Directors’ Report
KAISER REEF LIMITED 2022
Consolidated Financial Report
For the year ended 30 June 2022
1
Directors’ Report
Contents
Managing Directors address to shareholder
Directors’ report
Remuneration report
Auditor’s independence declaration
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 consolidated financial statements
Directors’ declaration
Independent auditor’s report
Corporate directory
Additional information for public listed companies
KAISER REEF LIMITED 2022
Page
3
5
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15
17
18
19
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21
45
46
50
51
2
Directors’ Report
Dear Shareholder,
MANAGING DIRECTORS ADDRESS TO SHAREHOLDERS
KAISER REEF LIMITED 2022
I am pleased to report on the Kaiser Reef Limited (Kaiser) first full financial year of exploration, improving operations and gold production. The
first half of this reporting period (July – December 2021) was very much focused on bedding down the operations at the A1 Mine and restoring
the mine and processing plant back to reliable and efficient operations.
The second half of this reporting period (Jan -Jun 2022) was transformational highlighted the potential of the A1 Mine and validated further
investment directed into the future of our operations (Figure 1).
A1 Production
u
A
s
e
c
n
u
O
3000
2500
2000
1500
1000
500
0
Mar 21
Jun 21
Sep 21
Dec 21
Mar 22
Jun 22
Quarter
Figure 1: Quarterly Production Results, Gold Produced
The 2022 production year delivered a gross profit of $5,868,835 which compares to a gross loss of $1,580,184 over the previous year, largely
driven by improvements in the latter half of the reporting period. Accounting depreciation of the carrying values of the Processing Plant and
the A1 Mine resulted in accounting depreciation and amortisation write downs totalling $6,780,474 (which should not be confused with cash
or operational losses). Running a diamond drilling rig over the whole year and extensive development has however added value to the A1 Mine
and the substantial investment in the Processing Plant has seen vast improvements at almost every level -so the depreciation and amortisation
treatment is not indicative of any reduced value in the Boards opinion but is necessary in accordance with accounting standards.
Looking to the future and leveraging off the production experience, we have cemented a business plan that will target significantly higher
production, improving margins and deeper and higher-grade lodes of mineralisation into 2023 and beyond. We are also comforted with the
ongoing diamond drilling results that are providing evidence of continuous deep mineralisation as well as some outstanding drill intercepts
such as 4.6m @ 135 g/t gold that are supporting our production with some months of mining delivering ore with grades running higher than
14 g/t gold.
As well as the exciting A1 Mine planning and the improvements and investment made at the Maldon Processing Plant, we are also increasingly
moving towards the groundwork required to bring on a second operation at the Maldon goldfield, the Union Hill Project, that historically
produced 2.1M ounces at 28 g/t of gold. Kaiser also wholly owns this project and work is ongoing to progress this with anticipation. Bringing
on a second mine is expected to provide unit cost reductions across the businesses and increase Kaisers production substantially.
On a side note, and more relevant to more recent macro market events, I am also pleased to note that the gold price is holding very well from
the perspective of Australian gold producers. Despite the falling US$ Gold price, the AUD$ gold price has held up very well- keeping lock-step
with falling US:AUD exchange rate. The best illustration can be seen in Figure 2 which shows, on a September 2021 to September 2022 basis,
that the gold price is actually higher now than it was a year ago.
Kaiser is proud to be unhedged and debt free and directly exposed to the gold price, as we believe gold producers should be.
3
Directors’ Report
KAISER REEF LIMITED 2022
Figure 2: AUD Gold price in blue – higher than at the beginning of the year
Collectively, Kaiser holds an enviable pipeline of development opportunities supported by a dedicated and talented team and a profitable
operation and a healthy treasury.
I am deeply proud to be involved in our business and we are grateful for the support shown by our shareholders over these challenging market
conditions and believe that Kaiser is exceptionally well positioned to survive and thrive!
Yours sincerely,
Jonathan Downes
Managing Director and the Board of Directors
4
KAISER REEF LIMITED 2022
Significant changes in the state of affairs
On 6 September 2021, the Group announced a share placement of
10,000,000 shares and non-renounceable 1 for 8 rights issue to
raise approximately $5.1 million (before costs). The new Shares
were issued under the Placement and Rights Issue at a price of
$0.20 per Share, representing a 15.1% and 15.8% discount to the
volume weighted average share price over the prior 5 and 10
trading days respectively, prior to the Company’s trading halt (as
per the ASX announcement dated 2 September 2021).
The Group also entered into an Underwriting Agreement with
Westar Capital Limited to act as the underwriter to the Rights Issue
and will be paid 6% of the underwritten amount, as well as
8,000,000 options with an exercise price of $0.30 expiring on 30
September 2024. 6,000,000 were issued upon completion of the
placement and rights issue and a further 2,000,000 were issued
following shareholder approval.
Corporate information
Kaiser Reef Limited is limited by shares and is incorporated and
domiciled in Australia. The Group’s corporate structure is as
follows:
Directors’ Report
Directors’ Report
Directors
The Directors present their report on “Kaiser” or “the Group”,
consisting of Kaiser Reef Limited and the entities it controlled at
the end of, or during, the financial year ended 30 June 2022.
The following persons were Directors of Kaiser Reef Limited at any
time during the year and up to the date of this report:
• Adrian Byass
Non-Executive Chairman
•
Jonathan Downes
Executive Director
• Stewart Howe
Executive Director
• David Palumbo (resigned 5 July 2021)
Non-Executive Director
The qualifications, experience and special responsibilities of the
Directors are presented on page 6.
Principal activities
During the year, the principal activities of the Group were
mining, production and the sale of gold as well as mineral
exploration and development.
Dividend paid or recommended
No dividend has been paid and the directors do not recommend
the payment of a dividend for the year ended 30 June 2022 (30
June 2021: nil).
(1) On 12 August 2022 after the reporting date, Centennial Mining Limited
changed company type from a limited to proprietary limited and
company name to Kaiser Reef Mining Pty Ltd.
5
Directors’ Report
Overview of the Group’s activities
The Group continued its growth trajectory with a number of
milestone achievements during the 2022 financial year. The key
results for the year were:
• Quarter on Quarter production growth
• Conducted substantial resource drilling and mine planning at
the A1 Mine
• High grade first exploration results from the Maldon Historic
Goldfield
KAISER REEF LIMITED 2022
The consolidated results for the period are summarised as follows,
with negative balances representing loss:
EBITDA(3)(6)
EBIT(2)(6)
2022
2021
4,541,592
(10,472,589)
(2,238,882)
(11,791,511)
Loss before tax(4)
(2,262,838)
(11,806,825)
• Decline at the A1 Mine to develop the Queens Lode achieved,
Statutory loss (1) after tax
(2,262,838)
(11,806,825)
opening multiple new development headings
• Successfully transitioned as owner- operator with the
purchase of the mining fleet and other equipment.
• Completed the expanded tailings facility to support processing
•
into the future
Improved ventilation and electrical systems at the A1 Mine
(work ongoing)
The Directors’ Report covers the year ended 30 June 2022. During
the 2022 financial period the Group recorded a statutory loss of
$2,262,838 (2021: $11,806,825) and an underlying net loss of
$2,262,838 (2021: $3,956,058), net cash inflows from operating
activities of $5,645,520 (2021: net cash outflows from operating
activities of $2,476,152) and a closing cash balance of $6,581,919
(2021: closing cash balance of $4,787,279).
The focus after acquisition was the future mine development and
further exploration at Maldon to ensure an expanded and
profitable future mine plan.
Total net significant items
after tax
EBITDA (6) (excluding
significant items)
EBIT (6) (excluding significant
items)
Loss before tax (excluding
significant items)
Underlying net loss after
tax(5)(6)
-
(7,850,767)
4,541,592
(2,621,822)
(2,238,822)
(3,940,744)
(2,262,838)
(3,956,058)
(2,262,838)
(3,956,058)
Details of significant items included in the statutory loss for the
period are reported in the table below. Descriptions of each item
are provided in Note 3 to the Financial Report.
Centennial Mining
acquisition costs
Listing expense
Significant items before tax
Income tax
Significant items after tax
2022
2021
-
-
-
-
-
(2,213,458)
(5,637,309)
(7,850,767)
-
(7,850,767)
(1) Statutory loss is net loss after tax attributable to owners of the parent.
(2) EBIT is loss before interest revenue, finance costs and income tax
expense.
(3) EBITDA is EBIT before depreciation and amortisation.
(4) Loss before tax is loss before income tax expense.
(5) Underlying net loss after income tax is net loss after income tax
(“statutory loss”) excluding significant items as described in Note 3 to
the consolidated financial statements.
(6) EBIT, EBITDA and underlying net loss after tax are non-IFRS financial
measures, which have not been subject to review or audit by the
Group’s external auditors. These measures are presented to enable
understanding of the underlying performance of the Group by users.
6
Directors’ Report
Review of operations
A1 Mine Operations
Safety is a key focus for the Group and since the acquisition of
Centennial Mining Limited this has continued. Appointment of
new management initiated a series of reviews and improvements
to safety processes following the period of administration.
The A1 Mine continued its ramp up plan prepared by the Group
that is designed to access increased production sources from airleg
and mechanical mining methods.
During the year decline extension and lateral development has
reached the Queens Lode, opening new ore headings allowing for
greater volumes of high grade airleg mining and initial Queens
Lode ore to be processed.
In 2022, the A1 Mine produced 8,727 ounces (2021 under 5
months of Group’s ownership: 2,178 ounces) and sold 8,867
ounces (2021 Group’s ownership of 5 months: 2,192 ounces) of
gold at an average realised price of $2,570 Australian dollars
(2021: $2,320).
The Group has achieved a quarter on quarter production up lift
and is pleased to commence the new financial year on a strong
footing. Continued ramp up to access the potential for the A1 Mine
to mine and process high grade gold ore although the mining
operations have been subject to the impact from ongoing and
irregular COVID-19 related supply chain and very tight labour
market.
In the final quarter of the year underground drilling recommenced
at the A1 mine with promising results.
The first drill hole from the A1 Mine drilling program targeted the
south of the Queens Lode returned unexpectedly numerous zones
of deeper mineralisation. This particular interval represents an
interpreted extension of the Sovereign Lode. The drill holes are
targeting near term and deeper
including
extensions to the recently discovered “Sovereign” Lode which was
brought into production during the quarter (Figure 1). The
Sovereign Lode is currently providing high-grade gold ore from
several mining fronts and its discovery is the result of Kaiser’s
aggressive drilling and development into the deeper regions of the
mine.
lode positions,
As detailed in the June 2022 quarter release, the discovery of the
high-grade “Neesham Reef” was announced. The discovery hole
returned an exceptional drill intercept of 2.4m @ 215 g/t gold.
Maldon Processing Plant
There were no reportable safety or environmental incidents
recorded at the Maldon processing facilities in 2022. The plant
processed 28,481 tonnes of ore at an average recovery of 94.6% in
2022 (2021 Group’s ownership of 5 months: 9,841 tonnes of ore at
an average recovery of 94.3%)
Mill tailings continues to be discharged into Tailings Storage
Facility (TSF) No 5. Construction of the next lift of the TSF facility
(TSF Lift 5C) was completed in November 2021.
During the year the Group underwent a number of community
projects to further improve engagement in the region. These
projects include continuous noise monitoring, water quality
monitoring and community site visits to the facilities.
Water from the Union Hill underground mine was used in the
processing plant and excess water was directed to the Nuggetty
Water Management Group for agriculture irrigation.
KAISER REEF LIMITED 2022
In the second half of 2022 the processing plant undertook major
refurbishments and upgrade projects to increase efficiency and
longevity of the plant
The project to refurbish and upgrade the SAG milling circuit in the
Maldon Plant was progressed. A newly designed SAG discharge
hopper was installed along with the replacement of structural
steel within the mill building and a rolling replacement of parts of
the leaching circuit. The upgrade will include the installation of
new “direct drive” agitators. This will improve the energy
efficiency, decrease maintenance cost and reduce the noise
footprint of the plant considerably for the benefit of the local
community.
Phase 2 of the mill upgrade will include the replacement of the
classification circuit with newer technology equipment and will
take place in August 2022. Phase 3 will include the replacement of
the PLC’s and installing a fully digital SCADA control system to
replace the existing analogue items, including remote access in
November 2022.
In addition, the Group will replace all the CIL tanks over the next 2
years.
The upgrade works are expected to deliver a 20% increase in
throughput rates as well as increased gold recovery. Reduction in
lower power consumption and efficient
unit cost through
operation are expected which will have a direct impact of reducing
operating costs and support any future expanded mining activities.
Immediately after year end, on 21 July 2022 the Group announced:
• A Mineral Resource Estimate of 1.2 Mt at 4.4 g/t gold (Inferred)
for 186,656 ounces of gold; and
• An Exploration Target of 1.75 to 2.7Mt at between 3 g/t gold
and 4 g/t gold for between 165,000 ounces of gold to 345,000
ounces of gold.
Impact of COVID-19
The Group continues to proactively manage the COVID-19 risk to
the business.
in
implemented
line with relevant
As restrictions were put in place at the Group’s various operations,
measures were
local
government advice. These measures included cancelling all non-
essential travel, encouraging good hygiene practices and physical
distancing across all workplaces, working from home where
practicable, enforcing self-isolation policies when appropriate. The
company supports the vaccination role out and conducts surveys
to assess workforce progress relative to government vaccination
targets.
The Group’s supply chain was not disrupted with the mining and
processing operation obtaining many of its resources within the
local communities that it operates.
The State border restriction added pressure on our labour force.
Nevertheless, as a result of the Group’s measures, and the efforts
of staff across sites, the operations were able to continue normal
activities.
7
Directors’ Report
Information on Directors
Adrian Byass
B.Sc (Geo) Hons, B.Eco, FSEG and MAIG
Non-Executive Chairman
Appointed as Chairman 2 September 2019
KAISER REEF LIMITED 2022
Jonathan Downes
B.Sc (Geo) and MAIG
Executive Director
Appointed as Director 2 September 2019
Mr Byass has more than 20 years’ experience in the mining
industry with extensive experience as a Board member of ASX,
TSXV and AIM listed companies. This experience has principally
been gained both listed and unlisted entities around the world
through the operation of as well as the evaluation and
development of mining products for a range of base, precious and
specialty metals and bulk commodities.
Mr Downes has more than 25 years’ experience in the mining
industry and has worked in various geological and corporate
capacities. Jonathan has experience with nickel, gold and base
metals and has also been involved with numerous private and
public capital raisings. Jonathan was a founding director of
Hibernia Gold (now Moly Mines Ltd) and Siberia Mining
Corporation Ltd.
Other current listed company directorships:
Other current listed company directorships:
- Galena Mining Limited
-
-
o Non-Executive Chairman
Infinity Lithium Corporation Limited
o Non-Executive Chairman
Sarama Resources Limited
o Non-Executive Director
Former listed company directorships in last three years:
-
Fertoz Limited (resigned 22 June 2020)
o Non-Executive Director
- Kingwest Resources Limited (resigned 23 May 2022)
o Non-Executive Director
Interest in Securities
• 3,205,000 fully paid ordinary shares
• 2,000,000 unlisted options exercisable at $0.30 on 31 Jan 2023
• 2,000,000 unlisted options exercisable at $0.40 on 31 Jan 2024
Stewart Howe
BE (Chem), ME (Mining), MAppFin, FAICD and FAusIMM
Executive Director
Appointed as Director 10 February 2021
Mr Howe has +40 years’ experience in the global resources
industry including the last 18 years in mining. Stewart spent 6 years
as Chief Development Officer of Zinifex Limited, where he directed
the spin-off of Zinifex’s smelters to create Nyrstar N.V. and
restarted development of Dugald River Mine now owned by MMG.
