Inca Minerals Limited
Annual Report 2022

Plain-text annual report

ANNUAL REPORT 2022 Inca Minerals Limited ACN 128 512 907 2 Auditor Stantons Level 2, 1 Walker Avenue West Perth WA 6005 CORPORATE PARTICULARS Directors Mr Adam Taylor Chairman Mr Gareth Lloyd Director Dr Jonathan West Director Company Secretaries Mr Mal Smartt Ms Emma Curnow Registered Office Suite 1, 16 Nicholson Road Subiaco WA 6008 Corporate Office Suite 1, 16 Nicholson Road Subiaco WA 6008 Share Registry Advanced Share Registry 110 Stirling Highway Nedlands WA 6009 Table of Contents Chairman’s Letter Corporate Governance Plan / Statement Directors’ Report Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Auditor’s Independence Declaration Independent Auditor’s Report Shareholder Information List of Tenements 2 3 4 15 16 17 18 19 45 46 47 51 55 1 2 Chairman’s Letter Dear Fellow Shareholders, I would like to thank all shareholders for their continued support of Inca Minerals Limited through the financial year ended 30 June 2022 with the Company completing a very busy year both in Peru and Australia. Shareholder support was further shown at the start of the financial year with the conversion of ICGOB options providing the Company with necessary cash to explore. This support facilitated the Company in being able to complete two large drill programs, one in Peru and one in Australia. Again, I and the Board thank you all for this support and continue to work to repay that trust in Inca. Peru The Company successfully completed a large drill program in the Northeast area of the Riqueza Project and no follow up drilling will be required in this area. The Company has made the decision to scale down operations in Peru due to external factors, mainly the political environment, making operating in the country harder and more expensive than normal. The Company still holds very prospective ground and hope that conditions change in the future where we can confidently give it the focus it deserves. Inca is keeping an active watch on Peru and is on the lookout for opportunities to move forward our prospects in the country. Frewena Inca successfully completed its maiden drill program at the Frewena Project. Our technical team is very happy with the initial findings from the drilling, and we are particularly proud of their achievement in finding a blind IOCG system in our first program at the project. Efforts now are focussed on gathering detailed information on the core extracted and use this for the development for the next and more focussed program on the project. The core is being stored and logged at our property at Mt Isa which was purchased during the year. The scale of this project is extremely large, and the work being done now to help target prospective areas around our current drilling also provides us with extremely valuable information for the targeting around the remainder of our large tenement package. Jean Elson With a strong focus on drilling both in Peru and then at Frewena’s project, exploration has been relatively smaller at the Company’s other projects, but still important work has been completed to move forward knowledge and perspectivity of the ground. The Jean Elson project now has multiple identified targets with the Company performing various geophysical methods to further understand and design future drill programs for the project. The Company’s work has followed in line with the intentions of having the project drill ready for the 2023 season. MaCauley In November-December 2021, gradient array induced polarisation surveying was trialed at MaCauley Creek but was hindered by weather and access conditions. Completion of this survey is anticipated during the 2023 field season. In February 2022, an airborne magnetic-radiometric survey covering 127km2 was commenced but not completed during the reporting period due to a mechanical fault with the contractor’s light aircraft. The completion of this survey is planned for October 2022. In closing I would like to thank our shareholders, employees and contractors for the support and efforts in helping push Inca forward. I am particularly happy with the current work our teams are completing and look forward to sharing the continued journey of finding a major discovery. Adam Taylor Chairman 2 Corporate Governance Plan / Statement A copy of the Company’s Corporate Governance Plan and current Corporate Statement is set out on our website www.incaminerals.com.au/corporate-governance 3 3 4 Directors’ Report The Directors of Inca Minerals Limited (Inca or Company) present their financial report on the Company and its controlled entities (Group) for the year ended 30 June 2022. Directors The names of directors in office at any time during or since the end of the financial year are listed hereunder. Directors were in office since the start of the financial year to the date of this report unless otherwise stated. • Adam Taylor, Chairman (appointed 1 March 2022) • Gareth Lloyd, Director • Jonathan West, Director • Ross Brown, Managing Director (resigned 5 July 2022) Information on Directors and Company Secretaries MR ADAM TAYLOR (Non-executive Chairman) Adam is an experienced CEO heading up a family-owned group of businesses with a history in the civil construction and mining sectors of over 20 years.  Adam currently oversees businesses within the Mining, Construction, Waste Management, Dewatering and Infrastructure Maintenance sectors, all currently within Western Australia and with a history of operations in New Zealand and the East Coast of Australia. His core skills include business management, strategy development, contract negotiation and the implementation of innovation across a business. Mr Taylor has invaluable and direct mining industry experience and contacts for the Company. He is also a substantial shareholder. In the previous 3 years, Mr Taylor has not been a director of any other ASX listed companies. GARETH LLOYD BSc (Hons) Director Mr Lloyd has over 35 years’ experience with mining and exploration companies and brings considerable technical, commercial and capital raising expertise to the Company. A mining engineer by training, he has operating experience in gold, base metals and coal operations in Australia, South Africa and the United Kingdom. Mr Lloyd is a part owner of the Element group, a Perth-based boutique advisory and funds management group focused on the resources sector through which Mr Lloyd provides strategic advice and fund-raising services to both listed and unlisted companies. Prior to establishing Element (in 2008), Mr Lloyd was an Associate Director at the Rothschild Group where he helped establish the Golden Arrow Funds I and II, the latter fund becoming the ASX- listed LinQ Resources Fund. At the time of his departure from LinQ, the fund was one of Australia’s largest listed resource funds with funds under management of over $475m. He has held a number of senior positions at Australian resource-focused stockbroking firms including Research Director at Hartleys and Resources Analyst at Eyres Reed. In the previous 3 years, Mr Lloyd has not been a director of any other ASX listed companies. DR JONATHAN WEST BSc (Hons), MSc (Exploration Geology), PhD. Director Dr Jonathan West has worked across a variety of resource and energy development and management areas, in both the private and public sector for over 45 years, both in Australia and overseas. He has extensive senior management experience with a particular focus on strategic planning, policy development, resource development and management, and corporate and organisational change management. He has extensive experience with shareholder/stakeholder engagement and in working directly with Traditional Owners on a range of resource management and economic development projects. In the previous 3 years, Mr West has not been a director of any other ASX listed companies. 4 5 DIRECTORS’ REPORT (continued) Information on Directors and Company Secretaries (continued) ROSS BROWN BSc (Hons), M.Aus.IMM. Managing Director (resigned 5 July 2022) A geologist by profession, Mr Brown has over 30 years’ experience in mineral exploration in Australia, Asia, Africa and South America and he has worked in a broad range of commodities, including gold, base metals, uranium, phosphate and diamonds. Mr Brown has a rare ability in recognising the commercial potential of exploration projects and geological process, and has a proven track record of bringing technical-based exploration concepts and projects to market. Mr Brown was the co-founder and Managing Director of Urcaguary Pty Ltd (Urcaguary), the Company’s fully owned subsidiary. As at 30 June 2022, and in addition to his position with the Company, Mr Brown remains a Director of Urcaguary and the Company’s other subsidiary companies. In the previous 3 years, Mr Brown has not been a director of any other ASX listed companies. Mr Brown has been a member of AusIMM since 1988, and is also a member of GSA, SEG and AICD. MALCOLM SMARTT BA (Accounting), Grad Dip Corporate Management, FCPA, FCIS, FCIM Joint Company Secretary Mr Smartt is a Corporate Consultant to listed and unlisted public companies. He is a qualified Accountant and Company Secretary having had considerable experience in Directorial, Financial and Company Secretary roles with a number of listed companies in the resource sector in Australia, South East Asia and Africa. EMMA CURNOW B Com, CA Grad Dip Corporate Governance Joint Company Secretary (appointed 1 March 2022) Ms Curnow is an experienced corporate finance executive who has worked in senior management roles for several listed exploration companies both in Australia and the UK, having commenced her career as a Chartered Accountant at Ernst & Young in 2003. She holds a Bachelor of Commerce from the University of Western Australia and is a member of both the Institute of Chartered Accountants and the Governance Institute of Australia. Ms Curnow joined Inca in November 2021 as Chief Financial Officer. She assumed the role of Joint Company Secretary in addition to her role as CFO, as mentioned above, from 1 March 2022. Operating Results The Group’s operating loss after income tax for the report period was $11,858,499 (2021: profit of $1,455,397). Principal Activities The Company’s principal activities during the year were conducting exploration at the Riqueza Project, located in Peru, at the greater Frewena Project and the Jean Elson project, both located in the Northern Territory, and at the MaCauley Creek Project, located in Queensland. The overarching strategy of the Company is to explore for Tier-1 scale mineralisation focusing on copper and gold, porphyry, porphyry-related and iron oxide copper gold deposits. The principal purpose of our activities is to generate targets for drill-testing for economic forms of Tier-1 mineralisation. 