KINGSTON RESOURCES LIMITED
& its Controlled Entities
KINGSTON RESOURCES LIMITED
ABN 44 009 148 529
Annual Financial Report
For the year ended 30 June 2022
CONTENTS
Contents
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Page No.
Corporate Directory ...................................................................................................................................... 2
Chairman’s Letter ......................................................................................................................................... 3
Directors’ Report .......................................................................................................................................... 4
Lead Auditor’s Independence Declaration ................................................................................................. 21
Consolidated Statement of Financial Position ............................................................................................ 22
Consolidated Statement of Profit or Loss and Other Comprehensive Income ........................................... 23
Consolidated Statement of Changes in Equity ........................................................................................... 24
Consolidated Statement of Cash Flows ...................................................................................................... 25
Notes to the Financial Statements .............................................................................................................. 26
Directors’ Declaration ................................................................................................................................ 53
Independent Auditor’s Report .................................................................................................................... 54
Corporate Governance Statement .............................................................................................................. 60
Additional Information ............................................................................................................................... 61
CORPORATE DIRECTORY
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Corporate Directory
DIRECTORS
Mick Wilkes (B Eng (Hons), MBA, GAICD)
Non-Executive Chairman
Anthony Wehby (MAICD)
Non-Executive Director
Andrew Corbett (B Eng (Mining, Hons), MBA)
Managing Director
Stuart Rechner (BSc, LLB, MAIG, MAusIMM, GAICD)
Non-Executive Director
COMPANY SECRETARY
Chris Drew (B Comm (Hons), CFA)
REGISTERED OFFICE AND
PRINCIPAL PLACE OF BUSINESS
Suite 202 – 201 Miller Street
North Sydney NSW 2060
AUSTRALIA
Telephone
Email
Website
(02) 8021 7492
info@kingstonresources.com.au
www.kingstonresources.com.au
AUDITORS
Hall Chadwick Chartered Accountants
SHARE REGISTRY
Automic Group
BANKERS
SOLICITORS
Australia & New Zealand Banking Group Limited
Macquarie Group Limited
Bank of South Pacific
Cowell Clarke Commercial Lawyers
Ashurst Australia
Carter Newell
STOCK EXCHANGE
Australian Securities Exchange (ASX)
Secondary Listing - Frankfurt Stock Exchange
ASX CODE
KSN
- 2 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Chairman’s Letter
To our valued shareholders and other stakeholders
Welcome to the Annual Report for 2022.
It has been a big year for Kingston with the acquisition of the Mineral Hill mine in New South Wales, and the
completion of the Definitive Feasibility Study (DFS) for the Misima Project. Both of these mark important
milestones for the Company.
The Mineral Hill acquisition is significant because it diversified our asset base and secured a fully permitted
mining and processing operation in the highly sought-after Cobar mineral province. We purchased this asset
because of its near-term cash flow, and the strong potential to restart hard rock mining and processing
operations. Andrew and the team at Mineral Hill have done a terrific job bringing production from the current
tailings retreatment project up to name plate, particularly given the challenges around managing Covid.
Importantly the Company is maturing into a developer and operator, with 120 people now in our employ across
the group, and a capability that is growing rapidly. Building a talented workforce along with efficient business
systems is critically important for the successful redevelopment of Mineral Hill. To this end we have enjoyed
very strong support from the local community in and around Condobolin, whose people have a fantastic work
ethic and skill set applicable to our current and future operating needs. The redevelopment of Mineral Hill is
gaining momentum, and progress made there to date through our exceptional people gives me confidence in
our future success.
The completion of the DFS and ESIA for Misima is important because it demonstrates the value of the Project
and details the way the mine will be redeveloped in readiness for the submission of an application for a Mining
Lease. The work has been carried out to the highest industry standards using consultants with deep technical
and local knowledge. The result has been a study of a very high standard despite the challenges presented by
travel restrictions to PNG in the past 12 months. I am very proud of what we have achieved so far at Misima
and look forward to further advancing the Project toward development and production again.
Like other gold and copper stocks we have suffered a significant fall in our share price this year, despite the
achievements of the Company. The market for gold equities has been dismal to say the least. Inflation has
impacted the mining companies significantly, and although the gold price has remained largely stable around
US$1800/oz, operating costs have increased and margins have reduced. However, we know that markets are
cyclical and another surge in the gold and base metals prices is inevitable, particularly with continued inflation
and devaluation of global currencies. Therefore your Board and management are committed to the continued
development and growth of your Company for the long term.
I wish to thank all of you for your continued support and look forward to another exciting 12 months ahead.
Your sincerely
Mick Wilkes
Non-Executive Chair
19 September 2022
- 3 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Directors’ Report
The Directors present their report together with the financial report of the Consolidated Entity (or ‘Group’),
being Kingston Resources Limited (‘Kingston” or the “Company’) and its subsidiaries, for the financial year
ended 30 June 2022 and the independent auditor’s report thereon.
PRINCIPAL ACTIVITIES
The Company is an Australian-based Company listed on the ASX. The principal activity of the Group during
the period was mineral production and exploration.
OPERATING RESULTS AND REVIEW OF OPERATIONS FOR THE YEAR
Operating Results
Kingston reported a statutory after tax loss of $2,088,167 (2021: $1,954,631). The minor increase in the FY22
loss relative to FY21 is due to gross profit at Mineral Hill being largely offset by a significant increase in
depreciation and amortisation expense post acquisition of Mineral Hill, and the loss in value of financial assets
received as consideration for the sale of the Livingstone Gold Project.
Review of Operations
FY22 has been a transformational year for Kingston, with a number of key corporate and strategic outcomes
successfully delivered. Major achievements included:
The Company accelerated its growth strategy to become a leading gold and base metal producer in the
Asia-Pacific region with the acquisition of the Mineral Hill Gold and Copper Mine in January 2022.
In June 2022, Kingston delivered a successful Definitive Feasibility Study (DFS) for the 3.8Moz
Misima Gold Project, confirming Misima as a large scale, long life, low cost gold mine. Kingston also
commenced a strategic review of the Misima Gold Project to assess funding and strategic options
available to ensure shareholder returns are maximised through the most appropriate development
pathway for the Project.
The Company disposed of the Livingston Gold Project in December 2021, allowing it to focus on the
significant opportunities at Mineral Hill and Misima, while retaining exposure to the Project’s upside.
The growth outlook for the Company is now well underpinned through existing gold production at Mineral
Hill, and the work currently underway to establish a plus five-year mine plan beyond the existing tailings
processing operation. This complements the longer term upside offered by the Misima Gold Project.
Mineral Hill Mine
In November 2021, Kingston announced the acquisition of the Mineral Hill Mine in the Cobar region of New
South Wales (NSW). Mineral Hill brought with it existing gold production, a number of developed gold and
polymetallic deposits and extensive exploration upside. Kingston now has access to a number of near
production-ready, open-pit and underground deposits, extensive plant infrastructure, and the opportunity to
unlock the broader development potential of the Mineral Hill asset with relatively minor capital requirements.