During the past 14 years Mr Howe has provided advisory roles to
boards, private equity and financiers related to restructuring and
acquisition of mining assets in base metals and bulk commodities.
Mr Howe is an experienced director, chairing the board of Whittle
Consulting Group and serving on the boards of a government
owned water authority and not-for-profit organisations.
Other current listed company directorships:
-
Galena Mining Limited
o Non-Executive Director
Interest in Securities
• 112,500 fully paid ordinary shares
• 200,000 unlisted options exercisable at $0.52 on 8 Feb 20241
• 200,000 unlisted options exercisable at $0.60 on 8 Feb 20241
-
-
-
-
Kingwest Resources Limited
o Non-Executive Director
Corazon Mining Limited
o Non-Executive Director
Nickel X Limited
o Non-Executive Director
Cazaly Resources Limited
o Non-Executive Director
Former listed company directorships in last three years:
-
-
Ironbark Zinc Limited (resigned 2 December 2019)
o Managing Director
Galena Mining Limited (resigned 29 October 2021)
o Non-Executive Director
Interest in Securities
• 3,735,625 fully paid ordinary shares
• 2,000,000 unlisted options exercisable at $0.30 on 31 Jan 2023
• 2,000,000 unlisted options exercisable at $0.40 on 31 Jan 2024
David Palumbo
B.Com, CA and GAICD
Non-Executive Director & Company Secretary
Appointed as Director 15 September 2019
Resigned as a Director 5 July 2021
Mr Palumbo is a Chartered Accountant and graduate of the
Australian Institute of Company Directors with over 14 years’
experience across company secretarial, corporate advisory and
financial management and reporting of ASX listed companies.
David is an employee of Mining Corporate Pty Ltd, where he has
been actively involved in numerous corporate transactions.
Other current listed company directorships:
-
-
Krakatoa Resources Limited
o Non-Executive Director
Albion Resources Limited
o Non-Executive Director
• Interest in Securities2
• 100,000 fully paid ordinary shares
• 100,000 unlisted options exercisable at $0.30 on 31 Jan 2023
• 100,000 unlisted options exercisable at $0.40 on 31 Jan 2024
1 Options were granted to Mr Howe on 8 February 2021 and approved at
2 Interest in Securities for Mr Palumbo at resignation date 5 July 2021
the AGM 17 November 2021
8
Directors’ Report
Remuneration Report (Audited)
Related party transactions
KAISER REEF LIMITED 2022
The remuneration report, which forms part of the Directors Report,
outlines the remuneration arrangements
in place for key
management personnel (KMP) who are defined as the persons
having the authority and responsibility for planning and directing
the major activities of the Group, directly including any direct
(whether executive or otherwise).
Remuneration philosophy
The performance of the Group depends on the quality of the
Company Directors and executives and employees and therefore
the Group must attract, motivate and retain appropriately
qualified industry personnel. During the financial year ended 30
June 2022, Kaiser Reef Limited did not seek the advice of
remuneration consultants.
Remuneration policy
Remuneration levels of the executives are competitively set to
attract the most qualified and experienced candidates, taking
into account prevailing market conditions and the individuals
experience and qualifications. During the year, the Group did not
have separately established remuneration committees, The
Board is responsible for determining and reviewing remuneration
arrangements for the executives and non-executive Directors.
Director
Appointed
Length of
service
A Byass
2 Sep 2019
2 years
Non-Executive
Chairman
J Downes
2 Sep 2019
2 years
Executive Director
S Howe
10 Feb 2021
1 year
Executive Director
A Byass3
J Downes
S Howe
D Palumbo
Annual aggregate fees
2021
2022
89,000
89,000
219,000
280,0004
101,333
133,3335
55,000
-6
464,333
502,333
$
$
$
$
$
no. of non-executive directors
2
1
Shareholder approved annual
aggregate Non-Executive Director
fees
$
300,000
300,000
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to the
performance of the consolidated entity. Performance rights
granted to certain KMP are deemed to be performance based
remuneration. Refer to the ‘Performance Rights’ section below
for details of the terms and conditions of the performance rights
granted to certain KMP during the year.
Transaction between related parties were on commercial terms
and conditions, no more favourable than those available to
otherwise stated.
Mining Corporate Pty Ltd – related party to David Palumbo,
resigned 5 July 2021, there was not related party transaction
during the 5 days.
Kingwest Resources Ltd – related party to A Byass and J Downes
Shared office facility arrangement during the year.
Total for the current year: $46,268 was charged by Kingwest
Resources Ltd with an outstanding amount of $3,355 payable at 30
June 2022.
Loans to Directors and their related parties
No loans have been made to any Directors or any of their related
parties during the current year. There were no further
transactions with Directors including their related parties other
than those disclosed above.
Contractual arrangements with executive KMPS
Component
J Downes
Executive Director
Fixed remuneration
Contract duration
Notice by the individual
/ Company
280,000
Ongoing contract
6 months / 1 Month
Component
Fixed remuneration
Contract duration
Notice by the individual
/ Company
Termination of
employment (without
cause)
Termination of
employment (without
cause) or by individual
Component
Fixed remuneration
Contract duration
Notice by the individual
/ Company
Termination of
employment (without
cause)
Termination of
employment (with
cause) or by individual
S Howe
Executive Director
133,333
Ongoing contract
6 months / 1 Month
Unvested LTI will remain subject to the
achievement of the performance
targets set at the original date.
The Board has discretion to award a
greater or lower amount
All unvested LTI will lapse
A Tran
Executive KMP
250,000
Ongoing contract
12 weeks plus 3 weeks for every year
after the second year
Unvested LTI will remain subject to the
achievement of the performance
targets set at the original date.
The Board has discretion to award a
greater or lower amount
All unvested LTI will lapse
3 The Chairman’s fee is inclusive of all Board Committee commitments.
4 Increase in 1 December 2021
5 Increase in 1 May 2021
6 Mr Palumbo at resignation date 5 July 2021
9
Directors’ Report
Remuneration Report (Audited) continued
Details of Remuneration
Details of the nature of and amount of each element of the emoluments of each of the Directors and Key Management Personnel (KMP) of the Group for the year ended 30 June 2022
KAISER REEF LIMITED 2022
Short-term benefits
Cash
salary & fees
$
STI
payment
$
Non-monetary
benefits7
$
Post-
employment benefits
Super-
annuation
$
Long-term benefits
Leave8
$
Share-based
payments - Rights9
$
Share-based
payments - Options
$
Total
$
Proportion of total
performance
related10
2022
Name
Directors
Adrian Byass
Jonathan Downes
Stewart Howe
David Palumbo13
Total Directors
Executives
Andy Tran
Total Executives
Total 2022 KMP Remuneration
2021
Directors
Adrian Byass
Jonathan Downes
Stewart Howe14
David Palumbo
Total Directors
Executives
Andy Tran16
Total Executives
Total 2021 KMP Remuneration
439,521
89,000
254,583
133,333
-
476,916
250,000
250,000
726,916
81,578
184,500
39,889
54,750
360,717
78,804
78,804
-
-
-
-
-
8,977
8,977
8,977
-
-
-
-
-
-
-
4,103
4,103
-
-
8,206
-
-
8,206
3,997
3,997
-
-
7,994
-
-
7,994
8,900
23,568
13,333
-
45,801
23,568
23,568
69,369
-
17,528
3,789
-
21,317
7,486
7,486
-
24,004
9,062
-
33,066
13,465
13,465
46,531
-
15,536
4,555
-
20,091
7,585
7,585
28,803
27,676
-
-
16,95711
-
16,957
45,339
45,339
62,296
-
-
35,054
-
35,054
35,104
35,104
70,158
-
-
(66,267) 12
-
(66,267)
-
-
(66,267)
-
-
93,710
-
93,710
117,137
117,137
210,847
102,003
306,258
106,418
-
514,679
341,349
341,349
856,028
85,575
221,561
176,997
54,750
538,883
246,116
246,116
784,999
n/a
n/a
(46%)15
n/a
16%15
-
-
n/a
n/a
20%15
n/a
14%15
-
7
8
9
Non-monetary benefits for Executives comprise car parking and professional memberships including associated fringe benefits tax.
Leave includes long service leave and annual leave entitlements.
The value of performance rights disclosed as remuneration is the portion of the fair value of the performance rights recognised in the reporting period in accordance with the Corporations Act 2001 and relevant Australian Accounting Standards. This
value may not always reflect what an executive has received in the reporting period.
10 Calculated as ‘STI payment’ plus ‘Share-based payments - Rights’ divided by ‘Total’ remuneration.
11 Includes the issue of 200,000 shares as a bonus at the sole discretion of the Board based on past performance and is subject to shareholder approval at the upcoming AGM on 14 November 2022. The shares have been recognised with reference to the
share price on date of common understanding (subject to shareholder approval) of $0.18. Included within the balance is a reversal of $24,164 in relation to Tranche A & B which lapsed during the year. A further $5,121 is included in the balance relating
to ongoing vesting of Tranche C & D rights, including the revaluation of these tranche upon shareholder approval occurring during the year..
12 Mr Howe’s options was approved by shareholders at the AGM on the 17 November 2021, the provisional fair value of $93,710 was reversed and replace with the fair value of $27,443 on approval date.
13 Mr Palumbo resigned as Non-Executive Director and Company Secretary 5 July 2021
14 Mr Howe was appointed Executive Director 10 February 2021.
15 Remuneration for certain individuals is directly linked to the performance of the consolidated entity. Performance rights granted to certain KMP are deemed to be performance based remuneration. Refer to the ‘Performance Rights’ section below for
details of the terms and conditions of the performance rights granted to certain KMP during the year. Refer to Performance rights condition on page 9.
16 Mr Tran was appointed Chief Financial Officer 08 March 2021
10
Directors’ Report
Remuneration Report (Audited) continued
KMP Shareholdings
The number of ordinary shares in Kaiser Reef Limited held by each KMP for the year ended 30 June 2022 are as tabled below:
KAISER REEF LIMITED 2022
2022
Directors
Adrian Byass
Jonathan Downes
Stewart Howe19 20
David Palumbo 21
Total Directors
Executives
Andy Tran22
Total Executives
KMP Options Holdings
Balance at the
beginning of year
Granted as
remuneration
during the year
Issued on exercise
of the rights
during the year
Other Changes
during the year
Balance at end of
the year
3,000,000
3,185,000
100,000
100,000
6,385,000
631,578
631,578
-
-
-
-
-
-
-
-
-
-
-
-
100,000
100,000
205,00017
510,62518
12,500
(100,000)
628,125
78,948
78,948
3,205,000
3,695,625
112,500
-
7,013,125
810,526
810,526
The number of options over ordinary shares in Kaiser Reef Limited held by each KMP for the year ended 30 June 2022 are as tabled below:
Balance at the
beginning of year
Granted as
remuneration
during the year
Reduction on
exercise of the
options during
the year
Other Changes
during the year
Balance at end of
the year
Vested and
exercisable at 30
June 2022
4,000,000
4,000,000
400,000
200,000
8,600,000
500,000
500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(200,000)
-
-
-
4,000,000
4,000,000
400,000
-
8,600,000
500,000
500,000
4,000,000
4,000,000
400,000
-
8,600,000
500,000
500,000
2022
Directors
Adrian Byass
Jonathan Downes
Stewart Howe
David Palumbo
Total Directors
Executives
Andy Tran
Total Executives
Valuation of Options Granted
During the 2022 year the Group did not grant further options to KMP. Stewart Howe’s options were approved at the 17 November 2021
AGM and were revalued at the applicable grant date.
Description
Number of options
Grant date (AGM approval 17 November 2021)
Grant date share price ($)
Exercise price ($)
Volatility (%)
Risk free rate (%)
Term (in years)
Fair value per option ($)
Total value of options granted
Total value of options provisional granted
True up of fair value of options in 2022
Stewart Howe
Tranche 1
200,000
17/11/2021
0.21
0.52
100
0.95
2.23
0.072
$14,368
$48,064
($33,696)
Stewart Howe
Tranche 2
200,000
17/11/2021
0.21
0.60
100
0.95
2.23
0.065
$13,075
$45,646
($32,571)
17 Mr Byass shares increases were on market purchases.
18 Mr Downes shares increases were on market purchases.
19 Mr Howe was appointed Executive Director 10 February 2021 and the shares were on market purchases.
20 Exclusive of 200,000 shares agreed to be issued as a bonus at the sole discretion of the Board based on past performance, as the issue is subject to
shareholder approval at the upcoming AGM on 14 November 2022. The shares have been recognised with reference to the share price on date of
common understanding (subject to shareholder approval) of $0.18.
21 Mr Palumbo resigned as Non-Executive Director 05 July 2021
22 Mr Tran was appointed Chief Financial Officer 8 March 2021 and the shares were on market purchases.
11
Directors’ Report
KAISER REEF LIMITED 2022
Remuneration Report (Audited) continued
KMP Performance Rights
The number of rights over ordinary shares in Kaiser Reef Limited held by each KMP for the year ended 30 June 2022 are as tabled below:
2022
Directors
Adrian Byass
Jonathan Downes
Stewart Howe
David Palumbo23
Total Directors
Executives
Andy Tran
Total Executives
Valuation of Rights Granted
Opening rights
held
Granted as
remuneration
during the year
Vested during
the year
Forfeited
during the
year
Balance at end
of the year
-
-
350,000
-
350,000
400,000
400,000
-
-
-
-
-
-
-
-
-
-
-
-
-
(150,000)
(150,000)
(100,000)
(100,000)
-
-
-
-
200,000
-
200,000
300,000
300,000
During the 2022 year the Group did not grant further rights to KMP. During the 2021 year the Group granted the following rights to KMP,
which were valued at grant date as follows:
Stewart Howe
Value Per
Right26
$0.21
$0.21
$0.079
$0.21
Number of Rights
Granted
75,00024
75,00025
100,000
100,000
350,000
Total Value*
Valuation Methodology
15,750
15,750
$7,900
$21,00026
$60,400
Share price at grant date
Share price at grant date
Trinomial pricing model**
Share price at grant date
Andy Tran
Value Per
Right
$0.42
$0.42
$0.29
$0.42
Number of Rights
Granted
100,00027
100,00028
100,000
100,000
400,000
Total Value*
Valuation Methodology
$42,000
$42,000
$28,980
$42,00029
$154,980
Share price at grant date
Share price at grant date
Trinomial pricing model**
Share price at grant date
Tranche
A
B
C
D
Total
Tranche
A
B
C
D
Total
*The holder must be an employee of the Company in order for the rights to vest on achievement of the relevant performance hurdles.
Accordingly, the total value of rights at grant date has been vested over the relevant performance period.
23 Mr Palumbo resigned as Non-Executive Director 05 July 2022
24 Rights lapsed on the 10 February 2022
25 Rights lapsed on the 10 February 2022
26 Rights were granted to Mr Howe on 10 February 2021 and approved at the AGM 17 Nov 2021. The above table reflects the final valuation at date of
shareholder approval. The probability of achievement of Tranche D rights has been applied at 30 June 2022 is 100%.