5 6 DIRECTORS’ REPORT (continued) Review of Operations The Company launched its maiden drill program in Australia at Frewena during the Report Period. The +8,000m reconnaissance drill program at Frewena mainly focussed on the prospects contained within the Frewena East and Frewena Far East project areas (Roadhouse, Jumping Spider and some of the many Mount Lamb targets). At the time of writing, detailed core logging, core cutting and geochemical analysis is ongoing. In Peru the Company withdrew from its agreement with Rimpago to acquire the Nueva Santa Rita concession at Riqueza due to force majeure events affecting access to the concession area. The Company drilled various targets in the NE Area of Riqueza under a category-1 FTA drill permit. No economic mineralisation was identified. This part of Riqueza was downgraded and the concessions will be allowed to lapse in 2023. Inca has refocussed its exploration efforts in Australia with selective opportunities being reviewed in Peru on a case by case basis. The Company has acquired additional tenements in the Frewena and Jean Elson project areas, greatly enhancing both projects’ prospectivity. The exploration focus of the Company continues to be large-scale (tier-1) copper, gold, silver mineralisation. The exploration strategy is to conduct reconnaissance exploration for the purpose of verifying the exploration model of the projects within the portfolio. This has been achieved for every project in Inca’s portfolio. Inca’s exploration strategy extends to target generation and definition. On this front, Inca has again been successful, having identified large-scale targets on all projects. Significant developments were achieved during the financial year. These include: • • • • • • • • • The identification of multiple drill targets at Frewena through multi-stage geophysics surveys. The completion of a maiden drill program at Frewena. The expansion of the Frewena Project through the application/granting of five tenements. The expansion of the Jean Elson Project through the application/granting of a large tenement. The identification of multiple drill targets at Jean Elson through multi-stage geophysics, geological and geochemical surveys. The identification of multiple drill targets at MaCauley Creek through geophysics, geological and geochemical surveys. The completion of drilling at the NE Area of Riqueza. The acquisition of the Riqueza South Project through the application/granting of five concessions. The acquisition and revitalisation of the Dingo Range nickel project in Western Australia. Target Generation and Drilling at Frewena Significant work programs were undertaken by the Company at the Greater Frewena Project during the reporting period that included airborne magnetic-radiometric surveying, ground gravity surveys, drill targeting studies, and a maiden reconnaissance drill program of 8,473.5m. Airborne magnetic-radiometric (AMAGRAD) surveying completed during 2021-2022 was the second phase of surveying undertaken at the Greater Frewena Group Project and followed on from the Company’s 2020-2021 survey. During the reporting period, a total of 3,497km2 of 50m and 100m spaced surveying was undertaken over the entirety of the Frewena East and Frewena Frontier Projects, and partially over the Frewena Far East Project. This survey – of 58,171 line kilometres – received $100,000 co-funding assistance as part of the Government’s Geophysics and Drilling Collaboration program. Subsequent to the AMAGRAD survey, the Company undertook ground gravity surveys at selected prospects in the Frewena Fable, Frewena East and Frewena Far East Projects. This program included a total of 2,512 stations at 400m spacing to cover 392km2. 6 7 DIRECTORS’ REPORT (continued) Review of Operations (continued) Results from Inca’s detailed AMAGRAD and gravity surveying were incorporated into a thorough, project-wide drill targeting study carried out by an independent, expert consultancy. In addition to AMAGRAD and gravity data, information used in this study included: seismic, airborne electromagnetic and magnetotellurmetric datasets acquired as part of the Government-led pre-competitive geophysical program, as well as geological and geochemical information derived from the Government-led East Tennant Stratigraphic Drill Program, which included two holes within Inca’s Frewena Far East Project (NDIBK01 and NDIBK04). The targeting study resulted in identification of numerous areas of interest across the Greater Frewena Project with a 29 hole program for 28,200m recommended by the independent consultancy. Of these, Inca elected to undertake a maiden reconnaissance drill program at the Mount Lamb North East and Mount Lamb South West prospects within Frewena Far East, and the Roadhouse and Jumping Spider prospects within Frewena East. A total of 8,473.5m was drilled with a combination of reverse circulation pre-collars and diamond tails of 8 holes (plus two incomplete pre-collars). Significant Iron Ore Copper-Gold (IOCG) alteration was intersected at each prospect with low levels of copper, zinc and lead sulphides observed visually. At the time of writing, detailed core logging, sampling and assaying remains on-going at the Company’s facility in Mount Isa. Target Generation at Jean Elson Exploration programs undertaken at the Jean Elson Project during 2021-2022 included a project-wide airborne magnetic-radiometric survey, selected ground gravity surveying and a thorough project review. A total of 1,336km2 of detailed, 50m spaced AMAGRAD surveying was completed over the Project with 29,385 line kilometres flown during the reporting period. A second $100,000 Geophysics and Drilling Collaboration co-funding grant was awarded to Inca to complete this work. Subsequent to the AMAGRAD survey, a thorough project review was undertaken by an independent, expert consultancy. This review supported the Iron Ore Copper-Gold prospectivity of Jean Elson and also significantly upgraded potential for Broken Hill type mineralisation similar to that which occurs nearby at the Jervois Base Metal Deposit. New areas of interest – including Spinifex Pigeon, Whistling Kite and Kestrel, amongst others – were identified alongside the existing Camel Creek and Mt Cornish South prospects. To further define drill targets, a comprehensive prospect-scale geophysical program was recommended to be completed during the 2022 field season. This included ground gravity surveying, airborne versatile time domain electromagnetic (VTEM) surveying and selected gradient array induced polarisation (GAIP). Ground gravity surveying covering 197km2 was completed over the Spinifex Pigeon, Kestrel and Camel Creek prospects during the reporting period; while a VTEM survey covering 310km2 commenced post reporting period in August 2022 with a 15km2 GAIP survey scheduled for September 2022. Target Generation at MaCauley Creek Exploration undertaken at the MaCauley Creek Project during 2021-2022 included a geological reconnaissance and rock chip sampling program, detailed airborne magnetic-radiometric surveying and trial gradient array induced polarisation surveying. A 15 day geological reconnaissance and rock chip sampling field trip was undertaken in July 2021 covering 14 prospects across the MaCauley Creek Project with 115 rock chips samples collected. Reconnaissance work focused on areas of interest identified in magnetic data and historical geochemical sampling, along with introductory meetings with landowners of Ewan Hills, Zig Zag and Laroona Stations. Rock chip assays from this trip provided further support to the copper-lead-zinc-silver prospectivity at the Project, and highlighted newer prospects area – Wallaroo, Mt Brown and Eckleburg West – as warranting exploration alongside the better known historical mine sites in the centre of the Project. 7 8 DIRECTORS’ REPORT (continued) Review of Operations (continued) In November 2021, a trial program of gradient array induced polarisation surveying was undertaken at MaCauley Creek. This is the first electrical surveying to be used at the Project and was initially planned to cover the historical mine sites in the centre of the Project with three GAIP grids covering 4km2. Due to rainfall and difficult terrain, only one of the three planned grids could be completed. In light of this, Inca elected to trial additional single GAIP grids at the Wallaroo and Buchanan prospects where access was easier. It is anticipated that further GAIP surveying will be undertaken in subsequent reporting periods once additional access tracks are constructed. In February 2022, an airborne magnetic-radiometric survey covering 127km2 was commenced but not completed during the reporting period due to a mechanical fault with the contractor’s light aircraft. The completion of this survey is planned for October 2022. NE Area Drilling at Riqueza Inca completed a diamond core drill program at the NE Area of the Riqueza Project, covering the Antacocha I, Antacocha II and Maihuasi mining concessions. A total of seven holes and 3,738 metres of drilling were completed to test the Puymanpata, Pucamachay and Yanacolipa porphyry-skarn targets. The geological (core logging data) and geochemical (assay data) results reflect the proximity of a hydrothermal system in the NE Area of Riqueza. Low levels of copper, gold, molybdenum, lead and zinc within an altered limestone-andesite sill sequence is positive. The occurrence of sulphide bearing structures such as faults, breccias and vein systems is also positive. Chalcopyrite (a copper sulphide) and sphalerite (a zinc sulphide) are rare within a broad pyrite-chlorite-sericite alteration halo. Nevertheless, vectoring analysis indicates that hydrothermal zoning is vertical. As such, the direction towards heat and a possible [mineralised porphyry] intrusion and skarn(s) is “downwards”. The sulphide and alteration assemblages present in the drilling in the NE Area are believed representative of an upper propylitic zone of a possible deep porphyry system, which is considered out of reach for conventional exploration and mining. The NE Area of Riqueza was downgraded by Inca. Reconnaissance at Riqueza South During the financial year, Inca lodged competing concession applications with Anglo American Peru S.A.C. for ground immediately south of Riqueza. The Company won three concessions including: Occorccocha I, Occorccocha II and Ccarhua II Ccarhua II. These concessions are still in the application phase, but nevertheless add to Inca’s granted Gutierrez II and Ccarhua I concessions to comprise Inca’s new Riqueza South Project. The Company has conducted reconnaissance mapping and sampling programs at the new Occorccocha I, Occorccocha II and Ccarhua II concession areas this quarter. A total of 90 samples were collected from Occorccocha II, 53 samples were collected from Occorccocha I, and 21 samples were collected from Ccarhua II. A peak silver assay result of 2,238g/t Ag (or 65.5ozt/t Ag) is noteworthy. Assay results from targeted outcrops revealed exceptionally strong grades of silver (in North American parlance “bonanza grade”, meaning a silver grade ≥750g/t-800g/t) and high grades of copper. At the newly named Cerro Hualtasja Prospect, where four trenches were excavated, the southern-most trench contains an average grade of 621.5g/t Ag over 5.0m (believed to be a true width) which is open ended across and along strike. Individual samples of Trench 4 include: BM-01191 with 899g/t Ag (0.8m), BM-01192 with 134g/t Ag (0.8m), BM-01191 with 2,238g/t Ag (0.7m), BM-01194 with 539g/t Ag (1.0m), BM-01195 with 155g/t Ag (0.9m), and BM- 01207 with 109g/t Ag (0.9m). Indeed, the lowest grade is still >3 oz/t silver. Riqueza South is considered highly prospective for epithermal and porphyry copper-gold mineralisation and should be considered a “stand alone” project to Riqueza. The Company’s exploration activities, as well as other corporate activities of the year, were released to the Australian Securities Exchange (ASX) throughout the year ended 30 June 2022. These ASX announcements should be accessed and read in conjunction with this annual report. The Company’s ASX code is ICG. 8 9 DIRECTORS’ REPORT (continued) Review of Operations (continued) During the report period, the Company’s payments to suppliers and employees combined with payments for exploration and payments for project acquisitions totalled $9.247 million, of which $8.154 million (88.2%) represents cash flows on exploration, and $1.093 million (11.8%) represents cash outflows on administrative staff and administration. As in previous years, these figures highlight the Company’s continued focus on the deployment of funds for exploration purposes to extract value through mineral discovery at its projects. The value-proposition this year now also extends to developing partnerships for extant and new projects alike. Financial Position The net assets of the Group were $13,985,476 as at 30 June 2022 ($19,511,218 as at 30 June 2021). Significant Changes in the State of Affairs There were no significant changes in the state of affairs of the Group during the financial year. Dividends Paid or Recommended The directors do not recommend the payment of a dividend and no dividends have been paid or declared since the start of the financial year. Significant Events After Reporting Date On 5th July 2022, the Company issued to directors and consultants a total of 334,812 fully paid shares for non cash. 291,419 shares were issued at a deemed price of $0.1037 per share, being for remuneration sacrifice to directors. 