The existing tailings processing operation serves as a solid foundation to deliver this potential. Near-term
production opportunities include the Pearse North and Pearse South open pits, the Southern Ore Zone (SOZ)
underground and the Parkers Hill deposit. In addition, there are a large number of advanced exploration targets
across the broader tenement package, many of which are on the existing Mining Lease which the Company
intends to pursue.
Consideration for the acquisition was comprised of:
US$1.0m (A$1.3m) upfront cash
US$8.0m (A$10.7m) upfront equity
- 4 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Deferred consideration based on the following milestones:
o US$1.5m (A$2.0m) cash payment upon production of 15,000oz of gold
o US$2.0m (A$2.7m) cash payment upon production of 22,500oz of gold
o US$3.5m (A$4.7m) cash payment upon production of 30,000oz of gold
o US$1.0m (A$1.3m) cash payment upon the earlier of production of 37,500oz of gold or the
31 December 2023
A 2% NSR over future mine production from the Mineral Hill project area
Shortly following completion of the acquisition in January 2022, Kingston commenced an advanced
exploration and development program at Mineral Hill. This is intended to underpin the establishment of five
year mine plan, with mine production from the existing Reserve and Resource base commencing upon
completion of the tailings processing operation. The exploration program included initial infill and extension
drilling of the Pearse open pit deposits, the SOZ underground, and Jacks Hut. Previously reported drilling
highlights from this program included:
Pearse North
10m @ 6.0g/t Au, 33g/t Ag from 72m
3m @ 5.5g/t Au, 6g/t Ag from 31m
39m @ 4.2g/t Au and 37g/t Ag from 37m, including:
o 3m @ 26.7g/t Au, 27g/t Ag from 38m
12m @ 3.68g/t Au, 9g/t Ag from 14m including
o 7m @ 5.69g/t Au, 13g/t Ag from 15m
17m @ 2.7g/t Au, 11g/t Ag from 15m including
o 11m @ 4.0g/t Au, 15g/t Ag from 20m
8m @ 5.6g/t Au, 66g/t Ag from 120m including:
o 3m @ 14.2g/t Au, 177g/t Ag from 125m
Southern Ore Zone
19m @ 1.15% Cu, 5.5% Pb, 5.5% Zn, 0.4g/t Au, 44g/t Ag from 150m including:
o 10m @ 2.12% Cu, 10.3% Pb, 10.4% Zn, 0.5g/t Au, 81g/t Ag from 150m
39m @ 1.1% Cu, 0.7% Pb, 0.8% Zn, 0.93g/t Au, 12g/t Ag from 161m
9.8m @ 4.22g/t Au, 0.7% Cu, 3.2% Pb, 3.2% Zn, 30g/t Ag from 165.5m
8.5m @ 0.4% Cu, 4.2% Pb, 4.2% Zn, 1.23g/t Au, 28g/t Ag from 232m
7.0m @ 0.7% Cu, 2.9% Pb, 2.6% Zn, 1.31g/t Au, 26g/t Ag from 154m
8.1m @ 0.9% Cu, 8.3% Pb, 3.3% Zn, 0.97g/t Au, 60g/t Ag from 157.9m
Jacks Hut
77m @ 0.93% Cu, and 0.16g/t Au from 7m, including:
o 7.4m @ 5.71% Cu, 0.4g/t Au and 4g/t Ag from 16.4m
o 9.3m @ 1.3% Cu, 0.39g/t Au, 2g/t Ag from 43.7m
27m @ 1.02% Cu, 0.18g/t Au, 2g/t Ag From 14m, including:
- 5 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
o 4.2m @ 4.5% Cu, 0.41g/t Au and 11g/t Ag from 21.8m
54.5m @ 0.65% Cu, 0.06g/t Au, 1g/t Ag from 45m, including:
o 9.3m @ 2.2% Cu from and 0.18g/t Au, 3g/t Ag from 63.0m
Kingston is now working towards delivering Mineral Resource and Ore Reserve updates on the Pearse and
SOZ deposits. Work is also underway to assess refurbishment requirements for elements of the processing
plant that are not currently in operation. These work programs are expected to be concluded in the current half.
While work continues on establishing the longer term mine life at Mineral Hill, Kingston has continued to
ramp up gold production from the tailings re-processing operation. Since acquisition in January, Kingston had
sold 4,446ozs of gold through to 30 June 2022. Significant improvements have been delivered in throughput,
which at year end was running approximately 25% above levels prior to acquisition, and recoveries which are
up 35% since pre-acquisition levels. These operating improvements have been delivered despite substantial
COVID-19 related labour disruptions and significant weather events in April and May. Ongoing improvements
in production levels are expected to continue as ore quality improves deeper into the tailings dam and
operations stabilise post the COVID-19 and weather related disruptions experienced in the June half.
Kingston is investing in the future of Mineral Hill, and is proud to be working with, and supporting, the local
Condobolin community. The recommencement of production at Mineral Hill has been undertaken with a strong
focus on local employment, and engagement with local businesses and suppliers where possible.
Misima Gold Project
In June 2022, Kingston reported the results of the Misima Gold Project Definitive Feasibility Study (DFS).
This was the culmination of an extensive set of work programs carried out over FY22. Successfully delivering
this body of work under budget while subject to the disruptions of COVID-19 on travel, logistics, and staffing
was a significant achievement for the year.
The DFS confirmed Misima as a large scale, long life, low cost operation with compelling Project economics.
Key metrics from the DFS are summarised below
DFS Summary Statistics
LOM
LOM gold production
LOM Avg gold production (yr 2-18)
Plant throughput
Capital expenditure
LOM AISC
LOM avg recovery
LOM strip ratio
Years
oz
oz
Mt
A$m
A$/oz
%
waste:ore
LOM strip ratio (excluding backfill removal)
waste:ore
Gold Price
Exchange Rate
LOM Revenue (Gold @ US$1800/AUD0.70)
LOM Free Cash Flow
NPV (7% real) pre-tax
NPV (7% real) post-tax
USD/oz
AUD
A$m
A$m
A$m
A$m
- 6 -
20
2,378,519
128
6.1
476
1,217
86.7%
4.37
3.13
US$1800/oz
A$0.70
6,116
2,726
956
624
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
IRR pre-tax
IRR post-tax
Payback
%
%
Years
22.2%
18.2%
5.75
The Misima Resource and Reserve estimates also saw increases in FY22. In September 2021, the Misima
Mineral Resource Estimate was increased 6% to 3.8Moz, this included a material 39% increase in the Indicated
Resource from 1.8Moz to 2.5Moz. The substantial increase in Indicated Resource subsequently underpinned
a 28% increase in the Ore Reserve to 1.73Moz released alongside the DFS. The Mineral Resource Tables on
page 8 provide further detail on the current Misima Gold Project Resource and Reserve estimates.