27 Due to Covid 19 disruption the Board has allow for the rights to be extended to 1 February 2023, these rights have vested in the 2022 year
28 Due to Covid 19 disruption the Board has allow for the rights to be extended to 1 February 2023 and 0% probability has been applied at 30 June 2022
29 The probability of achievement has been applied at 30 June 2022 is 100%.
12
Directors’ Report
KAISER REEF LIMITED 2022
**Tranche C rights include a market based vesting hurdle linked to the market capitalisation of the Group valued with reference
to a trinomial pricing model with the following inputs:
Description
Underlying share price ($)
Exercise price ($)
Grant date
Performance measurement period
Share price barrier ($)
Volatility (%)
Risk-free rate (%)
Value per right ($)
Total value of rights granted
Total value of rights provisional granted
True up of fair value of rights in 2022
Input
Stewart Howe
0.21
Nil
17 November 2021
1.72 years
1.068
100
0.575
0.079
$7,900
$28,980
($20,990)
Input
Andy Tran
0.42
Nil
8 February 2021
2.5 years
1.305
100
0.11
0.29
$28,980
N/A
N/A
Performance rights conditions
The performance rights granted to Mr Howe include vesting
conditions being satisfaction of the following conditions30:
Within 12 months of the start date:
PRODUCTION: 75,000 Shares when A1 Mine operations reaches
and maintains a production profile of 5,000 t/month or more over
a 3 rolling month period and during that period the Company’s
mining and treatment operations are cash flow positive. 31
PROCESSING: 75,000 Shares when the Company
increases
utilisation its gold processing facility in excess of 60% of nameplate
(nameplate 150,000 tonnes p.a.) for a three-month period and
during that period the Company’s mining and treatment
operations are cash flow positive, 32
and within 30 months of the start date:
MARKET CAPITALISATION: 100,000 Shares when the Company
reaches a market capitalisation of $150 million (over a 5 day VWAP
period)
PROCESSING: 100,000 Shares when the Company operates the
Maldon Process plant at 90% of nameplate capacity (nameplate
150,000 tonnes p.a.) for a 6 month period and during that period
the Company’s mining and treatment operations are cash flow
positive.
The performance rights granted to Mr Tran include vesting
conditions being satisfaction of the following conditions:
By the 1 February 2023:
PRODUCTION: 100,000 Shares when A1 Mine operations reaches
and maintains a production profile of 5,000 t/month or more over
a 3 rolling month period and during that period the Company’s
mining and treatment operations are cash flow positive. 33
PROCESSING: 100,000 Shares when the Company increases
utilisation its gold processing facility in excess of 60% of nameplate
(nameplate 150,000 tonnes p.a.) for a three-month period and
during that period the Company’s mining and treatment
operations are cash flow positive, 34
and within 30 months of the start date:
MARKET CAPITALISATION: 100,000 Shares when the Company
reaches a market capitalisation of $150 million (over a 5 day VWAP
period)
PROCESSING: 100,000 Shares when the Company operates the
Maldon Process plant at 90% of nameplate capacity (nameplate
150,000 tonnes p.a.) for a 6 month period and during that period
the Company’s mining and treatment operations are cash flow
positive.
Voting and comments made at the company's 2021 Annual General Meeting ('AGM')
At the 2021 AGM, 97.88% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2021. The
company did not receive any specific feedback at the AGM regarding its remuneration practices.
END OF REMUNERATION REPORT (AUDITED)
30 At the 2021 AGM, 99.25% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2021. The company did
not receive any specific feedback at the AGM regarding its remuneration practices
31 Rights lapsed on the 10 February 2022
32 Rights Lapsed on the 10 February 2022
33 Due to Covid 19 disruption the Board has allow for the rights to be extended to 1 February 2023 and have vested in 2022
34 Due to Covid 19 disruption the Board has allow for the rights to be extended to 1 February 2023 and 0% probability has been applied at 30 June 2022
13
Directors’ Report
Meeting of Directors
During the year 3 Directors’ meeting were held. Attendance by
each Director during the year were as follows:
A Byass
J Downes
S Howe
Number of
eligible to
attend
Attended
3
3
3
3
3
3
Indemnification and insurance of officers
The Company’s Constitution provides that, to the extent permitted
by law, the Company must indemnify any person who is, or has
been, an officer of the Company against any liability incurred by
that person including any liability incurred as an officer of the
Company or a subsidiary of the Company and legal costs incurred
by that person in defending an action.
During the year the Company paid an insurance premium for
Directors’ and Officers’ Liability and Statutory Liability policies. The
contract of insurance prohibits disclosure of the amount of the
premium and the nature of the liabilities insured under the policy.
The Company has agreed to indemnify their external auditors, BDO
Audit (WA) Pty Ltd, to the extent permitted by law, against any
claim by a third party arising from the Company’s breach of their
agreement. The indemnity stipulates that the Company will meet
the full amount of any such liabilities including a reasonable
amount of legal costs.
Non-audit services
The Group may decide to employ the Auditor on assignments
additional to their statutory audit duties where the Auditor’s
expertise and experience with the Company and/or Group are
important.
The Board of Directors has considered the position and, is satisfied
that the provision of non-audit services during the year as set out
in Note 18 did not compromise the auditor independence
requirements of the Corporations Act 2001 for the following
reasons:
• All non-audit services were reviewed by the Board to ensure
they do not impact the impartiality and objectivity of the
auditor; and
• The Executives annually informs the Board of the detail, nature
and amount of any non-audit services rendered by BDO during
the financial year, giving an explanation of why the provision
of these services is compatible with auditor independence. If
applicable, the Board take appropriate action to satisfy itself
of the independence of BDO.
Future Development, prospect and business strategies
Further information, other than as disclosed in this report, about
likely developments in the operations of the Group and the
expected results of the operations in future periods has not been
included in this report as disclosure of this information would likely
result in unreasonable prejudice to the Group.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the
Corporations Act 2001 for leave to bring proceedings on behalf of
the Company, or to intervene in any proceedings to which the
Company is a party, for the purpose of taking responsibility on
behalf of the Company for all or part of those proceedings.
KAISER REEF LIMITED 2022
No proceedings have been brought or intervened in on behalf of
the Company with leave of the Court under section 237 of the
Corporations Act 2001.
Environmental management
The Kaiser Reef Group regards compliance with environmental
instruments as the
legislation, regulations and regulatory
minimum performance standard for its operations. The Group’s
operations in New South Wales (NSW) and Victoria are subject to
environmental regulation under both Commonwealth and State
legislation. The Group has environmental bonds lodged with both
the NSW and Victorian government.
There were no externally reportable environmental incidents
during the year ended 30 June 2022 at any of the Group’s
operating sites.
Auditor independence
A copy of the Auditor’s Independence Declaration required under
section 307C of the Corporations Act 2001 is set out on page 15
and forms part of this Directors’ Report.
Events occurring after the end of the financial year
The Directors are not aware of any matter or circumstance that
has arisen since the end of the financial year that, in their opinion,
has significantly affected or may significantly affect in future years
the Company’s or the Group’s operations, the results of those
operations or the state of affairs, except as described below.
On 21 July 2022 Kaiser Reef Limited announced in relation to the
Maldon exploration projects:
• A Mineral Resource Estimate of 1.2 Mt at 4.4 g/t gold (Inferred)
for 186,656 ounces of gold; and
• An Exploration Target of 1.75 to 2.7Mt at between 3 g/t gold
and 4 g/t gold for between 165,000 ounces of gold to 345,000
ounces of gold at its wholly owned Maldon site.
The Maldon gold project has extensive existing infrastructure and
capital, existing mine permitting and a wholly owned processing
plant within a 3km proximity, that is currently operating profitably
at well below its production capacity.
On the 9 September 2022 Kaiser Reef Limited commenced
engineering work used for scoping and other technical/planning
studies for the potential development of a second gold mining
operation at Union Hill. Continued exploration and infill drilling
targeting increasing the resource size and confidence are also
proposed and will be initiated following the results obtained from
the engineering work.
On 11 August 2022, 250,000 unlisted options exercisable at $0.40
issued to consultants expired.
On the 07 September 2022, 750,000 unlisted options exercisable
at $0.30 and expiring 05 September issued to consultants were
issued to Euro Equity Group for services relating to share
marketing to the European markets.
This report is made in accordance with a resolution of Directors.
For and on behalf of the Board
Dated at Perth this 30th day of September 2022
Jonathan Downes
Executive Director
14
Directors’ Report
Auditors’ independence – blank page
KAISER REEF LIMITED 2022
Page | 15
Financial Report
Contents
Consolidated Financial Statements
Page
About this 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 consolidated financial statements
A. Key results
1 Business combinations
2 Revenue and expenses
3 Significant items
4 Tax
5 Earnings per share
6 Property, plant and equipment
7 Mine properties
8 Exploration and evaluation
9 Rehabilitation provision
10 Working capital
11 Financial risk management
12 Net debt
13 Parent entity disclosures
14 Controlled entities
15 Employee benefit expenses and provisions
16 Share-based payments
17 Contributed equities
18 Remuneration of auditors
19 Events occurring after the balance sheet date
20 Related party transactions
21 Contingencies
22 Basis of preparation
23 Accounting standards
Signed reports
Directors’ declaration
Independent auditor’s report
ASX information
Corporate directory
Additional information for public listed companies
16
17
18
19
20
21
25
25
26
28
29
30
31
32
33
34
36
37
37
38
39
43
43
43
43
44
44
44
45
46
50
51
KAISER REEF LIMITED 2022
About this report
Kaiser Reef Limited (the “Company” or “Parent Entity”) is a
company limited by shares incorporated in Australia whose shares
are publicly traded on the Australian Stock Exchange. The
consolidated financial statements of the Company as at and for the
year ended 30 June 2022 comprise the Company and its
subsidiaries (together referred to as the “Group”). The Group is a
for-profit entity primarily involved in mining and sale of gold,
mineral exploration and development.
The financial report is a general-purpose financial report, which
has been prepared in accordance with Australian Accounting
Standards (AASBs) (including Australian Interpretations) adopted
by the Australian Accounting Standards Board (AASB) and the
Corporations Act 2001. Where required by accounting standards
comparative figures have been adjusted to conform to changes in
presentation in the current year. The consolidated financial report
of the Group complies with International Financial Reporting
Standards (IFRSs) and interpretations issued by the International
Accounting Standards Board.
What’s in this report
Kaiser Reef’s Directors have included information in this report
that they deem to be material and relevant to the understanding
of the financial statements and the Group.
A disclosure has been considered material and relevant where:
•
•
•
•
the dollar amount is significant in size (quantitative);
the dollar amount is significant in nature (qualitative);
the Group’s result cannot be understood without the specific
disclosure; and
it relates to an aspect of the Group’s operations that is
important to its future performance.
Accounting policies and critical accounting judgements and
estimates applied to the preparation of the consolidated financial
statements are presented where the related accounting balance
or consolidated financial statement matter is discussed. To assist
in identifying critical accounting judgements and estimates, we
have highlighted them in the following manner:
Accounting judgements and estimates
Page | 16
Financial Report
KAISER REEF LIMITED 2022
Consolidated statement of profit or loss and other comprehensive income
for the year ended 30 June 2022
Operations
Revenue
Mine operating costs
Gross profit/(loss)
Other revenue
Exploration expensed
Corporate costs
Depreciation and amortisation
Expenses associated with acquisition transactions
Share based payments
Impairment expense
Listing expense on acquisition of Golden River Resources Pty Ltd
Operating loss
Finance costs
Foreign exchange movements
Loss before income tax
Income tax expense
Net loss after tax
Other comprehensive income
Notes
2
2
2
6
1,3
16
8
1,3
12
4
Consolidated
30 Jun 2022
Consolidated
Restated
28 Aug 2020
to
30 Jun 2021(1)
22,785,222
(16,916,387)
5,868,835
1,041,732
(988)
(1,903,061)
(6,780,474)
-
(149,947)
(311,289)
-
(2,235,192)
(23,956)
(3,690)
(2,262,838)
5,085,396
(6,665,580)
(1,580,184)
6,359
(220)
(777,116)
(1,318,922)
(2,213,458)
(270,661)
-
(5,637,309)
(11,791,511)
(15,314)
-
(11,806,825)
-
(2,262,838)
-
(11,806,825)
-
-
Total comprehensive loss attributable to equity holders of the Company
(2,262,838)
(11,806,825)
Earnings per share
Basic Loss per share (cents per share)
Diluted Loss per share (cents per share)
5
5
(1.70)
(1.70)
(19.66)
(19.66)
1) Comparative amounts have been shown restated due to changes to provisional accounting on prior period acquisitions as disclosed in Note 1.
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the notes to the consolidated financial
statements.
Page | 17
Financial Report
Consolidated statement of financial position
as at 30 June 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Total current assets
Non-current assets
Trade and other receivables
Property, plant and equipment
Mine properties
Exploration and evaluation
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Provisions
Interest bearing liabilities
Total current liabilities
Non-current liabilities
Rehabilitation provision
Other Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
KAISER REEF LIMITED 2022
Consolidated
2022
Consolidated
2021
Restated(1)
Notes
12
10
10
10
6
7
8
10
15
12
9
15
17
16
6,581,919
1,439,577
2,180,448
10,201,944
4,787,279
1,768,111
2,218,627
8,774,017
857,000
5,933,674
7,403,195
5,176,034
19,369,903
857,000
6,637,514
7,456,645
2,840,415
17,791,574
29,571,847
26,565,591
3,964,921
582,971
267,836
4,815,728
1,698,000
248,294
1,946,294
6,762,022
3,017,994
1,200,725
281,330
4,500,049
1,667,000
227,781
1,894,781
6,394,830
22,809,825
20,170,761
35,431,839
1,447,649
(14,069,663)
31,499,826
477,760
(11,806,825)
22,809,825
20,170,761
1) Comparative amounts have been shown restated due to changes to provisional accounting on prior period acquisitions as disclosed in Note 1.
The above consolidated statement of financial position should be read in conjunction with the notes to the consolidated financial statements.
Page | 18
Financial Report
Consolidated statement of changes in equity
for the year ended 30 June 2022
KAISER REEF LIMITED 2022
Note
Contributed
Equity
Consolidated
Share base
payment
reserve
Accumulated
Losses
Total
Balance at 30 June 2021 (1)
Transactions with owners of the Company recognised directly
in equity:
Share-based payments
Performance rights issued/(expired)
Ordinary shares issued for working capital
Cost of Equity issued
Total comprehensive loss for the period
Loss attributable to equity holders of the Company
Other comprehensive gain/(loss)
Balance at 30 June 2022
16
17
31,499,826
477,760
(11,806,825)
20,170,761
78,000
101,850
5,123,272
(1,371,109)
-
-
35,431,839
1,071,739
(101,850)
-
-
-
-
-
-
-
-
1,447,649
(2,262,838)
-
(14,069,663)
1,149,739
-
5,123,272
(1,371,109)
(2,262,838)
-
22,809,825
Note
Contributed
Equity
Consolidated
Share base
payment
reserve
Accumulated
Losses
Total
Balance at 28 August 2020
Transactions with owners of the Company recognised directly
in equity:
Share-based payments
Equity issued in relation to acquisitions
Conversion of convertible notes
Ordinary shares issued for working capital
Cost of Equity issued
Total comprehensive loss for the period
Loss attributable to equity holders of the Company
Other comprehensive gain/(loss)
Balance at 30 June 2021(1)
16
1
17
2,500
-
477,760
-
-
-
934,657
10,035,000
13,500,000
7,500,000
(472,331)
-
-
31,499,826
-
-
-
-
-
2,500
1,412,417
10,035,000
13,500,000
7,500,000
(472,331)
-
-
477,760
(11,806,825)
-
(11,806,825)
(11,806,825)
-
20,170,761
1) Comparative amounts have been shown restated due to changes to provisional accounting on prior period acquisitions as disclosed in Note 1.
The above consolidated statement of changes in equity should be read in conjunction with the notes to the consolidated financial statements.