43,394 shares were issued at a deemed price of $0.1037 per share, being for consultant fees. No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the Company’s operations or the state of affairs of the Company in future financial years. Likely Developments and Expected Results The Company expects to maintain the present status and level of operation and hence there are no likely unwarranted developments in the entity’s operations. Environmental Issues The Company is subject to environmental regulation in respect of its exploration activities in Peru and Australia. The Company ensures the appropriate standard of environmental care is achieved and, in doing so, that it is aware of and is in compliance with all environmental legislation. The directors of the Company are not aware of any breach of environmental legislation for the year. Proceedings on Behalf of the Company No person has applied for leave of the Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. However, the Company is currently in dispute with Bullseye Mining Limited regarding Bullseye’s obligations under the Dingo Range Nickel Rights Agreement (3 February 2016) (NRA) and the Company’s rights under the NRA. The NRA applies to E37/1124, E53/1377, E53/1352, E53/1380 and E53/1407, including any mining tenement(s) applied for or granted in lieu of, renewal, extension or substitution of any of the above-mentioned tenements. At the date of this report, the dispute is ongoing and is set to proceed to mediation. 9 10 DIRECTORS’ REPORT (continued) Indemnification of Officers and Insurance Premiums The Company has paid premiums to insure the directors against liabilities for costs and expenses incurred by them in defending legal proceedings arising from their conduct while acting in the capacity of director of the Company, other than conduct involving a willful breach of duty in relation to the Company. The premiums paid in respect of Directors’ and Officers’ insurance during the year amounted to $23,133 (2021: $24,466). Insurance premiums have not been allocated to individual directors or key management personnel. Options At the date of this report, there are 114,902,665 unissued ordinary shares of Inca Minerals Limited under option. Risk Management The Board is responsible for ensuring that risks and opportunities are identified in a timely manner and that activities are aligned with the risks and opportunities identified by the Board. Meetings of Directors During the financial year, 5 meetings of directors were held. Attendances by each director were as follows: Mr Ross Brown Mr Gareth Lloyd Mr Jonathan West Mr Adam Taylor REMUNERATION REPORT (AUDITED) Board Meetings No. of meetings eligible to attend Number attended 5 5 5 1 5 5 5 1 This report outlines the remuneration arrangements in place for directors and executives of the Company. Remuneration Policy The remuneration policy of Inca Minerals Limited aligns director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and, where the Board believes it appropriate, may also include specific long-term incentives based on key performance areas affecting the Company’s ability to attract and retain the best executives and directors to run and manage the Company. The remuneration policy setting out the terms and conditions for the executive directors and other senior executives was developed by the Board. All executives receive a base salary (which is based on factors such as ability and experience). The Board reviews executive packages annually by reference to the economic entity’s performance, executive performance, and comparable information from industry sectors and other listed companies in similar industries. The performance of the executive directors is measured against the objective of promoting growth in shareholder value. The Board may exercise discretion in relation to approving incentives, bonuses, and options. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth. Executives may, where the Board believes it appropriate, participate in employee share and option arrangements. 10 11 DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) The Board policy is to remunerate directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to directors and regularly reviews their remuneration based on market practice, duties and accountability. Independent external advice is sought when required. No external advice was sought during the report period. The maximum aggregate amount of fees that can be paid to non- executive directors is subject to approval by shareholders in a general meeting (currently $240,000 per annum). Performance Based Remuneration For the year ended 30 June 2022, Ross Brown received a bonus of 170,879 fully paid ordinary shares to be issued at a deemed price of 10.37 cents per share, with the issue being in relation to the partial realisation of a number of milestones contained within his employment contract. Key management personnel service agreements Details of the key conditions of service agreements for key management personnel are as follows: Commencement Date Notice Period Base Salary Base Salary Termination Payments Provided2 Ross Brown1 1 March 2012 6 months Gareth Lloyd September Nil 14 2012 Jonathan West 21 January 2019 Nil Adam Taylor 1 March 2022 Nil $268,492 annum per $50,000 per annum director fees $50,000 per annum director fees $50,000 per annum director fees Company may The terminate employment at any time within the initial term by giving 12 months’ notice or 12 months payment in lieu None None None 1 Mr Brown is engaged under a contract of employment with the Company. The current contract period is for an initial two-year term commencing 1 March 2021, with further renewal at the mutual agreement of both Mr Brown and the Company. In the current employment contract, Mr Brown is eligible to receive a discretionary bonus of up to 20% of the base salary, such payment will be in the form of Company shares (issued on a 30 day VWAP) and is based on achieving agreed performance measures. A bonus of in the form of 170,879 fully paid ordinary shares at $0.1037 per share were issued on 5 July 2022 ($17,720) to Mr Brown in relation to the 2022 financial year. At a General Meeting of the Company held on 31 May 2019, shareholders approved the ability for the Company to undertake a future issue of directors’ remuneration-sacrifice shares to Mr Ross Brown, Mr Gareth Lloyd and Mr Jonathan West. Any shares are to be issued in accordance with the Company’s Directors’ Remuneration-Sacrifice Share Plan (Share Plan). Under the Share Plan, the Company’s directors agreed to reduce their cash remuneration by up to 50% through the issue of shares, in lieu of cash consideration. The reduction in cash consideration is for an amount up to $48,620 for Mr Brown, up to $25,000 for Mr Lloyd, and up to $25,000 for Mr West. Mr Taylor has confirmed once approved at the Company’s 2022 Annual General Meeting, he will elect to have up to 50% of his cash remuneration reduced through the issue of shares, in lieu of cash consideration. There are no other agreements with key management personnel. 11 12 Total Performance related compensation as % of total remuneration DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) (a) Key management personnel compensation 2022 Short-term benefits Name Directors Ross Brown Gareth Lloyd Jonathan West Adam Taylor Totals Salary and fees $ Perfor- mance Bonus $ 268,489 50,000 17,720 - 50,000 16,667 385,156 - 17,720 Other $ - - - - Post-employment benefits Super- annuation Non- monetary benefits $ Long service leave $ $ 26,849 5,000 5,000 1,667 38,516 4,922 - - 5.5% - - 4,922 4.0% - - - - 2021 Short-term benefits Post-employment benefits Performance related compensation as % of total remuneration Name Salary and fees Perfor- mance Bonus $ Other $ Non- monetary benefits $ Super- annuation $ Long service leave $ $ Directors Ross Brown Gareth Lloyd Jonathan West Totals 351,795 20,000 2,400 b) Options and rights granted as remuneration 251,795 50,000 50,000 20,000 - - 2,400 - - 26,597 4,750 4,750 7,055 - - 6.3% - - - - - - 36,097 7,055 4.7% 417,347 No options or rights were granted as remuneration during the year (2021: $nil). c) Share Based Payments During the year ended 30 June 2022, shares received by directors in lieu of cash consideration have been issued as follows. Director Ross Brown Gareth Lloyd Jonathan West Shares Issued (or to be issued at 30 June 2022) 370,879 213,550 213,550 Total $ Value of Shares Issued $37,720 $25,000 $25,000 Accrued Salary & Fees at 30 June 2022 to be Received in Shares $17,720* $6,250 $6,250 *Performance-based remuneration (excluding superannuation) 12 $ 317,980 55,000 55,000 18,334 446,314 Total $ 307,847 54,750 54,750 13 DIRECTORS’ REPORT (continued) REMUNERATION REPORT (AUDITED) (continued) During the year ended 30 June 2021, shares received by directors in lieu of cash consideration have been issued as follows. Director Shares Issued (or to be issued at 30 June 2021) 1,040,910 372,265 372,265 *Performance-based remuneration (excluding superannuation) Total $ Value of Shares Issued $48,620 $25,000 $25,000 Ross Brown Gareth Lloyd Jonathan West Accrued Salary & Fees at 30 June 2021 to be Received in Shares $20,000* $6,250 $6,250 No other share-based payments were issued as key management personnel remuneration during the year (2021: $nil). Key Management Personnel Relevant Interests The relevant interests of key management personnel in the capital of the Company at the date of this report is as follows: KMP Ross Brown Gareth Lloyd Jonathan West Adam Taylor Number of Ordinary Shares 3,865,192 1,438,790 3,973,109 25,238,482 Number of Options over Ordinary Shares 151,328 62,139 150,000 8,537,172 The following tables show the movements in the relevant interests of key management personnel in the share capital of the Company: 2022 Name Ross Brown Gareth Lloyd Jonathan West Adam Taylor Totals 2021 Name Ross Brown Gareth Lloyd Jonathan West Totals Opening balance 1 July 2021 3,419,122 1,102,832 3,699,290 - 8,221,244 Additions / Director Appointment 275,191 275,689 213,550 25,238,482 26,002,912 Disposals / Director Resignation - - - - - Closing balance 30 June 2022 3,694,313 1,378,521 3,912,840 25,238,482 34,224,156 Opening balance 1 July 2020 (post consolidation) 1,965,177 279,625 2,262,500 4,507,302 Additions / Director Appointment Disposals / Director Resignation Closing balance 30 June 2021* 1,453,945 823,207 1,436,790 3,713,942 - - - - 3,419,122 1,102,832 3,699,290 8,221,244 