Alongside the DFS, an extensive range of work programs related to the Environmental and Social Impact
Assessment (ESIA) were undertaken. All field work was concluded, with initial data reports completed and
impact assessments largely finalised. Independent Technical Reports and a number of ESIA chapters are now
undergoing final review.
Studies required for the Proposal for Development which forms part of the Mining Lease Application, are now
largely drafted and under review. These include the Artisanal and Small-Scale Mining Study, the In-migration
Study, the Human Resources and Localisation Plan, and the Business Development Plan.
Throughout the year, Kingston continued to actively engage with the local community. While the DFS and
ESIA were underway, the Company held three rounds of workshops across Misima to ensure the community
remains fully informed with regards to the potential development, providing them an opportunity to put
forward any questions and concerns. Feedback from these workshops has been overwhelmingly supportive.
Kingston is very thankful to the local community for their continued support.
Kingston has also undertaken a specific engagement plan focussing on the views and expectations of women
in the Misima community. Over FY22, 16 meetings were held with over 1,000 Misiman women in attendance.
Issues discussed included addressing vulnerable groups such as widows and single mothers, future aspirations
for the participation of women in business, employment of women, and social impact concerns.
Kingston anticipates being able to replicate Placer’s high employment of Misiman residents in the future
project workforce, while also providing home-based opportunities for the existing Misimans that work FIFO
throughout PNG.
Upon reporting the results of the DFS, the Kingston Board determined that in order to assess the best pathway
forward for development of the Misima Gold Project, a strategic review would be undertaken. The review,
which commenced in July 2022, is intended to assess a range of ownership and financing options and remains
ongoing.
Livingstone Gold Project
Kingston announced the sale of its 75% interest in the Livingstone Gold Project in October 2021, with the sale
completed in December 2021. The total consideration was comprised of cash, shares, options and milestone
payments as below:
$2.5 million cash consideration
$1.0 million in MBK equity (125,000,000 shares)
62,500,000 options in MBK exercisable at 1.6c
$1.5 million cash payment upon the identification of a 100koz gold equivalent JORC Resource or 12
months post-completion, whichever is sooner
$1.0 million cash payment upon the identification of a 250koz gold equivalent JORC Resource
$4.0 million cash payment upon the identification of a 500koz gold equivalent JORC Resource
- 7 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
The sale of the Livingstone Gold Project interest enabled Kingston to focus on the significant opportunities at
Mineral Hill and Misima, while retaining exposure to the Project’s upside.
MINERAL RESOURCES TABLE
Misima Gold Project (PNG)
An updated Mineral Resource and Reserve for the Misima Gold Project was reported by Kingston on 15
September 2021 and 06 June 2022 respectively.
Table 2: Misima Gold Project Mineral Resource summary as at 30 June 2022, rounding errors may occur.
Item
Mt
Au g/t
Ag g/t
Au koz
Ag koz
Ewatinona
Probable
Ewatinona Total
Umuna
Probable
Umuna Total
Probable
Misima Total
3.9
3.9
71.1
71.1
75.6
75.6
0.81
0.81
.79
0.79
.79
0.79
2.4
2.4
4.6
4.6
4.5
4.5
101
101
1816
1816
1917
1917
303
303
10612
10612
10915
10915
Table 3: Misima Gold Project Ore Reserve Estimate as at 30 June 2022, rounding errors may occur.
COMPETENT PERSON’S STATEMENT
The information in this report that relates to Exploration Results, Mineral Resources and overall Annual Report
Compilation is based on information compiled by Mr Stuart Hayward BAppSc (Geology) MAIG, a Competent
Person who is a member of the Australian Institute of Geoscientists. Mr Hayward is an employee of the
Company. Mr Hayward has sufficient experience that is relevant to the style of mineralisation and type of
deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined
in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and
- 8 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Ore Reserves”. Mr Hayward consents to the inclusion in this report of the matters based upon the information
in the form and context in which it appears.
The Competent Person signing off on the overall Ore Reserves Estimate is Mr John Wyche BE (Min Hon), of
Australian Mine Design and Development Pty Ltd, who is a Fellow of the Australasian Institute of Mining and
Metallurgy and who has sufficient relevant experience in operations and consulting for open pit metalliferous
mines. Mr Wyche consents to the inclusion in this report of the matters based upon the information in the form
and context in which it appears.
Kingston publicly reports Exploration Results and Mineral Resource estimates in accordance with the ASX
Listing Rules and the requirements and guidelines of the 2012 edition of the Australasian Code for Reporting
Exploration Results, Mineral Resources and Ore Reserves – the JORC Code. Kingston’s governance for public
reporting of Exploration Results and Mineral Resource estimates includes important assurance measures. All
reports are signed-off by appropriate JORC Competent Persons with JORC Code Table 1 Checklists as
required. Exploration Results and Mineral Resource estimates are also peer reviewed (either by Kingston
technical staff or suitably qualified external consultants) before Board approval and ASX release.
FINANCIAL POSITION
At the end of the financial year, the Consolidated Entity had net assets of $61,130,177 (2021: $40,727,110)
and held $5,589,673 in cash (2021: $11,007,936).
On 24 November 2021, the Company completed the placement of a total of 70,000,000 shares at $0.20
raising $14,000,000.
On 17 January 2022, the Company issued 54,912,882 shares at $0.20 to Quintana Resources Holdings LP in
part consideration for the acquisition of Mineral Hill Pty Ltd.
On 4 February 2022, the Company completed a placement 1,150,000 shares at $0.20 purchased under a
Share Purchase Plan announced 18 November 2021, raising $230,000.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than reported above in the Review of Results and Operations, there were no significant changes in the
state of affairs of the Company during the reporting period.
MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR
On 4 July 2022, the Company increased its existing cash backed Rehabilitation Security Bond by
$2,000,000, to a total of $5,477,000.
On 7 July 2022, the Company secured a $10,000,000 debt facility with PURE Asset Management to fund the
Company’s key growth initiatives at Mineral Hill. The funding will be provided in two tranches, including
$5,000,000 received immediately followed by a second $5,000,000 tranche to be drawn by 30 November
2022.
On 5 August 2022 627,186 STI performance rights vested, and 2,704,143 STI performance rights lapsed.
Other than the above, there has been no other matter or circumstance which has arisen since 30 June 2022
that has significantly affected or may significantly affect:
a)
b)
c)
Kingston Resources Limited’s operations in future financial years; or
the results of those operations in future financial years; or
Kingston Resources Limited’s state of affairs in future financial years.
- 9 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
DIVIDENDS OR DISTRIBUTIONS
No dividends were paid during the financial year and the directors do not recommend the payment of a
dividend.
FUTURE DEVELOPMENTS AND EXPECTED RESULTS
The Group will continue its operating activities and evaluation of its mineral projects and undertake generative
work to identify and potentially acquire new resource projects. Due to the nature of the business, the result is
not predictable.
