioned uranium exploration footprint in the Curnamona Province, a Tier 1 uranium
friendly jurisdiction in Australia. With renewed market interest in uranium, during the financial year Havilah entered
into agreements for an equity interest in Koba Resources Limited (‘Koba’), and conferring exploration and mining
rights to Koba for Cenozoic age sand-hosted uranium deposits on certain of the Group’s exploration licences.
Havilah also signed similar agreements for other uranium exploration areas with Heavy Rare Earths Limited during
October 2024, as detailed later in the Annual Report.
Agreements like the ones with Koba and Heavy Rare Earths Limited are a way for the Group to monetise a portion
of its non-core uranium assets, for which it is currently receiving neither inherent market recognition nor any value.
This is consistent with the stated strategy of maximising the value of its significant pipeline of exploration prospects
in South Australia, while focusing the Group’s main efforts on advancing its core copper projects, which the Board
considers have the highest near-term potential for significant value uplift for shareholders.
We thank all shareholders, employees and contractors for their support as we continue to move forward to realise
the latent value in the Group’s multi-commodity mineral portfolio for the benefit of all stakeholders.
Simon Gray, Victor Previn and Chris Giles
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 5
DIRECTORS’ REPORT
The Directors present their report on Havilah Resources Limited and its subsidiaries (the ‘Group’) for the financial
year ended 31 July 2024 (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), Company Secretary and Chief Financial Officer of Vintage Energy Ltd
(ASX: VEN), and is a Director of several unlisted companies. Simon is a member of Chartered Accountants
Australia & New Zealand and is a resident of Adelaide.
Simon was elected by the other Directors as the Chairman of the Board of Directors.
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
213,025 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. It is listed on the
ASX as EYE. His career spans more than 40 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 (was appointed a director on 16 July 2001).
Havilah Shares and Share Options
2,626,741 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 6
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 the
Group’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
42,172,797 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
8
8
3
3
1
1
1
1
Mr Victor Previn
8
8
3
3
1
1
1
1
Dr Christopher Giles
8
8
3
3
1
1
1
1
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.
Principal Activities
The principal activities of the Group during the financial year were exploration for and evaluation of mineral
resources (predominantly copper, gold and strategic metals) 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 to suitable well-funded partners.
The Group’s activities during the financial year are outlined in the Review of Operations below.
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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 7
DIRECTORS’ REPORT
Shares and Share Options
At the date of this Directors’ Report there are 339,256,296 fully paid ordinary shares and 10,100,000 unlisted
share options outstanding. Details of share options outstanding over unissued ordinary shares in the Company
are as follows:
Grant date
Number of
share options
Exercise price per
share option
Expiry date
21 December 2021 (Director 1)
7,000,000
$0.265
21 December 2024
1 November 2022 (Employee 2)
3,100,000
$0.375
1 November 2025
Total
10,100,000
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 Unlisted share options issued to employees under the Company’s Performance Rights and Share Option Plan.
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.
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 77 and 78.
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.
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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 8
DIRECTORS’ REPORT
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.
Updated Australian Critical Minerals List and a New Strategic Materials List
During December 2023, the Australian government updated its list of critical minerals and created a new list of
strategic materials. It is exploring where Commonwealth and state and territory governments could support critical
minerals infrastructure precincts producing commodities likely to become subject to supply chain disruptions via
a Strategic Critical Minerals Hubs feasibility study.
The Australian government will review both lists at least every 3 years and may update them in response to global
strategic, technological, economic and policy changes (as it did for nickel, during early 2024).
A current updated Critical Minerals List now includes molybdenum, nickel and fluorine. Significant molybdenum
occurs in the Kalkaroo deposit and appreciable levels have been found at the Deep Well, Kalkaroo North Dome
Closure, and Birksgate prospects. Fluorine is sourced from fluorite (fluorite is known commercially as fluorspar in
the United States and the European Union), which is known at Birksgate and other prospects.
A new Strategic Materials List now consists of 5 minerals: copper, aluminium, phosphorous, tin, zinc. Tin is
present at the Prospect Hill project, on the northern margin of the Curnamona Province.
The Strategic Materials List has been established as a ‘watchlist’ for the Australian government, recognising the
importance of these minerals. The Strategic Materials List allows a higher level of monitoring and government
intervention, if required.
During August 2023, the South Australian government declared copper a critical mineral for the state. Importantly,
South Australia has continued advocating for the inclusion of copper on Australia's Critical Minerals List.
The Kalkaroo and Mutooroo projects contain a combined 1.3 million tonnes of copper, 3.2 million ounces of gold
and 43,400 tonnes of cobalt in JORC Mineral Resources (see JORC table on page 20 for classifications of each
Mineral Resource).
Non-Audit Services
During the financial year entities related to the Company’s external auditor, Grant Thornton Audit Pty Ltd,
performed certain other services in addition to its statutory audit duties receiving remuneration of $10,815
(2023: $7,004).
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 5 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 31.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 9
DIRECTORS’ REPORT
Significant Changes in the State of Affairs
Following completion of an internal review of the study program results, during December 2023 BHP advised that
it would not be exercising the Kalkaroo Option to acquire the Kalkaroo Project.
During January 2024 Havilah signed binding agreements with Koba Resources Limited (‘Koba’) conferring
exploration and mining rights for Cenozoic age sand-hosted uranium deposits on certain of the Group’s
exploration licences. Koba has an ability to earn an 80% interest in the rights to uranium. On 4 April 2024
shareholders in Koba approved the issue of 25,000,000 fully paid ordinary shares, grant of 15,000,000 unlisted
share options and grant of 10,000,000 unlisted performance shares to Havilah under a binding agreement.
The Group’s fair value of consideration at completion date was $3,610,000.
Other than the matter noted above, no other significant changes in the state of affairs of the Group occurred during
the financial year.
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 the Group, for example, information that is confidential, commercially
sensitive or could give a third party a commercial advantage has not been included.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 10
DIRECTORS’ REPORT
Review of Operations
Kalkaroo Copper-Gold-Cobalt Project (HAV 100% ownership)
A comprehensive study program conducted by BHP Group Limited (‘BHP’) during 2023 found no fatal flaws with
the Kalkaroo Project. Key technical outcomes of BHP’s work are supportive of the Group’s previous work and
generated several enhanced outcomes, including:
• Confirmation of the reliability of the Group’s resource drilling from 31 twinned holes and resource block model.
• Material improvements in copper recovery and copper concentrate grade for the chalcopyrite-pyrite sulphide
ore.
• New open pit optimisations and mining schedules developed, which materially expanded the conceptual open
pit mine life beyond the 13 years in the 2019 pre-feasibility study.
• Financial model confirms a robust long-life project.
Following completion of an internal review of the study program results, BHP advised that it would not be
exercising the Kalkaroo Option to acquire the Kalkaroo Project. Michelle Ash, BHP VP Growth for copper in
South Australia said that “We believe that Kalkaroo is an attractive copper asset that will be developed, but our
focus is on optimisation of the Gawler Craton copper assets in northwestern South Australia” (refer to ASX
announcement of 19 December 2023).
Figure 2 Showing the areas with exploration upside (identified by the red arrows) adjacent to the Kalkaroo
orebody (conceptual open pit in brown) and within the ML boundary (white lines). The nearby Homestead prospect
has sufficiently large area to host another deposit of similar size to Kalkaroo.
Havilah engaged Deutsche Bank during the financial year to seek parties who could replace BHP under similar
terms to that originally agreed with OZ Minerals Limited. At the end of the financial year Havilah was engaged
with several interested parties, including conducting a number of due diligence site visits to Kalkaroo. The outcome
of these discussions is as yet undetermined, but the Board remains optimistic of attracting a purchaser on
acceptable terms, given the paucity of large undeveloped copper-gold projects in Australia and benchmark
valuations achieved for other comparable undeveloped copper-gold project sales.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 11
DIRECTORS’ REPORT
Review of Operations (continued)
Kalkaroo Copper-Gold-Cobalt Project (HAV 100% ownership) (continued)
The recent takeover of Rex Minerals Limited, whose major asset is the undeveloped Hillside open pit copper-gold
project on the Yorke Peninsula in South Australia, highlights the demand for large undeveloped Australian copper-
gold deposits and has potential valuation implications for Kalkaroo in the opinion of the Board.
Two of Australia's largest undeveloped open pit copper-gold deposits have now been purchased by foreign
interests for substantial sums.
Project
Copper
resource
(Mt)
Gold
resource
(Moz)
Purchase price
Purchaser
Hillside,
South Australia
1.7*
1.5
Rex Minerals Limited
$393 million, Hillside is its major
asset
Salim Group, Indonesia
Eva,
Queensland
1.5**
0.44
$343 million^, includes
contingency payments
Harmony Gold, South Africa
Kalkaroo,
South Australia
1.1***
3.1
Group (100% ownership)
All information is based on recent public releases (relevant links provided above).
^ Eva copper-gold project for US$230 million at A$:US$0.67 conversion rate.
* Resource to approximately 600 metres depth.
** Resource occurs in several separate planned open pits.
*** Resource to approximately 250 metres depth (see Kalkaroo JORC Mineral Resource table on page 20).
Curnamona Copperbelt Exploration (100% owned exploration licences covering 9,100 km2 in the Kalkaroo
region)
Eurinilla Dome prospect
During the financial year Havilah reported the discovery of high grade copper mineralisation at the Eurinilla Dome
prospect (Figure 1), lying roughly 36 km north of Kalkaroo (refer to ASX announcement of 8 March 2024).
The Group’s RC drillhole EURC010 on the western flank of the Eurinilla Dome intersected:
32 metres of 1.96% copper, 0.84 g/t gold from 133 metres, including
8 metres of 6.38% copper and 2.72 g/t gold from 136 metres.
This was one of a number of drillholes designed to test an interpreted supergene enriched copper-gold zone
(‘SEZ’) that was also intersected 2 km away on the eastern flank of the Eurinilla Dome in a 2014 MMG-Havilah
joint venture diamond drillhole:
EUR14DD009: 9.7 metres of 4.56% copper and 1.18 g/t gold from 157 metres.
and also possibly in a 1998 BHP aircore drillhole at the northern end of the Eurinilla Dome:
EA98018: 4 metres of 17.4 g/t gold from 102 metres.
Havilah’s geological exploration concept was that the primary sulphide mineralisation has been substantially
enriched by regional weathering processes at or near the ancient water table to form the SEZ (Figure 3). The novel
interpretation was that the horizontal water table surface could be projected around the more than 20 km
circumference of the Eurinilla Dome at a near constant level. The SEZ ‘sweet spot’ is probably no more than
200 metres wide and is easily missed, which probably explains why so few earlier drillholes hit the high grade
SEZ. The high grade intersections in drillhole EURC010 and in the two earlier holes cited above (EUR14DD009
and EA98018) together provide critical support for the exploration concept and in turn for the enhanced
prospectivity of the Eurinilla Dome as a potential source of high grade secondary copper mineralisation.
During late April 2024 a native title heritage survey was conducted on the eastern flank of the Eurinilla Dome, in
preparation for a future follow-up exploration drilling program on the SEZ along strike from drillhole EUR14DD009.
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DIRECTORS’ REPORT
Figure 3 3D oblique view of the Eurinilla Dome as defined by the elevation of the footwall contact surface (purple
is deepest, while white is shallowest). The white lines show the interpreted position of the SEZ that circumscribes
the flanks of the dome and was the target of drilling during the financial year on the western flank. Dozens of
earlier drillholes failed to intersect the SEZ, which remained unrecognised until now.
Birksgate prospect
Six RC drillholes were completed during the financial year at the Birksgate prospect, which lies roughly 50 km
north of Kalkaroo (Figure 1). The objective was to explore for extensions of the skarn** copper-gold-molybdenum
mineralisation intersected in 2014 MMG-Havilah joint venture diamond drillholes (refer ASX announcement of 17
October 2014). Three of the Group’s drillholes specifically targeted the skarn horizon where aeromagnetic and
other geophysical data indicated that it may re-appear near surface on the eastern limb of the interpreted syncline,
roughly 1.5 km east of the 2014 MMG-Havilah joint venture discovery. Skarn copper-gold-molybdenum
mineralisation was intersected in each of the Group’s 3 RC drillholes over a strike length of approximately 2 km
on the eastern limb, confirming Havilah’s conceptual geological model, with mineralised intercepts as follows:
BKRC001: 5 metres of 0.09% copper, 0.70 g/t gold and 513 ppm molybdenum from 167 metres.
BKRC002: 4 metres of 0.48% copper, 0.64 g/t gold and 437 ppm molybdenum from 156 metres and
6 metres of 0.50% copper, 0.30 g/t gold and 231 ppm molybdenum from 164 metres.
BKRC003: 7 metres of 0.45% copper, 0.29 g/t gold and 295 ppm molybdenum from 117 metres.
(refer to ASX announcement of 15 January 2024) (Figure 4).
The distinctive geochemical signatures of predominantly copper, gold, molybdenum and associated elevated
uranium (up to 213 ppm) and vanadium (up to 1,010 ppm) in both the western limb and eastern limb drillhole
assays is compelling evidence that the same skarn horizon extends across the entire approximately 8 km2 area
of the syncline. The Birksgate skarn therefore represents potentially a large copper-gold-molybdenum mineralised
target that would require extensive drilling to determine its average thickness and grade over this large area.
The associated uranium and vanadium approach levels that may potentially be recovered with the other metals,
depending amongst other things on the metallurgical recovery characteristics. The ubiquitous molybdenum at
Birksgate assumes greater significance given the December 2023 update of the Australian government’s Critical
Minerals List that now includes this metal.
Drillhole BKRC005, which targeted an airborne electromagnetic anomaly in the centre of the Birksgate syncline,
intersected strongly graphitic fine-grained metasedimentary rocks containing 2.5% TGC (total graphitic carbon)
over a 178 metre interval from 32 metres to the end of the hole (210 metres). This included an interval of 21 metres
of 4.9% TGC from 36 metres (refer to ASX announcement of 5 January 2024). Given the structural position in the
core of a syncline, and also the extent of the AEM conductive anomalies, the graphitic rocks are likely to be areally
extensive and therefore potentially amenable to large scale open pit bulk mining.