END OF REMUNERATION REPORT 13 14 DIRECTORS’ REPORT (continued) Non-Audit Services The Directors are satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons: • • all non-audit services are reviewed and approved by the Board of Directors prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and the nature of the services provided does not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. No non-audit services were provided by the entity’s auditor, Stantons, as shown at Note 16. Auditor’s Independence Declaration We have obtained an Auditor’s Independence Declaration. Please refer to “Auditor’s Independence Declaration” included on page 44 of the financial statements. The Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors. Gareth Lloyd Director Dated at Perth this 14th day of September 2022 14 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the year ended 30 June 2022 Revenue Note 2 2022 $ 2021 $ 194,036 2,968,688 Management and directors’ fees Wages and salaries Administrative expenses Advertising and promotional costs Professional fees Listing and share registry expenses Depreciation Impairment of Peruvian Value Added Tax receivable Foreign exchange (loss) / gain Environmental rehabilitation Exploration and evaluation expenditure written off Profit / (Loss) before income tax Income tax benefit Profit / (Loss) after income tax Other comprehensive income Items that will not be reclassified to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on operations, net of tax Total comprehensive profit / (loss) translation of foreign 7 3 Profit / (Loss) for the year attributable to members of Inca Minerals Limited Total comprehensive profit / (loss) attributable to members of Inca Minerals Limited (116,667) (136,839) (657,337) (62,755) (244,847) (103,339) (30,678) (666,223) 19,747 (49,567) (10,004,030) (11,858,499) - (11,858,499) (76,558) (170,426) (441,158) (18,865) (187,176) (163,515) (18,175) (193,524) (207,035) (36,859) - 1,455,397 - 1,455,397 - - 418,347 (11,440,152) ,050,758) 404,639 (11,858,499) 1,455,397 (11,440,152) 404,639 Basic and profit / (loss) per share (cents) Diluted profit / (loss) per share (cents) 13 13 (2.49) (2.49) 0.44 0.43 The accompanying notes form an integral part of these financial statements. 15 CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 30 June 2022 16 Note 14(b) 5 6 7 8(a) 8(e) 9(a) 9(b) 8(e) 10 ASSETS Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Plant and equipment Exploration and evaluation expenditure Right-of-use asset Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Lease liability Trade and other payables Provisions Total Current Liabilities Non-Current Liabilities Lease liability Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Accumulated losses Foreign currency translation reserve Share Option Reserve TOTAL EQUITY 2022 $ 2021 $ 4,920,053 250,867 5,170,920 9,264,004 23,268 9,287,272 942,321 8,940,720 14,156 9,897,197 255,413 10,721,723 28,311 11,005,447 15,068,117 20,292,719 14,237 928,740 139,664 1,082,641 - - - 14,839 636,445 115,980 767,264 14,237 14,237 1,082,641 781,501 13,985,476 19,511,218 59,585,601 (45,152,001) (767,128) 319,004 53,671,191 (33,293,502) (1,185,475) 319,004 13,985,476 19,511,218 The accompanying notes form an integral part of these financial statements. 16 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2022 17 Contributed Equity Accumulated Losses $ $ Foreign Currency Translation Reserve $ Share Option Reserve Total $ $ 41,559,456 (34,748,899) (134,717) 32,851 6,708,691 2021 Balance at 1 July 2020 Total comprehensive loss for the year - 1,455,397 (1,050,758) 13,297,886 (1,186,151) - - - - - - - - - - 404,639 13,297,886 (1,186,151) 286,153 286,153 53,671,191 (33,293,502) (1,185,475) 319,004 19,511,218 53,671,191 (33,293,502) (1,185,475) 319,004 19,511,218 Total comprehensive loss for the year - (11,858,499) 418,347 5,930,036 (15,626) - - - - - - - (11,440,152) 5,930,036 (15,626) 59,585,601 (45,152,001) (767,128) 319,004 13,985,476 Shares issued during the year Cost of equity issue Options issued during the year Balance at 30 June 2021 2022 Balance at 1 July 2021 Shares issued during the year Cost of equity issue Balance at 30 June 2022 The accompanying notes form an integral part of these financial statements. 17 CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 30 June 2022 18 Note 14 (a) Cash flows from operating activities Payments to suppliers and employees Interest received Government grants received Net cash (used in) operating activities Cash flows from investing activities Payments for exploration expenditures Payments for plant and equipment Net cash (used in) investing activities Cash flows from financing activities Proceeds from issue of shares (net of share issue costs) Repayment of lease liability Proceeds received in advance for shares Net cash from financing activities Net increase/ (decrease) in cash held Cash and cash equivalents at the beginning of the financial year Effect of exchange rate changes on cash and cash equivalents 2022 $ 2021 $ (1,092,780) 1,518 181,818 (909,444) (497,780) 1,093 145,906 (350,781) (8,154,207) (724,459) (8,878,666) (3,414,015) (20,405) (3,434,420) 5,781,632 (15,956) - 5,765,676 12,233,822 (15,956) 221,891 12,439,757 (4,022,434) 8,654,556 9,264,004 732,856 (321,517) (123,408) Cash and cash equivalents at the end of the financial year 14 (b) 4,920,053 9,264,004 The accompanying notes form an integral part of these financial statements. 18 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies 19 The financial report covers the Company of Inca Minerals Limited, a listed public company incorporated and domiciled in Australia, and its controlled entities. The financial report was authorised for issue on 14th September 2022 by the Board of Directors. Basis of preparation The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Going Concern The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. For the year ended 30 June 2022, the Group incurred after tax loss of $11,858,499 (2021: profit of $1,455,397) and the Group had net cash outflows of $3,957,851 (2021: net cash inflows of $8,654,556). The Directors believe that it is reasonably foreseeable that the Company and Group will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following factors: • • • The Group has cash at bank at the reporting date of $4,920,053, net working capital of $4,088,279 and net assets of $13,985,476; and The ability of the Group to raise capital by the issue of additional shares under the Corporation Act 2001; and The ability to curtail administration, operational and investing cash outflows as required. Accounting Policies New and Amended Accounting Policies Adopted by the Group ▪ AASB 2021-3: Amendments to Australian Accounting Standards – COVID-19 Related Rent Concessions beyond 30 June 2021 The Group has applied AASB 2021-3: Amendments to Australian Accounting Standards – COVID-19-Related Rent Concessions beyond 30 June 2021 this reporting period. The amendment amends AASB 16 to extend by one year, the application of the practical expedient added to AASB 16 by AASB 2020-4: Amendments to Australian Accounting Standards – COVID-19-Related Rent Concessions. The practical expedient permits lessees not to assess whether rent concessions that occur as a direct consequence of the COVID-19 pandemic and meet specified conditions are lease modifications and instead, to account for those rent concessions as if they were not lease modifications. The amendment has not had a material impact on the Group’s financial statements. 19 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies (continued) 20 ▪ AASB 2020-8: Amendments to Australian Accounting Standards –Interest Rate Benchmark Reform – Phase 2 The Group has applied AASB 2020-8 which amends various standards to help listed entities to provide financial statement users with useful information about the effects of the interest rate benchmark reform on those entities’ financial statements. As a result of these amendments, an entity: • will not have to derecognise or adjust the carrying amount of financial statements for changes required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate; • will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and • will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates. The amendment has not had a material impact on the Group’s financials. New and Amended Accounting Policies Not Yet Adopted by the Group ▪ AASB 2020-1: Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non- current The amendment amends AASB 101 to clarify whether a liability should be presented as current or non-current. The Group plans on adopting the amendment for the reporting period ending 30 June 2024. The amendment is not expected to have a material impact on the financial statements once adopted. ▪ AASB 2020-3: Amendments to Australian Accounting Standards – Annual Improvements 2018-2020 and Other Amendments AASB 2020-3: Amendments to Australian Accounting Standards – Annual Improvements 2018-2020 and Other Amendments is an omnibus standard that amends AASB 1, AASB 3, AASB 9, AASB 116, AASB 137 and AASB 141. The Group plans on adopting the amendment for the reporting period ending 30 June 2023. The impact of the initial application is not yet known. ▪ AASB 2021-2: Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates The amendment amends AASB 7, AASB 101, AASB 108, AASB 134 and AASB Practice Statement 2. These amendments arise from the issuance by the IASB of the following International Financial Reporting Standards: Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) and Definition of Accounting Estimates (Amendments to IAS 8). The Group plans on adopting the amendment for the reporting period ending 30 June 2024. The impact of the initial application is not yet known. ▪ AASB 2021-5: Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a Single Transaction The amendment amends the initial recognition exemption in AASB 112: Income Taxes such that it is not applicable to leases and decommissioning obligations – transactions for which companies recognise both an asset and liability and that give rise to equal taxable and deductible temporary differences. The Group plans on adopting the amendment for the reporting period ending 30 June 2024. The impact of the initial application is not yet known. 20 21 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies (continued) a) Principles of Consolidation The consolidated financial statements incorporate all of the assets, liabilities and results of the parent, Inca Minerals Limited and all of the subsidiaries. Subsidiaries are entities the parent controls. The parent controls an entity when it 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 over the entity. A list of the subsidiaries is provided in Note 21. The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non- controlling interests". The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary's net assets on liquidation at either fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income. b) Revenue Recognition Under AASB 15 Revenue from contracts with customers, revenue is recognised when a performance obligation is satisfied, being when control of the goods or services underlying the performance obligations is transferred to the customer. Interest Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset. Government Grant Revenue is recognised when the invoice is created and issued to appropriate state government. Prior to this, the Company applies to the government for the grant and if awarded then a funding agreement is created between the government and the company. It is only upon completion of the work which is detailed in the agreement that the invoice can be issued. c) Income Tax The income tax expense / (benefit) charged to the profit of loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (benefit) is charged or credited directly to equity instead of profit or loss when the tax related to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. 