ENVIRONMENTAL REGULATIONS
The mineral tenements granted to the Company pursuant to New South Wales Mining Act 1992, the Western
Australia Mining Act 1978, and the Papua New Guinea Mining Act 1992, are granted subject to various
conditions which include standard environmental requirements. The Company adheres to these conditions and
the directors are not aware of any non-compliance with environmental laws.
INFORMATION ON THE DIRECTORS
The Directors of the Company at any time during or since the end of the financial year are:
Mick Wilkes – Chair (Non-Executive), appointed 1 December 2020, previously Non-Executive
Director
Anthony Wehby – Director (Non-Executive) from 1 December 2020, previously Chair
Andrew Corbett – Director (Managing)
Stuart Rechner - Director (Non-Executive)
Directors have been in office since the start of the financial year to the date of this report unless otherwise
stated.
Mick Wilkes, Non-Executive Chair (B Eng (Hons), MBA, GAICD)
Term of Office
Appointed Non-Executive Chair of Kingston Resources Limited from 1 December
2020; previously Non-Executive Director of Kingston Resources Limited from 6
July 2018 to 1 December 2020.
Skills and Experience: Mr Wilkes is a mining engineer with over 35 years of broad international experience
with a strong emphasis on operations management and new mine development,
predominantly in precious and base metals across Asia and Australia. He was the
President and CEO of OceanaGold Corporation (ASX:OCG) from 2011 to 2020. In
previous roles he was the Executive General Manager of Operations at OZ Minerals
responsible for the development of the Prominent Hill copper/gold project in South
Australia and General Manager of the Sepon gold/copper project for Oxiana based
in Laos. His earlier experience included 10 years in various project development
roles in Papua New Guinea. Mr Wilkes was appointed as a Non-Executive Director
of Dacien Gold Ltd (ASX:DCN) in September 2021 and became Non-Executive
Chair in March 2022. In April 2022 Mr Wilkes was appointed Non-Executive Chair
of Andromeda Metals Ltd (ASX:AND). Mr Wilkes was a Non-Executive Director
of Matador Mining Ltd (ASX:MZZ) from July 2020 to May 2022. Mr Wilkes holds
a Bachelor of Engineering from the University of Queensland, a Master of Business
Administration from Deakin University, and is a member of both the Australian
Institute of Mining and Metallurgy, and the Australian Institute of Company
Directors.
- 10 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Anthony Wehby, Non-Executive Director (MAICD)
Term of Office:
Non-Executive Director of Kingston Resources Limited from 1 December 2020;
previously Non-Executive Chairman of Kingston Resources Limited from 4 July
2016 to 1 December 2020. Mr Wehby is Chair of the Audit and Risk Committee.
Skills and Experience: Mr Wehby is a highly experience board member and chairman. He is also a Director
of Ensurance Ltd (ASX:ENA) and was previously Chairman of Tellus Resources
Limited, Non-Executive Chairman of Aurelia Metals Limited and a Director of
Harmony Gold (Aust) Pty Ltd. Since 2001, Mr Wehby has maintained a financial
consulting practice, focusing on strategic advice
including
investments, divestments and capital raisings. Prior to 2001, Mr Wehby was a partner
in PricewaterhouseCoopers Australia (Coopers & Lybrand) for 19 years.
to companies
Mr Wehby is a Member of the Australian Institute of Company Directors.
Andrew Corbett, Managing Director (B Eng (Mining, Hons), MBA)
Term of Office:
Managing Director of Kingston Resources Limited since 4 July 2016.
Skills and Experience: Mr Corbett is Managing Director and CEO of the Company. Mr Corbett is a highly
experienced mining engineer, having operated in the mining industry for over 25
years. Mr Corbett has senior corporate, operational and mine management
experience combined with an in-depth understanding of global equity markets,
business development and corporate strategy within the mining sector. His prior roles
include General Manager at Orica Mining Services based in Germany and Portfolio
Manager of the Global Resource Fund at Perpetual Investments as well as mine
management and operations roles with contractor and owner-mining operations.
Stuart Rechner, Non-Executive Director (BSc, LLB, MAIG, MAusIMM, GAICD)
Term of Office:
Non-Executive Director from 4 July 2016; previously Executive Director of
Kingston Resources Limited from 23 February 2015. Mr Rechner is Chair of the
Remuneration and Nomination Committee.
Skills and Experience: Mr Rechner is an experienced company director and geologist with a background in
project generation and acquisition in Australia and overseas. Mr Rechner holds
degrees in both geology and law and is a member of the Australian Institute of
Geoscientists, the Australasian Institute of Mining and Metallurgy and the Australian
Institute of Company Directors. For over ten years Mr Rechner was an Australian
diplomat responsible for the resources sector with postings to Beijing and Jakarta.
Mr Rechner has been a Director of Strategic Energy Limited (ASX:SER) since 12
September 2014.
COMPANY SECRETARY
Chris Drew has been Company Secretary since 18 December 2019. He holds a Bachelor of Commerce from
the University of Auckland, is a CFA Charterholder, and is a Fellow Member of the Governance Institute of
Australia.
- 11 -
Fully Paid
Ordinary Shares
(KSN)
1,335,696
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
DIRECTORS’ INTERESTS
As at the date of this report the relevant interests of each of the Directors, held either directly or indirectly
through their associates, in the securities of Kingston are as follows:
Director
Unlisted Options
Anthony Wehby 1
Andrew Corbett 2
Stuart Rechner 3
Mick Wilkes 4
1 Anthony Wehby holds a relevant interest in Options as he is a related party to Mrs Rosemary Wehby, who is the registered holder of the
options. He has a relevant interest in the shares as the registered holder
4,564,617
431,544
5,323,816
369,783
2,527,452
369,783
486,667
2 Andrew Corbett holds a relevant interest in the specified number of Shares and Options as a result of being a director of Milamar Group
Pty Ltd as trustee of Milamar Family Trust, which is the registered holder of those Shares and Options
3 Stuart Rechner holds a relevant interest in the specified number of Shares and Options as a result of being a director of Osmium Holdings
Pty Limited as trustee of Ferndale Superannuation Fund, which is the registered holder of those Shares and Options
4 Mick Wilkes holds a relevant interest in the specified number of Shares and Options as a result of being a director of Eligius Holdings Pty
Limited as trustee of Eligius Holdings Pty Limited ATF, which is the registered holder of those Shares and Options.
MEETINGS OF DIRECTORS
The number of Directors’ meetings and Committee meetings, and the number of meetings attended by each of
the Directors who was a member of the Board and the relevant Committee, held during the year ended 30 June
2022 were:
Board Meetings
Audit and Risk Committee
Meetings
held while a
Director
11
11
11
11
Number
attended
11
11
11
11
Meetings
held while a
Director
2
-
2
2
Number
attended
2
-
2
2
Remuneration and
Nomination Committee
Number
Meetings
attended
held while a
Director
2
2
-
2
2
-
2
2
Anthony Wehby
Andrew Corbett
Mick Wilkes
Stuart Rechner
REMUNERATION REPORT (AUDITED)
This remuneration report outlines the director and executive remuneration arrangements of the Company and
the Group for the year ended 30 June 2022 in accordance with the requirements of the Corporations Act 2001
and its Regulations.