** Skarns are a particular class of metal deposits typically formed by the interaction of metal bearing granite-
derived or metamorphic hydrothermal fluids with generally carbonate rich wall rocks. Less common types of
skarns are formed in contact with carbonaceous rocks such as black shales, graphitic shales and banded iron
formations.
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ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
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DIRECTORS’ REPORT
Review of Operations (continued)
Figure 4 3D oblique view of the Birksgate prospect area showing RC drillholes during the financial year that
targeted the crop of the skarn horizon on the eastern limb of an interpreted syncline. The underlying aeromagnetic
image shows the interpreted trace of the targeted mineralised skarn horizon where it crops in the east (broad red
feature). Relevant 2014 MMG-Havilah joint venture diamond drillholes are also shown.
Kalkaroo North Dome Closure (‘NDC’) prospect
The NDC prospect lies roughly 10 km north-northwest of Kalkaroo and is a similar structural setting to Kalkaroo,
namely a north-plunging dome, with elevated base of hole copper assays in earlier shallow 1997 Newcrest aircore
drilling.
Two of the six drillholes that intersected the target K2 unit (Kalkaroo prospective horizon) returned significant
grades of molybdenum and gold mineralisation as follows (refer to ASX announcement of 27 May 2024):
KKRC0694: 30 metres of 0.21% molybdenum from 150 metres plus associated copper up to 0.36%, gold up to
0.82 g/t, uranium up to 295 ppm, and yttrium and dysprosium (higher value heavy REE) up to 308 ppm and
39 ppm respectively, over short intervals.
KKRC0696: 5 metres of 4.79 g/t gold from 71 metres.
Molybdenum occurring in the sulphide mineral molybdenite is commonly associated with copper-gold
mineralisation in the Kalkaroo orebody and also at the Birksgate and Deep Well prospects, but has never been
observed as the dominant metal. This mineralisation, combined with the approximately 12 km of untested K2 unit
prospective strike around the dome, highlights the discovery possibilities at the NDC prospect, including for the
hitherto unexpected molybdenum.
Molybdenum is identified as a critical mineral on the Australian government’s Critical Minerals List 2023 update
where it is noted that it is “primarily used to increase the strength, hardness and corrosion resistance of alloys.
Molybdenum alloys are widely used as a refractory metal in chemical applications and in structural steel, aircraft
and automobile parts.” Molybdenum’s ability to prevent brittleness and failure of steel exposed to hydrogen
indicates future potential demand in specialised steel alloys for the nascent hydrogen industry.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 14
DIRECTORS’ REPORT
Review of Operations (continued)
Mutooroo Copper-Cobalt-Gold Project (HAV 100% ownership)
Mutooroo is the Group’s advanced stage copper-cobalt-gold project that is located within commuting distance of
Broken Hill, and roughly 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 on page 20). As such, Mutooroo is one of the larger and higher grade
undeveloped copper-cobalt sulphide deposits in Australia. Such sulphide cobalt deposits are generally rarer and
smaller than nickel-cobalt laterite deposits, but they typically have significant mineral processing cost advantages.
Drilling at the northern end of the Mutooroo deposit outside of the current resource envelope during the financial
year encountered significant grades of copper and cobalt at comparatively shallow depths (refer to ASX
announcement of 8 February 2024). Multiple copper-rich sulphide lodes intersected in RC drillholes at Mutooroo
with discovery of a hangingwall sulphide lode zone interval of 10 metres of 1.02% copper, 0.08% cobalt and
0.13 g/t gold from 45 metres overlying the main sulphide lode of 12 metres of 1.00% copper, 0.05% cobalt and
0.12 g/t gold from 116 metres in the same drillhole.
As a test of the applicability of artificial intelligence Maptek’s DomainMCF machine learning software was applied
to the Group’s plus 300 hole Mutooroo drilling database and found that it produced credible geological
interpretations in a very short time. Remarkably, it predicted in advance the presence of comparatively thick
hangingwall mineralisation reported from the above drillholes, which was not immediately obvious from
conventional geological interpretation.
Re-interpretation of the strong airborne electromagnetic (‘AEM’) anomaly over the Mutooroo sulphide orebody
showed that it resolved into two peaks. The southern AEM anomaly peak closely corresponds with the known
Mutooroo sulphide orebody thus validating the method (refer to ASX announcement of 15 September 2023).
The central Mutooroo AEM anomaly peak, 500 metres to the north, has only been partially tested at depth by four
Broken Hill South diamond drillholes during the 1960’s, all of which returned ore grade intercepts, including:
DDMM21A: 17.1 metres of 1.66% copper, 0.16% cobalt and 0.18 g/t gold from 162 metres downhole.
Both the AEM data and previous drilling indicate considerable resource expansion (Figures 5 and 6).
Figure 5 Long section of the Mutooroo sulphide lode zone, showing the Mutooroo resource and conceptual open
pit (brown colour) in the south. The area with open pit resource expansion potential, which is the focus of the
current JXAM sponsored drilling, is shown in grey and the AEM anomaly new target area is indicated by the red
dashed line.
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ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
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DIRECTORS’ REPORT
Review of Operations (continued)
Mutooroo Copper-Cobalt-Gold Project (HAV 100% ownership) (continued)
During the financial year Havilah continued to seek an investment partner to help expedite resource expansion
drilling at the scale that is warranted by the encouraging drilling results reported.
Subsequent to the end of the financial year, the Group announced that it had signed a binding memorandum of
understanding with JX Advanced Metals Corporation (‘JXAM’) of Japan for an exclusivity period and study
program relating to Mutooroo. Expenditure on the study program will be almost $3,000,000, with approximately
two-thirds directed towards resource expansion and resource upgrade drilling, with the balance split between
metallurgical studies and mining/infrastructure/environmental/permitting studies (refer to ASX announcement of
19 August 2024).
Exclusivity will cover the entire 23 km2 area of EL6592 and ML5678 that lies within it that are both 100% owned
by the Group. The exclusivity may extend until 30 September 2025, during which time JXAM will fund a study
program on Mutooroo that will inform its decision on whether to acquire an interest in Mutooroo as part of a
potential transaction. Subject to the results of the study program, JXAM and Havilah will negotiate in good faith
the terms of a legally binding agreement for the potential transaction during the exclusivity period.
Figure 6 Twin peak airborne electromagnetic (‘AEM’) conductive anomaly at Mutooroo (pink colour), with the
southern peak corresponding to the Mutooroo sulphide orebody. The central AEM anomaly peak (identified as
‘new target area’) has not been systematically drilled by the Group and mostly lies outside the current Mutooroo
resource. Recent shallow drilling above the northern AEM anomaly has intersected significant copper
mineralisation (refer to ASX announcement of 13 September 2024).
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ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 16
DIRECTORS’ REPORT
Review of Operations (continued)
Mutooroo Project Area (100% owned exploration licences covering 1,900 km2 in the Mutooroo area)
The Mutooroo Project Area (‘MPA’) exploration program continued to systematically drill test priority prospects
that were identified by Havilah’s geologists in the tenement holding surrounding Mutooroo. The objective is to
discover higher grade copper-cobalt-gold resources within the MPA that can supplement the existing Mutooroo
mineral resource and potentially be processed in a central facility at Mutooroo. The MPA is particularly attractive
for exploration owing to the generally thin overburden, applicability of surface geochemical sampling 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 deposit and the terrain is generally flat and amenable to trucking.
Merged data from two earlier AEM geophysical surveys in the MPA showed strong anomalies over known sulphide
mineralisation at the Mutooroo West and Fallout prospects (refer to ASX announcement of 15 September 2023).
Several other unexplained AEM anomalies were covered by ground electromagnetic surveys to obtain more
detailed data for interpretation and definition of potential new drilling targets.
Cockburn prospect
The Cockburn prospect lies a few kilometres south of the Barrier Highway, roughly 45 km southwest of Broken
Hill (Figure 1). The Group’s earlier drilling beneath sub-cropping gossan* returned 27 metres of 0.47 g/t gold,
0.12% copper and 0.11% cobalt from 69 metres depth in drillhole CKRC003 in a quartz-sulphide lode (refer to
ASX announcement of 26 August 2021, page 7).
Twelve follow-up RC drillholes were completed during the financial year and results reported included 70 metres
of 0.33 g/t gold, 0.15% copper and 0.11% cobalt from 68 metres downhole in drillhole CKRC007 (refer to ASX
announcement of 17 October 2023).
These combined metal values, plus the width and current 350 metres strike of the lode, point to a promising new
mineral discovery at Cockburn. It could potentially provide an additional source of ore-feed to a conceptual
sulphide ore processing hub at Mutooroo, which is located roughly 15 km to the south.
*Gossan is a geological term that refers to the usually distinctive iron-rich cap rock that forms from the complete
oxidation of underlying sulphide minerals (in this case mostly pyrite).
Uranium Prospects (HAV 100% ownership)
During the financial year, Havilah signed binding agreements with Koba Resources Limited (‘Koba’) conferring
exploration and mining rights for Cenozoic age sand-hosted uranium deposits on certain of the Group’s
exploration licences (refer to ASX announcement of 22 January 2024) (Figure 7). On 4 April 2024 shareholders
in Koba overwhelmingly approved the issue of securities to Havilah under a binding agreement the key terms of
which are as follows:
1. Issue of 25.0 million fully paid ordinary shares in Koba to a Havilah subsidiary, half of which are subject to
a 6 month voluntary escrow and half to a 12 month voluntary escrow (Consideration Shares).
2. Grant of 15.0 million unlisted options over Koba ordinary shares, each exercisable at 14.0 cents within a
period of 3 years from the date of issue (Consideration Options).
3. Grant of 10.0 million unlisted Performance Shares payable in Koba ordinary shares with a 5 year term, the
vesting of which will be subject to a milestone criterion of the announcement by Koba to ASX of a
JORC uranium resource estimate of >15 million lbs of contained U3O8.
4. An expenditure commitment of $6 million over 4 years, with a minimum commitment of $1 million within the
first year.
5. Subject to the above, an ability for Koba to earn an 80% interest in the rights to uranium hosted by Cenozoic
age sediments within certain of the Group’s exploration licences and an 80% joint operation interest in any
discovery tenements that it applies for over a uranium discovery.
6. Koba will free carry the Group’s 20% joint operation interest in a uranium discovery until completion of a
feasibility study, following which Havilah may elect to contribute or dilute to a 1.5% NSR (net smelter return)
royalty on uranium produced.
Subsequent to the end of the financial year Koba commenced an initial 11,000 metre (110 hole) drilling program,
targeting resource growth at the Oban uranium deposit and discovery of additional resources at the Mt John
prospect (refer to Koba’s ASX announcement of 15 August 2024). The Mt John prospect lies roughly 4 km north
of Boss Energy Limited’s 10.7Mlb Jason uranium deposit and approximately 17 km downstream of its Honeymoon
uranium operation (Figure 7). Recently obtained permits allow Koba to drill up to 500 holes in the area, giving it
flexibility to follow-up any significant results from the initial drilling program.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 17
DIRECTORS’ REPORT
Review of Operations (continued)
Uranium Prospects (HAV 100% ownership) (continued)
The shareholding in Koba provides Havilah with significant market exposure, while the free-carried 20% project
interest gives the Group uranium project upside in the event of a successful uranium development. The Group
retains 100% ownership of its exploration licences and all other mineral rights, including hard rock uranium, which
Koba’s substantial exploration expenditure and field work programs will help to maintain in good standing.
This agreement with Koba is a way for the Group to monetise a portion of its non-core uranium assets, for which
it is currently receiving neither inherent market recognition nor any value. It is consistent with the Group’s stated
strategy of maximising the value of its significant pipeline of exploration projects in South Australia, while focusing
its main efforts on advancing its core copper projects, which the Board considers have the highest near-term
potential for significant value uplift for shareholders.
The uranium assets dealt to Koba are a relatively small proportion of the Group’s total uranium assets in the
Curnamona Province, which includes the Namba palaeochannel, the Billeroo palaeochannel (host to Boss Energy
Ltd’s Goulds Dam uranium deposit, considered an important satellite project to Honeymoon), Prospect Hill and
several promising hard rock prospects including Radium Hill extensions, Johnson Dam prospect (refer to ASX
announcement of 17 May 2023), Homestead prospect (refer to ASX announcement of 29 August 2023) and
Birksgate prospect (refer to ASX announcement of 15 January 2024).
Figure 7 Map showing the Group’s other uranium prospects in relation to Boss Energy Ltd’s Honeymoon uranium
mine and Jasons and Goulds Dam uranium deposits and Koba’s Yarramba uranium project earn-in area.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 18
DIRECTORS’ REPORT
Review of Operations (continued)
Iron Ore Assets - Grants Basin, Maldorky, Grants and MacDonald Hill Iron Ore Projects (HAV 100%
ownership)
The Group’s iron ore assets comprise several robust iron ore deposits based on highly favourable logistics,
mining yields, recoveries and size compared with other known Braemar Formation iron ore deposits in
northeastern South Australia. The Group’s iron ore assets all have the strategic advantage of proximity to the
Transcontinental railway line with a continuous heavy duty rail link to the Spencer Gulf ports of Whyalla,
Port Augusta and Port Pirie.
The planned work on the Group’s iron ore projects mentioned in the Group’s Annual Report for the financial year
ended 31 July 2023 has now been assigned a lower priority by the Board due to the currently less certain iron ore
outlook and as a consequence it is planned to postpone the Grants Basin drilling program for the time being and
direct funds towards copper, gold and uranium exploration.
Acquisition of EL 6299, that contains the MacDonald Hill iron ore project (refer to ASX announcement of 8 August
2023), and preliminary reconnaissance field exploration was undertaken on EL 6299 during the financial year.
Prospect Hill Tin Project
Prospect Hill is a promising early stage tin exploration project in northern South Australia, in which Havilah has
earned a 65% interest via past exploration expenditure. During the second half of the financial year Havilah signed
an agreement to acquire an additional 17.5% interest from one of its joint operation partners, bringing its total
interest in EL5891 to 82.5%, subject to registration of the transfer of interest by the DEM. Havilah may earn a
further 10% interest in EL5891 upon completion of a bankable feasibility study. Recently, Havilah has conducted
field mapping and sampling programs to identify optimum locations to drill test beneath the outcropping high grade
cassiterite (tin oxide) pods and lodes (Figure 8).