21 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies (continued) 22 Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates enacted or substantially enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a largely enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities related to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. d) Mining Tenements and Exploration and Evaluation Expenditure Mining tenements are carried at cost, less accumulated impairment losses. Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development and/or sale of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit or loss in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of site restoration are provided for over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs are determined using estimates of future costs, current legal requirements and technology on an undiscounted basis. Any changes in the estimates for the costs are accounted for on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site. 22 23 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies (continued) e) Financial Instruments Recognition and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Classification and initial measurement of financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories: • • • amortised cost fair value through profit or loss (FVTPL) fair value through other comprehensive income (FVOCI). In the periods presented the corporation does not have any financial assets categorised as FVOCI. The classification is determined by both: • • the entity’s business model for managing the financial asset the contractual cash flow characteristics of the financial asset. All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. Subsequent measurement of financial assets Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL): - they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows - the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments as well as listed bonds that were previously classified as held-to-maturity under AASB 139. 23 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies (continued) 24 Financial assets at fair value through profit or loss (FVTPL) Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit or loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply. The category also contains an equity investment. The Group accounts for the investment at FVTPL and did not make the irrevocable election to account for the investment in unlisted and listed equity securities at fair value through other comprehensive income (FVOCI). The fair value was determined in line with the requirements of AASB 9, which does not allow for measurement at cost. Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists. Financial assets at fair value through other comprehensive income (FVOCI) The Group accounts for financial assets at FVOCI if the assets meet the following conditions: • they are held under a business model whose objective it is “hold to collect” the associated cash flows and sell and the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. • Any gains or losses recognised in other comprehensive income (OCI) will be recycled upon derecognition of the asset. Impairment of financial assets AASB 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL) model’. This replaced AASB 139’s ‘incurred loss model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss. Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead the Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. In applying this forward-looking approach, a distinction is made between: • • financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Level 1’) and financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Level 2’). 24 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies (continued) 25 ‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category. Measurement of the expected credit losses is determined by a probability- weighted estimate of credit losses over the expected life of the financial instrument. Trade and other receivables and contract assets The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Classification and measurement of financial liabilities The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). 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 or finance income. f) Impairment of Assets At each reporting date, the entity reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to profit or loss. 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 discount 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 is estimated to be less than its carrying amount, the carrying amount of the asset 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. 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 years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase. 25 26 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies (continued) g) Plant and Equipment Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred. Depreciation The depreciable amount of all fixed assets is depreciated on a straight-line basis over the asset’s useful life to the Company commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Class of fixed asset Plant and equipment Motor vehicles IT equipment Leasehold improvements Buildings 10–33% 20–33% 10-33% 20% 25% The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the profit or loss. h) Cash and Cash Equivalents Cash and cash equivalents include cash on hand and deposits held at call with banks. i) Goods and Services Tax Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. 26 27 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies (continued) j) Contributed Equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. k) Earnings per Share (i) Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year. (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. l) Leases Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that are transferred to the economic entity, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. m) Employee Benefits Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to reporting date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. 27 28 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies (continued) n) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. o) Trade and Other Receivables Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets. Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. p) Trade and Other Payables Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability. q) Foreign Currency Transactions Balances Functional and presentation currency The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars, which is the parent entity’s functional currency. Transactions and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non- monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise the exchange difference is recognised in profit or loss. Group companies The financial results and position of foreign operations, whose functional currency is different from the Group’s presentation currency, are translated as follows: • • • • assets and liabilities are translated at exchange rates prevailing at the end of the reporting period; the Company raised an additional $4,384,485 as from 1 July 2021 in relation to options being converted in to shares at $0.09 per share; and income and expenses are translated at average exchange rates for the period; and retained earnings are translated at the exchange rates prevailing at the date of the transaction. 28 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 1: Statement of Significant Accounting Policies (continued) 29 Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position. These differences are recognised in profit or loss in the period in which the operation is disposed of. r) Critical Accounting Estimates and Other Accounting Judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company is of the view that there are no critical accounting estimates and judgements in this financial report, other than accounting estimates and judgements in relation to the carrying value of mineral exploration expenditure. Key judgements Deferred exploration and evaluation expenditure Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current. These costs are carried forward in respect of an area that has not at reporting date reached a stage that permits reasonable assessment of the existence of economically recoverable reserves, or alternatively, are expected to be sold. Refer to the accounting policy stated in Note 1(d). Deferred taxation The potential deferred tax asset arising from the tax losses and temporary differences have not been recognised as an asset because in the directors’ judgement, it is not probable that the Company will make taxable profits against which the tax losses can be recovered. s) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Note 2: Revenue Consolidated 2021 $ 2022 $ Interest received Government grant received Income received as a result of debt forgiveness -South 32 loan written back Sale of fixed assets 1,518 181,818 - 10,700 194,036 1,325 136,815 2,830,548 - 2,968,688 29 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 30 Note 3: Income Tax (a) Income tax recognised in profit No income tax is payable by the Company as it recorded losses for income tax purposes for the year. (b) Numerical reconciliation between income tax expense and the loss before income tax. Profit / (loss) before income tax Income tax expense / (benefit) at 25% (2021: 26%) Tax effect of: Deferred tax asset not recognised Movement in unrecognised temporary differences Tax effect of permanent differences Income tax benefit (c) Unrecognised deferred tax balances Revenue tax losses available to the Company Capital tax losses available to the Company Total tax losses available to the Company Potential tax benefit at 25% (2021: 26%) 2022 $ (11,858,501) (2,964,625) 3,668,198 (703,680) 107 - Consolidated 2021 $ 1,455,397 378,403 (381,447) 14,905 11,861 - 41,521,025 1,235 41,522,260 26,848,233 1,235 26,849,468 10,380,565 6,980,862 A deferred tax asset attributable to income tax losses has not been recognised at reporting date as the probability criteria disclosed in Note 1(c) is not satisfied and such benefit will only be available if the conditions of deductibility, also disclosed in Note 1(c), are satisfied. Note 4: Dividends No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has been made. Note 5: Trade and Other Receivables Current Other receivables Prepayments Consolidated 2021 $ 2022 $ 235,533 15,334 250,867 13,806 9,462 23,268 None of the trade and other receivables are past due date. There are no expected credit losses. 