(a)
Key management personnel disclosed in this report
For the purposes of this report, key management personnel (KMP) of the Group are defined as those persons
having authority and responsibility for planning, directing and controlling the major activities of the Group,
directly or indirectly, including a director (whether executive or otherwise) of the Company.
Details of key management personnel:
A Wehby
M Wilkes
Non-Executive Chair (appointed Non-Executive Director 6 July 2018, appointed Non-
Executive Chair 1 December 2020)
Non-Executive Director (appointed Non-Executive Chairman 4 July 2016, Non-Executive
Director 1 December 2020)
A Corbett Managing Director (appointed 4 July 2016)
- 12 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
S Rechner Non-Executive Director (transitioned to Non-Executive Director on 4 July 2016)
C Drew
Chief Financial Officer (appointed as CFO on 10 July 2018)
(b)
Remuneration Philosophy
The objective of the Group’s executive remuneration framework is to attract, motivate and retain high quality
personnel then incentivise and reward performance fairly and responsibly. The framework aligns executive
reward with the achievement of strategic objectives and the creation of long-term value for shareholders. The
Board has established a separate Remuneration and Nomination Committee which meets as required to review
remuneration, recruitment, retention, and termination procedures and to evaluate KMP performance. Our
values of safety, respect for the environment, respect for each other, social responsibility, honesty and
accountability guide the Committee in policy formation and decision making.
Executive remuneration is benchmarked against similar organisations in regards to industry and size; and, from
time to time, independent external advice is sought from remuneration consultants. The Corporate Governance
Statement provides further information on the Company’s remuneration governance.
(c)
Executive remuneration policy and framework
In determining executive remuneration, the Remuneration and Nomination Committee aims to ensure that
remuneration practices are:
Competitive and reasonable, enabling the Company to attract and retain key talent;
Aligned to the Company’s strategic and business objectives and the creation of shareholder value;
Transparent and easily understood; and
Acceptable to shareholders.
The Remuneration and Nomination Committee reviews executive packages annually by reference to the
executive’s performance and comparable information from industry sectors and other listed companies in
similar industries. The terms and conditions for the Managing Director are considered appropriate for the
current exploration and development phase of the Group’s asset base.
Options and performance rights may be issued to directors subject to approval by shareholders. All
remuneration paid to directors is valued at the cost to the Group and expensed. Options are valued using the
Black-Scholes methodology.
(d)
Relationship between remuneration and the Group’s performance
The Board has structured its remuneration arrangements in such a way it believes is in the best interests of
building shareholder wealth in the longer term. Directors’ remuneration is set by reference to other companies
of similar size and industry, and by reference to the skills and experience of directors. Fees paid to Non-
Executive Directors are not linked to the performance of the Group.
The following table shows the net loss, loss per share and share price for the last four financial years.
2022
2021
2020
2019
Net Loss
(2,088,167)
($1,954,631)
($751,587)
($2,240,006)
Diluted loss per share (cents/share)
Share price at year end (cents)
(0.67)
8
(0.76)
22
(0.42)
17
(0.18)
1.3
Long-term (LTI) and short-term (STI) incentives are provided to KMP in the form of Performance Rights and
Options over ordinary shares of the Company and are considered to promote continuity of employment and
provide additional incentive to recipients to increase shareholder wealth. Performance Rights and Options may
- 13 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
only be issued to directors subject to approval by shareholders in general meeting. Outstanding business and
individual performance are required to achieve the maximum level of remuneration. This includes financial;
health and safety; and environmental, social & governance components.
During the Financial Year the following incentive performance rights and options were issued:
Unlisted Options 2,737,240 (FY21 3,668,834)
STI Performance Rights 3,395,667 (FY21 3,461,042).
Non-Executive Directors remuneration policy
On appointment to the Board, all non-executive directors enter into a service agreement with the Company in
the form of a letter of appointment. The letter summarises the Board policies and terms including remuneration,
relevant to the office of director.
The Board policy is to remunerate non-executive directors at commercial market rates for comparable
companies for their time, commitment and responsibilities.
The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by
shareholders at the Annual General Meeting and is currently set at $500,000 per annum (approved by
shareholders at 2021 AGM). Fees may also be paid to non-executive directors for additional consulting
services provided to the Company above and beyond normal non-executive duties.
Fees for non-executive directors are not linked to the performance of the Group. Non-executive directors’
remuneration may also include an incentive portion consisting of options, subject to approval by shareholders.
(e)
Voting and comments made at the Company’s 2021 Annual General Meeting
Kingston received over 99% of “yes” votes (0.6% of “no” votes) on its remuneration report for the 2021
financial year.
(f)
Remuneration Details for the Year Ended 30 June 2022
The following table of benefits and payments details, in respect to the financial year, the components of
remuneration for each member of the KMP of the Group.
- 14 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
(g)
Service Agreements
Remuneration and other terms of employment for KMP are formalised in service agreements. The service
agreements specify the components of remuneration, benefits and notice periods.
Anthony Wehby
Mr Wehby was appointed Non-Executive Chair on 4 July 2016 and transitioned to a Non-Executive Director
on 1 December 2020. The appointment is contingent upon satisfactory performance and successful re-election
by shareholders of the Company as and when required by the constitution of the Company and the Corporations
Act. Mr Wehby is not entitled to any termination benefits unless paid at the discretion of directors.
Andrew Corbett
Mr Corbett was appointed as Managing Director on 4 July 2016. Mr Corbett is remunerated pursuant to the
terms and conditions of an employment agreement entered into on 4 July 2016 with no fixed term. The
agreement may be terminated by either party on the giving of six months’ notice. Mr Corbett is not entitled to
any termination benefits other than accrued pay, leave entitlements and other statutory payments unless paid
at the discretion of directors.
Stuart Rechner
Mr Rechner was appointed as Executive Director on 23 February 2015 and transitioned to a Non-Executive
Director on 4 July 2016. The appointment as Non-Executive Director is contingent upon satisfactory
performance and successful re-election by shareholders of the Company as and when required by the
constitution of the Company and the Corporations Act. Mr Rechner is not entitled to any termination benefits
unless paid at the discretion of directors.
Michael Wilkes
Mr Wilkes was appointed a Non-Executive Director on 6 July 2018. On 1 December 2020 Mr Wilkes was
appointed as Non-Executive Chair. The appointment is contingent upon satisfactory performance and
successful re-election by shareholders of the Company as and when required by the constitution of the
Company and the Corporations Act. Mr Wilkes is not entitled to any termination benefits unless paid at the
discretion of directors.
