ABN 73 149 230 811
2019 ANNUAL REPORT
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
CORPORATE DIRECTORY
Directors
Peter Meagher
Simon Jackson
Grant Ferguson
Shannon Coates
Company Secretaries
Sarah Wilson
Shannon Coates
Non-executive Chairman
Managing Director
Non-executive Director
Non-executive Director
Head Office and Registered Office
Suite 5, 62 Ord Street
WEST PERTH WA 6005
Telephone:
+61 (0)8 9322 1587
Facsimile:
+61 (0)8 9322 5230
Securities Exchange Listing
Australian Securities Exchange
Level 40, Central Park, 152-158 St Georges Terrace
PERTH WA 6000
Telephone:
131 ASX (131 279) (within Australia)
Website:
https://www.koporemetals.com
Telephone:
+61 (0)2 9338 0000
Facsimile:
+61 (0)2 9227 0885
Website:
https://www.asx.com.au
ASX Code:
KMT
Auditor
RSM Australia Partners
Level 32, Exchange Tower, 2 The Esplanade
PERTH WA 6000
Share Registry
Automic Group Pty Ltd
Level 2, 267 St Georges Terrace
PERTH WA 6000
Telephone:
1300 288 664
Email:
hello@automicgroup.com.au
Website:
https://www.automicgroup.com.au
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 June 2019
ANNUAL REPORT
30 JUNE 2019
CONTENTS
Chairman's Letter .................................................................................................................................................................. 3
Operations Review ................................................................................................................................................................ 4
Directors' Report ................................................................................................................................................................. 12
Auditor's Independence Declaration .................................................................................................................................. 22
Consolidated Statement of Profit or Loss and Other Comprehensive Income ................................................................... 23
Consolidated Statement of Financial Position .................................................................................................................... 24
Consolidated Statement of Changes in Equity .................................................................................................................... 25
Consolidated Statement of Cash Flows ............................................................................................................................... 26
Notes to the Consolidated Financial Statements ................................................................................................................ 27
Directors' Declaration ......................................................................................................................................................... 58
Independent Auditor's Report ............................................................................................................................................ 59
Additional information for listed public companies ............................................................................................................ 62
Tenements Schedule ........................................................................................................................................................... 65
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
CHAIRMAN'S LETTER
Dear Fellow Shareholders
I am pleased to present the Kopore Metals Limited Annual Report for 2019.
During the year we have made great progress towards our goal of discovering the next major copper deposit on the Kalahari
Copper Belt.
Kopore now has a total of 15,136km2 of prospecting licences in both Botswana (8,448km2) and Namibia (6,688km2). It is this
significant large land package that is the key to value creation for all shareholders. With district and belt scale opportunity,
Kopore not only has numerous exploration targets but has attracted the attention of many of the major players in the copper
market. It is the scale of the land package and recent regional explorer and Kopore exploration activities that is beginning to
unlock the value in the emerging world class Kalahari Copper Belt.
Our neighbours on the Kalahari Copper Belt have made headlines in recent times. Cupric Canyon Capital (US: Private) is now well
into mine development and construction at its Zone 5 copper deposit, having raised in excess of US$600 million in capital. Zone
5 will be the first commercial mine on the belt, with first production expected in Q2 2021. MOD Resources Limited (ASX:MOD)
recently completed the Feasibility Study for its T3 Copper Project. MOD has subsequently entered into an arrangement with
Sandfire Resources Limited (ASX:SFR), which when implemented, will result in Sandfire owning 100% of MOD. This transaction
valued MOD at A$167 million at the date of announcement. These developments on the Kalahari Copper Belt have focussed
international attention on what is a developing world class belt. Kopore remains in an enviable position with enormous upside
potential.
As outlined in the following Operations Review, we have built upon initial exploration using the latest geophysical techniques
available as we try to “unlock the code” of the Kalahari Copper Belt. Once drill targets are identified, we prioritise these and
conduct initial drill testing. In our drilling at Korong in Botswana and Ongava in Namibia, we have encountered many of the
indicators that we are looking for in our search for a copper deposit including calcrete, black shales, pathfinder alteration and
sulphides, chalcopyrite and bornite. All of our drilling so far has built our geological understanding across a largely unexplored
area of the Kalahari Copper Belt, has added to our geological database and brings us closer to a discovery.
Exploration can be a challenging exercise and the Board and management share the frustrations that all shareholders feel. We
will remain disciplined in our approach to exploration and we are confident that this approach, coupled with our highly
prospective ground package, will lead us to success.
We welcomed Simon Jackson as Managing Director in April 2019. Simon is a highly experienced mining executive. He is tasked
with ensuring that our exploration dollars are spent in the most efficient and appropriate manner and also with raising our market
profile through active promotion of our Company to the global investment community.
I would like to thank my fellow Directors, Shannon Coates, Grant Ferguson and Simon Jackson for their dedication to the task in
2019. I would also like to acknowledge and thank our Botswanan and Namibian teams, advisers, contractors and shareholders
for their support, hard work and patience as we continue our pathway to copper.
I look forward to 2020 with anticipation as we strive to share future success together.
Yours faithfully
Peter Meagher
NON-EXECUTIVE CHAIRMAN
Kopore Metals Limited
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 June 2019
OPERATIONS REVIEW 2019
Kopore Metals Limited (ASX: KMT) (Kopore or the Company) is pleased to present its review of operations for the financial year
ended 30 June 2019 (FY19).
Key activities and achievements for FY19 include:
CORPORATE
Completion of oversubscribed placements to raise A$2.67 million and A$1 million
Appointment of Mr Simon Jackson as Managing Director
Appointment of Mr Johannes Tsimako as Botswana Country Manager
Company tenement project portfolio in Botswana and Namibia increased to 15,136km2
NAMIBIA
The Company consolidated a further 5,705 km² of Kalahari Copper Belt prospecting licenses in the Republic of Namibia
New consolidated area provides advanced exploration targets and historical database, with an estimated >US $5 million in
historical exploration activities
Shallow copper mineralisation identified in historical drilling on the Qembo and Zambinda Dome Prospects
Recent subsurface domal targets identified and confirmed by ground geophysics and initial drilling
Copper mineralisation comprising chalcopyrite and bornite intersected at the Ongava Domal Prospect, with further drilling
planned
The Otjari Domal Prospect NSAMT ground geophysical program has identified an interpreted and targeted D’kar/Ngwako
Pan formations footwall contact position, within 200m of surface
BOTSWANA
Reconnaissance drilling at the Korong Central Project identified pathfinder alteration and sulphides including pyrrhotite,
galena and sphalerite
Recent exploration investigations in Namibia have provided further clarity to our Botswana projects, prompting additional
detailed investigation of the Korong and Kara Domal Prospects
New copper soil anomalies identified at the recently acquired Virgo properties, located within 50km of the Cupric Canyon
Zone 5 and Banana Zone copper-silver deposits
Kara Domal Prospect drilling identified pathfinder alteration and sulphide mineralogy and has been elevated to high priority
in Botswana, for further immediate follow-up
REGIONAL SETTING
The Kalahari Copper Belt on the north-west border of Botswana and Namibia is a relatively underexplored and emerging world
class copper province with total reported Mineral Resources of over 7Mt of contained Copper and 260Moz contained silver.
Kopore is one of the largest licence landholders on the Kalahari Copper Belt, with the Company holding 25 prospecting licences
in Botswana and Namibia, totalling 15,136km2. The region has recently undergone an exploration transformation, with
discoveries of copper-silver deposits making it an emerging world-class destination for new mines. With global copper supplies
coming under pressure from industrial action, falling ore grades and a lack of new mine development, new discoveries across the
Kalahari Copper Belt have made the region a global mining focus.
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
Figure 1 - Kopore Metals Limited Project Portfolio on the Kalahari Copper Belt
(source: https://www.cupriccanyon.com/development-exploration/exploration and https://www.asx.com.au/asxpdf/20181016/pdf/43z90dkfrgy792.pdf)
NAMIBIA PROJECTS
Kopore, through its 100% owned Namibian subsidiary, Trans Kalahari Copper Namibia, controls a significant portion of the
Kalahari Copper Belt in the Republic of Namibia (Figure 1). The Company’s prospecting license portfolio is located approximately
305km north-east of the Namibian capital city of Windhoek and is bound by the Namibia and Botswana national borders.
Kopore has consolidated its 100% owned Namibian portfolio through the successful granting of prospecting licence applications.
Following receipt of the prospecting licence approvals and concurrent to the Environmental Management Plan (EMP) and
Environmental Clearance Certificate (ECC) approvals process, the Company collated, interpreted and prioritised its Namibian
exploration targets based on each target’s interpreted prospectivity. The Company acquired a significant geological database
from the Namibian Department of Mines, comprising historical ground geophysical, geochemical, airborne magnetic survey and
drilling information (percussion, RC and Diamond) in relation to the prospecting licences.
T10R-004
(RC Hole)
Table 1 - Historical Namibian Drilling Significant Copper Intersections
3m @ 1.11%
copper and
127.19g/t silver from 159-162m
-
Including 1m@ 1.54%
copper and 252.53g/t silver from
160-161m
2.76m @ 0.89% copper and
86.61g/t Ag from 320.62–323m
5m @ 0.48% copper and 34.18g/t
Ag from 288-293m
4.24m @ 0.44% copper and
301.93-
33.21g/t Ag
306.17m
T9D-001 (Diamond
Hole)
T2R-004 (RC Hole)
T2D-002 (Diamond
Hole)
from
T10D-001
Hole)
(Diamond
5.31m @ 0.38% copper and
44.16g/t Ag from 191.9-197.2m
T10R-005 (RC Hole)
T7D-001(Diamond
Hole)
5m @ 0.32% copper and 27.03g/t
Ag from 176-181m
3.41m @ 0.35% copper and
25.62g/t Ag from 167.05-170.46m
All drill intersections are down-hole lengths
Notes: Table 1 Intersections are composited from individual assays using the following criteria:
Interval = Nominal cut-off grade and Significant Intersection reporting criteria:
≥ 0.3%Cu which also satisfy a minimum down-hole interval of 1.0 metre; or
NB: In some instances, zones grading less than the cut-off grade/s have been included in calculating composites or to highlight
mineralisation trends.
Intersections have not been density weighted (NB: No density data available).
No copper individual assay grade top-cutting has been applied to calculated intersections.
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 June 2019
Figure 2 - Kopore Namibian Prospecting Portfolio, Interpreted Geology and Historical Exploration Activities
ONGAVA DOMAL PROSPECT
Drilling at the Ongava Domal Prospect was undertaken in two phases in FY19. A total of 1,843.90m (1447m RC and 396.90m
diamond) was drilled to target a potentially shallow Ngwako Pan/D’Kar Formation geological contact. All holes intersected the
hangingwall D’Kar Formation siltstone and sandstone units, with multiple intersections of pathfinder alteration and sulphide
minerals.
The longest diamond drillhole ONGDD_04 was completed at 693.03 metres with the following geological observations:
Intersection of lithological units interpreted as the lower D’Kar Formation, including black shale units, identified as important
geological markers for the targeting of mineralisation by MOD Resources Limited (ASX:MOD) and Cupric Canyon (US:Private);
Observed copper sulphides including chalcopyrite and bornite, may potentially be exhibiting the classic py-cpy-bo-cc copper
mineral zonation typically observed within the Kalahari Copper Belt; and
Identified additional pathfinder minerals including galena, sphalerite and pyrrhotite.
The Company is highly encouraged by the intersection of black shales and increasing presence of sulphide mineralogy, in addition
to alteration identified, as associated with copper mineralisation elsewhere on the Kalahari Copper Belt.
A third phase of drilling has been designed and the Company anticipates drilling in the December 2019 quarter.
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
Figure 3 - Ongava Domal Prospect Line 3 - Natural Source Audio Magneto Telluric (NSAMT) Ground Geophysical Program
Figure 4 - ONGDD_004 Diamond Core at 574.5m with Chalcopyrite (Cu), Sphalerite (Zinc) and Pyrrhotite in Quartz Carbonate Veining
OTJARI DOMAL PROSPECT (POST 30 JUNE 2019)
The Otjari Domal Prospect NSAMT ground geophysical survey was completed in FY19, identifying immediate near surface drill
targets and further consolidating observations from historical airborne magnetic surveys and a solitary historical percussion drill
hole in the Otjari area. The Company’s technical team has interpreted the Otjari Domal Prospect as a potential subsurface domal
structure and the south-western continuation of the identified Qembo Dome, known to host copper mineralisation.
Figure 5 - Otjari Domal Prospect Natural Source Audio Magneto Telluric (NSAMT) Ground Geophysical Program Cross Section
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 June 2019
The interpreted Otjari Domal Prospect is approximately 32km in strike length and the targeted D’Kar/Ngwako Pan Formation
contact appears to be developed at potentially shallower depths (within 250m of surface). This interpreted geological contact
depth is potentially shallower than the initial targeted area of the Ongava Domal Prospect. The results of the NSAMT ground
geophysical survey have prompted the Company to conduct an initial 500m of diamond drilling across the Otjari Domal Prospects.
Based upon the results of the initial drilling, the Company will consider a larger RC and Diamond drilling program at the Otjari
Domal Prospect.
The approval of the EMP and ECC, in December 2018, provided the Company with the final milestones needed to commence our
aggressive exploration program across all of our prospecting licences.