30 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 6: Plant and Equipment 31 Plant and Equipment IT equipment Motor Vehicles Land Buildings Leasehold improvements Total Balance at 1 July 2020 Additions / (disposals) and writeoffs Depreciation / writeback 207,841 - 56,582 2,178 on disposals* (9,739) (1,449) Balance at 30 June 2021 At cost Accumulated depreciation Balance at 30 June 2021 254,684 729 406,262 24,026 (151,578) (23,297) 254,684 729 - - - - - - - - - - - - - - - - - - - - - - - - Balance at 1 July 2021 Additions / (disposals) and writeoffs Depreciation / writeback 254,684 729 138,272 15,065 76,684 195,000 338,159 on disposals* (64,390) (1,579) (5,734) - (4,569) Balance at 30 June 2022 At cost Accumulated depreciation Balance at 30 June 2022 328,566 14,215 70,950 195,000 333,590 544,534 39,091 76,684 195,000 338,159 (215,968) (24,876) (5,734) - (4,569) 328,566 14,215 70,950 195,000 333,590 * Inclusive of depreciation capitalised to exploration and evaluation expenditure. - - - - 207,841 58,760 (11,188) 255,413 6,213 436,501 (6,213) (181,088) - - - - - - - - 255,413 255,413 763,180 (76,272) 942,321 1,193,468 (251,147) 942,321 31 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 7: Exploration and Evaluation Expenditure Costs carried forward in respect of areas of interest in the following phases: 32 Exploration and evaluation phase – at cost Balance at 1 July Expenditure incurred (including exchange rate movements) Expenditure written off Balance at 30 June Note 8: Right-of-use Asset and Lease Liability Consolidated 2021 $ 2022 $ 10,721,723 8,223,027 (10,004,030) 9,118,246 1,603,477 - 8,940,720 10,721,723 The Company’s lease portfolio includes the office lease. The average term of the lease is 1-2 years with an option to extend for an additional 2 years. (a): Carrying value Balance at inception of the lease Accumulated depreciation Consolidated 2021 $ 2022 $ 56,623 (42,467) 14,156 56,623 (28,312) 28,311 (b): AASB 16 related amounts recognised in the Statement of Profit or Loss and Other Comprehensive Income Depreciation expense Interest expense (included in administrative expenses) (c): Total cash outflows for leases Repayment of lease liabilities (d): Option to extend or terminate Consolidated 2021 $ 2022 $ 14,155 1,117 15,272 14,156 1,839 15,995 Consolidated 2021 $ 2022 $ (15,956) (15,956) The Company uses judgement in determining the lease term where the contract contains options to extend or terminate the lease. 32 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 (e): Lease liability 33 Opening balance Less: principal repayments Add: interest expense on lease liability Current lease liability Non-current lease liability Note 9(a): Trade and Other Payables (current) Trade and other creditors Accrued liabilities Proceeds for share issue received in advance None of the payables are past due date. Note 9(b): Provisions (current) Annual leave Long service leave Consolidated 2021 $ 2022 $ 29,076 (15,956) 1,117 14,237 14,237 - 43,193 (15,956) 1,839 29,076 14,839 14,237 Consolidated 2021 $ 2022 $ 395,298 533,442 - 928,740 283,521 131,033 221,891 636,445 Consolidated 2021 $ 2022 $ 88,770 50,894 139,664 70,018 45,962 115,980 33 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 10: Contributed Equity 34 a) Paid up capital 481,559,927 ordinary shares (30 June 2021: 415,976,672 ordinary shares) b) Movements in shares on issue Balance at 30 June 2020 Reduction on reconstruction 31 August 2020 Issued 28 October 2020 Issued 29 October 2020 Issued 30 October 2020 Issued 11 November 2020 Issued 6 January 2021 Issued 16 March 2021 Issued 1 April 2021 Issued 3 May 2021 Issued 31 May 2021 Issued 8 June 2021 Issued 24 June 2021 Transaction costs from issue of shares Balance at 30 June 2021 Issued 6 July 2021 Issued 6 July 2021 Issued 6 July 2021 Issued 14 July 2021 Issued 22 July 2021 Issued 28 July 2021 Issued 4 August 2021 Issued 6 August 2021 Issued 13 August 2021 Issued 1 October 2021 Issued 4 January 2022 Issued 1 April 2022 Transaction costs from issue of shares Balance at 30 June 2022 Consolidated 2021 $ 2022 $ 59,585,601 53,671,191 No of shares Paid up capital 4,078,233,994 (3,874,322,656) 148,657,611 16,142,167 2,676,443 1,633,334 1,947,153 28,000,000 444,354 840,000 3,811,038 3,060,505 4,852,729 - 415,976,672 189,851 200,000 4,388,543 4,518,597 10,109,427 16,902,750 12,797,187 14,197,423 1,500,000 164,467 266,731 348,279 - 481,559,927 $ 41,559,456 - 8,176,169 887,819 79,048 81,667 101,207 2,800,000 41,192 75,600 342,993 275,445 436,746 (1,186,151) 53,671,191 24,737 20,000 394,969 406,674 909,848 1,521,248 1,151,747 1,277,768 135,000 18,749 30,546 38,750 (15,626) 59,585,601 c) Movements in options on issue In relation to listed options (ASX: ICGOA) exercisable at $0.14 per option at any time up to 31 October 2022, there is 46,636,077 options outstanding over unissued ordinary shares on issue at 30 June 2022. In relation to listed options (ASX: ICGOC) exercisable at $0.20 per option at any time up to 31 October 2023, there is 68,266,589 options outstanding over unissued ordinary shares on issue at 30 June 2022. In relation to listed options (ASX: ICGOB) exercisable at $0.09 per option at any time up to 30 July 2021, there were 48,716,504 options were converted into shares during the year. The remaining 5,485,813 options expired. d) Ordinary shares Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. 34 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 11: Interests of Key Management Personnel 35 a) Key management personnel compensation Refer to the Remuneration Report contained in the Director’s Report for details of the remuneration paid to each member of the Company’s key management personnel for the year ended 30 June 2022. The totals of remuneration paid to key management personnel of the Company during the year are as follows: Short-term employee benefits (i) Post-employment benefits (ii) Consolidated 2021 $ 374,195 43,152 417,347 2022 $ 402,876 43,438 446,314 (i) Includes payments for salaries, director fees, consulting fees and allowances. (ii) Includes superannuation contributions and long service leave entitlements. b) Key management personnel shareholdings The number of ordinary shares in Inca Minerals Limited held by key management personnel of the Company during the financial year is as follows. 2022 Name Ross Brown Gareth Lloyd Jonathan West Adam Taylor Totals 2021 Name Ross Brown Gareth Lloyd Jonathan West Totals Note 12: Related Party Transactions Opening balance 1 July 2021 3,419,122 1,102,832 3,699,290 - 8,221,244 Additions / Director Appointment 275,191 275,689 213,550 25,238,482 26,002,912 Opening balance 1 July 2020 1,965,177 279,625 2,262,500 4,507,302 Additions 1,453,945 823,207 1,436,790 3,713,942 Disposals / Director Resignation - - - - - Disposals / Director Resignation - - - - Closing balance 30 June 2022 3,694,313 1,378,521 3,912,840 25,238,482 34,224,156 Closing balance 30 June 2021 3,419,122 1,102,832 3,699,290 8,221,244 During the year ended 30 June 2022, shares received by directors in lieu of cash consideration have been issued as follows: Director Shares Issued (or to be issued at 30 June 2022) Total $ Value of Shares Issued Ross Brown Gareth Lloyd Jonathan West 370,879 213,550 213,550 *performance-based remuneration (excluding superannuation) $37,720 $25,000 $25,000 Accrued Salary & Fees at 30 June 2021 to be Received in Shares $17,720* $6,250 $6,250 The Company has joint ventures with Jonathan West (5%) and MRG (5%) covering the Frewena tenements, these were agreed upon in 2019. There were no other transactions and balances with directors and other key management personnel. 35 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 36 Note 13: Loss Per Share a) Basic Earnings Per Share Consolidated 2021 $ 2022 $ Profit / (loss) used in calculating basic and diluted earnings per share 11,858,499 1,455,397 Weighted average number of ordinary shares on issue during the year used as the denominator in calculating basic loss per share 476,113,245 327,187,811 Basic profit / (loss) per share (cents) (2.49) 0.44 b) Diluted profit / (loss) per share (cents) Weighted average number of ordinary shares and share options on issue during the year used as the denominator in calculating diluted loss per share 476,113,245 338,970,923 Diluted profit / (loss) per share (cents) (2.49) 0.43 Note 14: Cash Flow Information a) Reconciliation of the net profit / (loss) after income tax to the net cash flows from operating activities Consolidated Net profit / (loss) for the year Depreciation Impairment of Peruvian value added tax Shares issued for non cash Foreign exchange (gains) / losses Exploration and evaluation expenditure written off Peruvian capitalised exploration expenditure Income received as a result of South 32 loan written off Interest on lease liability Changes in assets and liabilities (Increase) / decrease in trade and other receivables Increase / (decrease) in trade and other payables Increase / (Decrease) in provisions Net cash outflow from operating activities (b) Reconciliation of cash and cash equivalents 2022 $ (11,858,499) 76,272 666,223 132,780 (19,747) 10,004,030 - - 1,117 (227,599) 292,295 23,684 (909,444) 2021 $ 1,455,397 18,175 193,524 - 207,035 - 102,189 (2,830,548) 1,839 8,163 491,529 1,916 (350,781) Cash balance comprises: cash assets 4,920,053 9,264,004 (c) Non-cash financing activities During the year ended 30 June 2022, the Company did not have any non-cash financing. During the year ended 30 June 2021, the Company issued 4,067,985 fully paid ordinary shares (post 20 to 1 share consolidation basis) for a total value of $171,447 as payment for services provided to the Company. 36 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 15: Expenditure Commitments 37 The Group has certain commitments to meet minimum expenditure requirements on the mineral exploration assets in which it has an interest. These commitments are optional and only required if the Company wishes to maintain its rights of earn-in or rights of tenure. Outstanding exploration commitments for not later than one year and for between one and five years are as follows: Not later than one year Between one and five years Consolidated 2022 $ 1,277,377 7,880,510 9,157,887 Consolidated 2021 $ 1,749,966 7,342,225 9,092,191 In 2021, the above-included commitments related to the Group’s Riqueza project in Peru. As at 30 June 2022, these commitments are not included because the Group terminated the agreement pertaining to this project on 16 May 2022. At the date of the termination, the Group had met all its obligations in respect of the agreement. The Group had the exclusive right to terminate at any time during the transfer option and assignment period and any unpaid amounts are not payable to the vendor. Thus, the payments listed post 28 February 2022 detailed below are noted as no longer payable. The Group can confirm that there is no environmental damage caused or to be repaired by it or its contractors during the time it carried out their mining activities. It also complied with all their obligations contracted with the Community of Acobambilla during and after the validity of the agreement signed with said community. Riqueza Project: A 5-year mining concession transfer option and assignment agreement granting the Group the exclusive option to acquire 100% interest in a mining concession called Nueva Santa Rita and referred to as the Riqueza Project. On 31 October 2018, 17 May 2019 and 7 July 2020, the Group executed addendums to the option and assignment agreement extending the payment timing. The total consideration payable has been increased by US$15,000. The addendum extended the assignment period to 6 years from the commencement date. 37 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 38 Note 15: Expenditure Commitments (continued) Other key terms are: Total Mining Concession Transfer Option & Assignment (MCTOA) Consideration Payment Timing of MCTOA Consideration Mining assignment period NSR Royalty US$1,850,000: - US$10,000 (Mining Assignment); and, - US$1,840,000 (Mining Option). Mining Assignment Payment (MAP): MAP Payment on Execution Date (ED): US$10,000* Mining Transfer Option Payments (MTOP): MTOP Payment on ED: US$30,000* MTOP Payment 6 months from ED: US$20,000* MTOP Payment 12 months from ED: US$50,000* MTOP Payment 18 months from ED: US$60,000* MTOP Payment 24 months from ED: US$50,000* MTOP Payment on or before November 15, 2018: US$31,500* MTOP Payment on or before December 15, 2018: US$31,500* MTOP Payment on or before 20 May 2019: US$10,000* MTOP Payment on or before 20 June 2019: US$20,000* MTOP Payment on or before 20 July 2019: US$70,000* MTOP Payment 42 months from ED: US$100,000* MTOP Payment on or before 30 May 2020: US$15,000* MTOP Payment on or before 30 September 2020: US$30,000* MTOP Payment on or before 30 December 2020: US$30,000* MTOP Payment on or before 30 January 2020: US$30,000* MTOP Payment 60 months from ED: US$170,000* US$40,000 on or before 30 September 2021 – Paid US$100,000 on or before 30 November 2021 - Paid US$100,000 on or before 28 February 2022 - Paid US$100,000 on or before 31 May 2022 - No longer payable US$100,000 on or before 31 August 2022 - No longer payable US$100,000 on or before 30 November 2022 - No longer payable US$200,000 on or before 28 February 2023 - No longer payable US$352,000 on or before 19 May 2023 – No longer payable 6 years from the Execution Date (19 May 2016). 