Chris Drew
Mr Drew was appointed as Chief Financial Officer on 10 July 2018 (he was the Commercial Manger from 22
June 2016), he was appointed as Company Secretary on 18 December 2019. Mr Drew is remunerated pursuant
to the terms and conditions of an employment agreement entered into on 1 October 2016 and has no fixed
term. The agreement may be terminated by either party on the giving of three months’ notice. Mr Drew is not
entitled to any termination benefits other than accrued pay, leave entitlements and other statutory payments
unless paid at the discretion of directors.
(h) Equity Interests of KMP
Options holdings of KMP
The number of options over ordinary shares held by each KMP of the Group during the 2022 and 2021
reporting periods is as follows:
- 15 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
2022
Balance at Beginning of
Year
Issue Date
No.
Value
No.
Value
No.
Grant Details
Exercised
Lapsed
Other changes
Anthony Wehby
Andrew Corbett
Stuart Rechner
Mick Wilkes
Chris Drew
LTI¹
LTI²
LTI3
LTI4
LTI5
LTI¹
LTI²
LTI¹
LTI²
LTI3
LTI4
LTI5
300,000
-
27-Nov-20
14-Dec-21
300,000
69,783
$
15,584
11,165
3,421,563
06-Nov-19
3,421,563
137,644
1,086,301
27-Nov-20
1,086,301
-
14-Dec-21
815,952
300,000
-
300,000
-
27-Nov-20
14-Dec-21
27-Nov-20
27-Nov-20
300,000
69,783
300,000
186,667
2,257,031
06-Nov-19
2,257,031
696,926
-
27-Nov-20
05-Nov-21
696,926
685,510
56,118
7,970
15,584
11,165
-
29,867
90,797
36,003
7,743
8,361,821
10,189,516
419,641
-
-
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Vested and
Exercisable at
End of Year
No.
300,000
69,783
3,421,563
300,000
69,783
300,000
186,667
2,257,031
Vested and
Unexercisable at
End of Year
No.
-
-
-
1,086,301
815,952
-
-
-
-
-
696,926
685,510
6,904,827
3,284,689
¹ Unlisted LTI Options issued 27 November 2020 exercisable at 50c - expiry on 30 June 2023
2 Unlisted LTI Options issued 14 December 2021 exercisable at 0c - expiry on 14 December 2024
3 Unlisted LTI Options issued 6 November 2019 exercisable at 1c, expiry 31 July 2023, exercise is subject to operational hurdles
4 Unlisted LTI Options issued 5 August 2020 and 27 November 2020 exercisable at 1c, expiry 31 July 2023, exercise is subject to share price hurdles
5 Unlisted LTI Options issued 5 November 2021 and 14 December 2021 exercisable at 0c, expiry 31 August 2024, exercise is subject to share price hurdles
Grant Details
Exercised
Lapsed
Other changes
2021
Balance at Beginning of
Year
Issue Date
No.
Value
No.
Value
No.
Anthony Wehby
Andrew Corbett
Stuart Rechner
Mick Wilkes
Chris Drew
LTI¹
LTI²
LTI¹
LTI3
LTI4
LTI¹
LTI²
LTI¹
LTI²
LTI¹
LTI3
LTI4
300,000
-
09-Nov-18
27-Nov-20
300,000
300,000
$
33,896
15,584
750,000
09-Nov-18
750,000
84,741
3,421,563
06-Nov-19
3,421,563
137,644
-
27-Nov-20
1,086,301
56,118
300,000
-
300,000
-
09-Nov-18
27-Nov-20
300,000
300,000
09-Nov-18
27-Nov-20
300,000
300,000
600,000
2,257,031
23-Aug-18
06-Nov-19
600,000
2,257,031
-
27-Nov-20
696,926
33,896
15,584
33,896
15,584
61,521
90,797
36,003
7,928,594
10,611,821
615,266
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
300,000
750,000
-
300,000
300,000
600,000
-
Vested and
Exercisable at
End of Year
No.
-
300,000
-
-
-
300,000
-
300,000
-
-
Vested and
Unexercisable at
End of Year
No.
-
-
-
3,421,563
1,086,301
-
-
-
-
-
2,257,031
696,926
2,250,000
900,000
7,461,821
¹ Unlisted LTI Options issued on 23 August 2018 and 9 November 2018 exercisable at 27c - expiry on 30 June 2021
2 Unlisted LTI Options issued 27 November 2020 exercisable at 50c - expiry on 30 June 2023
3 Unlisted LTI Options issued 6 November 2019 exercisable at 1c, expiry 31 July 2023, exercise is subject to operational hurdles
4 Unlisted LTI Options issued 5 August 2020 and 27 November 2020 exercisable at 1c, expiry 31 July 2023, exercise is subject to share price hurdles
Performance Rights Holdings of KMP
The number of performance rights in the Company held by each KMP of the Group during the 2022 and 2021
reporting periods is as follows:
Grant Details
Vested
Lapsed
Other changes
2022
Balance at Beginning of
Year
Issue Date
No.
Andrew Corbett
Chris Drew
STI1
STI2
STI1
STI2
1,357,877
27-Nov-20
1,357,877
-
14-Dec-21
1,019,940
871,157
-
27-Nov-20
05-Nov-21
871,157
856,888
Value
$
77,786
13,259
49,904
11,140
No.
923,553
-
Value
$
52,906
-
434,324
-
636,081
36,438
235,076
-
-
-
No.
No.
Balance at End
of Year
-
1,019,940
-
856,888
2,229,034
4,105,862
152,089
1,559,634
89,344
669,400
-
1,876,828
- 16 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
1 STI Performance Rights issued on 27 November 2020 will vest as follows: (a) Up to 50% of STI Performance Rights will
automatically vest if the Company’s June 2021 VWAP is between 120% to 150% of the Company’s June 2020 VWAP; and (b)
Up to 50% of the STI Performance Rights will vest, at the Board’s discretion, upon the achievement of operational performance
measures before 30 June 2021. All STI Performance Rights that have not vested by 31 July 2021 will automatically lapse and be
forfeited.
2 STI Performance Rights issued on 5 November 2021 and 14 December 2021 will vest as follows: (a) Up to 40% of STI
Performance Rights will automatically vest if the Company’s June 2022 VWAP is between 120% to 150% of the Company’s
June 2021 VWAP; and (b) Up to 60% of the STI Performance Rights will vest, at the Board’s discretion, upon the achievement
of operational performance measures before 30 June 2022. All STI Performance Rights that have not vested by 31 August 2022
will automatically lapse and be forfeited.
Grant Details
Vested
Lapsed
Other changes
2021
Balance at Beginning of
Year
Issue Date
No.
Anthony Wehby
LTI¹
174,205
09-Nov-18
174,205
Andrew Corbett
STI²
STI3
LTI⁴
LTI¹
1,140,521
-
497,721
671,932
06-Nov-19
27-Nov-20
01-Dec-17
09-Nov-18
1,140,521
1,357,877
497,721
671,932
Value
$
13,212
22,782
77,786
30,859
50,960
No.