ADDITIONAL PROSPECTING LICENCE GRANTED
In May 2019, an additional prospecting licence (PL7264) was granted to Trans Kalahari Copper Namibia. The additional
prospecting licence covers an area of 982.43 km2 and provides the Company with a further western strike continuation of the
interpreted Otjari Domal Prospect (Figure 2). An exploration program is currently being created and will provide further
opportunity to fully explore the Otjari Domal Prospect. Results of the current Otjari Domal Prospect diamond drilling program
will assist in the design of a refined future exploration program.
In Q3 2019, the Company submitted an EMP and request for ECC approval. The Company anticipates this process to be completed
by the end of calendar year 2019.
HEBRON LEGAL ACTION
On the 21 November 2018, the Company advised that it became aware of an application to set aside the grant of four of the
Company’s eight Namibian exclusive prospecting licences, namely EPL7050, EPL7052, EPL7051 and EPL7056 (Competing EPLs)
(see Figure 2).
The Application was made to the High Court of Namibia by Namibian incorporated Hebron Prospecting Pty Ltd (Hebron or the
Applicant) against a decision made by the Namibian Department of Mines. The Applicant claims that in August 2017, prior to
Kopore’s own applications for the Competing EPLs being submitted, assessed and granted, Hebron submitted applications to the
Namibian Ministry of Mines and Energy for the Competing EPLs and that the Competing EPLs which were subsequently granted
to Kopore, should have been granted to Hebron.
A formal legal review by Kopore’s Namibian legal counsel was completed and the Company filed a submission to oppose the
Application, instigated by Hebron against the Namibian Department of Mines. Formal advice received from the Company’s legal
counsel is that, in their opinion, the record discovered in the pending Namibian Court proceedings does not support Hebron’s
contention that the Namibian Minister of Mines and Energy (the Minister) erred in granting the EPLs to Kopore. Hebron
subsequently filed a notice with the High Court of Namibia calling upon the Minister to discover additional documentation.
In September 2019, a second application was made by Hebron to the High Court of Namibia for further document discovery from
the Minister. The Company has been advised that the legal case will resume in the High Court of Namibia towards the end of
September 2019.
The Company will continue its opposition to the Application. However, a majority of the Company’s high-priority subsurface
interpreted ‘intact’ domal prospects are on prospecting licenses 100% owned by Kopore and not the subject of the Application.
The Company will continue to explore these highly prospective domal prospects.
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
BOTSWANA PROJECT
VIRGO ASSET GROUP
Since the acquisition of the four Virgo licences (PL135/2017, PL162/2017, PL163/2017 and PL164/2017), the Company has
successfully completed a field geological study, detailed geochemical study and delineated drill targets. The delineation of two
copper-nickel anomalies, across an interpreted Ngwako Pan/D’Kar Formation geological contact position, has prompted the
Company to commence preparing an EMP for submission to the Botswanan Department of Environmental Affairs (DEA).
PL135/2017 copper-nickel soil anomaly extends 3km in strike length and interpreted to overlay the southern end of an
identified dome straddling an anticlinal axis, and coincident with the D’Kar/Ngwako Pan Formations contact, approximately
14km south-west of the Cupric Canyon Zone 5 Copper Project.
PL162/2017 soil anomaly extends 2.5km along the D’Kar/Ngwako Pan Formations contact, approximately 38km south-west
of the Cupric Canyon Zone 5 Copper Project.
Figure 6 -PL135/2017 Virgo Group Copper and Nickel Soil Anomaly
KORONG CENTRAL DOMAL PROSPECT
The Korong Central Domal Prospect was identified in 2018, prompting the Company to initiate a diamond drilling program to
intersect the targeted D’Kar/Ngwako Pan Formations contact position. This targeted contact position is known to host copper-
silver mineralisation on the Kalahari Copper Belt as demonstrated by our regional neighbours, Cupric Canyon (US Private) and
MOD Resources Limited (ASX: MOD). In addition to the intersection of this contact, associated pathfinder sulphides were
identified in the D’Kar Formation above the contact position. Sulphide mineralisation comprising pyrite and pyrrhotite as fine
disseminations were in abundance of sulphides within veins varying between an estimated 1% to 5% of vein volume.
Further geophysical and drilling campaigns have been planned for the December 2019 quarter and into 2020.
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 June 2019
Figure 7 - KCD_DD001 – 247m to 254m - Red line indicates interpreted D'Kar / Ngwako Pan (footwall) Formations Geological Contact
EXPLORATION UPSIDE
The Company controls a significant tenement package across the Kalahari Copper Belt, with projects ranging from conceptual
through to initial drilling with copper mineralisation identified. Our key targets have been separated into two distinct interpreted
geological setting styles:
a.
b.
Subsurface ‘intact’ anticlinal domal structures, potentially analogous to the MOD Resources Limited T3 Copper Project.
Cupric Canyon style domal structures, where the top of the anticline has been eroded and any potential mineralisation will
be located on the fold limbs.
The understanding of the prospectivity across the Company’s licences has significantly increased in the past six months, since
receipt of the extensive database and in particular the Company’s initial aggressive exploration across the Ongava, Otjari and
Omenye Domal Prospects.
This information has now provided further assistance in the evaluation and prioritisation of exploration programs in Botswana,
highlighting a focus on the Kara and Virgo Domal Prospects.
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
REGIONAL TARGET GENERATION STUDY PROGRAM
The Company is actively and continually assessing the prospectivity of each of its targets and potential new copper mineralisation
trap sites across our licences, in addition to further project consolidation and acquisition possibilities.
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' REPORT
Your Directors present their report together with the financial statements of the Group, being the Company and its controlled
entities, for the financial year ended 30 June 2019.
1. DIRECTORS
The names, qualifications, experience and special responsibilities of the Directors in office at any time during or since year-end
are as follows:
PETER MEAGHER Non-Executive Chairman
B.Econ. B.Com. CPA
Mr Meagher is an accountant, who has worked in corporate advisory roles in stockbroking and merchant banking and as a
finance Director, in Australia and overseas. He has been a Director of listed companies over a long period, including listed
resources companies involved in exploration for copper, gold and other metals.
Directorships held in other listed entities:
Former Non-Executive Chairman of Castillo Copper Ltd (ASX:CCZ) (February 2018 - June 2019)
SIMON JACKSON Managing Director (Appointed 6 March 2019)
B.Com., FCA
Simon is a Chartered Accountant with over 25 years’ experience in the mining sector. He has previously held senior
management positions at Beadell Resources Limited, Orca Gold Limited and Red Back Mining Inc.
Simon specializes in M&A, public equity markets management and corporate finance. His career has included corporate
transactions in Canada, Australia, Africa and Indonesia and he holds a Bachelor of Commerce degree from the University of
Western Australia and is a Fellow of the Institute of Chartered Accountants in Australia.
Directorships held in other listed entities:
Non-Executive Director of Cygnus Gold Limited (ASX:CY5) since November 2017, Sarama Resources Limited (TSXV:SWA) since
March 2011 and Corizon Resources Limited (ASX:CZR) since January 2019. Simon is also former director of Orca Gold
Inc.(TSXV:ORG) (April 2013 – May 2019), Beadell Resources Limited (ASX:BDR) (November 2015 – July 2018) and Cardinal
Resources Limited (ASX:CDV) (September 2015 – October 2017).
GRANT FERGUSON (Managing Director to 6 March 2019, Non-Executive Director from 6 March 2019)
BSc (Geology), PGradDip (Mining and Mineral Exploration),
Mr Ferguson is a geologist with over 24 years’ experience in all aspects of gold and base metal operations including significant
African and country experience. He has experience in exploration, scoping/pre-feasibility/feasibility studies, project
development and mining operations with a range of public and private companies. His experience includes precious and
base metals, bulk commodities (coal & iron ore) and renewable energy projects across Australia, Africa, Asia, North America,
Europe, and the Middle East. Mr Ferguson is a Fellow of the Australian Institute of Geoscientists (AIG), Member of the
Australian Institute of Mining and Metallurgy (AusIMM).
Directorships held in other listed entities:
None
SHANNON COATES Non-Executive Director
LLB, BJuris, GAICD, ACIS/ACSA
Ms Coates holds a Bachelor of Laws from Murdoch University and has over 20 years’ experience in corporate law and
compliance. Ms Coates is an experienced non-executive Director and Chartered Secretary and is Managing Director of Perth
based corporate advisory firm Evolution Corporate Services, which specialises in the provision of company secretarial and
corporate advisory services to ASX listed companies.
Directorships held in other listed entities:
Non-Executive Director of Flinders Mines Limited (ASX:FMS) since June 2018 and Vmoto Limited (ASX:VMT) since May 2014.
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' REPORT
2. COMPANY SECRETARY
The following persons held the position of Company Secretary at any time during or since the end of the year ended 30 June
2019:
ANDREW METCALFE (Appointed 1 December 2017; ceased 1 November 2018)
Mr Metcalfe is Principal of Accosec & Associates. He has qualifications in finance and corporate governance. He has
extensive experience in providing a complete range of compliance, financial and corporate governance services to many
ASX listed Companies involved in exploration and mining activities.
SARAH WILSON (Appointed 1 November 2018)
Ms Wilson is a Corporate Advisor with Evolution Corporate Services Pty Ltd and has over 8 years’ experience in company
secretarial, corporate advisory and corporate governance roles, which have included the provision of company secretarial
services to resource companies. Ms Wilson holds a Certificate in Governance Practice and is a Certified Member of the
Governance Institute of Australia.
SHANNON COATES (Appointed Joint Company Secretary 28 August 2019)
See above.
3. DIRECTORS’ MEETINGS
The number of Directors’ meetings attended by each of the Directors of the Company who hold or held office during the financial
year was:
Peter Meagher
Grant Ferguson
Shannon Coates
Simon Jackson
DIRECTORS' MEETINGS
Number eligible to attend
Number Attended
7
7
7
5
7
7
7
5
As at the date of this report, the Company has not established Remuneration, Nomination, Audit or Risk Committees as the
Directors believe the Company is not currently of a size nor are its affairs of such complexity as to warrant the establishment of
these separate committees. Accordingly, all matters capable of delegation to such committees are considered by the full Board
of Directors.
4. DIRECTORS’ INTERESTS
The relevant interests of Directors in the shares and options of the Company up to the date of this report were as follows:
2019
Peter Meagher
Grant Ferguson
Shannon Coates
Simon Jackson (appointed 6 March 2019)
5. PRINCIPAL ACTIVITIES
Shares
(Direct)
No.
-
-
1
-
Shares
(Indirect)
No.
2,000,000
20,266,717
2,001,695
5,000,000
1
29,268,412
Options
(Direct)
No.
-
-
-
-
-
Options
(Indirect)
No.
4,000,000
18,000,000
3,500,000
8,000,000
33,500,000
The principal activity of the Group during the course of the financial year was copper/base metals exploration.
6. OPERATING RESULTS
For the 2019 financial year the Group delivered a loss before tax of $3,253,172 (2018: $4,727,556 loss).
7. REVIEW OF OPERATIONS
During the year, the Group continued its exploration of the Kalahari Copper Belt prospecting licence portfolio. Refer to the
detailed Operations Review on page 4 of the Annual Report.
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' REPORT
8. DIVIDENDS
The Directors have not paid an interim dividend nor do they recommend the payment of a final dividend.
9.
FINANCIAL POSITION
The net assets of the Group have increased from 30 June 2018 by $142,696 to $1,622,233 at 30 June 2019 (2018: $1,479,537).
As at 30 June 2019, the Group's cash and cash equivalents increased from 30 June 2018 by $389,981 to $1,898,150 at 30 June
2019 (2018: $1,508,169) and had working capital of $1,468,014 (2018: $1,314,206), as noted in Note 9.
The Directors believe the Group is in a satisfactorily stable financial position to continue its current operations.
10. SIGNIFICANT CHANGES IN STATE OF AFFAIRS
There were no other significant changes in the state of affairs of the Group during the year ended 30 June 2019.
11. EVENTS SUBSEQUENT TO REPORTING DATE
There were no subsequent events which occurred subsequent to the reporting date that are not covered in this Directors’ Report
or within the financial statements at Note 15.
12. LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Likely future developments in the operations of the Group are referred to in the Operations Review on page 4 of this Annual
Report.
13. DIRECTORS’ SHAREHOLDINGS, CONTRACTS AND BENEFITS
Since the end of the previous financial year no Director of the Company has received, or become entitled to receive a benefit
(other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors shown in the
accounts) by reason of a contract made by the Company with the Director or with a firm of which the Director is a member, or a
Company in which the Director has a substantial financial interest, other than as disclosed in the remuneration report below.
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' REPORT
14. REMUNERATION REPORT (AUDITED)
The full Board currently fulfils the role of a Remuneration Committee in line with a Remuneration Committee Charter and in
accordance with the Company’s adopted remuneration policy.
14.1. Remuneration Policy
This policy governs the operations of the Remuneration Committee. The Committee shall review and reassess the policy at
least annually and obtain the approval of the Board.
a. Executive Remuneration
The Company’s remuneration policy for Executive Directors and senior management is designed to promote superior
performance and long-term commitment to the Company. Executive Directors receive a base remuneration which is
market related, and may be entitled to performance-based remuneration at the ultimate discretion of the Board.