2% NSR. The Group has a 20-year option to buy back 50% of the NSR for US$1,000,000 leaving a 1% NSR to the vendor. * As at the date of termination, the Group has met all applicable commitments under the agreement. 38 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 15: Expenditure Commitments (continued) 39 In addition to exploration expenditure commitments the Group has certain operating commitments pertaining to non-cancellable operating leases and agreements contracted for but not recognised in the financial statements: Not later than one year Between one and five years Note 16: Auditor’s Remuneration Statutory audit by auditor of the parent company Audit and review of financial statements of parent entity Audit and review of financial statements of subsidiary entity Statutory audit by auditor of Inca Minerales S.A.C. and Brillandino Minerales S.A.C. Other services by auditor of Inca Minerales S.A.C. and Brillandino Minerales S.A.C. Consolidated 2022 $ 43,950 - 43,950 Consolidated 2021 $ 36,412 169,118 205,530 Consolidated 2022 $ Consolidated 2021 $ 40,000 - 40,000 19,307 - 19,307 59,307 33,000 - 33,000 11,092 - 11,092 44,092 39 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 17: Segment Information 40 The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Company operates in the segments of mineral exploration within Peru and Australia. The Company is domiciled in Australia. All revenue from external parties is generated from Australia only. Segment revenues are allocated based on the country in which the party is located. Operating revenues of approximately Nil (2021: Nil) are derived from a single external party. All the assets are located in Peru and Australia. Segment assets are allocated to countries based on where the assets are located. Reportable segments: Segment revenue 2022 2021 Segment result 2022 2021 Segment assets 2022 2021 Segment liabilities 2022 2021 Australia $ 194,036 138,140 Peru $ - 2,830,548 Consolidated $ 194,036 2,968,688 (814,256) (690,717) (11,044,243) 2,146,114 (11,858,499) 1,455,397 11,523,656 10,425,647 3,544,460 9,867,072 15,068,117 20,292,719 (1,005,056) (498,871) (77,585) (282,630) (1,082,641) (781,501) Depreciation and amortisation expense 2022 2021 (28,972) (15,604) (1,706) (2,571) (30,678) (18,175) Note 18: Financial Risk Management Objectives and Policies (a) Interest rate risk The Company’s exposure to interest rate risk which is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rate for each class of financial assets and financial liabilities as set out below: Weighted average interest rate (%) Non- interest bearing Floating interest rate $ $ Fixed interest maturing Fixed interest maturing 1 year or less $ 1 to 5 years $ Total $ 30 June 2022 Cash and cash equivalents 30 June 2021 Cash and cash equivalents 0.01 4,815,632 84,411 20,000 0.01 6,973,905 2,270,099 20,000 - - 4,920,053 9,264,004 40 41 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Financial Risk Management Objectives and Policies (continued) (b) Interest rate sensitivity analysis At 30 June 2022, if interest rates had changed by 25 basis points during the entire year with all other variables held constant, profit for the year and equity would have been $12,300 higher/lower (2021: $12,496, mainly as a result of higher/lower interest income from cash and cash equivalents. A 25-basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the possible change in interest rates. (c) Credit risk The maximum exposure to credit risk at reporting date on financial assets of the Company is the carrying amount, net of any provisions for doubtful debts, as disclosed in the statement of financial position and notes to the financial statements. (d) Commodity price risk The Company is not exposed to commodity price risk as the operations of the Company are not yet at the production stage. (e) Liquidity risk The Company manages liquidity risk by monitoring forecast cash flows. The table below analyses the entity’s financial liabilities into relevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date. As the amounts disclosed in the table are the contractual undiscounted cash flows, these balances will not necessarily agree with the amounts disclosed in the statement of financial position. 41 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 18: Financial Risk Management Objectives and Policies (continued) 42 30 June 2022 Financial liabilities due for payment Trade and other payables Lease liabilities Financial assets – cash flows realisable Cash assets Trade and other receivables Net (outflow)/inflow on financial instruments 30 June 2021 Financial liabilities due for payment Trade and other payables Lease liabilities Financial assets – cash flows realisable Cash assets Trade and other receivables Net (outflow)/inflow on financial instruments Less than 6 months $ 6 months to 1 year $ 1 to 5 years $ Total $ (928,740) (14,237) (942,977) - - - 4,900,053 235,533 5,135,586 20,000 - 20,000 4,192,609 20,000 - - - - - - (928,740) (14,237) (942,977) 4,920,053 235,533 5,155,586 4,212,609 (636,445) (7,419) (643,864) - (7,419) (7,419) - (14,237) (14,237) (636,445) (29,075) (665,520) 2,000,000 23,268 2,023,268 2,000,000 - 2,000,000 5,264,004 - 5,264,004 9,264,004 23,268 9,287,272 1,379,404 1,992,581 5,249,767 8,621,752 There were no Level 2 or Level 3 financial instruments. (f) Foreign exchange risk The Company is exposed to foreign exchange risk as certain transactions are denominated in United States Dollars and Peruvian Nuevos Soles as a result of operating in Peru. The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, is mainly in relation to its cash and cash equivalents and exploration and evaluation expenditure, and was as follows. 30 June 2022 Cash and cash equivalents Exploration and evaluation expenditure 30 June 2021 Cash and cash equivalents Exploration and evaluation expenditure USD $ 1,776 - 1,934,654 - PEN $ 64,076 2,210,053 57,019 8,510,307 42 43 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 Note 18: Financial Risk Management Objectives and Policies (continued) (g) Net fair value of financial assets and liabilities The carrying amounts of financial instruments included in the statement of financial position approximate their fair values due to their short terms of maturity. Note 19: Events Subsequent to Reporting Date On 5th July 2022, the Company issued to directors and consultants a total of 334,812 fully paid shares for non-cash. 291,419 shares were issued at a deemed price of $0.1037 per share, being for remuneration sacrifice to directors. 43,394 shares were issued at a deemed price of $0.1037 per share, being for consultant fees. No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the Company’s operations or the state of affairs of the Company in future financial years. Note 20: Contingent Liabilities There are no contingent liabilities at reporting date. Note 21: Controlled Entities Subsidiaries of Inca Minerals Limited: Urcaguary Pty Ltd Inca Minerales S.A.C. Brillandino S.A.C. Hydra Minerals Ltd Dingo Minerals Pty Ltd Note 22: Share-based Payments Country of Incorporation Australia Peru Peru Australia Australia Percentage Controlled (%) 2022 2021 100 100 100 100 100 100 100 100 100 100 In accordance with the Company’s Directors’ Remuneration-Sacrifice Share Plan (Plan), from time to time and subject to shareholder approval, the Board may seek to reduce their cash remuneration through the issue of fully paid ordinary shares (Shares) in the Company, in lieu of cash remuneration, to Directors. During the year ended 30 June 2022, shares received by directors under the terms of the Plan in lieu of cash consideration have been issued as follows. The deemed issue price of the Shares was the volume weighted average share price of shares sold on the ASX during the 90 days prior to the expiration of the relevant quarter for which the director elected to sacrifice the remuneration. Director Ross Brown Gareth Lloyd Jonathan West Shares Issued (or to be issued at 30 June 2022) 370,879 213,550 213,550 Total $ Value of Shares Issued $37,720 $25,000 $25,000 Accrued Salary & Fees at 30 June 2022 to be Received in Shares $17,720* $6,250 $6,250 *Performance-based remuneration (excluding superannuation) 43 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2022 44 Note 23: Parent Information Financial position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Net Assets Equity Issued capital Share Option Reserve Accumulated Losses Total equity Financial performance (Loss) for the year Other comprehensive income Total comprehensive income 2022 $ 2021 $ 5,096,891 19,424,182 24,521,073 9,219,660 9,695,072 18,914,732 (1,005,059) (-) (1,005,059) (484,634) (14,237) (498,871) 23,516,014 18,415,861 59,585,601 319,004 (36,388,591) 23,516,014 53,671,191 319,004 (35,574,334) 18,415,861 (814,257) - (814,257) (690,717) - (690,717) There are no guarantees entered into by the parent entity in relation to the debts of its subsidiaries. There are no contingent liabilities of the parent entity as at the reporting date. There are no contractual commitments by the parent entity for the acquisition of property, plant and equipment as at the reporting date. The Company has certain operating commitments pertaining to non-cancellable operating leases and agreements contracted for but not recognised in the financial statements: Not later than one year Between one and five years Note 24: Company Details The principal place of business of the Company is: Inca Minerals Limited Suite 1, 16 Nicholson Road Subiaco, WA, 6008 Australia 2022 $ 17,551 - 17,551 2021 $ 17,551 35,102 52,653 44 45 DIRECTORS’ DECLARATION The Directors of the Company declare that: 1. the financial statements and notes, as set out on pages 13 to 42, are in accordance with the Corporations Act 2001 and: a. b. comply with Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); give a true and fair view of the financial position as at 30 June 2022 and of the performance for the year ended on that date of the Group; 2. the Directors have been given the declarations required by s295A of the Corporations Act 2001 that: a. b. c. the financial records of the Group for the financial year have been properly maintained in accordance with s286 of the Corporations Act 2001; the financial statements and notes for the