174,205
438,000
-
497,721
671,932
Value
$
45,293
91,980
-
129,407
174,702
Stuart Rechner
LTI¹
136,875
09-Nov-18
136,875
10,381
136,875
35,588
Mick Wilkes
LTI¹
136,875
09-Nov-18
136,875
10,381
136,875
35,588
No.
-
702,521
-
-
-
-
-
Chris Drew
STI²
STI3
LTI⁴
LTI¹
752,344
-
360,054
535,057
06-Nov-19
27-Nov-20
01-Dec-17
23-Aug-18
752,344
871,157
360,054
535,057
15,028
137,644
22,323
31,782
288,926
-
360,054
535,057
60,674
-
93,614
139,115
463,418
-
-
-
No.
Balance at End
of Year
-
-
1,357,877
-
-
-
-
-
871,157
-
-
4,405,584
6,634,618
423,137
3,239,645
805,961
1,165,939
-
2,229,034
1 LTI Performance Rights issued on 23 August 2018 and 9 November 2018 will automatically vest if the Company achieves a market
capitalisation greater than $70 million on or before 30 June 2022 The vesting hurdle was achieved in November 2020 with rights vesting on 18
December 2020.
2 STI Performance Rights issued on 6 November 2019 will vest as follows: (a) Up to 50% of STI Performance Rights will automatically vest if
the Company’s June 2020 VWAP is between 120% to 150% of the Company’s June 2019 VWAP; and (b) Up to 50% of the STI Performance
Rights will vest, at the Board’s discretion, upon the achievement of operational performance measures before 30 June 2020. All STI
Performance Rights that have not vested by 31 July 2020 will automatically lapse and be forfeited.
3 STI Performance Rights issued on 27 November 2020 will vest as follows: (a) Up to 50% of STI Performance Rights will automatically vest if
the Company’s June 2021 VWAP is between 120% to 150% of the Company’s June 2020 VWAP; and (b) Up to 50% of the STI Performance
Rights will vest, at the Board’s discretion, upon the achievement of operational performance measures before 30 June 2021. All STI
Performance Rights that have not vested by 31 July 2021 will automatically lapse and be forfeited.
4 LTI Performance Rights issued on 1 December 2017 will vest if the Company achieves a market capitalisation greater than $70 million on or
before 30 June 2021. The vesting hurdle was achieved in November 2020 with rights vesting on 18 December 2020.
Share holdings of KMP
The number of ordinary shares in the Company held by each KMP of the Group during the 2022 and 2021
reporting periods is as follows:
2022
Anthony Wehby
Andrew Corbett
Stuart Rechner
Mick Wilkes
Chris Drew
Balance at
Beginning
of Year
Granted as
Remuneration
during the Year
Issued on Exercise of
Options/Vesting of
Performance Rights
during the Year
Other (Net)
Changes during the
Year
Balance at
End of Year
-
-
-
-
-
-
1,335,696
4,386,128
431,544
2,527,452
2,750,280
11,431,100
1,335,696
3,462,575
431,544
2,527,452
2,114,199
9,871,466
-
-
-
-
-
-
-
923,553
-
-
636,081
1,559,634
- 17 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
2021
Anthony Wehby
Andrew Corbett
Stuart Rechner
Mick Wilkes
Chris Drew
Balance at
Beginning
of Year
Granted as
Remuneration
during the Year
Issued on Exercise of
Options/Vesting of
Performance Rights
during the Year
Other (Net)
Changes during the
Year
Balance at
End of Year
973,991
1,854,923
200,919
280,000
930,162
4,239,995
-
-
-
-
-
-
174,205
1,607,652
136,875
136,875
1,184,037
3,239,644
187,500
-
93,750
2,110,577
-
2,391,827
1,335,696
3,462,575
431,544
2,527,452
2,114,199
9,871,466
(i)
Loans to key management personnel
There were no loans to individuals or members of KMP during the financial year or the previous financial
year.
(j)
Other KMP transactions
There have been no other transactions involving equity instruments other than those described in the tables
above. For details of other transactions with KMP, refer to Note 22 Related Party Transactions
END OF AUDITED REMUNERATION REPORT
SHARE OPTIONS
At the date of this report the unissued ordinary shares of the Company under option are as follows:
Grant Date
Date of
Expiry
Exercise
Price
Held at
Issued
Exercised
06-Nov-19
31-Jul-23
1 cent
01-Jul-21
6,818,841
31-Jan-20
31-Jan-23
25 cents
600,000
27-Nov-20
31-Jul-23
1 cent
2,768,834
27-Nov-20
31-Jul-23
50 cents
900,000
-
-
-
-
5-Nov- 21
31-Aug-24
0 cents
14-Dec-21
14-Dec-24
0 cents
-
-
2,737,240
326,233
-
-
-
-
-
-
Lapsed /
Cancelled
-
-
60,840
-
51,470
-
Held at
30-Jun-22
6,818,841
600,000
2,707,994
900,000
2,685,770
326,233
During the year ended 30 June 2022 and 30 June 2021, no ordinary shares in the Company were issued pursuant
to the exercise of options. Apart from as described in this report, there have been no conversions to, calls of,
or subscriptions for ordinary shares of issued or potential ordinary shares since the reporting date and before
the completion of these financial statements.
No person entitled to exercise an option had or has any right by virtue of the option to participate in any share
issue of any other body corporate.
PROCEEDINGS ON BEHALF OF THE GROUP
No person has applied to any court pursuant to section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the
purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group
was not a party to any such proceedings during the year.
- 18 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
INDEMNITIES GIVEN AND INSURANCE PREMIUMS PAID TO AUDITORS AND OFFICERS
The Company has entered into Deeds of Access, Indemnity and Insurance with each Director.
Under these deeds, the Company has undertaken, subject to the restrictions in the Corporations Act, to:
a)
b)
c)
d)
e)
indemnify each Director from certain liabilities incurred from acting in that position under specified
circumstances;
maintain directors’ and officers’ insurance cover (if available) in favour of each Director whilst that
person maintains such office and for seven years after the Director has ceased to be a director;
cease to maintain directors’ and officers’ insurance cover in favour of each Director if the Company
reasonably determines that the type of coverage is no longer available. If the Company ceases to
maintain directors’ and officers’ insurance cover in favour of a Director, then the Company must notify
that Director of that event; and
provide access to any Company records which are relevant to the Director’s holding of office with the
Company, for a period of seven years after the Director has ceased to be a Director.
During the year, the Company paid a premium to insure officers of the Group. The officers of the Group
covered by the insurance policy include all directors and the company secretary.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may
be brought against the officers in their capacity as officers of the Group, and any other payments arising from
liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise
out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their
position or of information to gain advantage for themselves or someone else to cause detriment to the Group.
Details of the amount of the premium paid in respect of the insurance policies is not disclosed as such
disclosure is prohibited under the terms of the contract.
The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by
law, indemnified or agreed to indemnify any current or former officer or auditor of the Group against a liability
incurred as such by an officer or auditor.