Previous drilling in the Prospect Hill area by Havilah and earlier parties identified significant tin and associated
copper, zinc, lead and silver mineralisation over a strike length of more than 400 metres at the South Ridge
prospect, including:
2.5 metres (true width) of 4.85% tin in drillhole PHRC03 from 44 metres; and
6.8 metres (true width) of 0.98% tin in drillhole PHRC04 from 33 metres (refer to ASX announcement of 29
November 2007).
Relatively high tin grades (> 20% tin) were discovered in outcrop at several other prospects that surprisingly were
missed by the early Cornish prospectors (refer to ASX announcement of 12 December 2014 and ASX
announcement of 16 January 2017). The chief tin mineral is coarse-grained cassiterite that preliminary
metallurgical testing indicates can be concentrated by gravity methods.
The tin at Prospect Hill assumes greater significance given the December 2023 update of the Australian
government’s new Strategic Materials List that includes this metal.
EL5891 and two 100% owned Havilah tenements adjoining it to the south (ELs 6271 and 6933) are also believed
to be prospective for uranium deposits hosted by Cretaceous age sediments in a similar setting to the nearby
Four Mile uranium deposit of Heathgate Resources Pty Ltd. This is due in part to the extremely uranium rich
granites in the vicinity.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 19
DIRECTORS’ REPORT
Review of Operations (continued)
Prospect Hill Tin Project (continued)
Figure 8 Geology of the Prospect Hill area showing the main known tin prospects.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 20
DIRECTORS’ REPORT
JORC Ore Reserves as at 31 July 2024
Project
Classification
Tonnes
(Mt)
Copper
%
Gold
g/t
Copper tonnes
(kt)
Gold ounces
(koz)
Kalkaroo 1
Proved
90.2
0.48
0.44
430
1,282
Probable
9.9
0.45
0.39
44
125
Total
100.1
0.47
0.44
474
1,407
JORC Mineral Resources as at 31 July 2024
Project
Classification
Resource
Category
Tonnes
Copper
%
Cobalt
%
Gold
g/t
Copper
tonnes
Cobalt
tonnes
Gold
ounces
Mutooroo 2
Measured
Oxide
598,000
0.56
0.04
0.08
Total
Oxide
598,000
0.56
0.04
0.08
3,300
200
1,500
Measured
Sulphide
Copper-
Cobalt-Gold
4,149,000
1.23
0.14
0.18
Indicated
Sulphide
Copper-
Cobalt-Gold
1,697,000
1.52
0.14
0.35
Inferred
Sulphide
Copper-
Cobalt-Gold
6,683,000
1.71
0.17
0.17
Total
Sulphide
Copper-
Cobalt-Gold
12,529,000
1.53
0.16
0.20
191,700
20,000
80,600
Total
Mutooroo
13,127,000
195,000
20,200
82,100
Kalkaroo 3
Measured
Oxide Gold
Cap
12,000,000
0.82
Indicated
Oxide Gold
Cap
6,970,000
0.62
Inferred
Oxide Gold
Cap
2,710,000
0.68
Total
Oxide Gold
Cap
21,680,000
0.74
514,500
Measured
Sulphide
Copper-Gold
85,600,000
0.57
0.42
Indicated
Sulphide
Copper-Gold
27,900,000
0.49
0.36
Inferred
Sulphide
Copper-Gold
110,300,000
0.43
0.32
Total
Sulphide
Copper-Gold
223,800,000
0.49
0.36
1,096,600
2,590,300
Total
Kalkaroo
245,480,000
1,096,600
3,104,800
Inferred
Cobalt
Sulphide 4
193,000,000
0.012
23,200
Total All Projects
All
Categories
(rounded)
258,607,000
1,291,600
43,400
3,186,900
Project
Classification
Tonnes
(Mt)
Iron
(%)
Fe concentrate
(Mt)
Estimated
yield
Maldorky 5
Indicated
147
30.1
59
40%
Grants 6
Inferred
304
24
100
33%
Total All
Projects
All categories
451
159
There were no changes in the JORC Ore Reserves and Mineral Resources as at 31 July 2024 compared with 31 July 2023 other
than removal of the Oban uranium resource following the Koba earn-in.
Numbers in above tables are rounded. Ore Reserves are a subset of the Mineral Resources.
Footnotes to 2024 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)
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 21
DIRECTORS’ REPORT
Summary of Governance Arrangements and Internal Controls in Place for the Reporting of 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.
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 Results
The consolidated result of the Group for the financial year was a profit after tax of $5,574,282 (2023: $2,931,514).
The profit for the financial year includes revenue associated with Portia Gold Mine royalty revenue $8,799
(2023: $8,095); and other income associated with interest income $100,751 (2023: $53,013), Strategic Alliance
contributions from BHP (formerly OZ Minerals) (Upfront Investment for non-Strategic Alliance activities) of
$2,000,000 (2023: $5,500,000), Access Fee for Kalkaroo Station pastoral lease access rights $Nil
(2023: $99,356), diesel fuel rebates received $11,288 (2023: $42,228), overhead recovery $683,196
(2023: $1,214,173), and other sundry income $Nil (2023: $2,101).
The profit for the financial year also included the fair value of consideration on disposal of earn-in rights on certain
exploration tenements to Koba Resources Limited (‘Koba’). The consideration included 25,000,000 fully paid
ordinary shares in Koba and 15,000,000 unlisted options over Koba ordinary shares each exercisable at
14.0 cents. The Group’s fair value of consideration at completion date was $3,610,000.
Equity investment in Koba
Fair value of
consideration
25,000,000 fully paid ordinary shares
$2,500,000
15,000,000 unlisted share options
$1,110,000
$3,610,000
A fair value gain of $1,414,972 from the Group’s equity investments in Koba (from 4 April 2024) and FireFly Metals
Ltd (2023: loss $78,667) was also recognised during the financial year, classified as FVTPL (Fair value through
profit or loss):
Company
Number of shares
Number of unlisted options
Fair value
gain
Koba Resources Limited
25,000,000
-
$1,000,000
Koba Resources Limited
-
15,000,000
$315,000
FireFly Metals Ltd
327,778
-
$99,972
$1,414,972
Expenses for the financial year predominantly includes net employee benefits expense of $1,389,910
(2023: $2,215,278), which includes share-based payments expense of $105,555 (2023: $289,389) associated
with unlisted share options, and exploration and evaluation expenditure expense of $33,412 (2023: $765,469).
Even as inflation moderates, labour and consumable costs remain elevated relative to pre COVID-19 price levels.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 22
DIRECTORS’ REPORT
Financial Position
At the end of the financial year the Group had a cash and cash equivalents balance of $1,161,953
(31 July 2023: $3,650,548).
The Group’s working capital, being current assets less current liabilities, decreased from a net current asset
surplus of $24,239,411 as at 31 July 2023 to $21,920,603 as at 31 July 2024 predominantly as a result of the
expenditure of the Group’s cash resources.
Exploration and evaluation expenditure carried forward of $22,079,382 (2023: $21,789,758) relating to the
Kalkaroo project has been reclassified as assets held for sale (as a current asset) as at 31 July 2024. The Board
remains optimistic that this sale process will be concluded within 12 months.
Non-current asset exploration and evaluation expenditure carried forward increased to $21,607,604.
With amounts predominantly incurred during the financial year on Mutooroo Project Area and Curnamona
Copperbelt tenements. The Group also paid $50,000 to GBM Resources Limited on completion of the transfer of
title for EL6299 (MacDonald Hill).
Property, plant and equipment were acquired during the financial year, at a cost of $95,547.
The Group’s equity investments in ASX listed Koba and FireFly Metals Ltd as at 31 July 2024 were collectively
valued at $5,187,222 (only FireFly Metals Ltd as at 31 July 2023: $162,250):
Company
Number of shares
Last traded price, end of the reporting period
Fair value
Koba Resources Limited
25,000,000 #
14.0 cents
$3,500,000
FireFly Metals Ltd
327,778
80.0 cents
$262,222
$3,762,222
Koba Resources Limited
15,000,000 ##
1,425,000
$5,187,222
# Half of which are subject to a 6 month voluntary escrow (expired 10 October 2024) and half to a 12 month
voluntary escrow (expires 10 April 2025).
## In addition the Group has 15,000,000 unlisted options over Koba ordinary shares, each exercisable at
14.0 cents.
The Group’s total liabilities decreased predominantly due to a decrease in trade and other payables, borrowings
and lease liabilities; partially offset by an increase in provision for employee benefits.
The Company did not issue any new fully paid ordinary shares during the financial year.
Cash Flows
Operating activities resulted in net cash inflows of $1,049,385 for the financial year (2023: $3,887,844),
predominantly from Strategic Alliance agreement funding for non-Strategic Alliance activities $2,000,000
(2023: $5,500,000), Strategic Alliance overhead recoveries $848,468 (2023: $1,214,173), Access Fee for
Kalkaroo Station pastoral lease access rights $Nil (2023: $99,356), receipts from customers $20,087
(2023: $50,323), and interest received $100,751 (2023: $53,013); partially offset by payments to suppliers and
employees $1,859,967 (2023: $1,993,655), payments for exploration and evaluation expenditure expensed
$33,412 (2023: $1,015,369), and interest and other costs of finance paid $26,542 (2023: $19,997).
Net cash outflows from investing activities of $3,507,231 (2023: $1,798,606) for the financial year were primarily
associated with payments for exploration and evaluation expenditure of $3,331,684 (2023: $1,329,666) on the
Group’s exploration projects and payments for property, plant and equipment $95,547 (2023: $491,572) and
payments of security deposits for rehabilitation bonds $80,000 (2023: $Nil); partially offset by government grants
received for exploration activities $Nil (2023: $22,632).
Financing activities resulted in net cash outflows of $30,749 (2023: $48,891) for the financial year, associated
with repayments of borrowings and lease liabilities $30,749 (2023: $57,691). The Company did not issue any new
fully paid ordinary shares during the financial year (2023: $8,800).
The financial year ended with a net decrease in cash and cash equivalents of $2,488,595 (2023: net increase
$2,040,347).
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 23
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
Chief Operating Officer
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, the Group 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 24
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.
Voting on Remuneration at the 2023 Annual General Meeting
At the 2023 Annual General Meeting a resolution that the Remuneration Report for the financial year ended
31 July 2023 be adopted was put to the vote, and received a 99.2% 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 2024:
Financial Year
Ended
31 July:
2024
2023
2022
2021
2020
$
$
$
$
$
Revenue
8,799
8,095
54,777
149,480
123,213
Profit (loss) for
financial year
5,574,282
2,931,514
(2,927,574)
(2,361,870)
(4,726,429)
Financial Year Ended
31 July:
2024
2023
2022
2021
2020
Cents
Cents
Cents
Cents
Cents
Share price at beginning of financial
year
25
25
20.5
19
15
Share price at end of financial year
20
25
25
20.5
19
Basic profit (loss) per ordinary share
1.76
0.93
(0.95)
(0.80)
(1.90)
Diluted profit (loss) per ordinary
share
1.76
0.92
(0.95)
(0.80)
(1.90)
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 25
DIRECTORS’ REPORT
Remuneration Report (Audited) (continued)
Section 4. Remuneration of Key Management Personnel
Financial Year
Ended
31 July 2024
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
Total
$
$
$
$
$
$
$
Directors
Mr Simon Gray
84,399
6,403
-
9,316
-
-
100,118
Mr Victor Previn
31,649
-
-
3,494
-
-
35,143
Dr Christopher Giles
207,000
10,350
5,1002
22,849
-
-
245,299
Other Key Management Personnel
Mr Richard Buckley
325,000
12,500
-
27,524
8,125
31,981
405,130
Total
648,048
29,253
5,100
63,183
8,125
31,981
785,690
Financial Year
Ended
31 July 2023
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
Total
$
$
$
$
$
$
$
Directors
Mr Simon Gray
83,927
7,344
-
8,844
-
-
100,115
Mr Victor Previn
31,472
-
-
3,316
-
-
34,788
Dr Christopher Giles
203,554
17,654
5,2002
21,452
-
-
247,860
Other Key Management Personnel
Mr Richard Buckley
316,924
21,250
-
25,757
34,942
89,803
488,676
Total
635,877
46,248
5,200
59,369
34,942
89,803
871,439
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 Black and Scholes 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 26
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
2024
2023
2024
2023
Directors
Mr Simon Gray
100%
100%
0%
0%
Mr Victor Previn
100%
100%
0%
0%
Dr Christopher Giles
100%
100%
0%
0%
Other Key Management Personnel
Mr Richard Buckley
92%
82%
8%
18%
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.
During the financial year Nil unlisted share options were granted to employees under the Plan. 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 the Group’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.
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 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 awarded during the financial year.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 27
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
Other Key Management Personnel
Mr Richard Buckley
1 November 2022
$0.149
$0.375
1 November 2025
Varied 1
1 Vesting dates are 1 November 2022 (33.33%), 1 November 2023 (33.34%), and 1 November 2024 (33.33%).
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 Black and Scholes 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
-
-
-
$-
Other Key Management Personnel
Mr Richard Buckley
1,000,000
666,667
66.67%
$31,981
The maximum value of share options 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.
800,000 unlisted employee share options held by Mr Buckley’s personally related party lapsed on 30 April 2024
(i.e. an option that remains unexercised after its expiration) in accordance with the terms under which they were
issued during calendar year 2021. 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 28
DIRECTORS’ REPORT
Remuneration Report (Audited) (continued)
Section 4. Remuneration of Key Management Personnel (continued)
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 is available under the
Corporate Governance tab on the Company’s website.