Overall remuneration policies are subject to the discretion of the Board and can be changed to reflect competitive
market and business conditions where it is in the interests of the Company and shareholders to do so.
Executive Directors’ remuneration and other terms of employment are reviewed annually by the Remuneration
Committee having regard to performance, relevant comparative information and expert advice.
The Committee’s reward policy reflects its obligation to align Executive Directors’ remuneration with shareholders’
interests and to retain appropriately qualified executive talent for the benefit of the Company. The main principles of
the policy are:
(i) reward reflects the competitive market in which the Company operates;
(ii) individual reward should be linked to performance criteria; and
(iii) Executive Directors should be rewarded for both financial and non-financial performance.
The total remuneration of executives and other senior managers consists of the following:
(i) salary - Executive Directors and senior managers receive a sum payable monthly in cash;
(ii) bonus - Executive Directors and nominated senior managers are eligible to participate in a bonus or profit
participation plan if deemed appropriate;
(iii) long term incentives - Executive Directors may participate in share option schemes with the prior approval of
shareholders. Executives may also participate in employee share option schemes, with any option issues generally
being made in accordance with thresholds set in plans approved by shareholders. The Board however, considers it
appropriate to retain the flexibility to issue options to executives outside of approved employee option plans in
exceptional circumstances; and
(iv) other benefits - Executive Directors and senior managers are eligible to participate in superannuation schemes and
other appropriate additional benefits.
Remuneration of other executives consists of the following:
(i) salary - senior executives receive a sum payable monthly in cash;
(ii) bonus - each executive is eligible to participate in a bonus or profit participation plan if deemed appropriate;
(iii) long term incentives - each senior executive may, where appropriate, participate in share option schemes which
have been approved by shareholders; and
(iv) other benefits – senior executives are eligible to participate in superannuation schemes and other appropriate
additional benefits.
b. Non-Executive Remuneration
Shareholders approve the maximum aggregate remuneration for Non-Executive Directors. The full Board recommends
the actual payments to Directors and the Board is responsible for ratifying any recommendations, if appropriate. The
maximum aggregate remuneration approved for Non-Executive Directors is currently $300,000.
It is recognised that Non-Executive Directors’ remuneration is ideally structured to exclude equity-based remuneration.
However, whilst the Company remains small and the full Board, including the Non-Executive Directors, are included in
the operations of the Company more closely than may be the case with larger companies, the Non-Executive Directors
are entitled to participate in equity-based remuneration schemes subject to shareholder approval.
All Directors are entitled to have their indemnity insurance paid by the Company.
P a g e | 15
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' REPORT
14. REMUNERATION REPORT (AUDITED) (CONTINUED)
14.1. Remuneration Policy (Continued)
c. Bonus or Profit Participation Plan
Performance incentives may be offered to Executive Directors and senior management of the Company through the
operation of a bonus or profit participation plan at the ultimate discretion of the Board.
d. Voting and comments made at the Company's 2018 Annual General Meeting (“AGM”)
At the 2018 AGM, 93.2% of the votes received supported the adoption of the remuneration report for the year ended
30 June 2018. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
e. Additional information
The loss of the Group for the three years to 30 June 2019 are summarised below:
Sales revenue
EBITDA
EBIT
Loss after income tax
2019
$
-
(3,247,631)
(3,247,631)
(3,253,172)
2018
$
-
(4,725,945)
(4,725,945)
(4,727,556)
2017*
$
-
(131,696)
(131,696)
(131,696)
The factors that are considered to affect total shareholders return (TSR) are summarised below:
Share price at financial year end ($)
Total dividends declared (cents per share)
Basic loss per share (cents per share)
2019
2018*
2017*
0.009
-
(0.6)
0.03
-
1.7
N/A
-
N/A
* 30 June 2017 financial information is that of Global Exploration Technologies Pty Ltd as a result of the reverse acquisition accounting.
The years prior to 30 June 2018 are deemed not to be relevant for comparison as the reverse acquisition occurred during the year
ended 30 June 2018 and therefore the Group was engaged in a different scope of business operations prior to this.
14.2. Details of remuneration
Details of the nature and amount of each element of the emoluments of each of the key management personnel (KMP) of
the Company for the year ended 30 June 2019 are set out in the following tables.
2019
Group KMP
Short-term benefits
Salary, fees
and leave
$
Profit share
and bonuses
$
Non-
monetary
$
Other
Peter Meagher
Simon Jackson1
Grant Ferguson
Shannon Coates2
54,795
60,000
224,000
30,000
368,795
-
-
-
-
-
-
-
-
-
-
Post-
employment
benefits
Super-
annuation
$
5,205
5,700
-
-
10,905
$
-
-
-
-
-
Long-term
benefits
Termination
benefits
Equity-settled share-
based payments
Total
Other
$
-
-
-
-
-
Equity /
Perf. Rights
$
-
-
-
-
-
$
-
-
-
-
-
Options
$
$
44,010
104,010
2,491
68,191
32,846
256,846
22,006
52,006
101,353
481,053
1. Appointed 6 March 2019. Mr Jackson received $61,875 in consultancy fee prior to his appointment as the Managing Director.
2. Evolution Corporate Services Pty Ltd, an entity related to Ms Coates, received $38,903 in fees relating to company secretarial services for
the year ended 30 June 2019. (2018: $40,000)
P a g e | 16
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' REPORT
14. REMUNERATION REPORT (AUDITED) (CONTINUED)
14.2. Details of remuneration (Continued)
2018
Group KMP
Peter Meagher1
Grant Ferguson2
Shannon Coates
Tim Goldsmith3
Winton Willesee4
Erlyn Dale4
Short-term benefits
Salary, fees
and leave
$
Profit share
and bonuses
$
Non-
monetary
$
Other
19,726
189,960
30,000
20,000
41,333
10,667
311,686
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Post-
employment
benefits
Super-
annuation
$
1,874
-
-
-
-
-
1,874
$
-
-
-
-
-
-
-
Long-term
benefits
Termination
benefits
Equity-settled share-
based payments
Total
Other
$
-
-
-
-
-
-
-
Equity /
Perf. Rights
$
-
244,500
22,500
93,000
22,500
-
382,500
$
-
-
-
-
-
-
-
Options
$
-
-
-
-
-
-
-
$
21,600
434,460
52,500
113,000
63,833
10,667
696,060
1. Appointed 2 March 2018.
2. Appointed 8 November 2017 – equity issued in relation to Kopore Metals Limited completing the acquisition of Global Exploration
Technologies Pty Ltd on 8 November 2017.
3. Appointed 8 November 2017, resigned 2 March 2018.
4. Resigned 8 November 2017.
14.3. The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Fixed remuneration
Short-term Incentive
Long-term Incentive
Peter Meagher
Simon Jackson
Grant Ferguson
Shannon Coates
Tim Goldsmith
Winton Willesee
Erlyn Dale
2019
58%
96%
87%
58%
-
-
-
2018
100%
-
44%
57%
18%
65%
100%
2019
2018
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2019
42%
4%
13%
42%
-
-
-
2018
-
-
56%
43%
82%
35%
-
14.4. Equity instruments disclosure relating to KMP
a. Shareholdings
Number of shares held by Parent Entity Directors and other KMP of the Group, including their personally related
parties, are set out below:
2019
Peter Meagher
Simon Jackson2
Shannon Coates
Grant Ferguson
Balance on
Appointment /
(Resignation)
No.
Received during
the year as
compensation
No.
Received during
the year on
the exercise of
options
No.
Other changes
during the year
No1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance at
start of year
No.
1,000,000
-
1,001,696
19,466,717
21,468,413
Balance at
end of year
No.
1,000,000
-
1,001,696
19,466,717
21,468,413
1.
2.
Other changes during the year represent shares acquired on market
Appointed 6 March 2019
P a g e | 17
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' REPORT
14. REMUNERATION REPORT (AUDITED) (CONTINUED)
14.4. Equity instruments disclosure relating to KMP (Continued)
b. Option holdings
The number of options over ordinary shares in the Company held during the financial year by each Director and other
members of KMP of the Group, including their personally related parties, is set out below:
2019
Peter Meagher
Simon Jackson
Shannon Coates
Grant Ferguson
Balance at
start of year
No.
-
Granted as
Compensation
No.
4,000,000
-
8,000,000
1,500,000
2,000,000
10,000,000
8,000,000
11,500,000
22,000,000
Options
Exercised/
lapsed
No.
-
-
-
-
-
Net Change
Other
No.
-
Balance on
Appointment
No.
-
Balance on
Resignation
No.
-
Balance
at end of year
No.
4,000,000
Total
Exercisable
No.
4,000,000
Total
at end of year
No.
4,000,000
-
-
-
-
-
-
-
-
-
-
-
-
8,000,000
-
8,000,000
3,500,000
3,500,000
3,500,000
18,000,000
10,000,000
18,000,000
33,500,000
17,500,000
33,500,000
14.5. Other transactions with KMP and their related parties
a. Receivable from and payable to related parties are as follows:
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Director’s fee payable to The Steele Group1
30 June 2019
$
-
30 June 2018
$
20,625
1 Grant Ferguson is a Director of The Steele Group which has a Contract Services Agreement with the Company.
b. Loans to / from KMP
There were no loans with KMP or their related parties. (2018:Nil)
c. Transactions with Related Parties of KMP
For details of other transactions with KMP, refer Note 17.
14.6. Options issued as part of remuneration
During the year, 22,000,000 options were granted to KMP of the Company as remuneration (2018: 18,000,000).
2019
KMP
Number Options
Granted During
the Year
Grant Date
Fair Value per
Option
Exercise Price per
Option
Expiry Date
Number Options
Vested During the
Year
Peter Meagher
Simon Jackson
Shannon Coates
Grant Ferguson
4,000,000
19-11-2018
$0.011
8,000,000
29-05-2019
$0.0058
2,000,000
19-11-2018
8,000,000
19-11-2018
$0.011
$0.011
$0.045
$0.036
$0.045
$0.045
7-12-2023
4,000,000
29-5-2024
-
7-12-2023
2,000,000
7-12-2023
-
P a g e | 18
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' REPORT
14. REMUNERATION REPORT (AUDITED) (CONTINUED)
14.7. Shares issued as part of remuneration
During the year, no shares were granted to KMP of the Company as remuneration.
14.8. Service contracts of KMP
The KMP terms are formalised in service agreements, a summary of which is set out below.
Name
Grant Ferguson
Simon Jackson (appointed 6 March
2019)
Contract Duration
Termination Notice period by
Company
Termination Notice period by Executive
On going
On going
one month
six months
one month
six months
Non-Executive Directors
All Non-Executive Directors were appointed by a letter of appointment.
END OF REMUNERATION REPORT
P a g e | 19
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' REPORT
15.
INDEMNIFYING OFFICERS
In accordance with the Constitution, except as may be prohibited by the Corporations Act 2001, every Officer of the Company
shall be indemnified out of the property of the Company against any liability incurred by him/her in his/her capacity as officer or
agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in
defending any proceedings, whether civil or criminal.
The Company has entered into Deeds of Indemnity and Access with each of its Directors. Pursuant to the Deeds, the Company
will indemnify each Director to the extent permitted by the Corporations Act against any liability arising as a result of the Director
acting as an officer of the Company. The Company will be required under the Deeds to maintain insurance policies for the benefit
of the relevant Director for the term of the appointment and for a period of 7 years after the relevant Director’s retirement or
resignation.
During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the
Company secretary and all executive officers of the Company and of any related body corporate against a liability incurred as
such a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of any liability and the amount of the premium.
16. SHARES
As at the date of this report, there are 642,576,400 fully paid ordinary shares on issue.
17. OPTIONS
At the date of this report, there are 110,000,000 unissued ordinary shares of the Company under option as follows:
Unlisted options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Date of Expiry
Exercise Price
19 November 2019
$0.0363
8 November 2020
7 December 2023
19 November 2023
29 May 2024
$0.06
$0.045
$0.045
$0.036
Number
30,000,000
55,000,000
14,000,000
3,000,000
8,000,000
During the financial year to 30 June 2019, the following Options lapsed unexercised:
7,500 Class R options exercisable at $7.60 each on or before 9 March 2019.
Option holders do not have any rights to participate in new issues of shares or other interests in the Company or any other
entity.
18.
INDEMNITY AND INSURANCE OF AUDITOR
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or
any related entity.
P a g e | 20
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' REPORT
19. ENVIRONMENTAL REGULATION
The Group is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all
regulations when carrying out any exploration work. The Directors of the Group are not aware of any breach of environmental
regulations for the year under review.
The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities
to report annual greenhouse gas emissions and energy use. For the first measurement period, the Directors have assessed that
there are no current reporting requirements, but may be required to do so in the future.
20. NON-AUDIT SERVICES
During the year, RSM Australia Partners, the Company’s auditor, provided taxation compliance and independent expert
services, in addition to their statutory audits. Details of remuneration paid to the auditor can be found within the financial
statements at Note 18.
In the event that non-audit services are provided by RSM Australia Partners, the Board has established certain procedures to
ensure that the provision of non-audit services are compatible with, and do not compromise, the auditor independence
requirements of the Corporations Act 2001 (Cth). These procedures include:
non-audit services will be subject to the corporate governance procedures adopted by the Company and will be reviewed
by the Board to ensure they do not impact the integrity and objectivity of the auditor; and
ensuring non-audit services do not involve reviewing or auditing the auditor's own work, acting in a management or decision-
making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.
21. PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which
the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
22. AUDITORS INDEPENDENCE DECLARATION
A copy of the auditors’ independence declaration as required under s.307C of the Corporations Act 2001 (Cth) is set out on page 22.
23. AUDITORS
The auditor, RSM Australia Partners continues in accordance with s.327 of the Corporations Act 2001 (Cth).
This Report of the Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of Directors made
pursuant to s.298(2)(a) of the Corporations Act 2001 (Cth).
Peter Meagher
Non-Executive Chairman
Dated this Wednesday, 25 September 2019
P a g e | 21
AUDITOR'S INDEPENDENCE DECLARATION
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
P a g e | 22
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Note
2019
$
2018
$
Other income
1
35,313
15,234
Administration expense
Compliance and regulatory
Consulting and legal
Depreciation and amortisation
Employee benefit expense
Exploration expense
Travel and accommodation
Share based payments
Other expenses
Other financial fees
Unrealised loss on foreign exchange
Non-recurring items relating to acquisition
Loss before income tax
Income tax expense
Loss for the year
Other comprehensive income for the year:
Items that may be reclassified subsequently to profit or loss:
◼ Exchange differences on translation of foreign operations
Other comprehensive income for the year, net of tax
2.1
20
12
(84,218)
(214,435)
(359,086)
(5,541)
(15,937)
(183,076)
(144,741)
(1,611)
(495,978)
(223,560)
(1,734,651)
(1,232,844)
(154,566)
(101,354)
(139,584)
-
928
-
(54,555)
-
(52,345)
(3,121)
5,967
(2,836,967)
(3,253,172)
(4,727,556)
-
-
(3,253,172)
(4,727,556)
(59,515)
(59,515)
(1,866)
(1,866)
Total comprehensive loss for the year
(3,312,687)
(4,729,422)
Total Comprehensive Loss is attributable to:
Equity holders of the Company
Non-Controlling Interest
(3,312,687)
(4,729,422)
-
-
(3,312,687)
(4,729,422)
Earnings per share:
Basic loss per share
₵
(0.59)
19
₵
(1.70)
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.
P a g e | 23
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
Current assets
Cash and cash equivalents
Other receivables
Other current assets
Total current assets
Non-current assets
Plant and equipment
Mineral exploration and evaluation assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
Note
2019
$
2018
$
5.1
5.2
5.3
6.1
6.2
1,898,150
1,508,169
26,212
24,010
105,964
28,564
1,948,372
1,642,697
21,071
109,138
30,824
105,943
130,209
136,767
2,078,581
1,779,464
5.4
456,348
299,927
456,348
299,927
456,348
299,927
1,622,233
1,479,537
7.1.1
7.4
8,976,274
5,755,416
998,144
823,134
(8,352,185)
(5,125,938)
Capital and reserves attributable to owners of Kopore Metals Limited
1,622,233
1,452,612
Non-controlling interest
Total equity
-
26,925
1,622,233
1,479,537
The consolidated statement of financial position is to be read in conjunction with the accompanying notes.
P a g e | 24
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
Contributed equity
Reserve
Accumulated
Losses
Non
Sub-total
Controlling Interest
Balance at 1 July 2017
120,646
(258,621)
(139,761)
(277,736)
$
$
$
$
-
-
-
-
-
(4,727,556)
(4,727,556)
(1,866)
-
(1,866)
(1,866)
(4,727,556)
(4,729,422)
Total
Equity
$
(277,736)
-
(4,727,556)
(1,866)
(4,729,422)
$
-
-
-
-
-
Loss for the year
Other comprehensive loss for the year
Total comprehensive loss for the year
Transactions with owners in their capacity
as owners:
Contributions of equity, net of
transaction costs
7.1.1
5,634,770
-
5,634,770
26,925
5,661,695
Share-based payments – Directors’ and
advisors’ options
20
Cancellation of shares bought back
-
-
825,000
825,000
258,621
(258,621)
-
-
-
825,000
-
Balance at 30 June 2018
5,755,416
823,134
(5,125,938)
1,452,612
26,925
1,479,537
-
-
Balance at 1 July 2018
Loss for the year
Other comprehensive loss for the year
Total comprehensive loss for the year
Transactions with owners in their capacity
as owners:
Transfer for non-controlling interest of
disposal of subsidiaries
-
-
-
-
5,755,416
823,134
(5,125,938)
1,452,612
26,925
1,479,537
-
(3,253,172)
(3,253,172)
(59,515)
-
(59,515)
(59,515)
(3,253,172)
(3,312,687)
-
-
-
(3,253,172)
(59,515)
(3,312,687)
26,925
26,925
(26,925)
-
-
-
-
-
-
3,220,858
234,525
1,622,233
Contributions of equity, net of
transaction costs
7.1.1
3,220,858
Share-based payments – Directors’ and
advisors’ options
20
-
234,525
-
-
3,220,858
234,525
Balance at 30 June 2019
8,976,274
998,144
(8,352,185)
1,622,233
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
P a g e | 25
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
Cash flow from operating activities
Payments to suppliers & employees
Interest received
Payments for exploration expenditure
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
Note
2019
$
2018
$
(1,397,813)
(807,732)
34,017
15,234
(1,635,602)
(1,033,062)
Net cash outflow from operating activities
5.1.2a
(2,999,398)
(1,825,560)
Cash flow from investing activities:
Purchase of property, plant, equipment
Cash obtained from acquisition of subsidiary
Net cash inflow from investing activities
Cash flow from financing activities:
Proceeds from issue of shares
Cost of capital raising
Proceeds from borrowings
Repayments of borrowings
Net cash inflow from financing activities
Net increase in cash held
Effect of foreign exchange movement on cash
Cash and cash equivalents at the beginning of the year
-
-
-
(31,967)
319,690
287,723
3,660,000
3,475,084
(270,621)
(229,096)
-
-
41,893
(251,661)
3,389,379
3,036,220
389,981
1,498,383
-
1,508,169
9,342
444
Cash and cash equivalents at the end of year
5.1
1,898,150
1,508,169
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
P a g e | 26
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
In preparing the 2019 financial statements, Kopore Metals Limited has grouped notes into sections under five key categories:
Section A: How the numbers are calculated ......................................................................................................................... 28
Section B: Risk ...................................................................................................................................................................... 40
Section C: Group structure ................................................................................................................................................... 44
Section D: Unrecognised items ............................................................................................................................................. 46
Section E: Other Information ................................................................................................................................................ 47
Significant accounting policies specific to each note are included within that note. Accounting policies that are determined to be
non-significant are not included in the financial statements.
The presentation of the notes to the financial statements has changed from the prior year and is supported by the IASB’s
Disclosure Initiative. As part of this project, the AASB made amendments to AASB 101 Presentation of Financial Statements which
have provided preparers with more flexibility in presenting the information in their financial reports.
The financial report is presented in Australian dollars, except where otherwise stated.
The registered office and principle of business of the Company is:
Address:
Suite 5, 62 Ord Street
WEST PERTH WA 6005
+61 (0)8 9322 1587
+61 (0)8 9322 5230
Telephone:
Facsimile:
P a g e | 27
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
SECTION A. HOW THE NUMBERS ARE CALCULATED
This section provides additional information about those individual line items in the financial statements that the Directors
consider most relevant in the context of the operations of the entity, including:
(a) accounting policies that are relevant for an understanding of the items recognised in the financial statements. These cover
situations where the accounting standards either allow a choice or do not deal with a particular type of transaction
(b) analysis and sub-totals, including segment information
(c)
information about estimates and judgements made in relation to particular items.
NOTE 1
REVENUE AND OTHER INCOME
1.1
From continuing operations:
Interest – unrelated parties
Other income
Total revenue and other income
1.1.1 Accounting Policy
a.
Interest revenue
2019
$
34,017
1,296
35,313
2018
$
15,234
-
15,234
Interest revenue is recognised in accordance with Note 3.1 Finance income and expenses.
b. Other income
Other income is recognised when the Group obtains control over the funds, which is at the time of receipt.
All revenue is stated net of the amount of GST (Note 23.3 Goods and Services Tax (GST)).
NOTE 2
LOSS BEFORE INCOME TAX
Loss before income tax has been determined after including the following
expenses:
2.1
Depreciation and amortisation:
2019
$
2018
$
Depreciation and amortisation of plant and equipment
5,541
1,611
2.1.1 Accounting Policy
a. Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave is expected to
be settled 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 when the liabilities are settled.
b. Retirement benefit obligations: Defined contribution superannuation funds
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions onto a
separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to
defined contribution superannuation funds are recognised as an expense in the income statement as incurred.
c. Long service leave
Any liability for employee benefits relating to long service leave represents the present value of the estimated future cash
outflows to be made by the employer resulting from employees' services provided up to the reporting date.
P a g e | 28
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 2
LOSS BEFORE INCOME TAX (CONT.)
d. Equity-settled compensation
The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair
value is measured at grant date and spread over the period during which the employees become unconditionally entitled
to the options. The fair value of the options granted is measured using the Black-Scholes pricing model, considering the
terms and conditions upon which the options were granted. The amount recognised is adjusted to reflect the actual number
of share options that vest except where forfeiture is only due to market conditions not being met.
NOTE 3
OTHER SIGNIFICANT ACCOUNTING POLICIES RELATED TO ITEMS OF PROFIT AND LOSS
3.1
Finance income and expenses
Finance income comprises interest income on funds invested (including available-for-sale financial assets), gains on the
disposal of available-for-sale financial assets and changes in the fair value of financial assets at fair value through profit
or loss. Interest revenue is recognised on a time proportionate basis that considers the effective yield on the financial
asset.
Financial expenses comprise interest expense on borrowings calculated using the effective interest method, unwinding
of discounts on provisions, changes in the fair value of financial assets at fair value through profit or loss and impairment
losses recognised on financial assets. All borrowing costs are recognised in profit or loss using the effective interest
method
NOTE 4
INCOME TAX
4.1
The prima facie tax on loss from ordinary activities before income tax is
reconciled to the income tax expense as follows:
Loss before income tax
Prima facie tax payable on loss from ordinary activities before income tax
at 30% (2018: 27.5%)
Capital-raising costs deductible
Non-deductible expenses
Share based payments
Deferred tax asset not brought to account
Income tax expense
4.2
Deferred tax liability
Exploration and evaluation expenditure – Australia Mining Properties
Temporary differences – Australia
Off-set of deferred tax assets
Net deferred tax liability recognised
2019
$
2018
$
(3,253,172)
(4,727,556)
(975,952)
(1,300,078)
(52,340)
580,931
40,201
407,160
-
738,916
-
561,162
-
-
-
-
-
-
-
-
-
-
-
-
P a g e | 29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 4
INCOME TAX (CONT.)
4.3
Unrecognised deferred tax assets arising on timing
Tax Losses
Temporary Differences
Capital losses
Off-set of deferred tax liabilities
Net deferred tax assets unrecognised
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
2019
$
2018
$
2,798,145
2,192,988
137,571
99,665
1,640,850
1,504,113
4,576,566
3,796,766
-
-
4,576,566
3,796,766
Net deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will
be available against which deductible temporary differences and tax losses can be utilised.
The Group has tax losses of $8,380,297 (2018: $7,974,503) that have the ability to be carried forward indefinitely for offset
against future taxable profits of the Group. The recoupment of available tax losses as at 30 June 2019 are contingent upon the
Group satisfying the following conditions:
deriving future assessable income of a nature and of an amount sufficient to enable the benefit from the losses to be
realised;
the conditions for deductibility imposed by tax legislation continuing to be complied with and the company meeting either
its continuity of ownership test or in the absence of satisfying that test the company can satisfy the same business test; and
there being no changes in tax legislation which would adversely affect the Group from realising the benefits from the losses.
In the event that the Group fails to satisfy these conditions above or the Commissioner of Taxation challenges the Group’s ability
to utilise its losses, the Group may be liable for future income tax on assessable income derived by the Company.
Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best estimates of
Directors. These estimates consider both the financial performance and position of the Company as they pertain to current
income taxation legislation, and the Directors understanding thereof. No adjustment has been made for pending or future
taxation legislation. The current income tax position represents that Directors' best estimate, pending an assessment by tax
authorities in relevant jurisdictions.
4.4
Accounting Policy
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the
national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary
differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused
tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets
are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction.
The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the
deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an
asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or
taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of
investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
P a g e | 30
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 5
FINANCIAL ASSETS AND FINANCIAL LIABILITIES
5.1
Cash and cash equivalents
Cash at bank and on hand
Bank term deposits
Reconciliation of Cash
2019
$
2018
$
1,378,150
1,508,169
520,000
-
1,898,150
1,508,169
Cash at the end of the financial year as shown in the statement of cash
flow is reconciled to items in the consolidated statement of financial
position as follows:
Cash and cash equivalents
1,898,150
1,508,169
5.1.1
The Group’s exposure to interest rate risk is discussed in Note 8.2.4.