Page | 19
Financial Report
Consolidated statement of cash flows
for the year ended 30 June 2022
Cash Flows From Operating Activities:
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Interest paid
KAISER REEF LIMITED 2022
Notes
Consolidated
30 Jun 2022
Consolidated
28 Aug 20
to
30 Jun 2021
23,318,505
5,088,940
(17,655,262)
(7,552,594)
6,233
(23,956)
2,816
(15,314)
Net cash inflow/(outflow) from operating activities
12
5,645,520
(2,476,152)
Cash Flows From Investing Activities:
Payments for property, plant and equipment
Payments for development of mining properties
Payments for exploration and evaluation
Proceeds from sales of fixed assets
Cash paid for acquisition of Centennial Mining Limited
Cash acquired on reverse acquisition
Net cash outflow from investing activities
Cash Flows From Financing Activities:
Proceeds from issue of convertible notes
Proceeds from issue of ordinary shares
Payment for cost of shares issued
Insurance premium funding
Insurance premium funding principal repayments
Lease principal repayments
Net cash inflow from financing activities
1
1
11
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
12
(1,938,443)
(1,096,875)
(4,084,741)
(2,646,907)
80,750
(993,751)
(737,619)
-
-
-
(13,500,000)
6,639,738
(8,589,341)
(9,688,507)
-
13,500,000
5,124,072
(371,317)
475,449
(488,943)
-
3,653,280
(461,250)
488,294
(218,396)
(9,990)
4,738,461
16,951,938
1,794,640
4,787,279
6,581,919
4,787,279
-
4,787,279
Cash flows are included in the consolidated statement of cash flows on a gross basis. The GST component of cash flows arising from investing or financing
activities, which are recoverable from, or payable to, the taxation authority are classified as part of operating cash flows.
The above consolidated statement of cash flows should be read in conjunction the notes to the consolidated financial statements.
Page | 20
Financial Report
1 Acquisition accounting
Business Combination Accounting – Centennial Mining Limited
Acquisition
The acquisition method of accounting used to account for business
combination regardless of whether equity instrument or other
assets are acquired.
The consideration transferred is the sum of the acquisition-date fair
values of the assets transferred, equity instruments issued or
liabilities incurred by the acquirer to former owners of the acquiree
and the amount of any non-controlling interest in the acquiree. All
acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the
financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual
terms, economic conditions, the consolidated entity's operating or
accounting policies and other pertinent conditions in existence at
the acquisition-date.
in stages, the
Where the business combination
consolidated entity remeasures its previously held equity interest in
the acquiree at the acquisition-date fair value and the difference
between the fair value and the previous carrying amount is
recognised in profit or loss.
is achieved
Contingent consideration to be transferred by the acquirer is
recognised at the acquisition-date fair value. Subsequent changes in
the fair value of the contingent consideration classified as an asset
or liability is recognised in profit or loss. Contingent consideration
classified as equity is not remeasured and its subsequent settlement
is accounted for within equity.
The difference between the acquisition-date fair value of assets
acquired, liabilities assumed and any non-controlling interest in the
acquiree and the fair value of the consideration transferred and the
fair value of any pre-existing investment in the acquiree
is
recognised as goodwill. If the consideration transferred and the pre-
existing fair value is less than the fair value of the identifiable net
assets acquired, being a bargain purchase to the acquirer, the
difference is recognised as a gain directly in profit or loss by the
acquirer on the acquisition-date, but only after a reassessment of
the identification and measurement of the net assets acquired, the
non-controlling interest in the acquiree, if any, the consideration
transferred and the acquirer's previously held equity interest in the
acquirer.
Business combinations are initially accounted for on a provisional
basis. The acquirer retrospectively adjusts the provisional amounts
recognised and also recognises additional assets or liabilities during
the measurement period, based on new information obtained about
the facts and circumstances that existed at the acquisition-date. The
measurement period ends on either the earlier of
(i)
(ii)
12 months from the date of the acquisition or
when the acquirer receives all the information
possible to determine fair value.
Reverse acquisition accounting – Golden River Resources Pty Ltd
Acquisition
On the 20 January 2021 Kaiser Reef Limited acquired 100% of the
issued capital of Golden River Resources Pty Ltd (‘GRR’). Under
Australian Accounting Standards GRR was deemed to be the
accounting acquirer in this transaction. The acquisition has been
accounted for as a share based payment by which GRR acquires the
net assets and listing status of Kaiser Reef Limited.
KAISER REEF LIMITED 2022
Accordingly, the consolidated financial statements of Kaiser Reef
Limited have been prepared as a continuation of the business and
operations of GRR. As the deemed acquirer GRR has accounted for
the acquisition of Kaiser Reef Limited from 20 January 2021. The
from
therefore
comparative period
incorporation of GRR on 28 August 2020 to 30 June 2021.
the period
represents
The implications of the acquisition by GRR on the comparatives in
the financial statements are as follows:
Consolidated income statement and other comprehensive income
• The comparative period consolidated statement of profit or
loss and other comprehensive income comprises the total
comprehensive income for the period from 28 August 2020
to 30 June 2021.
Consolidated Statement of Financial Position
• The comparative period consolidated statement of financial
position as at 30 June 2021 represents the combination of
GRR and Kaiser Reef Limited.
Consolidated Statement of Changes in Equity
• The comparative period consolidated statement of changes
in equity comprises:
o
The equity of GRR on incorporation as at 28 August 2020;
and
The total comprehensive
loss for the period and
transactions with equity holders, being 10 months to
GRR’s year ended 30 June 2021 and the period 20
January 2021 to 30 June 2021 of Kaiser Reef Limited.
The equity balance of the combined GRR and Kaiser Reef
Limited at 30 June 2021.
Consolidated Statement of Cashflows
• The comparative period consolidated statement of cash
flows comprises:
o
The cash balance of GRR at incorporation on 28 August
2020; and
The transactions of GRR from incorporation to 30 June
2021 and the period 20 January 2021 to 30 June 2021 of
Kaiser Reef Limited.
The cash balance of the combined GRR and Kaiser Reef
Limited Group at 30 June 2021.
Equity structure
The equity structure (the number and type of the equity structure
and the equity instruments issued) in the financial statements
reflects the consolidated equity structure of Kaiser Reef Limited and
GRR.
Page | 21
o
o
o
o
Financial Report
1 Acquisition accounting (continued)
Deemed Consideration
The consideration in a reverse acquisition is deemed to have been
incurred by the legal Subsidiary (GRR) in the form of equity
instruments issued to the shareholders of the legal parent (KAU).
The acquisition date fair value of consideration transferred has been
determined by reference to the fair value of the issued shares of KAU
immediately prior to the acquisition. Hence the purchase
consideration is 33,450,000 (KAU share just prior to acquisition) at
capital raising price of $0.30 which is $10,035,000.
Kaiser Reef Limited also issued 3,115,523 shares to brokers and
advisors for services provided in relation to the transaction with a
deemed value of $934,657 based on the share price of $0.30.
KAISER REEF LIMITED 2022
Below are key balances recognised as a result of the reverse
acquisition:
Kaiser Reef Limited Share Capital
20 January
2021
Historical issued capital at transaction date
5,494,554
Elimination of Kaiser Reef Ltd issued capital
(5,494,554)
Deemed consideration on acquisition
10,035,000
3,115,523 shares to brokers and advisors
Total Kaiser Reef Limited share capital on
completion
934,657
10,969,657
Kaiser Reef Limited share option reserve
Historical share option reserve at acquisition
date
Elimination of historical share option reserve
Issue of 1,344,800 options to advisors
Total Kaiser Reef Limited share option reserve
on completion
Kaiser Reef Limited accumulated losses pre-
completion
Historical accumulated losses at 30 June 2020
Loss incurred from 1 July 2020 to 20 January
2021
Total Kaiser Reef Limited accumulated losses at
acquisition date
Elimination of Kaiser Reef Limited accumulated
losses
Total Kaiser Reef Limited accumulated losses on
completion
Assets and liabilities acquired
Cash and cash equivalents
Exploration and evaluation assets
Other assets
Trade and other trade payables
Other payables
Net assets
Listing expense
Deemed Consideration
Less: net assets of Kaiser Reef Limited
Total Kaiser Reef Listing expense (1)
230,995
(230,995)
207,099
207,099
318,998
1,002,160
1,339,158
(1,339,158)
-
6,639,738
1,852,798
43,089
(228,768)
(3,909,166)
4,397,691
10,035,000
(4,397,691)
5,637,309
(1) Non-Cash once off expense as prescribed by Australian
Accounting Standards for the reverse acquisition of Kaiser
Reef Limited.
Page | 22
Notes to the Financial Report
1 Acquisition accounting (continued)
Acquisition accounting – Centennial Mining Limited Acquisition
On 21 January 2021, the Group, through its subsidiary Golden River
Resources Pty Ltd, acquired 100% of the issued capital of Centennial
Mining Limited (“Centennial Mining”), a gold mining, development
and exploration company with operations in Victoria, Australia.
The acquisition of Centennial Mining achieves all of the Group’s
strategic objectives, including:
• Valuable mining and exploration licences in the Victorian gold
region, which had in the past high-grade mining areas;
• Project the Group from a gold exploration and development to a
gold mining and producer; and
• A processing facility in Victoria which can produce Dore
The acquisition was completed through a deed of company
arrangement.
KAISER REEF LIMITED 2022
The accounting for the acquisition of Centennial Mining Limited has
been finalised at 21 January 2022.
Consideration transferred
Cash and cash equivalents
Total Consideration
Goodwill arising on acquisition
Consideration transferred
Less: Fair value of identifiable net assets
acquired
Total goodwill arising on acquisition
Consideration paid in cash
Less: Cash and cash equivalents balance
acquired
Net cash out flow on acquisition of
subsidiaries
Consolidated
21 January
2021
13,500,000
13,500,000
13,500,000
(13,500,000)
-
13,500,000
-
13,500,000
The assets and liabilities recognised as a result of the acquisition are as follows:
Assets
Current assets
Trade and other receivables
Inventories
Total current assets
Non-current assets
Trade and other receivables
Property, plant and equipment(1)
Mine properties
Exploration and evaluation(2)
Total non-current assets
Total assets
Liabilities
Current liabilities
Provisions
Total current liabilities
Non-current liabilities
Rehabilitation provision
Total non-current liabilities
Total liabilities
Net identifiable assets acquired
Net assets acquired
Provisional fair
value reported at
21 January 2021
Adjustments to
provisional fair value
Final Fair value
reported as at 21
January 2021
280,510
1,047,158
1,327,668
857,001
2,524,050
7,174,001
3,849,418
14,404,470
15,732,138
(565,138)
(565,138)
(1,667,000)
(1,667,000)
(2,232,138)
13,500,000
13,500,000
-
-
-
-
3,599,418
-
(3,599,418)
-
-
-
-
-
-
-
-
-
280,510
1,047,158
1,327,668
857,001
6,123,468
7,174,001
250,000
14,404,470
15,732,138
(565,138)
(565,138)
(1,667,000)
(1,667,000)
(2,232,138)
13,500,000
13,500,000
(1) Management has obtained a final independent valuation of the plant, property and equipment acquired and adjusted the provisional amount accordingly.
(2) In a mining transaction the residual amount of purchase consideration after all the other assets and liabilities have been identified and re-measured to reflect
acquisition date fair value is typically allocated to mine properties (excluding site rehabilitation), due to the complexity of the valuation process in particular
exploration and evaluation.
(3) Following the increase in valuation of the plant, property and equipment acquired, the additional depreciation has been accounted for over a unit of production
basis from date of acquisition. Upon finalisation of acquisition date information, the amortisation of mine properties has also been adjusted from date of acquisition,
alongside other minor changes as a result of finalisation of provisional accounting. These have been flowed through the comparative retained earnings accordingly.
Page | 23
Notes to the Financial Report
KAISER REEF LIMITED 2022
The below is the effect of the restatement due to provisional accounting adjustment on the Consolidated statement of financial position as at 30 June 2021.
1 Acquisition accounting (continued)
Assets
Current assets
Trade and other receivables
Non-current assets
Property, plant and equipment
Mine properties
Exploration and evaluation
Net Assets
Equity
Accumulated losses
Total Equity
Balances
reported as at
30 June 2021
Adjustments
following
finalisation of
provisional
accounting
Restated
balances as at
30 June 2021
1,162,019
(77,121)
1,084,898
3,390,922
7,644,508
6,439,832
3,246,592
(187,863)
(3,599,417)
6,637,514
7,456,645
2,840,415
20,788,570
(617,809)
20,170,761
(11,189,014)
20,788,570
(617,809)
(617,809)
(11,806,823)
20,170,761
Page | 24
Notes to the Financial Report
2 Revenue and Mine Operating Costs
Revenue
Gold sales
Silver sales
Interest income
Sale of asset
Reversal of provisions
Other
Total
Consolidated Consolidated
28 Aug 20
to 30 Jun 21
30 Jun 2022
22,785,222
14,656
6,233
80,750
750,000(1)
190,093 (2)
23,826,954
5,085,396
3,543
2,816
-
-
-
5,091,755
Mine Operating Expenses
Gold operation expenditure
Employee expense
Gross operating profit/(loss)
(8,361,772)
(8,554,615)
5,868,835
(4,020,610)
(2,644,970)
(1,580,184)
(1) The State Revenue Office Victoria has finalised the stamp duty of the
properties acquired in the Centennial Mining Limited acquisition, $15,652
paid April 2022.
(2) DOCA finalization settlement of funds head in Escrow of $180,000.
KAISER REEF LIMITED 2022
Sales revenue
Revenue from the sale of gold and silver in the course of ordinary
activities is measured at the fair value of the consideration received
or receivable. The Group recognises revenue at a point in time when
control (physical or contractual) is transferred to the buyer, the
amount of revenue can be reliably measured and the associated
costs can be estimated reliably, and it is probable that future
economic benefits will flow to the Group.
Segment reporting
The consolidated entity has considered the requirements of AASB 8
– Operating Segments and 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
consolidated entity operates predominantly
in one business
segment and in one geographical location. The operations of the
consolidated entity consist of mineral production and exploration,
within Australia.
3
Significant items
Significant items are those items where their nature or amount is
considered material to the financial report. Such items included
within the consolidated results for the year are detailed below.
Centennial Mining Limited
acquisition costs(1)
Listing expense(2)
Total significant items – pre tax
Tax Effect
Tax effect on acquisition cost
Total significant items – post tax
Consolidated
30 Jun 22
-
-
-
-
Consolidate
d
28 Aug 20 to
30 Jun 21
(2,213,458)
(5,637,309)
(7,850,767)
-
(7,850,767)
(1) Centennial Mining Limited acquisition costs
Costs relating to the acquisition of Centennial Mining Limited
included due diligence costs, share registry charges, stamp duty and
integration costs.
(2) Golden River Resources listing expense
Non-Cash once off expense from the reverse acquisition of Kaiser
Reef Limited (refer to Note 1).
Page | 25
Notes to the Financial Report
4
Income Tax
Income tax expense
Consolidated
Current tax expense
Under provision in respect of
the prior year
Deferred income tax
cost/(benefit)
Total income tax expense
30 Jun 22
-
-
-
-
Consolidated
28 Aug 20 to
30 Jun 21
-
-
-
-
Numerical reconciliation of income tax expense to prima facie tax
payable
Consolidated
30 Jun 22
(2,262,838)
(565,710)
Consolidated
28 Aug 20 to
30 Jun 21
(11,806,825)
(3,069,774)
1,260
37,487
1,630
-
-
77,823
86,799
1,845
70,372
718
2,201,829
30,577
-
(120,896)
360,711
885,329
Loss before income tax
Tax at the Australian tax rate of
25% (2021: 26%)
Tax effect of amounts not
deductible/ (taxable) in
calculating taxable income:
Entertainment
Share based payments
Fines & penalties
Reverse acquisition /
acquisition of subsidiary
Change in corporate tax rate
other permanent differences
Deferred tax assets not brought
to account
Tax losses not brought to
account
Income tax expense
KAISER REEF LIMITED 2022
Income tax
Income tax expense comprises current and deferred tax. Current tax
and deferred tax are recognised in the consolidated income
statement, except to the extent that it relates to a business
combination, or items recognised directly in equity or in other
comprehensive income.