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
Mr Victor Previn
Dr Christopher Giles
Mr Simon Gray
Contract:
Non-Executive
Director
Executive agreement
Executive agreement
Title:
Non-Executive
Director
Executive Director –
Technical Director
Executive Director –
Chairman, Company
Secretary, Chief Financial
Officer
Duration:
No expiration
No fixed term
No fixed term
Period of notice:
None
6 months, in writing
1 month, in writing
Termination
payments:
None
Payment in lieu of notice
Payment in lieu of notice
Change of control
clause:
No
No
No
Remuneration
(exclusive of
superannuation):
$31,825 per annum
$207,000 per annum
$84,500 per annum
Vehicle provided for
Company use:
No
Yes
No
Remuneration –
Short-term incentive:
No
At the discretion of the
Board
At the discretion of the
Board
Plan eligible:
No
No
No
Other Key Management Personnel
Mr Richard Buckley
Contract:
Employment agreement
Title:
Chief Operating Officer
Duration:
No fixed term
Period of notice:
5 weeks, in writing
Termination payments:
Payment in lieu of notice
Change of control clause:
No
Remuneration – Base Salary
(exclusive of superannuation):
$325,000 per annum
Vehicle provided for Company use:
No
Remuneration – Short-term
incentive:
Up to $37,500 payable at the discretion of the Board
Remuneration – Long-term
incentive:
Eligible to participate in any Company long-term incentive plan
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 29
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 2024 was as follows:
Balance at
31 July
2023
Options
exercised
Ordinary
shares
purchased
Ordinary
shares
sold
Balance at 31
July 2024
Balance
held
nominally 1
Directors
Mr Simon Gray
198,823
-
-
-
198,823
-
Mr Victor Previn
2,451,622
-
-
-
2,451,622
-
Dr Christopher Giles
42,033,909
-
-
-
42,033,909
-
Other Key Management Personnel
Mr Richard Buckley
675,147
-
-
-
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.
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 2024 was as follows:
Balance at
31 July
2023
Granted as
Remuneration/
(Exercised)
Lapsed
Balance at
31 July
2024
Total vested
&
exercisable
at 31 July
2024
Total
unvested
at 31 July
2024
Options
vested
during
financial
year
Directors
Mr Simon Gray
2,000,000
-
-
2,000,000
2,000,000
-
-
Mr Victor Previn
2,000,000
-
-
2,000,000
2,000,000
-
-
Dr Christopher Giles
3,000,000
-
-
3,000,000
3,000,000
-
-
Other Key Management Personnel
Mr Richard Buckley
1,800,000
-
(800,000)
1,000,000
666,667
333,333
333,334
Share options granted may or may not be exercised by Directors and other key management personnel.
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):
•
$29,373 (2023: $47,155) 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 $Nil (2023: $Nil).
END OF REMUNERATION REPORT (AUDITED)
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 30
DIRECTORS’ REPORT
Significant Matters Arising Subsequent to the End of the Financial Year
Since 31 July 2024, the following significant matters have occurred:
(a) Mutooroo agreement with JX Advanced Metals Corporation (‘JXAM’)
On 19 August 2024 Havilah announced that it had signed a binding memorandum of understanding with JXAM of
Japan for an exclusivity period and study program on the Mutooroo copper-cobalt-gold project. This will involve
JXAM spending almost $3,000,000 on resource expansion and resource upgrade drilling and other studies on a
non-recourse basis to inform its decision on whether to acquire an interest in Mutooroo.
(b) Entitlement offer
On 26 August 2024 Havilah announced a capital raising by way of a non-renounceable, pro-rata entitlement offer
to eligible shareholders. The entitlement offer provided each eligible shareholder the opportunity to subscribe for
1 new fully paid ordinary share in the Company for every 14 fully paid ordinary shares held at an offer price of
$0.18 per new ordinary share. Eligible shareholders taking up their entitlement in full had an opportunity to apply
for additional new ordinary shares in excess of their entitlement, subject to scale back at the sole discretion of
Havilah, at the same offer price of $0.18 per additional new ordinary share. Under the entitlement offer,
22,617,086 new fully paid ordinary shares were issued that raised $4,071,075 (before costs).
(c) Yarramba uranium drilling results
On 4 September 2024 and 8 October 2024 Koba reported that uranium mineralisation had been intersected in
multiple drillholes at the Oban deposit (refer to ASX announcement of 4 September 2024 and ASX announcement
of 8 October 2024).
(d) Mutooroo copper-cobalt-gold drilling results
On 13 September 2024 Havilah announced assay results at the Mutooroo copper-cobalt deposit for reverse
circulation drillholes from the open pit resource expansion drilling program.
(e) Uranium earn-in agreement with Heavy Rare Earths Limited
On 21 October 2024 Havilah announced that it had signed binding agreements for an equity interest in
Heavy Rare Earths Limited (‘HRE’), conferring exploration and mining rights to HRE for various uranium assets
on certain of the Group’s exploration licences. Completion of the transaction and consequent issue of fully paid
HRE ordinary shares to Havilah, grant of unlisted share options to Havilah, and commencement of a joint venture
earn-in is subject to a number of conditions precedent, including HRE obtaining shareholder approval.
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.
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
Mr Simon Gray
Executive Director
Executive Chairman
30 October 2024
Grant Thornton Audit Pty Ltd
Grant Thornton House
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Adelaide SA 5000
GPO Box 1270
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www.grantthornton.com.au
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556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
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 2024, 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, 30 October 2024
Page 31
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 32
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Financial Year Ended
Note
31 July 2024
31 July 2023
$
$
Revenue
5
8,799
8,095
Other income
5
6,405,235
6,910,871
Fair value gain (loss) on financial assets
5(a)
1,414,972
(78,667)
Employee benefits expense (net)
5
(1,389,910)
(2,215,278)
Depreciation expense
5
(236,187)
(201,992)
Finance costs
5
(26,542)
(19,997)
Exploration and evaluation expenditure expensed
(33,412)
(765,469)
Share registrar, ASIC and ASX listing fees
(95,685)
(125,269)
Insurance expense
(110,013)
(111,419)
Investor relations cost
(41,967)
(48,554)
Professional and consulting fees
-
(26,911)
Computer software expense
(67,997)
(199,828)
Legal fees
(50,387)
(21,339)
Audit and accounting fees
(129,741)
(53,323)
Transaction costs associated with the Proposed Transaction –
OZ Minerals
-
(10,728)
Other expenses
(72,883)
(108,678)
Profit before income tax
5,574,282
2,931,514
Income tax expense
6(a)
-
-
Profit for financial year attributable to equity holders of
the Company
5,574,282
2,931,514
Other comprehensive income for financial year, net of income
tax
-
-
Total comprehensive profit for financial year attributable
to equity holders of the Company
5,574,282
2,931,514
Profit per share attributable to equity holders of the
Company:
Cents
Cents
Basic profit per ordinary share
3
1.76
0.93
Diluted profit per ordinary share
3
1.76
0.92
The accompanying notes form an integral part of these consolidated financial statements.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 33
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note
31 July 2024
31 July 2023
$
$
Current assets
Cash and cash equivalents
7(a)
1,161,953
3,650,548
Trade and other receivables
8
162,462
249,899
Assets classified as held for sale
9
22,079,382
21,789,758
Other assets
10
43,765
97,400
Total current assets
23,447,562
25,787,605
Non-current assets
Exploration and evaluation expenditure
11
21,607,604
18,565,544
Property, plant and equipment
12
3,233,377
3,374,015
Other financial assets
13
5,327,222
222,250
Total non-current assets
30,168,203
22,161,809
Total assets
53,615,765
47,949,414
Current liabilities
Trade and other payables
14
579,299
661,912
Borrowings and lease liabilities
15
32,162
38,375
Provisions
16
915,498
847,907
Total current liabilities
1,526,959
1,548,194
Non-current liabilities
Borrowings and lease liabilities
15
109,024
133,562
Provisions
16
62,305
30,018
Total non-current liabilities
171,329
163,580
Total liabilities
1,698,288
1,711,774
Net assets
51,917,477
46,237,640
Equity
Contributed equity
17(a)
85,220,663
85,220,663
Accumulated losses
(31,475,934)
(37,500,232)
Share-based payments reserve
772,545
1,117,006
Buy-out reserve
(2,599,797)
(2,599,797)
Total equity
51,917,477
46,237,640
The accompanying notes form an integral part of these consolidated financial statements.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 34
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Contributed
Equity
Accumulated
Losses
Share-
based
Payments
Reserve
Buy-out
Reserve Total Equity
$
$
$
$
$
Balance as at 31 July 2022
85,211,863
(40,742,324)
1,138,195
(2,599,797)
43,007,937
Profit for financial year
-
2,931,514
-
-
2,931,514
Other comprehensive income
-
-
-
-
-
Total comprehensive profit for
financial year
-
2,931,514
-
-
2,931,514
Transactions with owners in
their capacity as owners:
Ordinary shares issued
8,800
-
-
-
8,800
Unlisted options lapsed
-
310,578
(310,578)
-
-
Share-based payments expense
-
-
289,389
-
289,389
Balance as at 31 July 2023
85,220,663
(37,500,232)
1,117,006
(2,599,797)
46,237,640
Profit for financial year
-
5,574,282
-
-
5,574,282
Other comprehensive income
-
-
-
-
-
Total comprehensive profit for
financial year
-
5,574,282
-
-
5,574,282
Transactions with owners in
their capacity as owners:
Unlisted options lapsed
-
450,016
(450,016)
-
-
Share-based payments expense
-
-
105,555
-
105,555
Balance as at 31 July 2024
85,220,663
(31,475,934)
772,545
(2,599,797)
51,917,477
The accompanying notes form an integral part of these consolidated financial statements.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 35
CONSOLIDATED STATEMENT OF CASH FLOWS
Financial Year Ended
Note
31 July 2024
31 July 2023
$
$
Cash flows from operating activities
Receipts from customers
20,087
50,323
Strategic Alliance agreement funding, for non-Strategic Alliance
activities
2,000,000
5,500,000
Strategic Alliance overhead recoveries
848,468
1,214,173
Access Fee for Kalkaroo Station pastoral lease access rights
-
99,356
Interest received
100,751
53,013
Payments to suppliers and employees
(1,859,967)
(1,993,655)
Payments for exploration and evaluation expenditure expensed
(33,412)
(1,015,369)
Interest and other costs of finance paid
(26,542)
(19,997)
Net cash flows provided by operating activities
7(b)
1,049,385
3,887,844
Cash flows from investing activities
Payments for exploration and evaluation expenditure capitalised
(3,331,684)
(1,329,666)
Government grants received for exploration activities
-
22,632
Payments for property, plant and equipment
(95,547)
(491,572)
Payment of cash deposits used as security for rehabilitation bonds
(80,000)
-
Net cash flows used in investing activities
(3,507,231)
(1,798,606)
Cash flows from financing activities
Proceeds from issue of ordinary shares
-
8,800
Repayments of borrowings and lease liabilities
(30,749)
(57,691)
Net cash flows used in financing activities
(30,749)
(48,891)
Net increase (decrease) in cash and cash equivalents
(2,488,595)
2,040,347
Cash and cash equivalents at beginning of financial year
3,650,548
1,610,201
Cash and cash equivalents at end of financial year
7(a)
1,161,953
3,650,548
The accompanying notes form an integral part of these consolidated financial statements.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 36
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 19.
This note sets out the basis upon which the consolidated financial statements are prepared as a whole.
Material accounting policy information 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
Income Tax;
• Note 9
Assets Classified as Held for Sale;
• Note 11
Exploration and Evaluation Expenditure;
• Note 13
Other Financial Assets;
• Note 18
Financial Instruments; and
• Note 25
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 material accounting policy information 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 material impacts have been identified to
date. These standards have not been applied in preparation of the consolidated financial statements.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 37
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 profit of $5,574,282 but had net cash outflows from operating
and investing activities of $2,457,846.
On 26 August 2024 Havilah announced a capital raising by way of a non-renounceable, pro-rata entitlement offer
to eligible shareholders. The entitlement offer provided each eligible shareholder the opportunity to subscribe for
1 new fully paid ordinary share in the Company for every 14 fully paid ordinary shares held at an offer price of
$0.18 per new ordinary share. Eligible shareholders taking up their entitlement in full had an opportunity to apply
for additional new ordinary shares in excess of their entitlement, subject to scale back at the sole discretion of
Havilah, at the same offer price of $0.18 per additional new ordinary share. Under the entitlement offer,
22,617,086 new fully paid ordinary shares were issued that raised $4,071,075 (before costs).
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.
The Directors consider that the going concern basis of accounting is appropriate as the Group has the following
additional funding options:
•
monetise the Kalkaroo project via divestment;
•
the ability to issue share capital under the Corporations Act 2001 by a share purchase plan, share placement
or rights issue;
•
the ability to monetise listed equity investments as they become marketable;
•
the option of selling interests in the Group’s other assets;
•
the option of farming out all or part of its 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 consolidated 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 38
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.
Potential ordinary shares
Share options over unissued ordinary shares of the Company outstanding at the end of the financial year are
considered to be potential ordinary shares, to the extent to which they are dilutive, and have been included in the
determination of diluted earnings per ordinary share. Share options have not been included in the determination
of basic earnings per ordinary share.
Financial Year Ended
31 July 2024
31 July 2023
Earnings per share attributable to equity holders of the Company:
Cents
Cents
Basic profit per ordinary share
1.76
0.93
Diluted profit per ordinary share
1.76
0.92
$
$
Profit for financial year attributable to equity holders of the Company
used to calculate basic and diluted earnings per ordinary share:
5,574,282
2,931,514
Number of
Number of
Weighted average number of ordinary shares on issue during the
financial year used in calculating basic earnings per ordinary share:
316,639,210
316,638,005
Weighted average number of potential ordinary shares:
-
3,070,549
Weighted average number of ordinary shares and potential ordinary
shares used in calculating diluted earnings per ordinary share:
316,639,210
319,708,554
Note 4. 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Results for the Financial Year
The results for the financial year include the following specific revenue, other income and expenses:
Financial Year Ended
31 July 2024
31 July 2023
$
$
Revenue
Royalty revenue from Portia Gold Mine
8,799
8,095
Total revenue
8,799
8,095
Other Income
Interest income
100,751
53,013
Strategic Alliance contributions from BHP (formerly OZ Minerals)
(Upfront Investment for non-Strategic Alliance activities, refer Note
21)
2,000,000
5,500,000
Access Fee for Kalkaroo Station pastoral lease access rights
-
99,356
Diesel fuel rebates received
11,288
42,228
Overhead recovery
683,196
1,214,173
Gain on disposal of earn-in rights (a)
3,610,000
-
Other sundry income
-
2,101
Total other income
6,405,235
6,910,871
(a) During the financial year, Havilah signed binding agreements with Koba Resources Limited (‘Koba’) conferring
exploration and mining rights for Cenozoic age sand-hosted uranium deposits on certain of the Group’s
exploration licences. Koba has an ability to earn an 80% interest in the rights to uranium. On 4 April 2024
shareholders in Koba approved the issue of securities to Havilah under a binding agreement. This included the
issue of 25,000,000 fully paid ordinary shares in Koba to a Havilah subsidiary, half of which are subject to a
6 month voluntary escrow and half to a 12 month voluntary escrow. It also included the grant of 15,000,000
unlisted options over Koba ordinary shares, each exercisable at 14.0 cents with an expiry date of 11 April 2027.