5.1.2 Cash Flow Information
a. Reconciliation of cash flow from operations to loss after income tax
Operating loss after income tax
Add / (less) non-cash items:
Depreciation
Non-recurring items relating to acquisition
Share-based payments
Foreign exchange differences (unrealised)
Changes in assets and liabilities
Other receivables
Trade and other payables
Mineral exploration and evaluation assets
(3,253,172)
(4,727,556)
5,541
1,611
-
2,686,967
134,004
(55,303)
84,306
88,421
(3,195)
-
(5,967)
(134,528)
353,913
-
Net Cash Flow used in Operating Activities
(2,999,398)
(1,825,560)
b. Non-cash financing and investing activities
2019
-
30,000,000 options issued as capital raising fee.
2018
-
-
1,625,000 shares issued as acquisition costs for exploration licenses.
7,500,000 shares and 35,000,000 options issued as capital raising fee.
5.1.3 Accounting Policy
For statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call
with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and
bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.
P a g e | 31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 5
FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONT.)
5.2
Other receivables
5.2.1 Current
GST refundable
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
2019
$
26,212
26,212
2018
$
105,964
105,964
5.2.2
The Group’s financial instruments consist mainly of deposits with banks, accounts receivables and payables and loans to
subsidiaries. Risk exposure arising from current receivables is set out in Note 8.
Due to the short-term nature of the current receivables, their carrying amount is assumed to approximate their fair value.
5.2.3
The Group did not recognise any losses in profit or loss in respect of the expected credit losses for the year ended 30
June 2019.
5.2.4 Accounting Policy
Other receivables are generally due for settlement within periods ranging from 15 days to 30 days. Receivables expected
to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables
are classified as non-current assets.
Other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Allowance for expected credit losses of receivables is
continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount
directly. An allowance account is used when there is objective evidence that the Group will not be able to collect all
amounts due according to the original contractual terms. Factors considered by the Group in making this determination
include known significant financial difficulties of the debtor, review of financial information and significant delinquency
in making contractual payments to the Group. The allowance is set equal to the difference between the carrying amount
of the receivable and the present value of estimated future cash flows, discounted at the original effective interest rate.
Where receivables are short-term discounting is not applied in determining the allowance.
The amount of the allowance for expected credit losses is recognised in the statement of profit or loss and other
comprehensive income within other expenses. When an other receivable for which an allowance had been recognised
becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of
amounts previously written off are credited against other expenses in the statement of profit or loss and other
comprehensive income.
5.3
Other Assets
5.3.1 Current:
Prepayments
2019
$
24,010
24,010
2018
$
28,564
28,564
P a g e | 32
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 5
FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONT.)
5.4
Trade and other payables
5.4.1 Current:
Unsecured
Trade payables
Other payables and accruals
Share application monies received in advance
Total unsecured liabilities
5.4.2 Accounting Policy
2019
$
2018
$
192,577
195,771
68,000
257,195
42,732
-
456,348
299,927
Trade payables are non-interest bearing and are normally settled on 30-day terms.
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided
to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make
future payments in respect of the purchase of these goods and services. Trade creditors and other payables are presented
as current liabilities unless payment is not due within 12 months.
Trade and other payables are classified as financial liabilities. Financial liabilities are measured at amortised cost using
the effective interest method.
5.5
Other Significant Accounting Policies related to Financial Assets and Liabilities
5.5.1
Investments and other financial assets
a. Classification
The Group classifies its financial assets in the following measurement categories:
those to be measured subsequently at fair value (either through OCI or through profit or loss), and
those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of
the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in
equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election
at the time of initial recognition to account for the equity investment at fair value through other comprehensive income
(FVOCI).
The Group reclassifies debt investments when and only when its business model for managing those assets changes.
b. Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits
to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial
assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of
ownership.
c. Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows
are solely payment of principal and interest.
P a g e | 33
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 5
FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONT.)
5.5
Other Significant Accounting Policies related to Financial Assets and Liabilities (cont.)
i. Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and
the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies
its debt instruments:
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent
solely payments of principal and interest are measured at amortised cost. Interest income from these financial
assets is included in finance income using the effective interest rate method. Any gain or loss arising on
derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or
loss.
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the
assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the
carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income
and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is
derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss
and recognised in other gains/(losses). Interest income from these financial assets is included in finance income
using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses)
and impairment expenses are presented as separate line item in the statement of profit or loss.
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a
debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within
other gains/(losses) in the period in which it arises.
ii. Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected
to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair
value gains and losses to profit or loss following the derecognition of the investment. Dividends from such
investments continue to be recognised in profit or loss as other income when the Group’s right to receive payments
is established.
Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit
or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI
are not reported separately from other changes in fair value.
d. Impairment
The Group assesses on a forward-looking basis, the expected credit losses associated with its debt instruments carried
at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant
increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by AASB 9, which requires expected lifetime
losses to be recognised from initial recognition of the receivables.
NOTE 6
NON-FINANCIAL ASSETS AND FINANCIAL LIABILITIES
6.1
Plant and equipment
6.1.1 Non-current:
Furniture, fittings and equipment at cost
Less accumulated depreciation
Computer equipment at cost
Less accumulated depreciation
2019
$
594
(309)
285
-
-
-
2018
$
434
(45)
389
5,109
(145)
4,964
P a g e | 34
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 6
NON-FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONT.)
6.1
Plant and equipment (cont.)
6.1.1 Non-current: (cont.)
Motor vehicles at cost
Less accumulated depreciation
6.1.2 Accounting Policy
a. Recognition and measurement
2019
$
27,775
(6,989)
20,786
21,071
2018
$
26,858
(1,387)
25,471
30,824
All plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is
directly attributable to the acquisition of the items.
b. Subsequent costs
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 statement of comprehensive
income during the financial period in which they are incurred.
c. Depreciation
Depreciation on plant and equipment is calculated using the straight-line method to allocate their cost or re-valued
amounts, net of their residual values, over their estimated useful lives, as follows:
Furniture, fittings and equipment
Computer equipment
Motor vehicles
5 years
3 years
5 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting 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.
d. Derecognition and disposal
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in
the statement of profit or loss and other comprehensive income.
P a g e | 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 6
NON-FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONT.)
6.2
Mineral Exploration and Evaluation Assets
6.2.1 Non-current:
Balance at the beginning of the year
Expenditure during the year
Foreign exchange movements
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
2019
$
105,943
-
3,195
2018
$
13,429
92,514
-
Balance at the end of the financial year
109,138
105,943
6.2.2 Recoverability of the carrying amount of exploration assets is dependent on the successful exploration of the areas of
interest.
6.2.3 Key Estimate – Impairment
The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to
impairment of assets and in particular exploration assets. Where an impairment trigger exists, the recoverable amount
of the asset is determined and is dependent upon the ability of the Group to successfully continue exploration of all areas
of interest and satisfy the requirements under AASB 6.
Specifically, the Company has reviewed its exploration tenements with regard to AASB 6 and have determined that:
the period for which the Group has the right to explore in the exploration tenements has not expired during the
period or will not expire in the near future, and is expected to be renewed;
substantive expenditure on further exploration for and evaluation of mineral resources in the exploration tenements
is planned;
exploration will be ongoing for some time and as such it is far too early to state that a discovery of commercially
viable quantities of mineral resources has not occurred; and
as the exploration is still ongoing, there is no sufficient data to conclude that the carrying amount of the exploration
and evaluation asset is unlikely to be recovered.
6.2.4
Key Judgments – Exploration and evaluation expenditure
Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current. These costs
are carried forward in respect of an area that has not at reporting date reached a stage that permits reasonable
assessment of the existence of economically recoverable reserves, refer to the accounting policy stated below. The
carrying value of capitalised expenditure at reporting date is $109,138 (2018: $105,943).
During the financial year, the Group undertook assessment of its tenement assets. As a result of this assessment, the
Group decided that no impairment of its exploration assets was necessary.
6.2.5 Accounting Policy
a. Exploration and evaluation expenditure
Exploration and evaluation project acquisition costs incurred is accumulated in respect of each identifiable area of
interest. These costs are only carried forward to the extent that they are expected to be recouped through the
successful development of the area or where activities in the area have not yet reached a stage that permits
reasonable assessment of the existence of economically recoverable reserves.
Ongoing exploration and evaluation expenditures are expensed as incurred.
Accumulated costs in relation to an abandoned area are written off in full against profit or loss in the year in which
the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of
the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry
forward costs in relation to that area of interest.
b.
Impairment of exploration and evaluation assets
The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful
development and commercial exploitation, or alternatively sale, of the respective area of interest.
P a g e | 36
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 6
NON-FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONT.)
6.3
Other Significant Accounting Policies related to Non-Financial Assets and Liabilities
6.3.1
Impairment of non-financial assets
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating
units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each
reporting date.
NOTE 7
EQUITY
7.1
Issued capital
Note
2019
No.
2018
No.
2019
$
2018
$
Fully paid ordinary shares at no par
value
7.1.1 Ordinary shares
7.1.1
634,776,400
435,776,400
8,976,274
5,755,416
At the beginning of the year
435,776,400
61,000
5,755,416
120,646
Shares issued during the year:
GET capital raising @ $8.04
Issued for repayment of
borrowings as part of the GET
capital raising @ $8.04
Elimination of existing GET
shares
Kopore shares on acquisition
Issue for acquisition of
subsidiary
Placement @ $0.02 per share
Issued to Directors
Issued to advisors
Issued as consideration for
Virgo licences
Placement @ $0.025 per share
Placement @ $0.01 per share
Transaction costs relating to share
issues:
Share-based payments (Shares)
Share-based payments
(Options)
Share issue costs – Cash-based
-
-
-
-
-
-
-
-
-
59,090
3,110
(123,200)
135,401,400
137,500,000
150,000,000
3,750,000
7,500,000
1,625,000
106,800,000
92,200,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,670,000
922,000
475,084
25,004
-
-
2,708,028
3,000,000
112,500
225,000
68,250
-
-
-
(225,000)
(100,521)
(525,000)
(270,621)
(229,096)
At end of the year
634,776,400
435,776,400
8,976,274
5,755,416
P a g e | 37
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 7
EQUITY (CONT.)
7.1.2
Terms and Conditions
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number
of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called otherwise each
shareholder has one vote on a show of hands.
7.1.3 Accounting Policy
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new
shares or options, or for the acquisition of a business, are not included in the cost of the acquisition as part of the purchase
consideration.
7.2
Options
For information relating to the share-based payment plan, including details of options issued and/or lapsed during the
financial year, and the options outstanding at balance date, refer to Note 20 Share-based Payments. The total number of
options on issue are as follows:
Note
2019
No.
2018
No.
2019
$
7.2.1 Unlisted options
At the beginning of the year
55,029,250
-
825,000
Options issued during the year:
Kopore options on acquisition
Issued to Directors and
advisors – Ex. Date: 8.11.20 Ex.
Price: $0.06
Expired unexercised – Ex. Date:
17.11.17 Ex. Price $7.44
Issued to Broker – Ex. Date:
19.11.19 Ex. Price: $0.0363
Issued to Directors – Ex. Date:
7.12.23 Ex. Price: $0.045
Issued to Consultants – Ex.
Date: 19.11.23 Ex. Price: 0.045
Issued to Directors – Ex. Date:
29.05.24 Ex. Price: $0.036
Expired unexercised – Ex. Date:
16.07.18 Ex. Price: $2.92
Expired unexercised –Ex. Date:
9.03.19 Ex. Price: $7.60
-
-
-
63,750
55,000,000
(34,500)
20.1.2
30,000,000
20.1.1
14,000,000
20.1.1
3,000,000
20.1.1
8,000,000
(21,750)
(7,500)
-
-
-
-
-
-
-
-
-
100,521
98,862
32,650
2,491
-
-
2018
$
-
-
825,000
-
-
-
-
-
-
-
At end of the year
110,000,000
55,029,250
1,059,524
825,000
7.3
Non-Controlling Interests
Management have assessed that the Fair Value of non-controlling interests is not materially different to the carrying amount.
P a g e | 38
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 7
EQUITY (CONT.)
7.4
Reserves
Foreign currency translation reserve
Share-based payment reserve
7.4.1
Foreign currency translation reserve
Note
7.4.1
7.4.2
2019
$
(61,381)
2018
$
(1,866)
1,059,525
825,000
998,144
823,134
The foreign currency translation reserve is used to record exchange differences arising from the translation of the
financial statements of foreign subsidiaries.
Balance at beginning of the year
Change in reserve
Balance at end of the year
2019
$
(1,866)
(59,515)
(61,381)
2018
$
-
(1,866)
(1,866)
7.4.2 Share-based payment reserve (formerly Option reserve)
The share-based payment reserve records the value of options issued to Directors, employees or consultants.
Balance at beginning of the year
Options issued
Balance at end of the year
2019
$
825,000
234,525
2018
$
-
825,000
1,059,525
825,000
P a g e | 39
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
SECTION B. RISK
This section of the notes discusses the Group’s exposure to various risks and shows how these could affect the Group’s
financial position and performance.
NOTE 8
FINANCIAL RISK MANAGEMENT
8.1
Financial Risk Management Policies
The Group’s financial instruments consist mainly of deposits with banks, short-term investments, and accounts
receivables and payables, loans to subsidiaries. The Group does not speculate in the trading of derivative instruments.
Risk management has focused on limiting liabilities to a level which could be extinguished by sale of assets if necessary.