Current tax is the expected tax payable or receivable on the taxable
profit for the year, using tax rates enacted or substantively enacted
at the reporting date, and any adjustment to tax payable in respect
of previous years.
Tax exposure
In determining the amount of current and deferred tax the Group
takes into account the impact of uncertain tax positions and whether
additional taxes and interest may be due. This assessment relies on
estimates and assumptions and may involve a series of judgements
about future events. New information may become available that
causes the Group to change its judgement regarding the adequacy
of existing tax liabilities; such changes to tax liabilities may impact
tax expense in the period that such a determination is made.
Tax consolidation
Entities in the Australian tax consolidated group at 30 June 2022
included: Golden River Resources Pty Ltd (head entity), Centennial
Mining Limited and Maldon Resources Pty Ltd. Current and deferred
tax amounts are allocated using the “separate taxpayer within
group” method.
A tax sharing and funding agreement has been established between
the entities in the tax consolidated group. The Company recognises
deferred tax assets arising from the unused tax losses of the tax
consolidated group to the extent that it is probable that future
taxable profits of the tax consolidated group will be available against
which the asset can be utilised. At 30 June 2022, the Australian tax
consolidated group did not have any unused tax losses.
-
-
Current tax liability
As at 30 June 2022, the Company had a nil current tax liability.
Accounting judgements and estimates
Deferred tax assets relating to the acquiree which have been
brought to account to the extent of offsetting deferred tax liabilities
relating to the acquisition of Centennial Mining Limited are expected
to be available for use by the Group in accordance with AASB 112
and IFRIC 23.
At 30 June 2022, tax losses not recognised relating to entities
associated of $360,711 (tax effected) were not booked (30 June
2021: $885,329).
Page | 26
Notes to the Financial Report
4
Income Tax (continued)
Deferred tax balances
Deferred tax liabilities
Property, plant and equipment
Mine properties
Exploration and evaluation
assets
Other temporary differences
Total
Offset of deferred tax assets
Net deferred tax liability
recognised
Deferred tax assets
Trade and other payables
Interest bearing borrowings
Provisions - current
Rehabilitation provision – non-
current
Provisions – non-current
Other tax deductible amounts
Tax losses
Total
Offset against deferred tax
liabilities
Net deferred tax assets not
brought to account
Consolidated
2022
Consolidated
2021
(480,482)
(2,683,342)
(915,205)
(119,343)
(4,198,372)
4,198,372
-
(763,190)
(1,911,127)
(1,151,350)
-
(3,825,667)
3,825,667
-
83,015
-
152,548
424,500
58,809
4,166,185
1,367,006
6,252,063
18,745
2,858
163,254
416,750
55,906
4,115,509
885,329
5,658,351
(4,198,372)
(3,825,667)
2,053,691
1,832,684
KAISER REEF LIMITED 2022
Deferred tax
Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for:
• Temporary differences on the initial recognition of assets or
liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable profit or loss;
• Temporary differences related to investments in subsidiaries
and jointly controlled entities to the extent that it is probable
that they will not reverse in the foreseeable future; and
• Taxable temporary differences arising on the initial recognition
of goodwill.
Deferred tax is measured at the tax rates that are expected to be
applied to temporary differences when they reverse, based on the
laws that have been enacted or substantively enacted by the
reporting date.
A deferred tax asset is recognised for unused tax losses, tax credits
and deductible temporary differences, to the extent that it is
probable that future taxable profits will be available against which
they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
Tax benefits acquired as part of a business combination, but not
satisfying the criteria for separate recognition at that date, are
recognised subsequently if new information about facts and
circumstances change.
Deferred tax assets and liabilities are offset if there is a legally
enforceable right to offset current tax liabilities and assets, and they
relate to income taxes levied by the same tax authority on the same
taxable entity, or on different tax entities, but they intend to settle
current tax liabilities and assets on a net basis or their tax assets and
liabilities will be realised simultaneously.
Accounting judgements and estimates
At each reporting date, the Group performs a review of the probable
future taxable profit in each jurisdiction. The assessments are based
on the latest life of mine plans relevant to each jurisdiction and the
application of appropriate economic assumptions such as gold price
and operating costs. Any resulting recognition of deferred tax assets
is categorised by type (e.g. tax losses or temporary differences) and
recognised based on which would be utilised first according to that
particular jurisdiction’s legislation.
Page | 27
Notes to the Financial Report
5
Earnings per share
Consolidated
30 Jun 22
Cents
(1.70)
(1.70)
Consolidated
28 Aug 20 to
30 Jun 21
Cents
(19.66)
(19.66)
Basic (loss) per share
Diluted (loss) per share
Reconciliation of earnings/(losses) used in calculating
earnings/(losses) per share
Consolidated
30 Jun 22
Consolidated
28 Aug 20 to
30 Jun 21
Basic and diluted
earnings/(losses) per share:
Loss after tax for the period
Weighted average number of shares
Weighted average number of
ordinary shares used in
calculating basic earnings per
share
Weighted average number of
ordinary shares and potential
ordinary shares used in
calculating diluted earnings per
share
Consolidated
2022
Number
Consolidated
2021
Number
132,965,982
60,051,653
132,965,982
60,051,653
(2,262,838)
(11,806,825)
Basic loss per share is not diluted.
Performance rights and options
KAISER REEF LIMITED 2022
Basic earnings/(losses) per share
Basic earnings/(losses) per share is calculated by dividing the profit
or loss 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 reporting
period.
Diluted earnings/(losses) per share
in the
Diluted earnings per share adjusts the figures used
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.
Performance rights and options granted to employees under the
Kaiser Performance Rights Plan are considered to be potential
ordinary shares and are included in the determination of diluted
earnings per share to the extent to which they are dilutive. The
rights and options are not included in the determination of basic
earnings per share until the performance conditions are met.
Weighted average of number of shares
The calculation of the weighted average number of shares is based
on the number of ordinary shares and performance shares during
the period.
Page | 28
Notes to the Financial Report
6 Property, plant and equipment
KAISER REEF LIMITED 2022
Consolidated Consolidated
2021
2022
Buildings, plant and equipment are stated at historical cost less
accumulated depreciation. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
Non-current
Land and buildings
At the beginning of the period
Acquired fixed assets – business
combination
Additions
Depreciation (range 3-15 years)
Disposals
At the end of the period
Plant and equipment
At the beginning of the period
Acquired fixed assets - business
combination
Additions
Assets under construction
Disposals
Depreciation (range 3-15 years)
At the end of the period
Total
27,299
-
20,000
(2,863)
-
44,436
-
28,551(1)
-
(1,252)
-
27,299
6,610,215
-
-
1,645,748
272,695
-
(2,639,420)
5,889,238
5,933,674
6,119,902
758,713
338,162
-
(606,562)
6,610,215
6,637,514
Consolidated Consolidated
28 Aug 20 to
30 Jun 21
30 Jun 22
(2,863)
(2,639,420)
(1,252)
(606,562)
Reconciliation of depreciation and amortisation to the
consolidated income statement
Depreciation
Land and buildings
Plant and equipment
Amortisation
Mine properties
Total
(711,108)
(1,318,922)
(1) Right of use assets totaling $10,810 have been included within balance
(4,138,191)
(6,780,474)
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 Group and the cost of the item can be measured reliably.
All other repairs and maintenance are charged to the consolidated
income statement during the financial period in which they are
incurred.
Depreciation of assets is calculated using the straight line method to
allocate the cost or revalued amounts, net of residual values, over
their estimated useful lives. Where the carrying value of an asset is
less than its estimated residual value, no depreciation is charged.
Residual values and useful lives are reviewed, and adjusted if
appropriate, at each balance sheet date.
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 disposal are determined by comparing proceeds
with the carrying amount. These gains and losses are included in the
consolidated income statement when realised.
The Group’s leasing activities
The Group leases offices, warehouses, equipment and vehicles as
part of its operational requirements. Contracts are typically made
for fixed periods of 6 months to 5 years, but may have extension
options as described below.
Contracts may contain both lease and non-lease components. The
group allocates the consideration in the contract to the lease and
non-lease components based on their relative stand-alone value. As
a Lessee the Group will individually access single lease components.
Lease terms are negotiated on individual operational requirements
and contain a wide range of different terms and conditions. The
lease agreements do not impose any covenants other than the
security interests in the leased assets that are held by the lessor.
Leased assets are not used as security for borrowing purposes.
Accounting judgements and estimates
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and
related depreciation charges for its property, plant and equipment.
The useful lives could change significantly as a result of technical
innovations or some other event. The depreciation charge will
increase where the useful lives are less than previously estimated
lives, or technically obsolete or non-strategic assets that have been
abandoned or sold will be written off or written down.
Impairment of non-financial assets other than goodwill and other
indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets
other than goodwill and other indefinite life intangible assets at each
reporting date by evaluating conditions specific to the consolidated
entity and to the particular asset that may lead to impairment. If an
impairment trigger exists, the recoverable amount of the asset is
determined. This involves fair value less costs of disposal or value-in-
use calculations, which incorporate a number of key estimates and
assumptions.
Page | 29
Notes to the Financial Report
7 Mine properties
Non-current
Mine properties
At beginning of the period
Acquired
mine
(Centennial Mining)
Additions
Amortisation for the period
At end of the period
properties
Consolidated Consolidated
2021
-
7,174,002
2022
7,456,645
-
4,084,741
(4,138,191)
7,403,195
993,751
(711,108)
7,456,645
Mine properties
Mine development expenditure represents the acquisition cost
and/or accumulated exploration, evaluation and development
expenditure in respect of areas of interest in which mining has
commenced.
When further development expenditure is incurred in respect of a
mine, after the commencement of production, such expenditure is
carried forward as part of the mine development only when
substantial future economic benefits are established, otherwise such
expenditure is classified as part of production and expensed as
incurred.
Mine development costs are deferred until commercial production
commences, at which time they are amortised on a unit-of-
production basis over mineable reserves. The calculation of
amortisation takes into account future costs which will be incurred
to develop all the mineable reserves. Changes to mineable reserves
are applied from the beginning of the reporting period and the
amortisation charge is adjusted prospectively from the beginning of
the period.
Accounting judgements and estimates
The Group applies the units of production method for amortisation
of its life of mine specific assets, which results in an amortisation
charge proportional to the depletion of the anticipated remaining
life of mine production. Amortisation has been based on indicated
resource estimates. These calculations require the use of estimates
and assumptions in relation to reserves, metallurgy and the
complexity of future capital development requirements; changes to
these estimates and assumptions will impact the amortisation
charge in the consolidated income statement and asset carrying
values.
Impairment of assets
All asset values are reviewed at each reporting date to determine
whether there is objective evidence that there have been events or
changes in circumstances that indicate that the carrying value may
not be recoverable. Where an indicator of impairment exists, a
formal estimate of the recoverable amount is made. An impairment
loss is recognised for the amount by which the carrying amount of
an asset or a cash generating unit (‘CGU’) exceeds the recoverable
amount. Impairment losses are recognised in the consolidated
income statement.
The Group assesses impairment of all assets at each reporting date
by evaluating conditions specific to the Group and to the particular
assets that may lead to impairment.
The identified CGU of the Group is: Centennial Mining. The carrying
value of all CGUs are assessed when an indicator of impairment is
identified using fair value less costs of disposal (‘Fair Value’) to
calculate the recoverable amount.
When required by an indicator of impairment, fair Value is
determined as the net present value of the estimated future cash
flows. Future cash flows are based on life-of-mine plans using
market based commodity price quantities of ore reserves, operating
KAISER REEF LIMITED 2022
costs and future capital expenditure. Costs to dispose have been
estimated by management.
Accounting judgements and estimates - Impairment
Significant judgements and assumptions are required in making
estimates of Fair Value. The CGU valuations are subject to variability
in key assumptions including, but not limited to: long-term gold
prices, currency exchange rates, discount rates, production,
operating costs, future capital expenditure and permitting of new
mines. An adverse change in one or more of the assumptions used
to estimate Fair Value could result in a reduction in a CGU’s
recoverable value. This could lead to the recognition of impairment
losses in the future.
At 30 June 2022, the Group determined that there were no
indicators of impairment for the Centennial Mining cash generating
unit due to strong spot gold and consensus forecast prices at 30 June
2022, existing long life mining at A1 mine and further development
of resources, together with the relatively low carrying value to
recover.
Ore Reserves
The Group determines and reports Ore Reserves under the 2012
edition of the Australian Code for Reporting of Mineral Resources
and Ore Reserves, known as the JORC Code. The JORC Code requires
the use of reasonable investment assumptions to calculate reserves.
Due to the fact that economic assumptions used to estimate
reserves change from period to period, and geological data is
generated during the course of operations, estimates of reserves
may change from period to period.
Accounting judgements and estimates– Ore Reserves
Reserves are estimates of the amount of gold product that can be
economically extracted from the Group’s properties. In order to
calculate reserves, estimates and assumptions are required about a
range of geological, technical and economic factors, including
quantities, grades, production
rates,
production costs, future capital requirements, short and long term
commodity prices and exchange rates.
techniques,
recovery
Estimating the quantity and/or grade of reserves requires the size,
shape and depth of ore bodies to be determined by analysing
geological data. This process may require complex and difficult
geological judgements and calculations to interpret the data.
Changes in reported reserves may affect the Group’s financial results
and financial position in a number of ways, including:
• Asset carrying values may be impacted due to changes in
estimated future cash flows.
• The recognition of deferred tax assets.
• Depreciation and amortisation charged in the consolidated
income statement may change where such charges are
calculated using the units of production basis.
• Capital development deferred in the balance sheet or charged in
the consolidated income statement may change due to a
revision in the development amortisation rates.
• Decommissioning, site restoration and environmental provisions
in estimated reserves affect
may change where changes
expectations about the timing or cost of these activities.
Page | 30
Notes to the Financial Report
8
Exploration and evaluation
Non-current
At beginning of the period
Acquired exploration (Centennial
Mining)
Additions
Impairment expense*
At end of the period
Consolidated Consolidated
2021
-
2,840,415
2022
-
2,646,907
(311,288)
5,176,034
2,352,796
487,619
-
2,840,415
Commitments for exploration
2022
2021
minimum
In order to maintain rights of
tenure to mining tenements for
the next financial year, the Group
is committed to tenement rentals
and
exploration
in terms of the
expenditure
requirements of
the relevant
government mining departments
in Australia. This requirement will
continue for future years with the
upon
amount
tenement holdings.
dependent
1,281,190
1,168,690
KAISER REEF LIMITED 2022
Exploration and evaluation expenditure incurred is accumulated in
respect of each identifiable area of interest. These costs are only
carried forward to the extent that the Group holds current rights to
tenure and the costs are expected to be recouped through the
successful development of the area or where activities in the area
have not yet reach a stage that permits reasonable assessment of
the existence of economically recoverable reserves.
Exploration and evaluation expenditure consists of an accumulation
of acquisition costs and direct exploration and evaluation costs
incurred, together with an allocation of directly related overhead
expenditure.
A regular review is undertaken of each area of interest to determine
the appropriateness of continuing to carry forward cost in relation
to that area of interest.
When an area of interest is abandoned, or the Directors determine
it is not commercially viable to pursue, accumulated costs in respect
of that area are written off in the period the decision is made.
Impairment expense*
On the 10 May 2022, the Group announced the divestment
discussion of its NSW Stuart town tenements to Checkmate Minerals
Limited for $25,000 deposit, 5,000,000 shares in the capital of
Checkmate Minerals Limited with a deemed issue price of $0.20 and
Deferred Consideration: On the first anniversary of the Company’s
admission to ASX, buyer is to:
Issue to KAU a total $500,000 in shares (deemed issue price per
share based on market price) OR Make a cash payment in the
amount of $500,000 by way of electronic funds prior to such date.