The Group’s fair value of the consideration at the completion date was $3,610,000. A fair value gain of $1,414,972
from the Group’s equity investments in Koba (from 4 April 2024) and FireFly Metals Ltd (2023: loss $78,667) was
also recognised during the financial year, classified as FVTPL (Fair value through profit or loss):
Company
Number of shares
Number of unlisted options
Fair value gain
Koba Resources Limited
25,000,000
-
$1,000,000
Koba Resources Limited
-
15,000,000
$315,000
FireFly Metals Ltd
327,778
-
$99,972
$1,414,972
Financial Year Ended
31 July 2024
31 July 2023
$
$
Expenses
Employee benefits expense (net):
- Employee benefits expense (refer (b) below)
(2,069,110)
(2,134,040)
- Capitalisation of employee benefits expense to exploration and
evaluation expenditure
1,165,315
590,914
- Directors’ remuneration
(380,560)
(382,763)
- Share-based payments expense (refer Note 25)
(105,555)
(289,389)
Total employee benefits expense (net of amounts capitalised)
(1,389,910)
(2,215,278)
(b) Represents employee benefits expenses (short-term, post-employment and long-term).
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Results for the Financial Year (continued)
Financial Year Ended
31 July 2024
31 July 2023
$
$
Expenses (continued)
Depreciation expense:
- Depreciation expense – Property, plant and equipment
(209,640)
(191,090)
- Depreciation expense – Right-of-use assets
(26,547)
(10,902)
Total depreciation expense
(236,187)
(201,992)
Finance costs:
- Interest expense
(1,095)
(1,182)
- Interest expense on lease liabilities
(6,242)
(5,642)
- Bank fees
(19,205)
(13,173)
Total finance costs
(26,542)
(19,997)
Remuneration of External Auditor
Remuneration received or due and receivable by the external auditor of the Company:
Financial Year Ended
31 July 2024
31 July 2023
$
$
Grant Thornton Audit Pty Ltd
Audit or review of financial reports
(99,740)
(53,323)
Total remuneration for audit and other assurance services
(99,740)
(53,323)
Taxation services
(10,815)
(7,004)
Total remuneration for other services
(10,815)
(7,004)
Total remuneration of external auditor
(110,555)
(60,327)
Material 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.
Material 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Results for the Financial Year (continued)
Material 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'.
Note 6. Income Tax
Financial Year Ended
31 July 2024
31 July 2023
$
$
(a) Income Tax Recognised in Profit or Loss
The prima facie consolidated tax on profit before income tax is reconciled
to income tax expense as follows:
Prima facie tax payable on profit before income tax, calculated at the
Australian company tax rate of 25% (2023: 25%)
1,393,571
732,879
Share-based payments expense
26,389
72,347
Other
290
238
Temporary differences not bought to account
(1,420,250)
(805,464)
Income tax expense
-
-
31 July 2024
31 July 2023
$
$
(b) Deferred Tax Balances
Deferred tax assets and (liabilities) are attributable to the following:
Temporary differences
Exploration and evaluation expenditure
(10,609,575)
(9,773,570)
Plant and equipment
(162,736)
(198,802)
Other financial assets
(208,160)
145,583
Employee benefit provisions
244,451
219,481
Other
6,540
(14,838)
Transaction costs arising on ordinary shares issued
38,787
82,306
Total
(10,690,693)
(9,539,840)
Offset by deferred tax assets relating to losses
10,690,693
9,539,840
Net deferred tax assets and (liabilities) unrecognised
-
-
(c) Unrecognised Deferred Tax Assets
Deferred tax assets have not been recognised in respect of the following items:
Revenue tax losses
8,622,445
9,787,567
Capital tax losses
-
-
Total unrecognised deferred tax assets
8,622,445
9,787,567
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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 42
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 19.
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) Material 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 material changes to deferred tax
assets recognised, which would in turn impact future financial results.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 43
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:
31 July 2024
31 July 2023
$
$
Cash at banks and on hand
1,161,953
3,650,548
Total cash and cash equivalents
1,161,953
3,650,548
Financial Risk Management
Information concerning the Group’s exposure to financial risks on cash and cash equivalents is set out in Note 18.
(b) Reconciliation of Cash Flows Provided By (Used In) Operating Activities
Financial Year Ended
31 July 2024
31 July 2023
$
$
Profit for financial year
5,574,282
2,931,514
Non-cash items included in the result for financial year:
Fair value (gain) loss on financial assets
(1,414,972)
78,667
Share-based payments expense
105,555
289,389
Gain on disposal of earn-in rights
(3,610,000)
-
Depreciation expense
236,187
201,992
Other including gain on disposal of non-current assets
-
(19,347)
Changes in operating assets and liabilities:
(Increase)/decrease in assets
Trade and other receivables
87,437
(151,185)
Other current assets
53,635
106,775
Increase/(decrease) in liabilities
Trade and other payables
(82,613)
226,982
Provisions
99,874
223,057
Net cash flows provided by operating activities
1,049,385
3,887,844
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 7. Cash and Cash Equivalents (continued)
(c) Total Liabilities from Financing Activities
Hire purchase loan
Lease liabilities
$
$
Balance as at 31 July 2022
104,084
-
Liability recognised - lease liabilities
-
144,891
Repayment and amortisation of borrowing and
lease liabilities
(62,090)
(14,948)
Balance as at 31 July 2023
41,994
129,943
Repayment and amortisation of borrowing and
lease liabilities
(9,386)
(21,363)
Balance as at 31 July 2024
32,608
108,580
Note 8. Trade and Other Receivables
31 July 2024
31 July 2023
$
$
Current
Trade receivables
83,029
116,861
Strategic Alliance recoveries
-
133,038
GST recoverable
79,433
-
Total current trade and other receivables
162,462
249,899
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 18.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 9. Assets Classified as Held for Sale
31 July 2024
31 July 2023
$
$
Current
Exploration and evaluation expenditure carried forward held for sale
22,079,382
21,789,758
Total assets classified as held for sale
22,079,382
21,789,758
Exploration and evaluation expenditure carried forward of $22,079,382 (2023: $21,789,758) relating to the
Kalkaroo project has been reclassified as assets held for sale (as a current asset) as at 31 July 2024. The Board
anticipates that this sale process will be concluded within 12 months.
Material Accounting Policy: Assets Classified as 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.
Note 10. Other Assets
31 July 2024
31 July 2023
$
$
Current
Prepayments
43,765
97,400
Total current other assets
43,765
97,400
Note 11. Exploration and Evaluation Expenditure
31 July 2024
31 July 2023
$
$
Cost brought forward
18,565,544
39,048,268
Expenditure incurred during the financial period
3,331,684
1,329,666
Transfer to assets classified as held for sale (refer Note 9)
(289,624)
(21,789,758)
Government grant off set
-
(22,632)
Total exploration and evaluation expenditure carried forward
21,607,604
18,565,544
Intangible
21,607,604
18,565,544
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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 11. Exploration and Evaluation Expenditure (continued)
Material 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 12. Property, Plant and Equipment
Pastoral
lease at
cost 1
Freehold land
and buildings
Plant and
equipment
Right-of-use
assets
Total
$
$
$
$
$
Cost brought
forward
Balance as at 31 July
2022
2,241,043
61,000 2
4,283,986
-
6,586,029
Additions
-
-
503,727
132,736
636,463
Balance as at 31 July
2023
2,241,043
61,000
4,787,713
132,736
7,222,492
Additions
-
-
95,547
2
95,549
Balance as at 31 July
2024
2,241,043
61,000
4,883,260
132,738
7,318,041
Accumulated
depreciation
Balance as at 31 July
2022
-
(650)
(3,645,835)
-
(3,646,485)
Depreciation expense
-
(1,560)
(189,530)
(10,902)
(201,992)
Balance as at 31 July
2023
-
(2,210)
(3,835,365)
(10,902)
(3,848,477)
Depreciation expense
-
(1,560)
(208,080)
(26,547)
(236,187)
Balance as at 31 July
2024
-
(3,770)
(4,043,445)
(37,449)
(4,084,664)
Net Book Value:
As at 31 July 2023
2,241,043
58,790
952,348
121,834
3,374,015
As at 31 July 2024
2,241,043
57,230
839,815
95,289
3,233,377
1 The Group has bank guarantee facility with the National Australia Bank Limited secured by a mortgage over the
Kalkaroo Station pastoral lease (classified as ‘Pastoral lease at cost’ in this Note).
2 Property purchased during a prior financial year consisted of land ($22,000) and buildings ($39,000) at Cockburn,
South Australia.
Material 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.
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.
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.
For the right-of-use asset accounting policy, refer to Note 15.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 12. Property, Plant and Equipment (continued)
Material 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: 25 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 13. Other Financial Assets
31 July 2024
31 July 2023
$
$
Non-current
At amortised cost:
Bank term deposits (refer Note 23(a))
140,000
60,000
At fair value (investment in equity instruments at FVTPL):
Shares in listed ASX entities (refer (a) below)
3,762,222
162,250
Unlisted options over ordinary shares in listed ASX entity (refer (a) below)
1,425,000
-
Total non-current other financial assets
5,327,222
222,250
(a) Financial assets at FVTPL (Fair value through profit or loss) comprise:
25,000,000 fully paid ordinary shares held in ASX listed Koba Resources Limited (‘Koba’) and 15,000,000 unlisted
options over Koba ordinary shares, each exercisable at 14.0 cents with an expiry date of 11 April 2027; and
327,778 fully paid ordinary shares held in ASX listed FireFly Metals Ltd. The assumptions and inputs used in
estimating the fair value of unlisted options over Koba ordinary shares are set out in Note 18(d).
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 future cash flows and uses an estimated interest rate to discount them. 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.
Financial Risk Management
Information concerning the Group’s exposure to financial risks on other financial assets is set out in Note 18.
Note 14. Trade and Other Payables
31 July 2024
31 July 2023
$
$
Current (unsecured)
Trade payables
296,585
128,284
Sundry payables and accruals
282,714
533,628
Total current trade and other payables
579,299
661,912
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 18.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 15. Borrowings and Lease Liabilities
31 July 2024
31 July 2023
$
$
Current (secured)
Hire purchase loans (refer (a) below)
9,661
10,577
Lease liabilities (refer (b) below)
22,501
27,798
Total current borrowings and lease liabilities
32,162
38,375
Non-current (secured)
Hire purchase loans (refer (a) below)
22,946
31,417
Lease liabilities (refer (b) below)
86,078
102,145
Total non-current borrowings and lease liabilities
109,024
133,562
(a) Hire purchase loan:
(i) Secured hire purchase loan of $32,608 (2023: $41,994) 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) Lease liabilities:
(i) Secured hire purchase loan of $62,487 (2023: $73,521) at a lending rate of 5.08% per annum for the purchase
of a heavy-duty field vehicle used by a Company Geologist. Expires during September 2026; and
(ii) Secured hire purchase loan of $46,093 (2023: $56,422) at a lending rate of 5.34% per annum for the purchase
of a heavy-duty field vehicle used by a Company Geologist. Expires during October 2026.
(c) The Group also has access to a $500,000 secured bank guarantee facility provided by the National Australia
Bank Limited, of which $161,000 is currently being utilised to secure bank guarantees for rehabilitation bonds.
The facility expires November 2024. Refer Note 23(a) for further details.
The bank guarantee facility with the National Australia Bank Limited is secured by a mortgage over the Kalkaroo
Station pastoral lease (refer Note 12).
Material Accounting Policy: Right-of-Use Assets and Lease Liabilities
The Group recognises a right-of-use asset and a lease liability at the lease commencement date (i.e. the date the
underlying asset is available for use). The right-of-use asset is initially measured at cost (present value of the
lease liability plus deemed cost of acquiring the asset less any lease incentives received). The recognised right-
of-use asset is depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.
Right-of-use assets are subject to impairment.
The lease liability is initially measured at the present value of the lease payments expected to be paid over the
lease term, discounted using the interest rate implicit in the lease or, if the rate cannot be readily determined, the
Group’s estimated incremental borrowing rate. The lease liability is subsequently increased by the interest cost
on the lease liability and decreased by lease payments made. The lease liability is further remeasured if the
estimated future lease payments change as a result of index or rate changes, residual value guarantees or
likelihood of exercise of purchase, extension or termination options. When lease contracts are terminated or
altered, the unpaid lease liability and net carrying value of the right-of-use asset is de-recognised.
Short-term (12 months or less) leases and low value (below $5,000) leases continue to be expensed in profit or
loss.
Financial Risk Management
Information concerning the Group’s exposure to financial risks on borrowings and lease liabilities is set out in
Note 18.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 16. Provisions
31 July 2024
31 July 2023
$
$
Current
Employee benefits
915,498
847,907
Total current provisions
915,498
847,907
Non-current
Employee benefits
62,305
30,018
Total non-current provisions
62,305
30,018
Material 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 17. Contributed Equity and Reserves
31 July 2024
31 July 2023
$
$
(a) Contributed Equity
Ordinary shares, fully paid
85,220,663
85,220,663
Total contributed equity
85,220,663
85,220,663
(b) Movement in Ordinary Shares
Dates
Details
Number of
ordinary
shares
$
1 August 2022
Opening balance in prior financial year
316,599,210
85,211,863
12 August 2022
Ordinary shares issued – unlisted employee share
options exercised
40,000
8,800
31 July 2023 and
31 July 2024
Balance at end of the financial year and prior
financial year
316,639,210
85,220,663
The Company does not have a limited amount of authorised capital and ordinary shares have no par value.