The Group's activities expose it to a variety of financial risks; market risk (including fair value interest rate risk and price
risk), credit risk, liquidity risk and cash flow interest rate risk. The Group's overall risk management program focuses on
the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of
the Group. The Group is engaged in mineral exploration and evaluation, and does not currently sell product and derives
only limited revenue from interest earned.
Risk management is carried out by the Board as a whole and no formal risk management policy has been adopted but is
in the process of development.
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Other receivables
Financial liabilities
Trade and other payables
Net financial instruments
2019
$
2018
$
1,898,150
1,508,169
26,212
105,964
1,924,362
1,614,133
456,348
456,348
299,927
299,927
1,468,014
1,314,206
8.2
Specific Financial Risk Exposures and Management
8.2.1 Market risk
a. Foreign exchange risk
Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency that
is not the functional currency of the Group being Namibian dollar and Botswana Pula. Currently there are no foreign
exchange programs in place. The Group treasury function manages the purchase of foreign currency to meet
operational requirements. The impact of reasonably possible changes in foreign exchange rates for the Group has the
potential to be material. The Group monitors this risk on a regular basis.
b. Price risk
The Group is not exposed to securities price risk on investments held for trading or for medium to longer term as no
such investments are currently held.
8.2.2 Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting date to
recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in
the statement of financial position and notes to the financial statements. The Group does not have any material credit
risk exposure to any single receivable or group of receivables.
The Group applies simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance
for all receivables and contract assets.
Credit risk related to balances with banks and other financial institutions is managed by the Directors in accordance with
approved Company policy.
P a g e | 40
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 8
FINANCIAL RISK MANAGEMENT (CONT.)
8.2
Specific Financial Risk Exposures and Management (cont.)
8.2.3
Liquidity risk
Liquidity risk is the risk that the entity will not be able to meet its financial obligations as they fall due. The objective of
the Group is to maintain sufficient liquidity to meet commitments under normal and stressed conditions.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, and the availability of
funding through an adequate amount of committed credit facilities. Due to the lack of material revenue, the Group aims
at maintaining flexibility in funding by maintaining adequate reserves of liquidity.
The Group did not have access to any undrawn borrowing facilities at the reporting date.
All liabilities are current and will be repaid in normal trading terms.
a. Contractual Maturities
The following are the contractual maturities of financial assets and liabilities of the Group:
Within 1 Year
Greater Than 1 Year
2019
$
2018
$
2019
$
2018
$
Total
2019
$
2018
$
Financial liabilities due for payment
Trade and other payables
456,348
299,927
Total contractual outflows
456,348
299,927
Financial assets
Cash and cash equivalents
1,898,150
1,508,169
Other receivables
26,212
105,964
Total anticipated inflows
1,924,362
1,614,133
Net (outflow)/inflow on financial
instruments
1,468,014
1,314,206
-
-
-
-
-
-
-
-
-
-
-
-
456,348
299,927
456,348
299,927
1,898,150
1,508,169
26,212
105,964
1,924,362
1,614,133
1,468,014
1,314,206
It is not expected that the cash flows included in the maturity analysis could occur significantly later or at significantly
different amounts.
8.2.4 Cash flow and interest rate risk
From time to time the Group has significant interest-bearing assets, but they are as a result of the timing of equity raising
and capital expenditure rather than a reliance on interest income. The interest rate risk arises on the rise and fall of
interest rates. The Group’s income and operating cash flows are not expected to be materially exposed to changes in
market interest rates in the future and the exposure to interest rates is limited to the cash and cash equivalents balances.
As such, this is not considered a material exposure and no sensitivity analysis has been prepared.
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of
changes in market interest rates and the effective weighted average interest rates on classes of financial assets and
financial liabilities, is below.
P a g e | 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 8
FINANCIAL RISK MANAGEMENT (CONT.)
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
2019
Financial assets
Cash and cash equivalents
Other receivables
Weighted average interest rate
Financial Liabilities
Trade and other payables
2018
Financial assets
Cash and cash equivalents
Other receivables
Weighted average interest rate
Financial Liabilities
Trade and other payables
Floating interest
rate
$
Fixed interest
maturing in 1 year
or less
$
Non-interest
bearing
$
Total
$
1,378,150
520,000
-
1,898,150
-
1,378,150
0.87%
-
-
-
520,000
2.40%
-
-
26,212
26,212
N/A
456,348
456,348
Floating interest
rate
$
Fixed interest
maturing in 1 year
or less
$
Non-interest
bearing
$
1,508,169
-
1,508,169
0.83%
-
-
-
-
-
-
-
-
-
105,964
105,964
N/A
299,927
299,927
26,212
1,924,362
456,348
456,348
Total
$
1,508,169
105,964
1,614,133
299,927
299,927
8.2.5 Net fair value of Financial Assets and Liabilities
The net fair value of cash and cash equivalents and non-interest bearing monetary assets and financial liabilities
approximates their carrying values.
a. Fair value hierarchy
AASB 13 Fair Value Measurement: Disclosures requires disclosure of the fair value measurements by level of the
following fair value measurement hierarchy:
Level 1 - quoted prices (unadjusted) in active markets for identical assets and liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (as prices) or indirectly (derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs)
All financial assets are classified as Level 1 and their value has been calculated in line with accounting policy note 23.7
Fair Value.
P a g e | 42
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 9
CAPITAL MANAGEMENT
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that they may
continue to provide returns for shareholders and benefits for other stakeholders. The capital structure of the Group consists of equity
attributable to equity holders of the parent comprising issued capital, reserves and accumulative losses.
Due to the nature of the Group’s activities, being mineral exploration, the Group does not have ready access to credit facilities, with
the primary source of funding being equity raisings. Therefore, the focus of the Group’s capital risk management is the current
working capital position against the requirements of the Group to meet exploration programs and corporate overheads. The Group’s
strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating
appropriate capital raisings as required.
The Group is not subject to any externally imposed capital requirements.
The working capital position of the Group at 30 June 2019 and 30 June 2018 is as follows:
Cash and cash equivalents
Other receivables
Trade and other payables
Working capital position
Note
5.1
5.2
5.4
2019
$
2018
$
1,898,150
1,508,169
26,212
105,964
(456,348)
(299,927)
1,468,014
1,314,206
P a g e | 43
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
SECTION C. GROUP STRUCTURE
This section provides information which will help users understand how the Group structure affects the financial
position and performance of the Group as a whole. In particular, there is information about:
(a) changes to the structure that occurred during the year as a result of business combinations and the disposal of a
discontinued operation
(b) transactions with non-controlling interests, and
(c)
interests in joint operations.
A list of significant subsidiaries is provided in Note 10.
NOTE 10
INTEREST IN SUBSIDIARIES
Shares in controlled entities are unlisted and comprise:
Alvis-Crest Holdings (Pty) Ltd
Ashmead Holdings (Pty) Ltd
Icon-Trading Company (Pty) Ltd
Global Exploration Technologies Pty Ltd
MNE Holdings Pty Ltd*
Phil-Aust Holdings Pty Ltd*
Comval Property Pty Ltd*
Marlin Mining Corporation*
MNE Philippine Realty, Inc*
Trans-Kalahari Copper Namibia (Pty) Ltd
Kopore (WA) Pty Ltd
Country of Incorporation
Botswana
Botswana
Botswana
Australia
Australia
Australia
Australia
Philippines
Philippines
Namibia
Australia
Percentage Owned
2019
100
100
100
100
-
-
-
-
-
100
100
2018
100
100
100
100
100
100
100
100
40
100
100
* During the year the Company disposed of its 100% owned subsidiaries Comval Property Pty Ltd, Phil-Aust Holdings Pty Ltd and MNE
Holdings Pty Ltd including Marlin Mining Corporation and MNE Philippine Realty Inc. and an associate company, Agusan Metals
Corporation for the consideration of $1.
The impact of the disposal on the Group’s financial position and financial performance is immaterial.
Investments in subsidiaries are accounted for at cost and have been written down to nil.
The Group has no equity accounted investments at 30 June 2019 (2018: Nil)
P a g e | 44
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 11 ACQUISITION OF GLOBAL EXPLORATION TECHNOLOGIES PTY LTD
2018
On 30 August 2017, Kopore Metals Limited (formerly Metallum Limited) (“Kopore”) entered into a binding head of
agreement (“Acquisition Agreement”) with Global Exploration Technologies Pty Ltd (“GET”) under which the Company
acquired 100% of the issued capital of GET.
Under the terms of the Agreement, the consideration for the acquisition of 100% of the issued capital of GET was
137,500,000 fully paid ordinary shares in Kopore at a deemed issue price of $0.02 per share (“Consideration Shares”).
Under AASB 3 Business Combinations, the acquisition does not meet the definition of a business combination as the
activities of GET at the date of acquisition did not represent a business. The transaction has therefore been accounted
for using the principles of reverse acquisition accounting by analogy. The transaction has been accounted for by reference
to AASB 2 Share Based Payments as a share-based payment for the purposes of obtaining a stock-exchange listing.
Applying the reverse acquisition method of accounting, following the acquisition, the consolidated financial statements
are required to represent the continuation of the financial statements of GET.
The acquisition date fair value of the net assets of Kopore, being the acquired entity for accounting purposes, was as
follows:
Cash and cash equivalents
Trade and other receivables
Other assets
Plant and equipment
Trade and other payables
Fair value of identifiable assets assumed
Fair value
$
319,690
213,387
5,876
434
(105,826)
433,561
The fair value of consideration given by Kopore to the shareholders of GET
2,708,028
Amount recognised as listing expenses:
Fair value of consideration for acquisition
Fair value of net assets acquired
NOTE 12 NON-RECURRING ITEMS RELATING TO ACQUISITION
Note
Consultancy costs
Directors’ fees – share based payment
Directors’ options – share based payment
Listing expense
20
20
11
2,708,028
(433,561)
2,274,467
2018
$
150,000
112,500
300,000
2,274,467
2,836,967
2019
$
-
-
-
-
-
P a g e | 45
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
SECTION D. UNRECOGNISED ITEMS
This section of the notes includes other information that must be disclosed to comply with the accounting standards
and other pronouncements, but that is not immediately related to individual line items in the financial statements.
NOTE 13
COMMITMENTS
13.1 Operating expenditure commitments payable:
Within one year
After one year but not more than five years
After five years
2019
$
742,112
459,000
-
2018
$
307,500
771,875
-
Total Exploration tenement minimum expenditure requirements
1,201,112
1,079,375
The commitments of the Group above are the same as those for Kopore Metals Limited.
NOTE 14
CONTINGENT ASSETS AND LIABILITIES
14.1
Virgo Licence Acquisition
In accordance with the agreement between Kopore Metals Limited, Alvis Crest (Proprietary) Limited and Virgo Business
Solutions CO (Virgo).
Upon year 2 of the acquisition the Company will issue fully paid shares in the Company to Virgo to a value of A$6,250
multiplied by the number of Tenements held by Kopore as at that date.
To issue fully paid shares in the Company to Virgo with a deemed value of A$650,000 (with the deemed issue price
being the higher of $0.04 or the 30-day VWAP of the shares at the date of the Announcement, as defined below upon
satisfaction of the following performance-based milestones:
(i) First announcement by the Company of a JORC Code 2012 Compliant Measured or Indicated Mineral Resource,
on any of the licences, of greater than 1 million tonnes of contained copper at a grade of greater than 1.2%.
The Directors are not aware of any other contingent liabilities that may have arisen from the Groups operations as at 30 June
2019.
NOTE 15
EVENTS SUBSEQUENT TO REPORTING DATE
On 1 July 2019, the Company completed the Placement of 7.8 million fully paid ordinary shares at $0.01 per share to directors as
announced on 9 May 2019 and approved by Shareholders on 26 June 2019.
There were no other significant events after the end of the reporting year.
P a g e | 46
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
SECTION E. OTHER INFORMATION
This section of the notes includes other information that must be disclosed to comply with the accounting standards
and other pronouncements, but that is not immediately related to individual line items in the financial statements.
NOTE 16 KEY MANAGEMENT PERSONNEL COMPENSATION
Short term employee benefits
Post-employment benefits
Share based payments
NOTE 17 RELATED PARTY TRANSACTIONS
17.1
KMP and related party transactions
Transactions between related parties are on normal commercial terms and
conditions no more favourable than those available to other parties unless
otherwise stated.
Evolution Corporate Services Pty Ltd
Evolution Corporate Services Pty Ltd, a company associated with Ms.
Shannon Coates, provides company secretarial services in accordance with
a service agreement.
17.2
KMP and related party balances
a. Contained within other creditors and accruals are the following
accruals for fees payable to KMP:
The Steele Group, a Company where Mr Grant Ferguson is a
director
Evolution Corporate Services Pty Ltd, a company associated with
Ms. Shannon Coates
Ms. Shannon Coates
2019
$
368,795
10,905
101,353
481,053
2019
$
2018
$
311,686
1,874
382,500
696,060
2018
$
38,903
40,000
-
20,625
4,950
2,500
-
-
There are no other related party transactions other than those payments to Directors as disclosed in the remuneration report.
NOTE 18 AUDITOR’S REMUNERATION
Remuneration of the auditors, RSM Australia Partners, for:
Auditing or reviewing the accounts
Tax services
2019
$
30,000
9,000
39,000
2018
$
40,500
8,800
49,300
P a g e | 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 19
LOSS PER SHARE
19.1
Reconciliation of loss to profit or loss
Loss for the year
Less: loss attributable to non-controlling equity interest
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
2019
$
2018
$
(3,253,172)
(4,727,556)
-
-
Loss used in the calculation of basic and diluted loss per share
(3,253,172)
(4,727,556)
2019
No.