Given the information arising as part of the divestment discussions,
it was determined that under AASB 6 section 20(d) the carrying
amount of the exploration and evaluation asset was unlikely to be
recovered
in full from successful development or by sale.
Accordingly, the asset was subject to impairment of $311,288 to
reflect its evaluated value of $1,694,444.
Accounting judgements and estimates
Exploration and evaluation costs have been capitalised on the basis
that the consolidated entity will commence commercial production
in the future, from which time the costs will be amortised in
proportion to the depletion of the mineral resources. Key
judgements are applied in considering costs to be capitalised which
includes determining expenditures directly related to these activities
and allocating overheads between those that are expensed and
capitalised. In addition, costs are only capitalised that are expected
to be recovered either through successful development or sale of the
relevant mining interest. Factors that could impact the future
commercial production at the mine include the level of reserves and
resources, future technology changes, which could impact the cost
of mining, future legal changes and changes in commodity prices. To
the extent that capitalised costs are determined not to be
recoverable in the future, they will be written off in the period in
which this determination is made.
Page | 31
Notes to the Financial Report
9 Rehabilitation provision
Non-current
Provision for rehabilitation
Movements in Provisions
Rehabilitation
Balance at start of period
Acquired rehabilitation
(Centennial Mining)
Additions
Balance at end of period
Consolidated Consolidated
2021
2022
1,698,000
1,698,000
1,667,000
1,667,000
1,667,000
-
-
1,667,000
31,000
1,698,000
-
1,667,000
KAISER REEF LIMITED 2022
Provisions, including those for legal claims and rehabilitation and
restoration costs, are recognised when the Group has a present legal
or constructive obligation as a result of past events, it is more likely
than not that an outflow of resources will be required to settle the
obligation, and the amount has been reliably estimated. Provisions
are not recognised for future operating losses.
The Group has obligations to dismantle, remove, restore and
rehabilitate certain items of property, plant and equipment and
areas of disturbance during mining operations.
A provision is made for the estimated cost of rehabilitation and
restoration of areas disturbed during mining operations up to
reporting date but not yet rehabilitated. The provision also includes
estimated costs of dismantling and removing the assets and
restoring the site on which they are located. The provision is based
on current estimates of costs to rehabilitate such areas, discounted
to their present value based on expected future cash flows. The
estimated cost of rehabilitation includes the current cost of
contouring, topsoiling and revegetation to meet
legislative
requirements. Changes in estimates are dealt with on a prospective
basis as they arise.
There is some uncertainty as to the extent of rehabilitation
obligations that will be incurred due to the impact of potential
changes in environmental legislation and many other factors
(including future developments, changes in technology and price
increases). The rehabilitation
is remeasured at each
reporting date in line with changes in the timing and /or amounts of
the costs to be incurred and discount rates. The liability is adjusted
for changes in estimates. Adjustments to the estimated amount and
timing of future rehabilitation and restoration cash flows are a
normal occurrence in light of the significant judgments and
estimates involved.
liability
As the value of the provision represents the discounted value of the
present obligation to restore, dismantle and rehabilitate, the
increase in the provision due to the passage of time is recognised as
a borrowing cost. A large proportion of the outflows are expected
to occur at the time the respective mines are closed.
Accounting judgements and estimates
Mine rehabilitation provision requires significant estimates and
assumptions as there are many transactions and other factors that
will ultimately affect the liability to rehabilitate the mine sites.
Factors that will affect this liability include changes in regulations,
prices fluctuations, changes in technology, changes in timing of cash
flows which are based on life of mine plans and changes to discount
rates. When these factors change or are known in the future, such
differences will impact the mine rehabilitation provision in the
period in which it becomes known.
Page | 32
Notes to the Financial Report
10 Working capital
Trade and other receivables
Current
Trade receivables
Other receivables
Prepayments
Non-current
Rehabilitation Bond
Consolidated Consolidated
2021
2022
9,649
1,381,093
48,835
1,439,577
-
790,949
977,162
1,768,111
857,000
857,000
Total
2,296,577
2,625,111
KAISER REEF LIMITED 2022
Trade receivables are recognised
initially at fair value and
subsequently measured at amortised cost, less provision for
doubtful debts. Trade receivables are usually due for settlement no
more than 30 days from the date of recognition. Cash placed on
deposit with a financial institution to secure bank guarantee facilities
and restricted from use (‘restricted cash’) within the business is
disclosed as part of trade and other receivables.
Collectability of trade receivables is reviewed on an ongoing basis.
Debts which are known to be uncollectible are written off. The
amount of the provision for doubtful receivables is the difference
between the asset’s carrying amount and the present value of
estimated future cash flows, discounted at the effective interest rate.
The Group does not have material trade receivables for which there
is an expected credit loss though the consolidated income statement.
It only sells to reputable banks, refiners and commodity traders.
Other receivables are recognised at amortised cost, less any
allowance for expected credit losses.
Inventories
Current
Consumables
Ore stockpiles
Gold in circuit
Bullion on hand
Total
Consolidated Consolidated
2021
2022
864,216
569,848
746,384
-
2,180,448
841,467
424,080
590,930
362,150
2,218,627
Trade and other payables
Current
Trade payables
Other payables
Total
Consolidated Consolidated
2021
2022
2,621,652
1,343,269
3,964,921
2,545,717
472,277
3,017,994
Raw materials and consumables, ore stockpiles, gold-in-circuit and
bullion on hand are valued at the lower of cost and net realisable
value.
Cost comprises direct materials, direct labour and an appropriate
proportion of variable and fixed overhead expenditure relating to
mining activities, the latter being allocated on the basis of normal
operating capacity. Costs are assigned to individual items of
inventory on the basis of weighted average costs. Net realisable
value is the estimated selling price in the ordinary course of business,
less the estimated costs of completion and the estimated costs
necessary to make the sale.
Accounting judgements and estimates
The calculation of net realisable value (NRV) for ore stockpiles, gold
in circuit and bullion on hand involves significant judgement and
estimation in relation to timing and cost of processing, future gold
prices, exchange rates and processing recoveries. A change in any of
these assumptions will alter the estimated NRV and may therefore
impact the carrying value of inventories.
These amounts represent liabilities for goods and services provided
to the Group prior to the end of the financial year, which remain
unpaid as at reporting date. The amounts are unsecured and are
usually paid within 30 days from the end of the month of recognition.
Page | 33
Notes to the Financial Report
11 Financial risk management
Financial risk management
The Group’s management of financial risk is aimed at ensuring net
cash flows are sufficient to withstand significant changes in cash flow
under certain risk scenarios and still meet all financial commitments
as and when they fall due. The Group continually monitors and tests
its forecast financial position and has a detailed planning process
that forms the basis of all cash flow forecasting.
The Group's normal business activities expose it to a variety of
financial risk, being: market risk (especially gold price and foreign
currency risk), credit risk and liquidity risk. The Group may use
derivative instruments as appropriate to manage certain risk
exposures.
Risk management in relation to financial risk is carried out by a
centralised executive function in accordance with Board approved
directives that underpin policies and processes. The Executive
Leadership Team (and when required external consultants) assist
the Board
in relation to
forecasted risk profiles, risk issues, risk mitigation strategies and
compliance with company policy. The executive team regularly
reports the findings to the Board.
in discharging their responsibilities
(a) Market risk
Market risk is the risk that changes in market prices, such as
commodity prices, foreign exchange rates, interest rates and equity
prices will affect the Group’s income or the value of its holdings of
financial instruments, cash flows and financial position. The Group
may enter into derivatives, and also incur financial liabilities, in order
to manage market risks. All such transactions are carried out within
directives and policies approved by the Board.
(b) Currency risk
The currencies in which transactions primarily are denominated are
Australian Dollars. The Group is exposed to currency risk only to the
extent of currency fluctuation effects on gold sales and purchases of
import inventories.
(c)
Interest rate exposures
The Board manages the interest rate exposures. Any decision to
hedge interest rate risk is assessed in relation to the overall Group
exposure, the prevailing interest rate market, and any funding
counterparty requirements.
(d) Capital management
The Group’s total capital is defined as total shareholders’ funds plus
net debt. The Group aims to maintain an optimal capital structure
to reduce the cost of capital and maximise shareholder returns. The
KAISER REEF LIMITED 2022
Group has a capital management plan that is reviewed by the Board
on a regular basis.
The Group is not subject to externally imposed capital requirements
other than normal banking requirements.
(e)
Credit risk
Credit risk is the risk that a counter party does not meet its
obligations under a financial instrument or customer contract, with
a maximum exposure equal to the carrying amount of the financial
assets as recorded in the consolidated financial statements. The
Group is exposed to credit risk from its operating activities (primarily
customer receivables) and from its financing activities, including
deposits with banks and financial institutions.
Credit risks related to receivables
Based on historic rates of default, the Group believes that no
impairment has occurred with respect to trade receivables, and
none of the trade receivables at 30 June 2022 were past due.
(f)
Fair value estimation
The fair value of cash and cash equivalents and non-interest bearing
monetary financial assets and financial liabilities of the Group
approximates carrying value. The fair value of other monetary
financial assets and financial liabilities is based upon market prices.
The fair value of financial assets and financial liabilities must be
estimated for recognition and measurement, or for disclosure
purposes.
The fair value of financial instruments traded in active markets (such
as publicly traded derivatives, and trading and securities) is based on
quoted market prices at the balance sheet date. The quoted market
price used for financial assets held by the Group is the current bid
price; the appropriate quoted market price for financial liabilities is
the current ask price.
The fair value of financial instruments that are not traded in an active
market (for example, over the counter derivatives) is determined
using generally accepted valuation techniques. The Group uses a
variety of methods and makes assumptions that are based on
market conditions existing at each balance date.
The nominal value less estimated credit adjustments of trade
receivables and payables are assumed to approximate their fair
values. The fair value of financial liabilities for disclosure purposes is
estimated by discounting the future contractual cash flows at the
current market interest rate that is available to the Group for similar
financial instruments.
Page | 34
Notes to the Financial Report
11 Financial risk management (continued)
(h)
Liquidity risk
KAISER REEF LIMITED 2022
Prudent liquidity risk management requires maintaining sufficient cash and marketable securities, the availability of funding through an adequate
amount of committed credit facilities and the ability to close out market positions.
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows, and matching maturity profiles of financial assets
and liabilities. The Group undertakes sensitivity analysis to stress test the operational cash flows, which are matched with capital commitments
to assess liquidity requirements. The capital management plan provides the analysis and actions required in detail for the next twelve months
and longer term.
Fixed Interest Maturing in 2022
Financial assets
Cash and cash equivalents
Receivables
Non-current bonds
Financial liabilities
Trade and other payables
Insurance premium funding
Net financial assets
Fixed Interest Maturing in 2021
Financial assets
Cash and cash equivalents
Receivables
Non-current bonds
Financial liabilities
Trade and other payables
Right-of-use assets lease liability
Insurance premium funding
Net financial assets
Floating
Interest rate
1 year or less
Over 1 to 2
years
Over 2 to 5
years
Total
-
-
0.3%
-
-
4%
-
-
-
-
0.3%
-
-
3%
4%
-
-
6,581,919
1,439,577
-
8,021,496
3,964,921
267,836
4,232,757
3,788,739
4,787,279
1,768,111
-
6,555,390
3,017,994
11,432
269,898
3,229,324
3,256,066
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
857,000
857,000
-
-
-
857,000
-
-
857,000
857,000
-
-
-
-
857,000
6,581,919
1,439,577
857,000
8,878,496
3,964,921
267,836
4,232,757
4,645,739
4,787,279
1,768,111
857,000
7,412,390
3,017,994
11,432
269,898
3,299,324
4,113,066
Page | 35
Notes to the Financial Report
12 Net debt
Cash and cash equivalents
Cash at bank and on hand
KAISER REEF LIMITED 2022
Consolidated Consolidated
2021
4,787,279
4,787,279
2022
6,581,919
6,581,919
Cash and cash equivalents includes cash on hand, deposits and cash
at call held at financial institutions, other short term, highly liquid
investments that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes in value.
Reconciliation of loss from ordinary activities after income tax to
net cash flows from operating activities
Consolidated Consolidated
28 Aug 20 to
30 Jun 21
30 Jun 22
Loss after tax for the period
(2,262,838)
(11,806,825)
Non-cash investing and financing activities:
Year ended 30 June 2022:
• 8,000,000 options fair value at $999,792 were issued during the
period to brokers for services provided in conjunction with the
capital raising refer to note 17.
Depreciation and amortisation
Listing expense (reverse
acquisition)
Non-cash expenses associated
with acquisition
Equity settled share-based
payments
Impairment expense
Change in operating assets and
liabilities
6,780,474
1,318,992
Period ended 30 June 2021:
-
-
5,637,309
1,873,979
• 2,700,000 and 415,523 shares were issued during the period to
brokers and advisors respectively, for services provided in
conjunction with the acquisition transactions as disclosed in
Notes 1 and 16.
149,947
311,288
270,661
• Advisors also were also granted 1,344,800 options as disclosed
-
in Note 16.
Receivables and prepayments
328,534
(807,679)
Inventories
Other assets
Trade creditors and payables
Provisions and other liabilities
Net cash outflows from operating
activities
38,179
(1,094,417)
(80,750)
946,926
(22,553)
786,481
(566,240)
1,367,900
5,645,520
(2,476,152)
Interest bearing liabilities
Current
Secured
Lease liabilities
Insurance premium funding
Total current
Consolidated Consolidated
2021
2022
-
267,836
267,836
11,432
269,898
281,330
Loss before income tax includes the following specific expenses:
Finance Costs
Interest paid/payable
Consolidated Consolidated
28 Aug 20 to
30 Jun 21
30 Jun 22
23,956
23,956
15,314
15,314
o 2,700,000 and 415,523 shares were issued during the period to
brokers and advisors respectively, for services provided in
conjunction with the acquisition transactions as disclosed in
Notes 1 and 16.
o Advisors also were also granted 1,344,800 options as disclosed
in Note 16.
Borrowings are initially recognised at fair value, net of transaction
costs incurred. Borrowings are subsequently measured at amortised
cost. Any difference between the proceeds (net of transaction costs)
and the redemption amount is recognised in the consolidated
income statement over the period of the borrowings using the
effective interest method. Fees paid on the establishment of loan
facilities, which are not incremental costs relating to the actual draw
down of the facility, are recognised as prepayments and amortised
on a straight line basis over the term of the facility.
Loans to Directors and their related parties
No loans have been made to any Directors or any of their related
parties during this year. There were no further transaction with
Directors including their related parties other than those disclosed
in note 20.
Page | 36
Notes to the Financial Report
13 Parent entity disclosures
14 Controlled entities
KAISER REEF LIMITED 2022
The consolidated financial statements incorporate the assets,
liabilities and results of the following subsidiaries in accordance with
the accounting policy on consolidation.
Except as noted below, all subsidiaries are 100% owned at 30 June
2021 and 30 June 2022.
Parent entity
Kaiser Reef Limited
Subsidiaries of Kaiser Reef Ltd
Golden River Resources Pty Ltd
Chase Metals Pty Ltd
Country of
Incorporation
Australia
Australia
Australia
Subsidiaries of Golden River Resources Ltd
Centennial Mining Limited(1)
Australia
Subsidiaries of Centennial Mining Ltd
Maldon Resources Pty Ltd(2)
Australia
(1) On 12 August 2022 after the reporting date, Centennial Mining limited
change company type from a limited to proprietary limited and company
name to Kaiser Reef Mining Pty Ltd.
As at, and throughout, the financial year ended 30 June 2022, the
parent company of the Group was Kaiser Reef Limited.