(c) 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 and lease liabilities disclosed in
Note 15), 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 17. Contributed Equity and Reserves (continued)
(d) 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 (2023: $Nil).
(e) 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 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 18. 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:
Note
31 July 2024
31 July 2023
$
$
Financial assets
Cash and cash equivalents
7(a)
1,161,953
3,650,548
Trade and other receivables
8
162,462
249,899
Bank term deposits
13
140,000
60,000
Shares and unlisted options over ordinary shares in listed
ASX entities (at FVTPL)
13
5,187,222
162,250
Financial liabilities
Trade and other payables
14
579,299
661,912
Borrowings and lease liabilities
15
141,186
171,937
The Group had no off-balance sheet financial assets or financial liabilities during the financial year or prior financial
year.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Financial Instruments (including Financial Risk Management) (continued)
(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.
(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 2024 (or 31 July 2023).
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 profit would increase by $6,510 and decrease by $5,958 respectively (2023: profit
would increase by $18,553 and decrease by $18,232 respectively). 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 investments held in ASX listed Koba Resources
Limited (‘Koba’) and FireFly Metals Ltd. Equity investments are held for strategic rather than trading purposes.
Havilah is a shareholder in Koba and holds an equity investment of 25,000,000 fully paid ordinary shares, half of
which are subject to a 6 month voluntary escrow (expired 10 October 2024) and half to a 12 month voluntary
escrow (expires 10 April 2025).
Havilah has also been granted 15,000,000 unlisted options over Koba ordinary shares, each exercisable at
14.0 cents with an expiry date of 11 April 2027. At the end of the financial year, these unlisted options were 'at the
money'.
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 Koba’s last traded price on the ASX had been 5% higher or lower the Group’s
profit would increase/decrease by $175,000.
At the end of the reporting period, if FireFly Metals Ltd’s last traded price on the ASX had been 5% higher or lower
the Group’s profit would increase/decrease by $13,111 (2023: profit would increase/decrease by $8,113).
(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 material 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 2024 was
$1,301,953 (31 July 2023: $3,710,548).
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Financial Instruments (including Financial Risk Management) (continued)
(b) Credit Risk (continued)
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.
(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
Weighted average
effective interest rate
Less than 1 year
1 to 2 years
2024
%
$
$
Non-interest bearing
-
5,349,684
-
Variable interest rate
3.1
1,301,953
-
2023
Non-interest bearing
-
412,149
-
Variable interest rate
2.6
3,710,548
-
Financial liabilities
Weighted average
effective interest rate
Less than 1 year
1 to 4 years
2024
%
$
$
Non-interest bearing
-
579,299
-
Fixed interest rate
4.66
32,162
109,024
2023
Non-interest bearing
-
661,912
-
Fixed interest rate
4.42
38,375
133,562
(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 listed ASX entities (at FVTPL) are publicly traded listed securities (and traded actively on the
ASX) the fair value as at 31 July 2024 of $3,762,222 (31 July 2023: $162,250) was based on each shares last
quoted sales price (Level 1) at the end of the reporting period.
The 15,000,000 unlisted options over Koba ordinary shares, issued to Havilah by Koba during the financial year,
were priced using a Black and Scholes option pricing model.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Financial Instruments (including Financial Risk Management) (continued)
(d) Fair Value Measurement of Assets and Liabilities (continued)
Significant Accounting Estimates, Assumptions and Judgements: Unlisted Options over Koba Ordinary
Shares
In assessing the fair value of unlisted options over Koba ordinary shares at completion and each subsequent
financial reporting date, management estimates the expected share price volatility, time remaining until the
options’ expiry, expected dividends and the annual risk-free interest rate. The Group uses judgement in making
these assumptions and selecting the inputs to the fair value calculation based on its assessment of available
external information.
The assumptions and inputs used in estimating the fair value of $1,110,000 at completion (4 April 2024) and fair
value of $1,425,000 at financial year end (31 July 2024) for unlisted options over Koba ordinary shares were:
Date
Relevant
share price
Exercise
price
Expected
volatility
Share option
life
Expected
dividends
Risk-free
interest rate
4 April 2024
$0.11
$0.14
117.3%
3.0 years
-
4.03%
31 July 2024
$0.14
$0.14
117.3%
2.68 years
-
3.75%
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.
Fair value hierarchy
AASB 13 ‘Fair Value Measurement’ requires disclosure of fair value measurements by level of the following fair
value measurement hierarchy (consistent with the hierarchy applied to financial assets and financial liabilities):
•
quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
•
inputs other than quoted prices included within level 1 that are observable for the asset or liability, either
directly or indirectly (level 2); and
•
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
The following table presents the Group’s financial assets and financial liabilities measured and recognised at fair
value on a recurring basis:
31 July 2024
Level 1
Level 2
Level 3
Total
$
$
$
$
Financial assets
Shares in listed entities designated as FVTPL
3,762,222
-
-
3,762,222
Unlisted options over ordinary shares in a listed
entity designated as FVTPL
-
1,425,000
-
1,425,000
Total net assets
3,762,222
1,425,000
-
5,187,222
31 July 2023
Level 1
Level 2
Level 3
Total
$
$
$
$
Financial assets
Shares in listed entity designated as FVTPL
162,250
-
-
162,250
Total net assets
162,250
-
-
162,250
The Group did not measure any financial assets or financial liabilities on a non-recurring basis as at 31 July 2024
(or 31 July 2023).
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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Financial Instruments (including Financial Risk Management) (continued)
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 material 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)
Shares and unlisted share options of listed ASX entities 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) or inputs other than
quoted prices that are observable for the asset or liability, either directly or indirectly (Level 2).
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 to the impairment requirements of AASB 9
‘Financial Instruments’, the identified impairment loss was considered not material given the counterparty and/or
the short maturity.
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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 19. 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.
Company name
Country of
incorporation
& activities
carried on in
Principal activity
Ownership and
voting interest
held by the
Group
2024
2023
Parent Company:
Havilah Resources Limited
Australia
Parent Company. Owner of various
exploration licences and Mutooroo Mining
Lease
Subsidiaries:
Copper Aura Pty Ltd
Australia
Owner of various tenements in the
Mutooroo Project Area
100%
100%
Iron Genesis Pty Ltd
Australia
Owner of various tenements related to
the Group’s iron ore assets
100%
100%
Havilah Royalties Pty Ltd
Australia
Owner of Benagerie mining lease royalty
for the Portia Gold Mine
100%
100%
NU Energy Resources Pty Ltd
Australia
No current tenements
100%
100%
Geothermal Resources Pty
Limited
Australia
Owner of Neo Oil Pty Ltd and a
geothermal exploration licence
100%
100%
Kalkaroo Copper Pty Ltd
Australia
Owner of the Kalkaroo project (3 Mining
Leases, 2 Miscellaneous Purposes
Licences and 1 Mineral Claim granted)
100%
100%
Kalkaroo Pastoral Company Pty
Limited
Australia
Owner of the Kalkaroo Station pastoral
lease
100%
100%
Lilydale Iron Pty Ltd
Australia
No current tenements
100%
100%
Maldorky Iron Pty Ltd
Australia
Owner of the Maldorky iron ore project
(5 Mineral Claims granted and Mining
Lease application in process)
100%
100%
Mutooroo Metals Pty Ltd
Australia
Owner of the Mutooroo project (2 Mineral
Claims granted)
100%
100%
Neo Oil Pty Ltd
Australia
No current tenements
100%
100%
Oban Energy Pty Limited
Australia
No current tenements
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.
Accounting Policy: Basis of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as
at 31 July 2024 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 20. 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 2024 (or 31 July 2023).
(b) Joint Operation Arrangements
The Group’s interests in joint operation arrangements are as follows:
31 July 2024
31 July 2023
Yarramba uranium rights earn-in agreement
Right to earn 80%, by Koba
Not applicable
Prospect Hill farm-in agreement
Earning up to 85%
Earning up to 85%
Pernatty Lagoon farm-in agreement
10%, carried interest
10%, carried interest
There are no amounts (2023: $Nil) represented in the Group’s share of assets, liabilities, revenues or expenses
in respect of joint operations.
The Group has $Nil (31 July 2023: $Nil) exploration expenditure commitments in respect of joint operations.
Contingent liabilities in respect of joint operations are set out in Note 23(a).
Yarramba uranium rights earn-in agreement
During the financial year, Havilah signed binding agreements with Koba Resources Limited (‘Koba’) conferring
exploration and mining rights for Cenozoic age sand-hosted uranium deposits on certain of the Group’s
exploration licences. Koba has an ability to earn an 80% interest in the rights to uranium hosted by Cenozoic age
sediments within certain Group exploration licences and an 80% joint operation interest in any discovery
tenements that it applies for over a uranium discovery. Koba has an expenditure commitment of $6,000,000 over
4 years, with a minimum commitment of $1,000,000 within the first year. Koba will free carry the Group’s 20%
joint operation interest in a uranium discovery until completion of a feasibility study, following which the Group
may elect to contribute or dilute to a 1.5% NSR (net smelter return) royalty on uranium produced.
As at 31 July 2024, the participating interests of the parties in the joint operation and in the rights to uranium are:
(i) Koba: 0%.
(ii) Havilah: 100%.
Prospect Hill farm-in agreement
On 26 March 2007 the Group entered into a farm-in agreement with Teale & Associates Pty Ltd and Monica Mary
Mander 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.
During the financial year Havilah signed an agreement to acquire Monica Mary Mander’s 17.5% interest in the
tenement, which will take its total interest in EL5891 to 82.5%, subject to transfer of the interest by the Department
for Energy and Mining (‘DEM’). Under the terms of the modified farm-in agreement the Group may now earn a
92.5% interest by completing a bankable feasibility study, which has not been met. Thereafter Teale & Associates
Pty Ltd may contribute its 7.5% 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.
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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 21. Curnamona Province Strategic Alliance (effective date 31 August 2022, ended December 2023)
The Group and OZ Minerals executed the Strategic Alliance agreement for the purposes of conducting activities
aimed at the discovery, location and delineation of copper dominant mineralisation on tenements within the
Area of Interest (‘AOI’) and any work relating to the possible development and exploitation of minerals within the
AOI (‘Strategic Alliance activities’). The Strategic Alliance agreement was executed with OZ Minerals on
25 July 2022 but had an effective date of 31 August 2022. OZ Minerals now forms part of BHP.
Under the Strategic Alliance agreement BHP (formerly OZ Minerals) agreed to pay $1,000,000 per month (from
31 August 2022, during the Kalkaroo Option period), of which $500,000 per month was spent on Strategic Alliance
activities on the Area of Interest Tenements surrounding Kalkaroo and was administered by the Group. The Group
therefore considered itself an agent in relation to the $500,000 per month spent on Strategic Alliance activities.
The remaining $500,000 per month was provided to the Group for it to use at its discretion and was therefore
recognised as other income on an accrual basis in the consolidated statement of profit or loss and other
comprehensive income during the financial year.
Following completion of an internal review of the study program results, BHP advised that it would not be
exercising the Kalkaroo Option to acquire the Kalkaroo Project (refer to ASX announcement of 19 December
2023).
As at 31 July 2024 the joint bank account held $19,015 (31 July 2023: $1,879,047) to be spent solely on Strategic
Alliance activities and is available for no other purpose. The Group has therefore accounted for the funds received
on Strategic Alliance activities as a collaboration arrangement and has not recognised any transactions related to
the relevant funds received or the expenditures paid from the joint bank account in its own condensed
consolidated financial statements during the financial year. The Group expects that the remaining funds in the
joint bank account will be spent during the remainder of calendar year 2024 on Strategic Alliance activities
(including joint rehabilitation obligations) by agreement with BHP.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 59
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 relinquishment of licences, changes to licence areas at renewal or expiry, and
Amalgamated Expenditure Agreements (‘AEA’) negotiated with the DEM, will also alter the expenditure
commitments of the Group.
During the financial year the Group undertook to make statutory relinquishments of a portion of its tenement
holdings in accordance with its obligations under its two AEAs for the 2021 and 2022 calendar years. Future
relinquishments will depend on the Group’s compliance with its expenditure and work obligations under new AEAs
for the 2023 calendar year according to the review criteria applied by the DEM at the time.
The minimum expenditure commitment on other mineral exploration tenements not covered by AEAs is
approximately:
31 July 2024
31 July 2023
$
$
Not later than 1 year
600,0001
150,000
Total non-AEA exploration expenditure commitments
600,000
150,000
1 If expenditure commitments are not met, area reduction penalties may apply.
(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:
31 July 2024
31 July 2023
$
$
Not later than 1 year
147,110
140,288
Later than 1 year but not later than 5 years
588,440
561,152
Later than 5 years
1,471,103
1,543,174
Total MLs and MPLs rental commitments
2,206,653
2,244,614
(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
(2023: $6,068) 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 as at 31 July 2024 (31 July 2023:
$Nil).
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 60
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 76 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 the Group. 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 $140,000 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 $161,000 of a non-cash backed National Australia Bank Limited guarantee
facility of $500,000 as security for unconditional irrevocable bank guarantees: for rehabilitation bonds 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 receipt of
$3,800,000 due to it from Benagerie Gold and Copper Pty Ltd 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 contingent asset is secured by a registered charge over ML6346 and the assets of Benagerie Gold
& Copper Pty Ltd.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 61
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 19.
(b) Remuneration of Key Management Personnel
Directors and other key management personnel remuneration is summarised as follows:
Financial Year Ended
31 July 2024
31 July 2023
$
$
Short-term employee benefits
682,401
687,325
Post-employment benefits
63,183
59,369
Long-term employee benefits
8,125
34,942
Share-based payments expense
31,981
89,803
Total key management personnel remuneration
785,690
871,439
Detailed remuneration disclosures for key management personnel are provided on page 25 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 2024.