2018
No.
19.2 Weighted average number of ordinary shares outstanding during the year
used in calculation of basic loss per share
547,479,696
278,409,578
19.3
Loss per share
2019
₵
Basic loss per share (cents per share)
19.4
(0.59)
2018
₵
(1.70)
19.4
The Group does not report diluted earnings per share where options would not result in the issue of ordinary shares for less
than the average market price during the period (out of the money). In addition, the Group does not report diluted earnings per
share on annual losses generated by the Group. At the end of the 2019 financial year, the Group had no unissued shares under
options that were out of the money which are anti-dilutive (2018: nil).
19.5
Accounting Policy
19.5.1 Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company, excluding any
costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year.
19.5.2 Diluted earnings per share
Potential shares as a result of options outstanding at the end of the year are not dilutive and therefore have not been
included in the calculation of diluted earnings per share.
NOTE 20 SHARE-BASED PAYMENTS
The following share-based payment arrangements were entered into during the
period:
Shares issued to Directors in lieu of fees
Unlisted options issued to consultants in lieu of services
Unlisted options issued to Directors
Total shares-based payments included in statement of profit or loss and other
comprehensive income.
Unlisted options issued to advisers in lieu of services
Shares issued to advisers in lieu of services
Total share-based payments included in statement of financial position as capital
raising costs.
Total share-based payments recognised in reserves is $234,525 (2018: $825,000)
2019
$
2018
$
-
112,500 a
32,650
101,354
-
300,000 a
134,004
412,500
100,521
-
525,000
225,000
100,521
750,000
a.
Total share-based payments included in statement of profit or loss and other comprehensive income as Non-recurring items relating to acquisition on 30 August 2017.
P a g e | 48
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Note 20
Share-based payments (cont.)
20.1
Share-based payment arrangements in effect during the year
20.1.1 Share-based payments recognised in profit and loss
i. Consultant Options
In consideration for services, the Company has issued 3,000,000 Options with terms and summaries below:
Number of Options
3,000,000(1)
Date of Expiry
19/11/2023
Exercise Price
$0.045
(1) Unquoted options issued to the consultant in lieu of services provided were valued at $32,650.
ii. Director Options
Following shareholder approval, the Company issued 14,000,000 Options to Directors on 7 December 2018, on the
following terms:
Number of Options
Date of Expiry
Exercise Price
6,000,000(1)
8,000,000(2)
7/12/2023
7/12/2023
$0.045
$0.045
(1) Unquoted options issued to the Directors were valued at $66,016 and had no vesting conditions.
(2) Unquoted option issued to the Director were valued at $32,846 and had the following vesting conditions:
a. 1/3 of options issued vest 12 months after the date of issue
b. 1/3 of options issued vest 24 months after the date of issue
c. 1/3 of options issued vest 36 months after the date of issue
iii. Director Options
Following shareholder approval, the Company issued 8,000,000 Options to a Director on 29 May 2019, on the following
terms:
Number of Options
8,000,000(1)
Date of Expiry
29/05/2024
Exercise Price
$0.036
(1) Unquoted option issued to the Managing Director were valued at $2,491 and had the following vesting conditions:
a. 1/3 of options issued vest on 29 May 2020
b. 1/3 of options issued vest on 29 May 2021
c. 1/3 of options issued vest on 29 May 2022
20.1.2 Share-based payments recognised in capital raising costs
i. Broker Options
In consideration for services provided by the lead manager for the $2.67m raise, the Company issued 30,000,000 Options on
the following terms:
Number of Options
30,000,000(1)
Date of Expiry
19/11/2019
Exercise Price
$0.0363
(1) Unquoted options issued to the lead manager in lieu of services provided were valued at $100,521.
P a g e | 49
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Note 20
Share-based payments (cont.)
20.2
Fair value of options grants during the year
The fair value of the options granted were calculated using the Black-Scholes option pricing model, applying the following
inputs to options issued this year:
Grant date:
Grant date share price:
Option exercise price:
19/11/2018
19/11/2018
19/11/2018
29/05/2019
$0.017
$0.045
$0.017
$0.045
$0.017
$0.0363
$0.010
$0.036
Number of options issued:
3,000,000
14,000,000
30,000,000
8,000,000
Term (years):
Expected share price volatility:
Risk-free interest rate:
Value per option
5
104%
2.29%
5.10
104%
2.29%
1
104%
2.02%
5
104%
1.17%
$0.0109
$0.0110
$0.0034
$0.0058
The expected life of the option is based on historical data and is not necessarily indicative of exercise patterns that may
occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may
also not necessarily be the actual outcomes.
20.2.1 Accounting Policy
The Group provides benefits to employees (including senior executives) 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. The fair value is determined by using a Black-Scholes model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the
price of the shares of Kopore (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which
the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully
entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each balance date until vesting date reflects (i) the extent
to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will
ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these
conditions is included in the determination of fair value at grant date. The statement of profit or loss and other comprehensive
income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end
of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a
market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and
designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a
modification of the original award, as described in the previous paragraph.
P a g e | 50
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Note 20
Share-based payments (cont.)
20.3 Movement in share-based payment arrangements during the period
A summary of the movements of all company options issued as share-based payments is as follows:
2019
2018
Number of Options
Weighted Average
Exercise Price
(cents)
Number of Options
Weighted Average
Exercise Price
(cents)
Outstanding at the beginning of the year
55,029,250
Kopore options on acquisition
Granted – in lieu of creditors and Directors’
fees
Granted – capital raising costs
-
25,000,000
30,000,000
6.2
-
4.2
1.0
-
-
63,750
591.7
20,000,000
35,000,000
6.0
6.0
Expired
Outstanding at year-end
Exercisable at year-end
(29,250)
526.0
(34,500)
744.1
110,000,000
94,000,000
4.9
5.1
55,029,250
55,029,250
6.2
6.2
i. No share-based payment options were exercised during the year.
ii. The weighted average remaining contractual life of share-based payment options outstanding at year end was 1.83
years (2018: 2.36 years).
NOTE 21
SEGMENT REPORTING
21.1
Identification of reportable segments
The Group 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 Group is managed primarily on the basis of business category and geographical areas. Operating segments are therefore
determined on the same basis.
Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar
economic characteristics. The Group considers that it has only operated in one segment, being the exploration business.
21.2
Basis of accounting for purposes of reporting by operating segments
21.2.1 Accounting policies adopted
The accounting policies used by the Group in reporting segments are in accordance with the measurement principles of
Australian Accounting Standards.
21.2.2
Inter-segment transactions
All such transactions are eliminated on consolidation of the Group's financial statements.
Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of
transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair
value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements.
21.2.3 Segment assets
During the year ended 30 June 2019 and 30 June 2018, all assets were in the same business segment, which is the Group’s
exploration business.
P a g e | 51
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Note 21
SEGMENT REPORTING (CONT.)
21.2.4 Segment liabilities
During the year ended 30 June 2019 and 30 June 2018, all liabilities were in the same business segment, which is the
Group’s exploration business.
21.3
Revenue by geographical region
There is no revenue attributable to external customers for the year ended 30 June 2019 and 30 June 2018.
21.4
Assets by geographical region
During the year ended 30 June 2019 and 30 June 2018, all reportable segment assets are located in Africa, with the
Group’s financial assets located in Africa and Australia.
NOTE 22 PARENT ENTITY DISCLOSURES
22.1
Financial Position of Kopore Metals Limited
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
22.2
Financial Performance of Kopore Metals Limited
Loss for the year
Total comprehensive loss
22.3
Guarantees entered into by Kopore Metals Limited
2019
$
2018
$
1,794,737
1,568,409
-
-
1,794,737
1,568,409
204,568
127,669
-
-
204,568
127,669
1,590,169
1,440,740
30,437,226
27,261,868
5,969,975
5,735,450
(34,817,032)
(31,556,578)
1,590,169
1,440,740
(3,260,454)
(2,295,718)
(3,260,454)
(2,295,718)
There are no guarantees entered into by Kopore Metals Limited for the debts of its subsidiaries as at 30 June 2019 (2018:
none).
22.4
Contingent liabilities of Kopore Metals Limited
The contingent liabilities of Kopore Metals Limited are the same as those for the Group disclosed in Note 14.
22.5
Commitments of Kopore Metals Limited
The commitments of Kopore Metals Limited are the same as those for the Group disclosed in Note 13.
P a g e | 52
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 23
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements
to the extent they have not already been disclosed in the other notes above. These policies have been consistently applied to all the
years presented, unless otherwise stated.
23.1
Basis of preparation
23.1.1 Reporting Entity
Kopore Metals Limited is a listed public company limited by shares, domiciled and incorporated in Australia. The Company’s
registered office is at Suite 5, 62 Ord Street, West Perth, Western Australia. These are the consolidated financial statements
and notes of Kopore Metals Limited (the Company) and controlled entities (collectively the Group). The financial statements
comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial
statements, the Company is a for-profit entity. The Group is a for-profit entity and is primarily involved in the exploration,
development and mining of minerals.
The separate financial statements of Kopore Metals Limited, as the parent entity, have not been presented with this financial
report as permitted by the Corporations Act 2001 (Cth).
23.1.2 Basis of accounting
These financial statements are general purpose financial statements which have been prepared in accordance with
Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board (AAS Board) and
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and the
Corporations Act 2001 (Cth).
Australian Accounting Standards (AASBs) set out accounting policies that the AAS Board has concluded would result in a
financial report containing relevant and reliable information about transactions, events and conditions to which they apply.
Compliance with AASBs ensures that the financial statements and notes also comply with IFRS as issued by the IASB.
The financial statements were authorised for issue on 25 September 2019 by the Directors of the Company.
23.1.3 Going Concern
The financial statements have been prepared on the going concern basis that contemplates the continuity of normal business
activities and the realization of assets and extinguishment of liabilities in the ordinary course of business.
As disclosed in the financial statements, the Group incurred a loss for the year of $3,253,172 and a net cash outflows from
operating activities of $2,999,398 for the year ended 30 June 2019.
The Directors have prepared a cash flow forecast, which indicates that the ability of the Group to continue as a going
concern is primarily dependent on securing additional funding through capital raisings.
These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as
a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business
and at the amounts stated in the financial report.
The Directors believe that there are reasonable grounds to believe that the Group will be able to continue as a going
concern, after consideration of the following factors:
1.
2.
The Directors are confident the Group has the ability to raise further funds through capital raisings as and when
required as it has successfully done in the past.; and
The Group has the ability to curtail its activities in order to conserve cash.
Accordingly, the Directors believe that the Group will be able to continue as a going concern and that it is appropriate to
adopt the going concern basis in the preparation of the financial report.
The financial report does not include any adjustments relating to the amounts or classification of recorded assets or
liabilities that might be necessary if the Group does not continue as a going concern.
23.1.4 Comparative Figures
Where required by AASBs comparative figures have been adjusted to conform to changes in presentation for the current
financial year.
Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its
financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in
addition to the minimum comparative financial statements is presented.
P a g e | 53
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Note 23
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
23.2
Principles of Consolidation
As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the consolidated financial
statements as well as their results for the year then ended. Where controlled entities have entered (left) the Group during
the year, their operating results have been included (excluded) from the date control was obtained (ceased).
23.2.1 Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the parent, Kopore Metals Limited,
and all of the subsidiaries. Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed
to, or has right to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power over the entity. A list of the subsidiaries is provided in Note 10.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from
the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that
control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between group
entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments
made where necessary to ensure uniformity of the accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as non-controlling
interests. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and
are entitled to a proportionate share of the subsidiary's net assets on liquidation at either fair value or at the non-
controlling interests' proportionate share of the subsidiary's net assets. Subsequent to initial recognition, non-controlling
interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling
interests are shown separately within the equity section of the statement of financial position and statement of
comprehensive income.
23.3
Goods and Services Tax (GST)
Goods and Services Tax (GST) is the generic term for the broad-based consumption taxes that the Group is exposed to
such as: Australia (Goods and Services Tax or GST) and in Botswana and Namibia (Value-added tax or VAT), hereafter
collectively referred to as GST.
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as
part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the taxation authority is included with other receivables or payables in the consolidated
statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.
23.4
Foreign currency translation
The financial statements are presented in Australian dollars, which is Kopore Metals Limited's functional and presentation
currency.
23.4.1 Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
23.4.2 Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the
reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average
exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign
exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
P a g e | 54
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Note 23
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
23.5
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12
months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used
to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other
liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
23.6
Use of estimates and judgments
The preparation of consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
These estimates and associated assumptions are based on historical experience and various factors that are believed to
be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates.
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.
Judgements made by management in the application of AASBs that have significant effect on the consolidated financial
statements and estimates with a significant risk of material adjustment in the next year are discussed in 23.6.1.
23.6.1 Critical Accounting Estimates and Judgements
Judgements, estimates and assumptions are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group
makes assumptions concerning the future. All judgements, estimates and assumptions made are believed to be
reasonable based on the most current set of circumstances available to management. The resulting accounting estimates
will, by definition, seldom equal the related actual results. The judgements, estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts and assets and liabilities within the next financial
year are discussed further at Note 6.2.3.