Financial statements
Result of the parent entity
Loss after tax for the year
Total comprehensive loss
for the year
Parent Entity
1 Jul 21 to
30 Jun 22
1 Jul 20 to
30 Jun 21
(2,263,838)
(11,492,632)
(2,263,838)
(11,492,632)
Financial position of the
parent entity
Current assets
Total assets
30 June
2022
5,802,872
23,467,213
30 June
2021
4,339,200
20,338,592
Current liabilities
Total liabilities
(657,388)
(657,388)
(167,831)
(167,831)
Total equity of the parent
entity comprising:
Share capital
Reserves
Accumulated losses
Total equity
35,431,839
1,447,649
(14,069,663)
22,809,825
31,499,826
477,760
(11,806,825)
20,170,761
Transactions with entities in the wholly-owned group
Kaiser Reef Limited is the parent entity in the wholly-owned group
comprising the Company and its wholly-owned subsidiaries. It is the
Group’s policy that transactions are at arm’s length.
Net loans payable to the Company amount to a net payable of
$7,814,980 (2021: $5,304,121).
Balances and transactions between the Company and
its
subsidiaries, which are related parties of the Company, have been
eliminated on consolidation.
Page | 37
Notes to the Financial Report
15 Employee benefit expenses and other
provisions
Expenses
Employee related expenses
Wages and salaries
Retirement benefit obligations
Equity settled share-based
payments
Consolidated Consolidated
28 Aug 20 to
30 Jun 21
30 Jun 22
8,647,947
889,299
3,212,357
259,945
149,947
9,687,193
263,705
3,736,007
Key management personnel
Short term employee benefits
Post-employment benefits
Leave
Share-based payments
Other provisions
Current
Employee benefits – annual leave
Employee benefits – long service
leave
Other provisions
Non-current
Employee benefits - long service
leave
Consolidated Consolidated
1 Jul 20 to
30 Jun 21
447,515
28,804
27,676
281,004
784,999
1 Jul 21 to
30 Jun 22
744,099
69,369
46,531
(3,971)
856,028
Consolidated Consolidated
2021
2022
509,336
73,635
386,048
74,677
-
582,971
740,0001
1,200,725
248,294
227,781
248,294
227,781
1Provision for stamp duty associated with the acquisition of
Centennial Mining Limited. Refer to Note 3.
KAISER REEF LIMITED 2022
Wages and salaries, and annual leave
Liabilities for wages and salaries, including non-monetary benefits
and annual leave expected to be paid within 12 months of the
reporting date, are recognised in other payables in respect of
employees' services up to the reporting date and are measured at
the amounts expected to be paid, including expected on-costs, when
the liabilities are settled.
Retirement benefit obligations
Contributions to defined contribution funds are recognised as an
expense as they are due and become payable. The Group has no
obligations in respect of defined benefit funds.
Equity settled share-based payments
Performance rights issued to employees are recognised as an
expense by reference to the fair value of the equity instruments at
the date at which they are granted. Refer to Note 16 for further
information.
Executive incentives
Senior executives may be eligible for short term incentive payments
(“STI”) subject to achievement of key performance indicators,
approved by the Board of Directors. The Group recognises a liability
and an expense for STIs in the reporting period during which the
service is provided by the employee.
Disclosures relating to Directors and key management personnel are
included within the Remuneration Report, with the exception of the
table opposite.
Employee related and other provisions are recognised when the
Group has a present legal or constructive obligation as a result of
past events, it is more likely than not that an outflow of resources
will be required to settle the obligation, and the amount has been
reliably estimated.
Where there are a number of similar obligations, the likelihood that
an outflow will be required in settlement is determined by
considering the class of obligations as a whole. A provision is
recognised even if the likelihood of an outflow with respect to any
one item included in the same class of obligations may be small.
Long service leave
The liability for long service leave is recognised in the provision for
employee benefits and measured as the present value of expected
future payments to be made, plus expected on-costs, in respect of
services provided by employees up to the reporting date.
Consideration is given to the expected future wage and salary levels,
experience of employee departures and periods of service. Expected
future payments are discounted with reference to market yields on
corporate bonds with terms to maturity and currency that match, as
closely as possible, the estimated future cash outflows.
Page | 38
Notes to the Financial Report
16 Share-based payments Reserve
Details
Opening balance
Value of options and rights vested during the period
Closing balance
KMP Performance Rights
KAISER REEF LIMITED 2022
Consolidated
2022
477,760
969,889
1,447,649
Consolidated
2021
-
477,760
477,760
The Group provides benefits to KMP of the Group in the form of share-based payments, whereby employees render services in exchange for
shares or rights over shares (equity-settled transactions). The cost of these equity-settled transactions with employees is measured by reference
to the fair value of the equity instruments at the date at which they are granted. Accounting standards preclude the reversal through the
consolidated income statement of amounts which have been booked in the share based payments reserve for performance rights, and which
satisfy service conditions but do not vest due to market conditions.
Set out below are summaries of rights granted to KMP in the current year under the Kaiser Limited Performance Rights Plan to be approved by
shareholder's:
Consolidated 2022
Grant Date
Expiry Date
Fair value
07 Oct 2022
07 Oct 2022
07 Oct 2023
07 Oct 2023
01 Feb 2022
01 Feb 2022
01 Feb 2024
01 Feb 2024
07 Oct 2021
07 Oct 2021
07 Oct 2021
07 Oct 2021
01 Feb 2022
01 Feb 2022
01 Feb 2022
01 Feb 2022
17 Nov 2021 10 Feb 2022(1)
08 Feb 2021
17 Nov 2021 10 Aug 2023(1)
08 Feb 2021
Total
01 Feb 2023
08 Sep 2024
$0.235
$0.235
$0.235
$0.079
$0.205
$0.205
$0.205
$0.079
$0.21
$0.42
$0.079&$0.21
$0.29&$0.42
Consolidated 2021
Grant Date
Expiry Date
Fair value
17 Nov 2021 10 Feb 2022(1)
08 Feb 2021
01 Feb 2023
$0.21
$0.42
17 Nov2021
10 Aug 2023(1)
$0.079&$0.21
08 Feb 2021
08 Sep 2024
$0.29&$0.42
Balance at
start of the
period
(Number)
-
-
-
-
-
-
-
-
150,000
200,000
200,000
200,000
750,000
Balance at
start of the
period
(Number)
-
-
-
-
Granted
during the
period
(Number)
150,000
150,000
100,000
100,000
120,000
120,000
80,000
80,000
-
-
-
-
900,000
Granted
during the
period
(Number)
150,000
200,000
200,000
200,000
Vested during
the period
(Number)
(150,000)
-
-
-
(120,000)
-
-
-
-
(100,000)
-
-
(370,000)
Expired
during the
period
(Number)
-
-
-
-
-
-
-
-
(150,000)
-
-
-
(150,000)
Balance at
end of the
period
(Number)
-
150,000
100,000
100,000
-
120,000
80,000
80,000
-
100,000
200,000
200,000
1,130,000
Exercisable
at end of the
year
(Number)
-
-
-
-
-
-
-
-
-
-
-
-
-
Vested during
the period
(Number)
-
Expired
during the
period
(Number)
-
-
-
-
-
-
-
Balance at
end of the
period
(Number)
150,000
200,000
200,000
200,000
Exercisable
at end of
the year
(Number)
-
-
-
-
-
Total
(1) Mr Howe’s options were approved by shareholders at the AGM on the 17 November 2021. The provisional fair value of $93,710 was reversed and replaced
-
750,000
750,000
-
-
with the fair value of $27,443 on approval date
Page | 39
KAISER REEF LIMITED 2022
Notes to the Financial Report
16 Share-based payments Reserve (continued)
Valuation of Performance Rights at Grant Date
During the period the Group did not granted further rights to KMP.
During the current year, 900,000 performance rights were granted to employees, valued at the share price of grant date as set out in the previous
table. These rights are subject to achievement of various non-market performance hurdles. During the current year, 270,000 rights vested. The
remaining 630,000 remain unvested at year-end.
The below table discloses the valuation of KMP rights granted in the prior year, including the revaluation of rights for Stewart Howe following
shareholder approval at the AGM 14 November 2021:
Stewart Howe
Tranche
A
B
C
D
Total
Value Per
Right(4)
$0.21
$0.21
$0.079
$0.21
Number of Rights
Granted
75,000(1)
75,000(1)
100,000
100,000(5)
350,000
Total Value*
Valuation Methodology
15,750
15,750
$7,900
$21,000
$60,400
Share price at grant date
Share price at grant date
Trinomial pricing model**
Share price at grant date
Andy Tran
Tranche
Total Value*
Valuation Methodology
A
B
C
D
Total
Value Per
Right
$0.42
$0.42
$0.29
$0.42
Number of Rights
Granted
100,000(2)
100,000(3)
100,000
100,000(5)
400,000
(1) Rights lapsed on the 10 February 2022
(2) Due to Covid 19 disruption the Board has allow for the rights to be extended to 1 February 2023, these rights have vested in the 2022 year
(3) Due to Covid 19 disruption the Board has allow for the rights to be extended to 1 February 2023 and 0% probability has been applied at 30 June 2022
(4) Rights were granted to Mr Howe on 10 February 2021 and approved at the AGM 17 Nov 2021. The above table reflects the final valuation at date of
Share price at grant date
Share price at grant date
Trinomial pricing model**
Share price at grant date
$42,000
$42,000
$28,980
$42,000
$154,980
shareholder approval.
(5) The probability of achievement of Tranche D rights has been applied at 30 June 2022 is 100%.
*The holder must be an employee of the Company in order for the rights to vest on achievement of the relevant performance hurdles.
Accordingly, the total value of rights at grant date has been vested over the relevant performance period.
**Tranche C rights include a market based vesting hurdle linked to the market capitalisation of the Group valued with reference to a trinomial
pricing model with the following inputs:
Description
Underlying share price ($)
Exercise price ($)
Grant date
Performance measurement period
Share price barrier ($)
Volatility (%)
Risk-free rate (%)
Value per right ($)
Total value of rights granted
Total value of rights provisional granted
True up of fair value of rights in 2022
Input
Stewart Howe
0.21
Nil
17 November 2021
1.72 years
1.068
100
0.575
0.079
$7,900
$28,980
($20,990)
Input
Andy Tran
0.42
Nil
8 February 2021
2.5 years
1.305
100
0.11
0.29
$28,980
N/A
N/A
The weighted average remaining contractual life of performance rights outstanding at the end of the year was 2.08 years. Conditions associated
with rights granted during the period ended 30 June 2021 included:
i.
ii.
iii.
iv.
Rights are granted for no consideration. The vesting of rights granted in 2021 is subject to set key performance objectives to be achieved.
Performance rights do not have an exercise price.
Any performance right which does not vest will lapse.
Grant date varies with each issue.
Page | 40
Notes to the Financial Report
16 Share-based payments Reserve (continued)
Performance Rights – Vesting Conditions
Tranche
Performance
Period
Performance Hurdle
A
B
C
D
12 months from
appointment(1)
12 months from
appointment(1)
30 months from
appointment
30 months from
appointment
Rights vest into shares when A1 Mine operations reaches and maintains a production
profile of 5,000 t/month or more over a 3 rolling month period and during that period
the Company’s mining and treatment operations are cash flow positive.
Rights vest into shares when the Company increases utilisation its gold processing
facility in excess of 60% of nameplate (nameplate 150,000 tonnes p.a.) for a three-
month period and during that period the Company’s mining and treatment
operations are cash flow positive,
Rights vest into shares when the Company reaches a market capitalisation of $150
million (over a 5 day VWAP period).
Rights vest into shares when the Company operates the Maldon Process plant at 90%
of nameplate capacity (nameplate 150,000 tonnes p.a.) for a 6 month period and
during that period the Company’s mining and treatment operations are cash flow
positive.
(1) Andy Tran’s tranche A and B rights were extended during the year allowing achievement by 1 February 2023.
KAISER REEF LIMITED 2022
Probability Applied
N/A – vested / lapsed
0%
N/A – market hurdle
100%
Movement in unlisted options on issue
Outstanding at the beginning of the year
Issued during the year
Expired or lapsed during the year
Exercised during the year
Outstanding at the end of the year
2022
12,994,800
8,000,000
-
-
20,994,800
2021
10,750,000
2,244,800
-
-
12,994,800
Valuation of Options at Grant Date
During the prior period the Group granted the following options, which vested immediately and were valued at grant date with reference to a
Black Scholes valuation model with the following inputs:
Advisor
Number of options
Grant date
Grant date share price
Exercise price
Volatility
Risk free rate (%)
Term (in years)
Fair value per option ($)
Total fair value
Total value of options provisional granted
True up of fair value of options in 2022
(1) The options granted on 8 February 2021 were approved by shareholders at the AGM 17 November 2021.
1,344,800
20/01/2021
0.30
0.50
100
0.3
3
0.15
207,099
N/A
N/A
KMP
tranche 1(1)
200,000
8/02/2021
0.21
0.52
100
0.95
2.3
0.072
14,368
48,064
(33,969)
KMP
tranche 2(1)
200,000
8/02/2021
0.21
0.60
100
0.95
2.3
0.065
13,075
45,646
(32,571)
KMP
tranche 3
250,000
8/02/2021
0.42
0.52
100
0.11
3
0.24
60,080
N/A
N/A
KMP
tranche 4
250,000
8/02/2021
0.42
0.60
100
0.11
3
0.23
57,057
N/A
N/A
Page | 41
Notes to the Financial Report
Expenses arising from share based payment transactions
Total expenses arising from equity settled share based payment
transactions recognised during the year were as follows:
Consolidated
30 Jun 2022
Consolidated
28 Aug 20 to
30 Jun 21
Advisor options for prior
year (acquisition expense)
KMP options
KMP performance rights
Shares granted to
employee as remuneration
during the current year
Rights vesting expense in
relation to performance
rights granted in the
current year
Reversal of expense in
relation to true-up of KMP
options and performance
rights upon shareholder
approval
Reversal of lapsed rights
previously recognised share
based payment expense of
KMP
Reversal of previously
recognised share based
payment expense due
hurdle achievement
probabilities
Shares granted to KMP
Total share based payment
expense
-
-
70,030
78,000
75,929
(72,718)
(24,164)
(13,118)
36,000
207,099
210,847
59,814
-
-
-
-
-
-
149,959
477,760
Equity-settled share-based compensation benefits are provided to
employees. Equity-settled transactions are awards of shares, or
options over shares, that are provided to employees in exchange for
the rendering of services.
The cost of equity-settled transactions are measured at fair value on
grant date. Fair value is determined using either the Trinomial or
Black-Scholes option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the
share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk free
interest rate for the term of the option, together with non-vesting
conditions that do not determine whether the consolidated entity
receives the services that entitle the employees to receive payment.
No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense
with a corresponding increase in equity over the vesting period. The
cumulative charge to profit or loss is calculated based on the grant
date fair value of the award, the best estimate of the number of
awards that are likely to vest and the expired portion of the vesting
period.
The amount recognised in profit or loss for the period is the
cumulative amount calculated at each reporting date less amounts
already recognised in previous periods.
Market conditions are taken into consideration in determining fair
value. Therefore any awards subject to market conditions are
considered to vest irrespective of whether or not that market
condition has been met, provided all other conditions are satisfied.
KAISER REEF LIMITED 2022
If equity-settled awards are modified, as a minimum an expense is
recognised as if the modification has not been made. An additional
expense is recognised, over the remaining vesting period, for any
modification that increases the total fair value of the share-based
compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated
entity or employee, the failure to satisfy the condition is treated as
a cancellation. If the condition is not within the control of the
consolidated entity or employee and is not satisfied during the
vesting period, any remaining expense for the award is recognised
over the remaining vesting period, unless the award is forfeited. If
equity-settled awards are cancelled, it is treated as if it has vested
on the date of cancellation, and any remaining expense is recognised
immediately. If a new replacement award is substituted for the
cancelled award, the cancelled and new award is treated as if they
were a modification.