(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):
•
$29,373 (2023: $47,155) 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 $Nil (2023: $Nil).
(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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 62
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.
Employee options provide an incentive and a reward for success.
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
Number
Grant date fair
value
Exercise price
per share option
Expiry date
21 December 2021 (Director 1)
7,000,000
$0.06
$0.265
21 December 2024
1 November 2022 (Employee 2)
3,100,000
$0.149
$0.375
1 November 2025
Total
10,100,000
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 Unlisted share options issued to employees under the Company’s Performance Rights and Share Option Plan.
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 2024
Year ended 31 July 2023
Number of
share
options
Weighted
average
exercise
price
Number of share
options
Weighted
average
exercise
price
$
$
Balance at beginning of financial year
14,700,000
0.28
17,556,874
0.26
Issued during financial year
-
-
3,100,000
0.375
Exercised during financial year
-
-
(40,000)
0.22
Expired during financial year
(4,600,000)
0.25
(5,916,874)
0.25
Forfeited during financial year
-
-
-
-
Balance at end of financial year
10,100,000
0.30
14,700,000
0.28
Exercisable at end of financial year
9,066,667
0.29
12,633,333
0.27
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 25. Share-based Payments (continued)
During the financial year no unlisted employee share options were exercised into fully paid ordinary shares.
The weighted average fair value of share options granted during the prior financial year was $0.149.
Share options outstanding at the end of the financial year had a weighted average exercise price of $0.29
(31 July 2023: $0.28), a range of exercise prices from $0.265 to $0.375 (31 July 2023: $0.25 to $0.375), with a
weighted average remaining contractual life of 240 days (31 July 2023: 502 days).
Share-based payments expense is summarised as follows:
Financial Year Ended
31 July 2024
31 July 2023
$
$
Employee share options
(105,555)
(289,389)
Total share-based payments expense
(105,555)
(289,389)
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 Black and Scholes 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 prior financial year were priced using a Black and Scholes option
pricing model, the assumptions and inputs used in estimating fair value at grant date of the unlisted share options
were:
Grant date
Share price
at grant date
Exercise
price
Expected
volatility
Share option
life
Expected
dividends
Risk-free
interest rate
1 November 2022
$0.31
$0.375
98%
3.0 years
-
3.71%
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).
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 26. Parent Company Financial Information (continued)
Parent Company
31 July 2024
31 July 2023
$
$
Statement of Financial Position
Current assets
1,420,409
3,864,808
Non-current assets
44,896,767
36,942,383
Total assets
46,317,176
40,807,191
Current liabilities
1,158,218
1,581,841
Non-current liabilities
171,329
163,580
Total liabilities
1,329,547
1,745,421
Net assets
44,987,629
39,061,770
Contributed equity
85,220,663
85,220,663
Share-based payments reserve
772,545
1,117,006
Accumulated losses
(41,005,579)
(47,275,899)
Total equity
44,987,629
39,061,770
Profit for financial year
5,820,304
3,070,811
Other comprehensive income
-
-
Total comprehensive profit
5,820,304
3,070,811
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 30 October 2024. The Board of Directors
has the power to amend and reissue this Annual Report.
Since 31 July 2024, the following significant matters have occurred:
(a) Mutooroo agreement with JX Advanced Metals Corporation (‘JXAM’)
On 19 August 2024 Havilah announced that it had signed a binding memorandum of understanding with JXAM of
Japan for an exclusivity period and study program on the Mutooroo copper-cobalt-gold project. This will involve
JXAM spending almost $3,000,000 on resource expansion and resource upgrade drilling and other studies on a
non-recourse basis to inform its decision on whether to acquire an interest in Mutooroo.
(b) Entitlement offer
On 26 August 2024 Havilah announced a capital raising by way of a non-renounceable, pro-rata entitlement offer
to eligible shareholders. The entitlement offer provided each eligible shareholder the opportunity to subscribe for
1 new fully paid ordinary share in the Company for every 14 fully paid ordinary shares held at an offer price of
$0.18 per new ordinary share. Eligible shareholders taking up their entitlement in full had an opportunity to apply
for additional new ordinary shares in excess of their entitlement, subject to scale back at the sole discretion of
Havilah, at the same offer price of $0.18 per additional new ordinary share. Under the entitlement offer,
22,617,086 new fully paid ordinary shares were issued that raised $4,071,075 (before costs).
(c) Yarramba uranium drilling results
On 4 September 2024 and 8 October 2024 Koba reported that uranium mineralisation had been intersected in
multiple drillholes at the Oban deposit (refer to ASX announcement of 4 September 2024 and ASX announcement
of 8 October 2024).
(d) Mutooroo copper-cobalt-gold drilling results
On 13 September 2024 Havilah announced assay results at the Mutooroo copper-cobalt deposit for reverse
circulation drillholes from the open pit resource expansion drilling program.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 27. Significant Matters Arising Subsequent to the End of the Financial Year (continued)
(e) Uranium earn-in agreement with Heavy Rare Earths Limited
On 21 October 2024 Havilah announced that it had signed binding agreements for an equity interest in
Heavy Rare Earths Limited (‘HRE’), conferring exploration and mining rights to HRE for various uranium assets
on certain of the Group’s exploration licences. Completion of the transaction and consequent issue of fully paid
HRE ordinary shares to Havilah, grant of unlisted share options to Havilah, and commencement of a joint venture
earn-in is subject to a number of conditions precedent, including HRE obtaining shareholder approval.
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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 66
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
As at 31 July 2024
In accordance with the requirements of subsection 295(3A) of the Corporations Act 2001, set out below is a list
of entities that form part of the consolidated entity included in the consolidated financial statements at the end of
the financial year.
Name of entity
Type of entity
Place
incorporated
Percentage of issued
share capital held by the
public company, directly
or indirectly (if applicable)
Australian
tax resident
or foreign
tax resident
Public company:
Havilah Resources Limited
Body corporate
Australia
Not applicable
Australian
Subsidiaries:
Copper Aura Pty Ltd
Body corporate
Australia
100%
Australian
Iron Genesis Pty Ltd
Body corporate
Australia
100%
Australian
Havilah Royalties Pty Ltd
Body corporate
Australia
100%
Australian
NU Energy Resources Pty Ltd
Body corporate
Australia
100%
Australian
Geothermal Resources Pty
Limited
Body corporate
Australia
100%
Australian
Kalkaroo Copper Pty Ltd
Body corporate
Australia
100%
Australian
Kalkaroo Pastoral Company
Pty Limited
Body corporate
Australia
100%
Australian
Lilydale Iron Pty Ltd
Body corporate
Australia
100%
Australian
Maldorky Iron Pty Ltd
Body corporate
Australia
100%
Australian
Mutooroo Metals Pty Ltd
Body corporate
Australia
100%
Australian
Neo Oil Pty Ltd
Body corporate
Australia
100%
Australian
Oban Energy Pty Limited
Body corporate
Australia
100%
Australian
At the end of the financial year, no entity within the consolidated entity was a trustee of a trust within the
consolidated entity, a partner in a partnership within the consolidated entity, or a participant in a joint venture
within the consolidated entity.
The definitions of ‘Australian resident’ and ‘foreign resident’ in the Income Tax Assessment Act 1997 are mutually
exclusive. This means if an entity is an ‘Australian resident’ it cannot be a ‘foreign resident’ for the purposes of
the public company disclosures in the Consolidated Entity Disclosure Statement.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 67
DIRECTORS’ DECLARATION
The Directors’ declare that:
(a) in the Directors’ opinion, the consolidated financial statements and notes, set out on pages 32 to 65, 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 2024 and of its performance
for the financial year ended on that date;
(b) in the Directors’ opinion, the Consolidated Entity Disclosure Statement, set out on page 66, required by
subsection 295(3A) of the Corporations Act 2001 is true and correct as at 31 July 2024; and
(c) 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 required by Section 295A of the Corporations Act 2001 from the
Technical Director and Chief Financial Officer for the financial year ended 31 July 2024.
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
Mr Simon Gray
Executive Director
Executive Chairman
30 October 2024
Grant Thornton Audit Pty Ltd
Grant Thornton House
Level 3
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Adelaide SA 5000
GPO Box 1270
Adelaide SA 5001
T +61 8 8372 6666
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
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.
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 2024, 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 material accounting policy information, the consolidated entity
disclosure statement 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 2024 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.
Page 68
Grant Thornton Audit Pty Ltd 2
Material uncertainty related to going concern
We draw attention to Note 2 in the consolidated financial statements, which indicates that a material uncertainty
exists that may cast doubt on the Group’s ability to continue as a going concern. 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 significant 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 11
At 31 July 2024 the carrying value of exploration and
evaluation assets was $21,607,604.
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 their
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;
•
assessing the accuracy of impairment recorded for
the year as it pertained to exploration interests;
•
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.
Page 69
Grant Thornton Audit Pty Ltd 3
Key audit matter
How our audit addressed the key audit matter
Call Option agreement, Access and
Compensation agreement, (Curnamona)
Province Strategic Alliance Agreement and
Assets Held for Sale – Notes 5, 9 and 21
In the previous financial year, the Group received
shareholder approval to enter into three agreements
which granted OZ Exploration Pty Ltd (now BHP) an
option to acquire the Kalkaroo Project, access to the
Kalkaroo Station pastoral lease, and formed a
strategic alliance for the purpose of conducting
further exploration in the area of interest.
As a consequence of implementing the three
agreements the group recognised the previously
capitalised costs associated with the Kalkaroo
project of $22,079,382 (2023 - $21,789,758) as a
non-current asset held for sale.
In the current financial year, BHP elected not to
exercise the Kalkaroo call option and monthly
payments relating to the strategic alliance ceased in
December 2023. The Group has recognised other
income totalling $2,694,484 relating to the Kalkaroo
access rights and Strategic Alliance contributions
and reimbursements.
The application of Australian Accounting Standards
to the economic substance of this transaction is not
straight forward.
The Group remains committed to the sale of the
project and consequently the project has remained
classified as a non-current asset held for sale.
In accordance with AASB 5 Non-current Assets Held
for Sale and Discontinued Operations, the Group
assessed and classified the asset as held for sale at
the lower of its carrying amount and fair value less
costs to sell at the time of the election in 2023. The
Group did note recognise any impairment loss for
the initial or subsequent write-down of the asset to
its fair value less costs to sell.
This is a Key Audit Matter due to the significance of
the Option and Strategic Alliance agreements to the
financial results, the complexity in determining the
appropriate accounting treatment for the transaction,
and the significant judgment involved in assessing
impairment as it relates to AASB 5.
Our procedures included, amongst others:
•
obtaining and reviewing BHP’s notice to not exercise
the call option;
•
assessing the accuracy and valuation of amounts
classified as non-current assets held for sale;
•
assessing the accuracy and occurrence of other
income transactions from the Strategic Alliance by
tracing amounts to bank deposits, and corroborating
amounts with the terms of the agreement;
•
assessing the accuracy and occurrence of
reimbursable costs recognised as other income from
the Strategic Alliance by tracing a sample of
transactions to supporting evidence, and the terms
of the agreement;
•
engaging our internal financial reporting specialists
in conducting our own assessment of the accounting
treatment;
•
reviewing management’s working paper for the
consideration of the asset's carrying value against
its fair value less costs to sell as it relates to AASB
5; and
•
assessing the appropriateness of the related
financial statement presentation and disclosures.
Page 70
Grant Thornton Audit Pty Ltd 4
Term Sheet, Tenement Access and Minerals
Rights Agreement and Other Financial Assets –
Note 13
In the current financial year, the Group entered into
two agreements with Koba Resources Limited
(Koba), granting Koba the right to earn an 80%
interest in Uranium rights within certain Havilah
exploration licences and an 80% joint venture
interest in any discovery tenements applied for over
a Uranium discovery.
As a result of these agreements, the Group received
consideration valued at $3,610,000, comprising 25
million ordinary shares, 15 million unlisted options,
and 10 million unlisted performance shares subject
to a JORC mineral resource estimate for the Project
of at least 15 million pounds of U3O8.
In accordance with AASB 9 Financial Instruments,
the Group must recognise a financial asset when it
becomes a party to the contractual provisions of an
instrument. These financial assets must be classified
as subsequently measured at either amortised cost
or fair value.
The process undertaken by management to assess
the valuation of the consideration received and the
subsequent measurement of financial assets
involves significant elements of management
judgement, this is considered a Key Audit Matter.
Our procedures included, amongst others;
•
obtaining and reviewing the binding Term Sheet that
sets out the commercial arrangements and the
binding Tenement Access and Mineral Rights
agreement that governs the access rights of Koba to
Havilah’s relevant exploration licences;
•
reviewing management's accounting position paper
regarding the application of the agreement;
•
reviewing management's accounting paper in line
with relevant accounting standards, analysing the
treatment of the earn-in consideration received by
Havilah Resources Limited from Koba Resources
Limited under the Tenement’s Access and Mineral
Rights agreement between the two parties; and
•
assessing the accuracy and appropriateness of the
related financial statement presentation and
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 2024, 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.
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:
a the financial report that gives a true and fair view in accordance with Australian Accounting Standards and
the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
b the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
Page 71
for such internal control as the Directors determine is necessary to enable the preparation of:
i
the financial report that gives a true and fair view and is free from material misstatement, whether due
to fraud or error; and
ii
the consolidated entity disclosure statement that is true and correct and is free of 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: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This
description forms part of our auditor’s report.
Report on the remuneration report
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, 30 October 2024
Grant Thornton Audit Pty Ltd
5
Opinion on the remuneration report
We have audited the Remuneration Report included in Directors’ Report for the year ended 31 July 2024.
In our opinion, the Remuneration Report of Havilah Resources Limited, for the year ended 31 July 2024
complies with section 300A of the Corporations Act 2001.
Page 72
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 73
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 23 October 2024.
Percentage figures in tables are rounded and may not add.