23.7
Fair Value
23.7.1 Fair Value of Assets and Liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending
on the requirements of the applicable AASB.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly
unforced transaction between independent, knowledgeable and willing market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to
determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset
or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or
more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market
data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the
market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the
most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the
receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account
transaction costs and transport costs).
For non-financial assets, the fair value measurement also considers a market participant's ability to use the asset in its
highest and best use or to sell it to another market participant that would use the asset in its highest and best use.
P a g e | 55
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Note 23
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
23.7
Fair Value (cont.)
23.7.1 Fair Value of Assets and Liabilities (cont.)
The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment
arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial
instruments, by reference to observable market information where such instruments are held as assets. Where this
information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective
note to the financial statements.
23.7.2 Fair value hierarchy
AASB 13 Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy,
which categorises fair value measurements into one of three possible levels based on the lowest level that an input that
is significant to the measurement can be categorised into as follows:
Level 1
Level 2
Level 3
Measurements based on quoted prices
(unadjusted) in active markets for identical
assets or liabilities that the entity can
access at the measurement date.
Measurements based on inputs other than
quoted prices included in Level 1 that are
observable for the asset or liability, either
directly or indirectly.
Measurements based on unobservable
inputs for the asset or liability.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation
techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all
significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more
significant inputs are not based on observable market data, the asset or liability is included in Level 3.
The Group would change the categorisation within the fair value hierarchy only in the following circumstances:
if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or
if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa.
When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy
(i.e. transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances
occurred.
iii. Valuation techniques
The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available
to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of
the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of
the following valuation approaches:
Market approach: valuation techniques that use prices and other relevant information generated by market transactions
for identical or similar assets or liabilities.
Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single
discounted present value.
Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity.
Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the
asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to
those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that
are developed using market data (such as publicly available information on actual transactions) and reflect the
assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable,
whereas inputs for which market data is not available and therefore are developed using the best information available
about such assumptions are considered unobservable.
P a g e | 56
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Note 23
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
23.8
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS
The Group has adopted the following new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
The following Accounting Standards and Interpretations are most relevant to the Group:
AASB 9 Financial Instruments
The Group has adopted AASB 9 from 1 July 2018. The standard introduced new classification and measurement models
for financial assets. A financial asset shall be measured at amortised cost if it is held within a business model whose
objective is to hold assets in order to collect contractual cash flows which arise on specified dates and that are solely
principal and interest. A debt investment shall be measured at fair value through other comprehensive income if it is held
within a business model whose objective is to both hold assets in order to collect contractual cash flows which arise on
specified dates that are solely principal and interest as well as selling the asset on the basis of its fair value. All other
financial assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable
election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading or
contingent consideration recognised in a business combination) in other comprehensive income ('OCI'). Despite these
requirements, a financial asset may be irrevocably designated as measured at fair value through profit or loss to reduce
the effect of, or eliminate, an accounting mismatch. For financial liabilities designated at fair value through profit or loss,
the standard requires the portion of the change in fair value that relates to the entity's own credit risk to be presented
in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to
more closely align the accounting treatment with the risk management activities of the entity. New impairment
requirements use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment is measured using a 12-
month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in
which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses
using a lifetime expected loss allowance is available. The adoption of this standard has no material financial impact on
the financial statements of the Group.
AASB 15 Revenue from Contracts with Customers
The Group has adopted AASB 15 Revenue from Contracts with Customers and there is no impact to the transactions and
balances of the financial statements.
The following Australian Accounting Standards and interpretations have been issued or amended and are applicable to
the Group but are not yet effective. They have not been adopted in preparation of the financial statements at reporting
date. The Directors anticipate that the adoption of these standards and interpretations in future periods will have no
material financial impact on the financial statements of the Group.
Title and Affected
Standard(s)
Nature of Change
AASB 16 Leases (issued February 2016)
AASB 16 eliminates the operating and finance lease classifications for lessees currently accounted for under AASB 117 Leases.
It instead requires an entity to bring most leases onto its balance sheet in a similar way to how existing finance leases are
treated under AASB 117. An entity will be required to recognise a lease liability and a right of use asset in its balance sheet
for most leases.
There are some optional exemptions for leases with a period of 12 months or less and for low value leases.
Lessor accounting remains largely unchanged from AASB 117.
Application date
Annual reporting periods beginning on or after 1 January 2019.
Impact on Initial
Application
To the extent that the entity, as lessee, has significant operating leases outstanding at the date of initial application, 1 January
2019, right-of-use assets will be recognised for the amount of the unamortised portion of the useful life, and lease liabilities
will be recognised at the present value of the outstanding lease payments.
Thereafter, earnings before interest, depreciation, amortisation and tax (EBITDA) will increase because operating lease
expenses currently included in EBITDA will be recognised instead as amortisation of the right-of-use asset, and interest
expense on the lease liability. However, there will be an overall reduction in net profit before tax in the early years of a lease
because the amortisation and interest charges will exceed the current straight-line expense incurred under AASB 117 Leases.
This trend will reverse in the later years.
There will be no change to the accounting treatment for short-term leases less than 12 months and leases of low value items,
which will continue to be expensed on a straight-line basis.
No impact on the adoption on right of use, lease liability and net asset.
P a g e | 57
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
DIRECTORS' DECLARATION
The Directors of the Company declare that:
1. The financial statements and notes, as set out on pages 23 to 57, are in accordance with the Corporations Act 2001 (Cth) and:
(a) comply with Accounting Standards;
(b) are in accordance with International Financial Reporting Standards issued by the International Accounting Standards
Board, as stated in notes to the financial statements; and
(c) give a true and fair view of the financial position as at 30 June 2019 and of the performance for the year ended on that
date of the Company and Group.
(d) the Directors have been given the declarations required by s.295(5)(a) of the Corporations Act 2001 (Cth);
2.
in the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors
by:
Peter Meagher
Non-Executive Chairman
Dated this Wednesday, 25 September 2019
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
Independent Auditor's Report to the Members of Kopore Metals Limited
TO BE REPLACED BY AUDITOR’S REPORT
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KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
P a g e | 60
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
P a g e | 61
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
Additional information for listed public companies
The following additional information is required by the Australian Securities Exchange in respect of listed public companies and
is current as at 3 September 2019.
Issued Capital
The Company has 642,576,400 ordinary fully paid shares on issued, held by 1,498 shareholders. 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.
The Company has 110,000,000 unlisted options on issue, as set out below. Options do not entitle the holders to vote in respect
of that option, nor participate in dividends, when declared, until such time as the options are exercised and subsequently
registered as ordinary shares.
Unlisted options exercisable at $0.0363 on or before 19 November 2019
Category (size of holding)
Total Holders
Units
% Held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
-
-
-
-
91,2
9
-
-
-
-
30,000,000
30,000,000
0.00
0.00
0.00
0.00
100.00
100.00
1. Ironside Capital Pty Ltd holds 8,189,763 options comprising 27.30% of this class.
2. Laneway Investments Pty Ltd holds 8,250,000 options comprising 27.50% of this class.
Unlisted options exercisable at $0.06 on or before 8 November 2020
Category (size of holding)
Total Holders
Units
% Held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
-
-
-
4
15
19
Unlisted options exercisable at $0.045 on or before 19 November 2023
-
-
-
320,000
54,680,000
55,000,000
-
-
-
0.58
99.42
100.00
Category (size of holding)
Total Holders
Units
% Held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
-
-
-
-
11
1
-
-
-
-
-
-
-
-
3,000,000
3,000,000
100.00
100.00
1. Discovery Services Pty Ltd holds 3,000,000 Options comprising 100% of this class.
Unlisted options exercisable at $0.045 on or before 7 December 2023
Category (size of holding)
Total Holders
Units
% Held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
-
-
-
-
31,2
3
-
-
-
-
-
-
-
-
14,000,000
14,000,000
100.00
100.00
1. Fehu Capital Pty Ltd holds 8,000,000 options comprising 57.14% of this class.
2. Bond Street Custodians Limited holds 4,000,000 options comprising 28.57% of this class.
P a g e | 62
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
Additional information for listed public companies
Unlisted options exercisable at $0.036 on or before 29 May 2024
Category (size of holding)
Total Holders
Units
% Held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
-
-
-
-
11
1
-
-
-
-
-
-
-
-
8,000,000
8,000,000
100.00
100.00
1. BigJac Investments Pty Ltd holds 8,000,000 options comprising 100% of this class.
Substantial Shareholders as at 3 September 2019
Name
The Gas Super Pty Ltd
Number of Ordinary Fully
Paid Shares Held
57,061,766
% Held of Issued Ordinary
Capital
8.88
Distribution of Shareholders as at 3 September 2019
Category (size of holding)
Total Holders
Number
Ordinary
% Held of Issued
Ordinary Capital
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Unmarketable Parcels as at 3 September 2019
759
152
21
162
404
1,498
179,729
318,300
155,275
8,358,115
633,564,981
642,576,400
0.03
0.05
0.02
1.30
98.60
100.00
Number of Shares
Holders
`
4,593,285
1,046
As at 3 September 2019 there were 1,046 shareholders holding less than a marketable parcel of shares.
On-Market Buy-Back
There is no current on-market buy-back.
Restricted Securities
The Company has no restricted securities on issue.
P a g e | 63
Additional information for listed public companies
20 Largest Shareholders — Ordinary Shares as at 3 September 2019
Rank / Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
THE GAS SUPER FUND PTY LT
THE TRUST COMPANY (AUSTRALIA) LIMITED
MRS ELEANOR JEAN REEVES
FEHU CAPITAL PTY LTD
LEE MILLER INVESTMENTS PTY LTD
DISCOVERY SERVICES PTY LTD
PHEAKES PTY LTD
ICON HOLDINGS PTY LTD
TISDELL FAMILY SUPER PTY LTD
10. EQUITY TRUSTEES LIMITED
11.
MOLLYGOLD SUPERANNUATION PTY LTD
12. TONEHILL PTY LTD
13.
14.
SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED
MR PHILLIP RICHARD PERRY & MRS TETYANA PERRY
15. LANEWAY INVESTMENTS PTY LTD
16. D CHINCHERINCHEE NOMINEES PTY LTD
17. GLAMOUR DIVISION PTY LTD
18. RIMOYNE PTY LTD
19. ELDON HOLDINGS PTY LTD
20. BREAMLINE PTY LTD
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
Number of Ordinary Fully
Paid Shares Held
57,061,766
31,750,000
30,569,318
16,979,302
16,000,000
15,827,925
15,711,250
11,187,876
10,000,000
10,000,000
9,187,581
8,600,000
7,513,092
7,312,662
6,942,695
6,900,000
6,550,688
6,145,537
6,000,000
6,000,000
% Held of Issued Ordinary
Capital
8.88
4.94
4.76
2.64
2.49
2.46
2.45
1.74
1.56
1.56
1.43
1.34
1.17
1.14
1.08
1.07
1.02
0.96
0.93
0.93
TOTAL
286,239,692
44.55
Corporate Governance Statement
The Company’s Corporate Governance Statement for the 2019 financial year is available from the Company’s website at
www.koporemetals.com/about/corporate-governance/
P a g e | 64
KOPORE METALS LIMITED
ABN 73 149 230 811
ANNUAL REPORT 30 JUNE 2019
Tenements Schedule
Tenement
Name
Location
PL203/2016
PL204/2016
PL205/2016
PL128/2013
PL129/2013
Icon
Icon
Icon
Alvis
Alvis
PL127/2017
Ashmead
PL128/2017
Ashmead
PL129/2017
Ashmead
PL207/2017
PL208/2017
PL209/2017
PL210/2017
PL135/2017
PL162/2018
PL163/2019
PL164/2020
Icon
Icon
Icon
Alvis
Alvis
Alvis
Alvis
Alvis
EPL7049
Trans Kalahari
EPL7050
Trans Kalahari
EPL7051
Trans Kalahari
EPL7052
Trans Kalahari
EPL7053
Trans Kalahari
EPL7054
Trans Kalahari
EPL7055
Trans Kalahari
EPL7056
Trans Kalahari
EPL7264
Trans Kalahari
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Botswana
Namibia
Namibia
Namibia
Namibia
Namibia
Namibia
Namibia
Namibia
Namibia
Size
(Km2)
928.6
925
870.6
412.2
418.3
991
452
163
985
581
164
1,000
296
156
191
124
936.33
435.85
992.18
942.31
285.32
904.31
996.98
212.87
982.43
Grant Date
Expiry Date
%
Ownership
01-10-16
01-10-16
01-10-16
29-11-18
29-11-18
01-07-17
01-07-17
01-07-17
01-01-18
01-01-18
01-01-18
01-01-18
01-10-17
01-10-17
01-10-17
01-10-17
01-07-18
05-07-18
01-07-18
01-07-18
01-07-18
01-07-18
01-07-18
05-07-18
14-05-19
30-09-19
30-09-19
30-09-19
31-12-20
31-12-20
30-06-20
30-06-20
30-06-20
31-12-20
31-12-20
31-12-20
31-12-20
30-09-20
30-09-20
30-09-20
30-09-20
30-06-21
04-07-21
30-06-21
30-06-21
30-06-21
30-06-21
30-06-21
04-07-21
12-05-22
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
P a g e | 65