financial year comply with Accounting Standards; and the financial statements and notes for the financial year give a true and fair view. 3. in the Directors’ opinion there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. On behalf of the Directors: ` Gareth Lloyd Director Dated at Perth this 14th day of September 2022 45  AUDITOR’S INDEPENDENCE DECLARATION UNDER S 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF INCA MINERALS LIMITED 46 46 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCA MINERALS LIMITED 47 47 48 48 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCA MINERALS LIMITED 49 49 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCA MINERALS LIMITED 50 50 Shareholder Information 51 The shareholder information set out below is applicable as at 14 September 2022 unless otherwise stated. CAPITAL STRUCTURE The Company currently has issued capital of 481,894,739 fully paid ordinary shares. The Company has also issued 46,636,077 options with an exercise price of $0.14 and an expiry date of 31 October 2022 and 68,266,589 options with an exercise price of $0.20 and an expiry date of 31 October 2023. The Company has no other class of security or options on issue. VOTING RIGHTS The Company’s Constitution provides that at a meeting of shareholders, and on a show of hands, each shareholder present in person and each other person present as a proxy, attorney or representative of a shareholder has one vote. On a poll, each shareholder present in person has one vote for each fully paid ordinary share held by the shareholder and each person as a proxy, attorney or representative of a shareholder has one vote for each fully paid ordinary share held by the shareholder that person represents. DISTRIBUTION OF EQUITY SECURITIES as at 14 September 2022 The number of holders by size of their holding of fully paid ordinary issued shares in the Company is as follows: SPREAD OF HOLDINGS NUMBER OF HOLDERS 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 >999,999,999 TOTAL 82 136 380 1,081 593 2,272 NUMBER OF UNITS 19,933 474,973 2,932,105 43,833,601 434,634,127 481,894,739 % OF TOTAL ISSUED CAPITAL 0.004% 0.099% 0.608% 9.096% 90.193% 100% SUBSTANTIAL SHAREHOLDERS Adam Taylor and his associated companies and superfund are considered a substantial shareholder of the Company and the total number of shares held as at 14 September 2022 was 25,238,482 (5.34%). A substantial shareholder notice was released by the Company on 20 October 2021. ESCROW There are no Company securities subject to voluntary escrow. UNMARKETABLE PARCELS As at 14 September 2022 there were 658 shareholders with an unmarketable share parcel of less than 11,627 shares at the prevailing share price of 4.3 cents. RESTRICTED SECURITIES There are no restricted securities. DIVIDENDS The Company has not paid any dividends in the period. VOTING RIGHTS Each ordinary share is entitled to one vote when a poll is called and has one vote if present at a meeting with a show of hands. 51 Shareholder Information (continued) 52 TWENTY LARGEST SHAREHOLDERS The names and details of the twenty largest quoted shareholdings in the Company as at 14 September 2022 are as follows: Rank 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Name FORTE EQUIPMENT PTY LTD MR CHRISTOPHER ERROL SCHUH BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM MR ALEX JORDAN JOHN HAZELDENE NOMINEE COMPANY PTY LTD CITICORP NOMINEES PTY LIMITED MR STEPHEN PHILIP CHEWTER + MRS MARGARET ELIZABETH CHEWTER MS GIOVANNA LINA GAN MR ALLEN JAMES WILSON MR CRAIG MICHAEL LAKE + MRS JUDITH MAY LAKE BNP PARIBAS NOMINEES PTY LTD EXCEL SHARES PTY LTD T C DRAINAGE (WA) PTY LTD MR ANTONY CHAMBERS MR PETER JOHN FISHER + MRS LORIS JOYCE FISHER MR ANDREW PETER FISHER MR ROBERT SAMUEL AMBROSE HEASLOP + MISS MELANY CORDIER MR STEVEN LOUGHREY DR JONATHAN PAUL WEST + MS JANET MARGARET STONE MR PETER JOHN HANNAN Totals: Top 20 holders of ICG ORDINARY FULLY PAID Total Remaining Holders Balance Units 18,732,372 12,374,309 8,769,316 8,211,935 7,647,728 7,307,089 7,272,491 7,100,000 6,433,553 6,359,000 6,274,314 5,400,000 4,800,000 4,799,528 4,775,000 4,200,000 4,110,097 4,000,000 3,973,109 3,833,333 136,373,174 345,521,565 % of Units 3.89 2.57 1.82 1.7 1.59 1.52 1.51 1.47 1.34 1.32 1.3 1.12 1 1 0.99 0.87 0.85 0.83 0.82 0.8 28.3 71.7 52 Shareholder Information (continued) 53 TWENTY LARGEST OPTION HOLDERS - ICGOA The names and details of the twenty largest quoted option holders in the Company as at 14 September 2022 are as follows: Rank Name Units % of Units 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 MR MARK BEVAN TILBROOK FORTE EQUIPMENT PTY LTD MR TARANDEEP SINGH NANDA + MRS AMANDEEP KAUR BEDI MR DANIEL JOHN BAKER BUSINESS SUPER PTY LTD MRS DESHIKA SCHREIBER TEAM KENVYN PTY LTD DVR INVEST PTY LTD MR CRAIG MICHAEL LAKE + MRS JUDITH MAY LAKE EXCEL SHARES PTY LTD MR JASON TANG MR SHANE ANTHONY MATCHETT + MRS MELITA ANGELA MATCHETT MR SCOTT MACGREGOR JT KOOPS PTY LTD MR STEPHEN CHEWTER MR PAUL JAMES WHETHAM + MRS ELIZABETH WHETHAM DR LEON EUGENE PRETORIUS MR TYRAN JAI PREECE MR CHRISTOPHER PAUL SAXTON MR MICHAEL DAVID NEISH 4,264,833 3,140,000 2,000,000 1,746,149 1,665,199 1,614,000 1,500,000 1,345,148 1,121,631 1,000,000 1,000,000 823,177 660,847 656,750 600,000 600,000 600,000 565,952 500,000 500,000 9.14 6.73 4.29 3.74 3.57 3.46 3.22 2.88 2.41 2.14 2.14 1.77 1.42 1.41 1.29 1.29 1.29 1.21 1.07 1.07 Totals: Top 20 holders of ICGOA 31102022/$0.14 Total Remaining Holders Balance 25,903,686 20,732,391 55.54 44.46 53 Shareholder Information (continued) 54 TWENTY LARGEST OPTION HOLDERS - ICGOC The names and details of the twenty largest quoted option holders in the Company as at 14 September 2022 are as follows: Rank Name Units % of Units 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 FORTE EQUIPMENT PTY LTD PROSPERITY FUND PTY LTD ZAMAN PERAK PTY LTD MR CHRISTOPHER ERROL SCHUH GOFFACAN PTY LTD MR ANDREW PETER FISHER JOHN HAZELDENE NOMINEE COMPANY PTY LTD MR DANIEL JOHN BAKER MINTON TRADING PTY LTD HBTM PTY LTD BUSINESS SUPER PTY LTD MR TIM SHANE WESTON + MRS JOANNE CLARE WESTON HEFF SUPER PTY LTD MR JASON TANG MR STEVEN LOUGHREY MR JOHN EDMUND SAINSBURY T C DRAINAGE (WA) PTY LTD MR PAUL JAMES GILLINGHAM MR PAUL CAREW FLINT ROOKHARP CAPITAL PTY LIMITED Totals: Top 20 holders of ICGOC 31102023/$0.20 Total Remaining Holders Balance 4,444,445 3,175,220 2,550,000 2,424,243 2,415,000 2,000,000 1,818,182 1,635,499 1,500,000 1,350,000 1,295,890 1,000,454 1,000,000 1,000,000 1,000,000 970,000 952,727 888,081 863,176 849,861 33,132,778 35,133,810 6.51 4.65 3.74 3.55 3.54 2.93 2.66 2.4 2.2 1.98 1.9 1.47 1.46 1.46 1.46 1.42 1.4 1.3 1.26 1.24 48.53 51.47 54 Tenement Schedule 55 Location Country State Project Name Project Status Tenement Number Ownership Project Name Tenement Name Rita Maria Uchpanga Uchpanga II Uchpanga III Picuy Ccarhua I Gutiérrez II Ccarhua II Occorcocha I Occorcocha II La Elegida Puyuhuan Huaytapata Huaytapata Sur Vicuna Puquio Vicuna Puquio II Tablamachay Yacuna Intihuanunan Riqueza Riqueza Riqueza Riqueza Riqueza Riqueza South Riqueza South Riqueza South Riqueza South Riqueza South Cerro Rayas Cerro Rayas Cerro Rayas Cerro Rayas Cerro Rayas Cerro Rayas Cerro Rayas Cerro Rayas Cerro Rayas QLD QLD MaCauley Creek MaCauley Creek South MaCauley Creek MaCauley Creek North Frewena Fable Frewena Fable Frewena Fable Frewena Fable North Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia NT NT NT NT NT NT NT NT NT NT NT NT NT NT Frewena East Frewena East SouthEast (EL32580+EL32856) Granted Frewena East Frewena East (Near Frontier) Frewena Far East Frewena Far East (EL32293+EL32808) Frewena Frontier Frewerna Frontier North Frewena Frontier Frewerna Frontier South Central Frewena Frontier Frewerna Frontier South Granted Granted Granted Granted Granted Lorna May Lorna May Application EL32107 Lorna May Lorna May (non-consent area) Application ELA33151 Jean Elson Jean Elson West Jean Elson Jean Elson East Granted Granted EL32485 EL32486 Jean Elson Jean Elson Northwest Application EL33214 Hay River Hay River West Application EL32579 Granted Granted Granted Granted Granted Granted Granted Application Application Application Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted 010171016 010170916 010251716 010251616 010171116 010123020 010123120 010215320 010215520 010215620 010109205 010336917 010337017 010221018 010221018 010221018 010221018 010221318 010221418 EPM27124 EPM27163 EL31974 EL32287 EL33258 EL32857 EL33282 EL32688 EL32689 EL32690 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Brillandino Minerals S.A.C. Brillandino Minerals S.A.C. Brillandino Minerals S.A.C. Brillandino Minerals S.A.C. Brillandino Minerals S.A.C. Brillandino Minerals S.A.C. Brillandino Minerals S.A.C. Brillandino Minerals S.A.C. Brillandino Minerals S.A.C. Brillandino Minerals S.A.C. Inca Minerales S.A.C. Inca Minerales S.A.C. Inca Minerales S.A.C. Inca Minerales S.A.C. Inca Minerales S.A.C. Inca Minerales S.A.C. Inca Minerales S.A.C. Inca Minerales S.A.C. Inca Minerales S.A.C. Earning 90%1 Inca Minerals Limited Earning 90%1 Inca Minerals Limited Earning 90%2 Earning 90%2 Earning 90%2 Earning 90%2 Earning 90%2 Earning 90%2 Earning 90%2 Earning 90%2 Earning 95%3 Earning 95%3 Earning 90%4 Earning 90%4 Earning 90%4 Earning 90%5 Earning 90%5 Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Australia QLD Hay River Hay River East Application EPM27747 Australia Australia Australia Australia Australia Australia Australia East Timor East Timor East Timor WA WA WA WA WA WA WA Dingo Range Nickel Dingo Range Nickel Dingo Range Nickel Dingo Range Nickel Dingo Range Nickel Dingo Range Nickel Dingo Range Dingo Range Nickel Dingo Range Dingo Range South Dingo Range Dingo Range North Dingo Range Dingo Range North Manatuto Manatuto Ossu Paatal Ossu Paatal Granted Granted Granted Application Application Application Application Application Application Application E53/1377 E53/1380 E53/1407 E53/2125 E37/1478 E53/2221 E37/1348 N/A N/A N/A Ni-rights Bullseye Mining Limited Ni-rights Bullseye Mining Limited Ni-rights Bullseye Mining Limited Ni-rights6 Bullseye Mining Limited 100%7 100%8 Inca Minerals Limited Inca Minerals Limited Ni-rights9 Bullseye Mining Limited 100% 100% 100% Inca Minerals Limited Inca Minerals Limited Inca Minerals Limited Note 1: JV Agreement and Royalty Deed between Inca (90%), MRG Resources (10%) free carried to feasibility and with residual 1.5% NSR. Note 2: JV Agreement and Royalty Deed between Inca (90%), MRG Resources (5%) and Dr J. West (5%) free carried to feasibility and with residual 1.5% NSR. Note 3: JV Agreement and Royalty Deed between Inca (95%) and MRG Resources (5%) free carried to feasibility and with residual 1.5% NSR. Note 4: JV Agreement and Royalty Deed between Inca (90%) and MRG Resources (10%) free carried to feasibility and with residual 1.5% NSR. Note 5: JV Agreement and Royalty Deed between Inca (90%) and MRG Resources (10%) free carried to feasibility and with residual 1.5% NSR. Note 6: Inca claims an interest over the tenement by virtue of Bullseye’s failure to make an Offer to Inca under clause 3.2(c) in relation to the surrender of E53/1352. Note 7: Tenement covers the ground the subject of surrendered E37/1124. Note 8: Tenement covers the remaining “open” ground that was the subject of surrendered E53/1352. Note 9: Tenement covers part of the ground the subject of surrendered E37/1124. Inca claims an interest in the application by virtue of Bullseye’s failure to make an Offer to Inca under clause 3.2(c) in relation to the surrender of E37/1124. END OF REPORT 55 

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