Other Share Based Payments
During the year 6,000,000 and 2,000,000 options were issued to
brokers and advisors for services provided in conjunction with the
capital raising. These options were valued at $774,575 and $225,217
respectively, based on the Black Scholes options pricing model and
recognised as a reduction of equity as a cost of raising capital.
Description
Underlying share price ($)
Exercise price ($)
Grant date
Performance measurement
period
Volatility (%)
Risk-free rate (%)
Value per right ($)
Total value of rights
granted
Input
0.228
0.30
03 September
2022
3 years
Input
0.21
0.30
17 November
2022
3 years
100
0.19
0.129
$774,575
100
0.95
0.113
$225,217
During the year 200,000 shares were provisionally awarded to
Stewart Howe, subject to shareholder approval. These shares were
valued at $36,000 based on the closing share price at 13 May 2022
of $0.18.
Accounting judgements and estimates
Share-based payment transactions
The consolidated entity measures the cost of equity-settled
transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair
value is determined by using either a Black-Scholes model or
Trinomial Pricing Model, taking into account the terms and
conditions upon which the
instruments were granted. The
accounting estimates and assumptions relating to equity-settled
share-based payments would have no impact on the carrying
amounts of assets and liabilities within the next annual reporting
period but may impact profit or loss and equity.
Where performance rights are subject to vesting conditions,
Management has formed judgments around the likelihood of vesting
conditions being met.
Page | 42
KAISER REEF LIMITED 2022
Notes to the Financial Report
17 Contributed equity
Details
Number of
shares
$
Opening balance 30 June 2021
114,898,877
31,499,826
Share placement
10,000,000
2,000,000
1:8 rights issue to shareholders
15,612,360
3,123,272
Share issue fees
Share issue fees via Options
-
-
(371,317)
(999,792) (1)
19 Events occurring after the balance sheet date
The Directors are not aware of any matter or circumstance that has
arisen since the end of the financial year that, in their opinion, has
significantly affected or may significantly affect in future years the
Company’s or the Group’s operations, the results of those
operations or the state of affairs, except as described in this note.
On 21 July 2022 Kaiser Reef Limited announced:
• A Mineral Resource Estimate of 1.2 Mt at 4.4 g/t gold (Inferred)
Vesting of performance rights
370,000
101,850
for 186,656 ounces of gold; and
Shares issued to employees as
remuneration for services performed
400,000
78,000
35,431,839
Closing balance 30 June 2022
(1) 6,000,000 and 2,000,000 options were issued to brokers and advisors for
services provided in conjunction with the capital raising, refer note 16.
141,281,237
Contributed equity
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares and performance rights are
recognised as a deduction from equity, net of any tax effects.
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the
proceeds on winding up of the Company in proportion to the number
of and amounts paid on the shares held. On a show of hands every
holder of ordinary shares present at a meeting in person or by proxy,
is entitled to one vote, and upon a poll each share is entitled to one
vote.
18 Remuneration of auditors
During the year the following fees were paid or payable for services
provided by BDO Audit (WA) Pty Ltd, the auditor of the parent entity,
and its related practices:
Consolidated
2022
103,500
Consolidated
2021
57,500
43,099
41,645
-
14,420
116,849
113,565
BDO Audit (WA) Pty Ltd -
Audit and Review of the
Consolidated Financial Report
Non-audit services
BDO Corporate Tax (WA)
-
Ltd
Taxation
Pty
consulting services
BDO Corporate Finance
(WA) Pty Ltd – Investigating
Accounting Report
Total remuneration for audit
and non-assurance related
services
The above information stated covers the full financial year ended 30
June 2022.
• An Exploration Target of 1.75 to 2.7Mt at between 3 g/t gold and
4 g/t gold for between 165,000 ounces of gold to 345,000 ounces
of gold at its wholly owned Maldon site.
The Maldon gold project has extensive existing infrastructure and
capital, existing mine permitting and a wholly owned processing
plant within a 3km proximity currently operating profitably well
below capacity.
On the 9 September 2022 Kaiser Reef Limited the company has
commenced engineering work used for the scoping and other
technical/planning studies for the potential development of a
second gold mining operation at Maldon. Continued exploration and
infill drilling targeting increasing the resource size and confidence
are also proposed and will be initiated following the results obtained
from the engineering work.
On 11 August 2022, 250,000 unlisted options exercisable at $0.40
issued to consultants expired.
On the 07 September 2022, 750,000 unlisted options exercisable at
$0.30 and expiring 05 September issued to consultants were issued
to Euro Equity Group for services relating to share marketing to the
European markets.
20 Related party transactions
Transaction between related parties are on commercial terms and
conditions, no more favourable than those available to otherwise
stated.
The below information stated covers the full financial year ended 30
June 2022.
Mining Corporate Pty Ltd – related party to David Palumbo, resigned
5 July 2021, there was not related party transaction during the 5
days.$187,913 was charged by Mining Corporate Pty Ltd for the
comparative year ended 30 June 2021.
Total outstanding to Mining Corporate Pty Ltd for the transition
facilitation
secretarial, accounting and
bookkeeping services during the current year was nil and $15,619 for
the comparative year ended 30 June 2021.
company
services,
Kingwest Resources Ltd – related party to A Byass and J Downes
Shared office facility arrangement during the year.
Total for the current year: $46,268 was charged by Kingwest
Resources Ltd with an outstanding amount of $3,355 payable at 30
June 2022.
Refer to Note 15 for details of KMP remuneration.
Refer to Note 16 for details of share based payments granted in the
current year to KMP.
Page | 43
Notes to the Financial Report
21 Contingencies
The Directors are not aware of any contingencies for the year ending
30 June 2022.
22 Basis of preparation
Basis of measurement
The consolidated financial statements have been prepared on the
historical cost basis, except for the following material items:
• Share based payment arrangements are measured at fair value.
Principles of consolidation - Subsidiaries
The consolidated financial statements incorporate the assets and
liabilities of all subsidiaries of Kaiser Reef Limited as at 30 June 2022
(comparatives: 30 June 2021) and the results of all subsidiaries for
the year ending 30 June 2022 (comparatives: period from 28 August
2020 to 30 June 2021) as disclosed in Note 1.
Subsidiaries are all those entities (including special purpose entities)
over which the Group has the power to govern the financial and
operating policies, and as a result has an exposure or rights to
variable returns, generally accompanying a shareholding of more
than one-half of the voting rights. The existence and effect of
potential voting rights that are currently exercisable or convertible
are considered when assessing whether the Group controls another
entity. Subsidiaries are consolidated from the date on which control
commences until the date control ceases.
Intercompany transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence
of the impairment of the asset transferred. Accounting policies of
subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Critical accounting judgement and estimates
The preparation of consolidated financial statements in conformity
with AASB and IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amount of assets, liabilities, income and
expenses. Actual results may differ from these estimates. The
estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised and in any future periods affected.
Going Concern
This report is prepared on a going concern basis, which assumes the
continuity of normal business activity and the realisation of assets
and settlement of liabilities in the normal course of business.
For the year ended 30 June 2022 the Group recorded a loss of
$2,262,840 (2021: a loss of $11,806,825), net cash inflows from
operating activities of $5,645,520 (2021: net cash outflows from
operating activities of $2,476,152) and a closing cash balance of
$6,581,919 (2021: closing cash balance of $4,787,279).
The Group has forecasted positive cash flow from operating
activities in the next 12 months. The Directors have assessed the
cash flow requirements for the 12 month period from the date of
approval of the financial statements and its impact on the Group and
believe there will be sufficient funds to meet the Group’s working
capital requirements.
KAISER REEF LIMITED 2022
23 Accounting standards
New Standards adopted
The accounting policies applied by the Group in this 30 June 2022
consolidated financial report are consistent with Australian
Accounting Standards. All new and amended Australian Accounting
Standards and interpretations mandatory as at 1 July 2021 to the
group have been adopted and have not had a material impact upon
recognition.
The consolidated financial statements incorporate the assets and
liabilities of all subsidiaries of Kaiser Reef Limited as at 30 June 2022
(comparatives: 30 June 2021) and the results of all subsidiaries for
the year ending 30 June 2022 (comparatives: period from 28 August
2020 to 30 June 2021) as disclosed in Note 1.
New Accounting Standards and Interpretations not yet mandatory
or early adopted
Australian Accounting Standards and Interpretations that have
recently been issued or amended but are not yet mandatory, have
not been early adopted by the consolidated entity for the annual
reporting period ended 30 June 2022. The consolidated entity has
not yet assessed the impact of these new or amended Accounting
Standards and Interpretations.
Critical accounting judgement and estimates
The preparation of consolidated financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expenses. Actual
results may differ from these estimates.
Page | 44
Financial Report
Directors’ declaration
1
In the opinion of the directors of Kaiser Reef Limited (the Company):
KAISER REEF LIMITED 2022
(a)
the consolidated financial statements and notes that are contained in pages 16 to 44 and the remuneration report in the
Directors’ report, set out on pages 9 to 13, are in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance for the financial
year ended on that date; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(iii)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
2
3
The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the executive director and
chief financial officer for the financial year ended 30 June 2022.
The directors draw attention to page 14 of the consolidated financial statements, which includes a statement of compliance with
International Financial Reporting Standards.
Signed in accordance with a resolution of the Directors:
Jonathan Downes
Executive Director
Perth
30 September 2022
Page | 45
Financial Report
Auditor opinion
KAISER REEF LIMITED 2022
Page | 46
Financial Report
KAISER REEF LIMITED 2022
Page | 47
Financial Report
KAISER REEF LIMITED 2022
Page | 48
Financial Report
KAISER REEF LIMITED 2022
Page | 49
KAISER REEF LIMITED 2022
SHARE REGISTRY
Automic registry Pty Ltd
Level 2, 267 St Georges Terraces
Perth WA 6000
AUDITOR
BDO Audit (WA) Pty Ltd
Level 9, Mia Yellagonga Tower
5 Spring Street
WA 6000, AUSTRALIA
REGISTERED OFFICE
Level 8, 216 St Georges Terrace
Perth WA 6000
Financial Report
Corporate Directory
BOARD OF DIRECTORS
A Byass
J Downes
S Howe
Non-Executive Chairman
Executive Director
Executive Director
COMPANY SECRETARY
A Tabakovic
S Brockhurst
PRINCIPAL PLACE OF BUSINESS
Unit 3, Churchill Court
335 Hay Street
Subiaco WA 6008
Telephone: +61 8 9481 0389
Email: admin@kaiserreef.com.au
Website: www.kaiserreef.com.au
STOCK EXCHANGE LISTING
Shares in Kaiser Reef Limited are quoted on the Australian
Securities Exchange
Ticker Symbol: KAU
Page | 50
Financial Report
KAISER REEF LIMITED 2022
Additional information for public listed companies
Schedule of Tenement
Project
Tenement Number
Location of Tenement
EL8491
EL8592
EL9203
EL9198
EL9199
MIN5294
MIN5146
MIN5529
MIN5528
EL7029
New South Wales
New South Wales
New South Wales
New South Wales
New South Wales
Victoria
Victoria
Victoria
Victoria
Victoria
Stuart Town
A1
Maldon
ASX Share Information
Status
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Applied
Beneficial
Interest
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
The following additional information is required by the Australian Securities Exchange Ltd in respect of listed public companies only. The
information is current as at 21 September 2022.
1.
a.
(i)
Shareholding
Distribution of Shareholders
Ordinary share capital
- 141,281,237 fully paid shares held by 1,109 shareholders. All issued ordinary share carry one vote per share and carry the rights to
dividends.
Category (size of holding)
1 - 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Class of Equity Security
Number of Holders
32
Fully Paid Ordinary Shares
5,783
219
171
478
209
1,109
629,648
1,343,097
18,741,218
104,949,896
141,281,237
b.
c.
The number of shareholdings held in less than marketable parcels is 155.
The Company had the following substantial shareholders at the date of this report.
Fully Paid Ordinary Shares
Holder
Timothy Neesham
Number
10,215,000
%
7.23
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Financial Report
d.
Voting Rights
The voting rights attached to each class of equity security are as follows:
Ordinary shares
–
Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has
one vote on a show of hands.
e.
20 Largest holders of quoted equity securities (fully paid ordinary shares)
KAISER REEF LIMITED 2022
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
20.
2.
3.
Name
BATH RESOURCES PTY LTD
DC & PC HOLDINGS PTY LTD
LIQUIDITY PARTNERS PTY LTD
ANGKOR IMPERIAL RESOURCES PTY LTD
STEVSAND INVESTMENTS PTY LTD
VALIANT EQUITY MANAGEMENT PTY LTD
KIANDRA NOMINEES PTY LTD
ALITIME NOMINEES PTY LTD
PELOTON CAPITAL PTY LTD
RXO PTY LIMITED
MAJI MAZURI PTY LTD & MAWINGO PTY LTD
THE SUN W INVESTMENT PTY LTD
CITICORP NOMINEES PTY LIMITED
BROOKAVA PTY LTD
BNP PARIBAS NOMINEES PTY LTD
JEFF TOWLER BUILDING PTY LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
KITARA INVESTMENTS PTY LTD
PELOTON CAPITAL PTY LTD
HOLICARL PTY LIMITED
BFB HOLDINGS PTY LTD
Total
Total issued capital – ordinary shares
Number Held
Percentage %
6,660,000
3,600,000
3,375,000
3,350,000
3,331,250
3,205,000
3,200,000
3,100,000
2,662,501
2,500,000
2,279,256
2,266,667
2,118,546
2,055,740
1,974,444
1,907,556
1,776,193
1,750,000
1,711,154
1,687,500
1,687,500
4.71%
2.55%
2.39%
2.37%
2.36%
2.27%
2.26%
2,19%
1.88%
1.77%
1.61%
1.60%
1.50%
1.46%
1.40%
1.35%
1.26%
1.24%
1.21%
1.19%
1.19%
56,198,307
141,281,237
39,78%
100.00%
Stock Exchange Listing
Quotation has been granted for all the ordinary shares of the company on the Australian Securities Exchange Limited.
Restricted Securities
The Company has the following restricted securities on issue as at the date of this report
- 11,440,523 fully paid ordinary shares – escrowed to 28 January 2023
- 1,344,800 unlisted options – escrowed to 28 February 2023
4.
Unquoted Securities
The Company has the following unquoted securities on issue as at the date of this report:
- 4,250,000 options exercisable at $0.30 on or before 31 January 2023
- 1,750,000 options exercisable at $0.30 on or before 21 February 2023
- 1,344,800 options exercisable at $0.50 on or before 25 January 2024
- 4,500,000 options exercisable at $0.40 on or before 31 January 2024
- 8,000,000 options exercisable at $0.30 on or before 30 September 2024
- 250,000 options exercisable at $0.52 on or before 8 March 2024
- 250,000 options exercisable at $0.60 on or before 8 March 2024
- 200,000 options exercisable at $0.52 on or before 16 December 2024
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Financial Report
- 200,000 options exercisable at $0.60 on or before 16 December 2024
- 750,000 options exercisable at $0.30 on or before 5 September 2025
- 200,000 performance rights expiring 8 August 2023
- 200,000 performance rights expiring 8 September 2023
5.
Use of Funds
KAISER REEF LIMITED 2022
Between the date of official re-instating on ASX and the date of this report the Company has used the cash to further develop and explore
the Victorian and New South Wales projects in a way consistent with its business objectives and as set out in the pursuant to the
Prospectus dated 7 December 2020.
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