Distribution of Shareholding: Ordinary Shares
The number of shareholders ranked by size of holding is set out below:
Size of Holding
Number of Holders
Number of Ordinary
Shares on Issue
% of Total Issued
Ordinary Shares
1 to 1,000
268
66,152
0.02
1,001 to 5,000
957
2,955,639
0.87
5,001 to 10,000
552
4,244,902
1.25
10,001 to 100,000
1,185
42,825,591
12.62
100,001 to 1,000,000
292
83,173,357
24.52
1,000,000 and over
36
205,990,655
60.72
Total
3,290
339,256,296
100.00
There were 592 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
% of Total
Issued
Ordinary
Shares
1
BNP PARIBAS NOMS PTY LTD
46,449,519
13.69
2
MAPTEK PTY LTD
20,961,621
6.18
3
IQ EQ (JERSEY) LIMTED
19,301,188
5.69
4
TRINDAL PTY LTD
17,457,718
5.15
5
TRINDAL PTY LTD
11,212,806
3.31
6
GLENCORE AUSTRALIA HOLDINGS PTY LTD
10,153,756
2.99
7
TRINDAL PTY LTD
9,804,834
2.89
8
MR PAUL GEORGE CLARK
8,200,000
2.42
9
CITICORP NOMINEES PTY LIMITED
7,725,595
2.28
10
WOOLSTHORPE INVESTMENTS LIMITED
6,943,408
2.05
11
MISS KRYSTYNA HELENA KASPEROWICZ
3,701,470
1.09
12
STATSMIN NOMINEES PTY LTD
3,644,038
1.07
13
TRINDAL PTY LTD
3,437,357
1.01
14
STATSMIN NOMINEES PTY LTD
2,836,363
0.84
15
HNC HOLDINGS PTY LTD
2,654,411
0.78
16
CRAIG PARK PTY LTD
2,363,669
0.70
17
TALAGER PTY LTD
2,172,904
0.64
18
DIANNE PEARL INVESTMENTS PTY LTD
1,935,851
0.57
19
TREASURY SERVICES GROUP PTY LTD
1,881,808
0.55
20
DR KEITH ROBERT JOHNSON
1,650,000
0.49
Total
184,488,316
54.38
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 74
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
Number Held
% of Total
Issued
Ordinary
Shares
Trindal Pty Ltd
42,033,909
12.39
IQ EQ (Jersey) Limited (formerly, First Names (Jersey) Limited) as Trustee
for The Ayscough Trust
40,467,686
11.93
Maptek Pty Ltd (and associates)
34,790,678
10.25
Republic Investment Management Pte. Ltd.
15,898,489
4.69
The disclosed number of ordinary shares held by substantial shareholders may not be equal to the actual number
of ordinary shares held as at 23 October 2024 as only movements of at least 1% are required to be notified to the
ASX.
Unlisted Equity Securities: Share Options
The following share options over unissued ordinary shares of the Company are not quoted:
Number of
Holders
Number of
Unlisted Share
Options on Issue
Director share options
3
7,000,000
Employee share options
5
3,100,000
Total
8
10,100,000
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. Email: info@havilah-resources.com.au
There is no current on-market buy-back.
The Company has no restricted securities on issue.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 75
TENEMENT SCHEDULE AS AT 31 JULY 2024
Location
Project Name Tenement No. Tenement Name
Registered Owner¹ % Interest Status
South Australia
Curnamona
5785
Moko
Havilah
100
Current
South Australia
Curnamona
5824
Coolibah Dam
Havilah
100
Current
South Australia
Curnamona
5831
Bonython Hill (2)
Copper Aura
100
Current
South Australia
Curnamona
5848
Mingary (2)
Iron Genesis
100
Current
South Australia
Curnamona
5853
Oratan
Havilah
100
Current
South Australia
Curnamona
5873 ²
Benagerie
Havilah
100
Current
South Australia
Curnamona
5882
Mutooroo(2)
Copper Aura
100
Current
South Australia
Curnamona
5891 ³
Prospect Hill
Teale & Mander
65
Current
South Australia
Curnamona
5903
Border Block
Havilah
100
Current
South Australia
Curnamona
5904
Mundaerno Hill
Havilah
100
Current
South Australia
Curnamona
5915 ²
Emu Dam
Havilah
100
Current
South Australia
Curnamona
5940
Coonarbine
Havilah
100
Current
South Australia
Curnamona
5951
Jacks Find
Havilah
100
Current
South Australia
Curnamona
5952
Thurlooka
Havilah
100
Current
South Australia
Curnamona
5956
Wompinie
Havilah
100
Current
South Australia
Curnamona
5964
Yalkalpo East
Havilah
100
Current
South Australia
Gawler Craton 6014 4
Pernatty
Red Metal
10
Current
South Australia
Curnamona
6041
Cutana
Iron Genesis
100
Current
South Australia
Curnamona
6054
Bindarrah
Iron Genesis
100
Current
South Australia
Curnamona
6056
Frome
Havilah
100
Current
South Australia
Curnamona
6099
Lake Carnanto
Havilah
100
Current
South Australia
Curnamona
6161
Chocolate Dam
Havilah
100
Current
South Australia
Curnamona
6163
Mutooroo South
Copper Aura
100
Current
South Australia
Curnamona
6165
Poverty Lake
Havilah
100
Current
South Australia
Curnamona
6194
Bundera Dam
Havilah
100
Current
South Australia
Curnamona
6203
Watsons Bore
Havilah
100
Current
South Australia
Curnamona
6211
Cochra
Havilah
100
Current
South Australia
Curnamona
6258
Kidman Bore
Havilah
100
Current
South Australia
Curnamona
6271
Prospect Hill SW
Havilah
100
Current
South Australia
Curnamona
6280 5
Mingary
Iron Genesis
100
Current
South Australia
Curnamona
6298
Yalkalpo
Havilah
100
Current
South Australia
Curnamona
6299 6
MacDonald Hill
Havilah
100
Current
South Australia
Curnamona
6355
Olary
Havilah
100
Current
South Australia
Curnamona
6356
Lake Namba
Havilah
100
Current
South Australia
Curnamona
6357
Swamp Dam
Havilah
100
Current
South Australia
Curnamona
6358
Telechie
Havilah
100
Current
South Australia
Curnamona
6359
Yalu
Havilah
100
Current
South Australia
Curnamona
6360
Woodville Dam (Cockburn) Havilah
100
Current
South Australia
Curnamona
6361
Tepco
Iron Genesis
100
Current
South Australia
Curnamona
6370
Carnanto
Havilah
100
Current
South Australia
Curnamona
6408
Lake Yandra
Havilah
100
Current
South Australia
Curnamona
6409
Tarkarooloo
Havilah
100
Current
South Australia
Curnamona
6410
Lucky Hit Bore
Havilah
100
Current
South Australia
Curnamona
6411
Coombs Bore
Havilah
100
Current
South Australia
Curnamona
6415
Eurinilla
Havilah
100
Current
South Australia
Curnamona
6428
Collins Tank (Cockburn) Havilah
100
Current
South Australia
Curnamona
6434
Lake Frome
Havilah
100
Current
South Australia
Gawler Craton 6468
Sandstone
Havilah
100
Current
South Australia
Curnamona
6546
Billeroo West
Havilah
100
Current
South Australia
Curnamona
6592
Mutooroo Mine
Copper Aura
100
Current
South Australia
Curnamona
6593
Mundi Mundi
Havilah
100
Current
South Australia
Curnamona
6594
Bonython Hill
Copper Aura
100
Current
South Australia
Curnamona
6656
Mutooroo West
Copper Aura
100
Current
South Australia
Curnamona
6657
Bundera
Copper Aura
100
Current
South Australia
Curnamona
6659
Kalkaroo
Havilah
100
Current
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 76
TENEMENT SCHEDULE AS AT 31 JULY 2024 (continued)
Location
Project Name Tenement No. Tenement Name
Registered Owner¹
% Interest Status
South Australia
Curnamona
6660
Mulyungarie
Havilah
100
Current
South Australia
Curnamona
6661
Telechie North
Havilah
100
Current
South Australia
Curnamona
6662
Maljanapa
Havilah
100
Current
South Australia
Curnamona
6683
Bumbarlow
Havilah
100
Current
South Australia
Curnamona
6933
Prospect Hill SE
Havilah
100
Current
South Australia
Curnamona
6934
Rocky Dam
Havilah
100
Current
South Australia
Frome
GEL181
Frome
Geothermal
100
Current
Location
Project Name Tenement No. Tenement Name
Registered Owner ¹ % Interest Status
South Australia
Kalkaroo
ML6498
Kalkaroo
Kalkaroo
100
Current
South Australia
Kalkaroo
ML6499
Kalkaroo
Kalkaroo
100
Current
South Australia
Kalkaroo
ML6500
Kalkaroo
Kalkaroo
100
Current
South Australia
Kalkaroo
MPL158
Kalkaroo
Kalkaroo
100
Current
South Australia
Kalkaroo
MPL159
Kalkaroo
Kalkaroo
100
Current
South Australia
Kalkaroo
MC3828
Kalkaroo
Kalkaroo
100
Current
South Australia
Maldorky
MC4271
Maldorky
Maldorky
100
Current
South Australia
Maldorky
MC4272
Maldorky
Maldorky
100
Current
South Australia
Maldorky
MC4273
Maldorky
Maldorky
100
Current
South Australia
Maldorky
MC4274
Maldorky
Maldorky
100
Current
South Australia
Maldorky
MC4364
Maldorky
Maldorky
100
Current
South Australia
Mutooroo
ML5678
Mutooroo
Havilah
100
Current
South Australia
Mutooroo
MC3565
Mutooroo
Mutooroo
100
Current
South Australia
Mutooroo
MC3566
Mutooroo
Mutooroo
100
Current
Notes to Tenement Schedule as at 31 July 2024
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:
Kalkaroo Copper Pty Ltd, a wholly owned subsidiary of Havilah Resources Limited
Maldorky:
Maldorky Iron Pty Ltd, a wholly owned subsidiary of Havilah Resources Limited
Mutooroo:
Mutooroo Metals Pty Ltd, a wholly owned subsidiary of Havilah Resources Limited
Red Metal:
Red Metal Limited
Teale &
Mander:
Teale & Associates Pty Ltd, and Monica Mary Mander
Note 2 - 1% NSR (Net Smelter Return) royalty payable to MMG Limited
Note 3 - Agreement – farm-in. During the second half of the financial year Havilah signed an agreement to
acquire Monica Mary Mander’s 17.5% interest in the tenement, which will take its total interest in EL5891 to
82.5%, subject to transfer of the interest by the DEM. Under the terms of the modified farm-in agreement, Havilah
may now earn a 92.5% interest by completing a bankable feasibility study
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
Note 6 - $50,000 is payable to GBM Resources Limited (ASX: GBZ) on commencement of first commercial
production of iron ore. As part of the tenement purchase terms Havilah has offered GBM Resources Limited the
first right to any oxidised gold ore at its Green and Gold and Wilkins copper-gold prospects that are located near
the Barrier Highway, subject to a 1% NSR royalty payable
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 77
KEY RISKS
The risks described below are the key risks identified by the Board as being specific 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 Company and the Board have 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 abnormal 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.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 78
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.
Pandemic risk
COVID-19 demonstrated the operational risks posed by a pandemic. There remains the possibility of future global
pandemics that could have a greater or lesser disruptive effect on the Group’s business than COVID-19.
(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);
• Stock market sentiment fluctuations impacting on the Havilah share price;
• Tenement access risk caused by changed policies or activism; and
• Climate change effects and regulations designed to mitigate the effects of climate change.
ASX CODE: HAV
HAVILAH RESOURCES LIMITED
ABN: 39 077 435 520
ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 JULY 2024
Page 79
GLOSSARY
Term
Definition
$ or cents
Units of Australian currency.
AASB
Australian Accounting Standards Board.
AEA
Amalgamated Expenditure Agreement.
AEM
airborne electromagnetic.
Access Fee, Kalkaroo
Tenements, Proposed
Transaction, Strategic
Alliance
See relevant definitions in Schedules 1 and 3 of Notice of Meeting documents
(refer to ASX announcement of 29 July 2022).
ASX
ASX Limited ABN 98 008 624 691, trading as Australian Securities Exchange.
BHP
BHP Group Limited.
Company, Havilah or Parent
Company
Havilah Resources Limited.
consolidated entity
The provisions of the Corporations Act 2001 use the term ‘consolidated entity’,
rather than ‘Group’, to refer to the Company and its subsidiaries.
COVID-19
coronavirus disease 2019.
CPI
Consumer Price Index.
DEM
Department for Energy and Mining (the regulator in South Australia).
EL
Exploration Licence.
eU3O8
equivalent uranium oxide.
Fe
iron.
financial year
the financial year ended 31 July 2024.
FVTPL
fair value through profit or loss.
GEL
Geothermal Exploration Licence.
Group
Havilah Resources Limited and its subsidiaries.
g/t
gram/tonne.
JORC
Joint Ore Reserves Committee.
JXAM
JX Advanced Metals Corporation.
Kalkaroo Assets
meant all assets (including plant, equipment, contracts, business records and
intellectual property developed, acquired or created by or on behalf of the
Company or its related bodies corporate) in relation to the Kalkaroo Project.
Kalkaroo Option
Option to purchase the Kalkaroo Project.
Kalkaroo Project
meant the Kalkaroo copper-gold-cobalt project in the Curnamona Province of
South Australia and comprised the Kalkaroo Tenements and the Kalkaroo Assets.
km, km2
kilometres and square kilometres respectively.
Koba
Koba Resources Limited.
koz, Moz
thousand troy ounces and million troy ounces respectively.
Kt, Mt, t
thousand tonnes, million tonnes and tonnes respectively.
MC, ML, MPL
Mineral Claim, Mining Lease and Miscellaneous Purposes Licence respectively.
MMG
MMG Exploration Pty Ltd, a subsidiary of MMG Limited.
OZ Minerals
OZ Exploration Pty Ltd. OZ Minerals now forms part of BHP Group Limited.
Plan
Performance Rights and Share Option Plan.
ppm
parts per million.
RC
reverse circulation (drilling).
REE
rare earth elements.
SEZ
supergene enriched copper-gold zone.