AUDIT COMMITTEE
The Board has established a separate Audit and Risk Management Committee to assist the Board to discharge
its corporate governance duties in relation to implementing and maintaining appropriate policies and
procedures relating to risk management, financial reporting, external and internal control and auditing.
NON AUDIT SERVICES
During the year the Company’s auditor provided taxation services to the Company at a total cost of $27,327.
- 19 -
DIRECTORS’ REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required by section 307C of the Corporations Act 2001 is
included in this Annual Report. Hall Chadwick continues in office in accordance with section 327 of the
Corporations Act 2001.
Pursuant to section 298(2) Corporations Act, this Directors’ Report:
a)
b)
c)
is made in accordance with a resolution of the Directors; and
is dated 19 September 2022 and
is signed by Mr Mick Wilkes.
Mick Wilkes
Non-Executive Chair
Sydney, New South Wales
19 September 2022
- 20 -
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
as at 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Consolidated Statement of Financial Position
Notes
Consolidated Group
2022
$
2021
$
Current assets
Cash and cash equivalents
Trade and other receivables
Available for sale financial assets
Inventory
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Capitalised exploration expenditure
Mine development expenditure
Right of use assets
Other non-current assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Interest bearing loan
Lease liabilities
Employee Provisions
Total current liabilities
Non-current liabilities
Interest bearing loan
Lease liabilities
Rehabilitation Provision
Employee Provisions
Deferred Payables
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
Share based payment reserve
Foreign currency translation reserve
Total equity
9
10
11
13
23
23
5
14
15
5
5
16
21
5,589,673
3,414,195
562,900
2,338,674
101,887
12,007,329
16,999,182
41,554,898
13,553,356
833,234
3,641,425
76,582,095
88,589,424
6,267,320
39,481
283,986
469,308
7,060,095
41,272
466,756
7,274,000
59,242
12,557,882
20,399,152
27,459,247
61,130,177
11,007,936
764,418
234,731
-
61,101
12,068,185
79,216
30,147,187
-
-
44,464
30,270,867
42,339,050
1,422,742
16,384
-
138,004
1,577,130
34,810
-
-
-
34,810
1,611,940
40,727,110
121,051,877
(60,738,440)
609,952
206,788
61,130,177
98,584,828
(58,713,189)
690,419
165,051
40,727,110
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
- 22 -
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
as at 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
Continuing Operations
Sales
Silver sales
Other income
Cost of sales
Gross Profit
Administration expenses
Employee benefits
Consultant and legal fees
Depreciation expense
Amortisation expense
Director fees
Share based payments expense
Other expenses
Mark to market financial assets
Foreign Exchange Gain/(Loss)
Loss before income tax expense
Income tax expense
Loss for the year
Other comprehensive income/(loss)
Other comprehensive income/(loss) – net of tax
Total comprehensive loss for the year
Basic loss per share (cents)
Diluted loss per share (cents)
Notes
Consolidated Group
2022
$
2021
$
2
3
4
8
8
11,903,750
1,497,460
(10,815,833)
2,585,377
(1,055,468)
(945,751)
(550,423)
(1,217,484)
(81,258)
(239,455)
(130,942)
(15,791)
(437,500)
529
(2,088,167)
-
(2,088,167)
-
128,471
-
128,471
(316,809)
(562,196)
(415,274)
(39,834)
-
(255,516)
(417,069)
(8,664)
(67,212)
(529)
(1,954,631)
-
(1,954,631)
41,737
(2,046,430)
298,027
(1,656,604)
(0.67)
(0.67)
(0.76)
(0.76)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with
the accompanying notes.
- 23 -
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Consolidated Statement of Changes in Equity
Attributable to the shareholders of Kingston Resources Limited
Balance at 1 July 2020
Loss for the full year
Other comprehensive income
Ordinary
Shares
$
Accumulated
Losses
$
Foreign
Exchange
Reserves
Share Based
Payment
Reserve
$
Total Equity
$
83,808,031
(57,123,921)
(132,976)
893,327
27,444,461
-
-
(1,954,631)
-
-
-
-
-
(1,954,631)
-
83,808,031
(59,078,553)
(132,976)
893,327
25,489,829
Issue of Shares
Cost of share issue
Share based payments
Transfer from Share Based Payment
Reserve on vesting/lapsing of securities
Additions to reserves
15,035,029
(483,833)
-
-
-
-
225,600
365,364
Balance at 30 June 2021
98,584,828
(58,713,189)
-
-
-
-
-
388,056
(590,964)
15,035,029
(483,833)
388,056
-
298,027
165,051
-
297,886
690,419
40,727,110
Balance at 1 July 2021
Loss for the full year
Other comprehensive income
98,584,828
(58,713,189)
165,051
690,419
40,727,110
-
-
(2,088,167)
-
-
-
-
-
(2,088,167)
-
98,584,828
(60,801,356)
165,051
690,419
38,638,942
Issue of Shares
Cost of share issue
Share based payments
Transfer from Share Based Payment
Reserve on vesting/lapsing of securities
Additions to reserves
23,126,061
(797,505)
-
-
-
-
138,493
62,916
Balance at 30 June 2022
121,051,877
(60,738,440)
-
-
-
-
-
-
120,942
(201,409)
23,126,061
(797,505)
120,942
-
41,737
206,788
-
41,737
609,952
61,130,177
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
- 24 -
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Consolidated Statement of Cash Flows
Cash flows from operating activities
Continued operations
Receipts from customers
Interest received
Receipts from other income
Payments to suppliers and employees
Net cash used in operating activities
Cash flows from investing activities
Payment for exploration and evaluation
Payment for bond deposits
Payment for acquisition of Mineral Hill Pty Ltd net of cash acquired
Payment for acquisition of mineral assets
Proceeds from divestment of WesternX Pty Ltd
Proceeds from sale of investment
Proceeds from sale of PPE
Payment for other non-current assets
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares and options
Transaction costs related to issue of shares, convertibles, or options
Proceeds from borrowings
Repayment of borrowings
Net cash provided by financing activities
Net change in cash and cash equivalents held
Cash and cash equivalents at beginning of financial year
Effect of movement in exchange rate on cash held
Cash and cash equivalents at end of financial year
Notes
Consolidated Group
2022
$
2021
$
11,660,228
21,122
-
(8,697,090)
2,984,260
-
39,709
88,762
(1,521,361)
(1,392,889)
(19,700,402)
(3,591,853)
(1,236,210)
-
2,500,000
314,972
1,179
(249,426)
(22,113,648)
14,230,000
(697,506)
49,149
(29,916)
13,551,727
(5,577,661)
11,007,936
7,490
5,589,673
(6,857,661)
-
-
(1,650,000)
-
-
-
(51,205)
(8,558,866)
15,000,000
(483,833)
51,194
(109,328)
14,458,033
4,506,278
6,511,170
(9,511)
11,007,936
20
25
9
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
- 25 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Notes to the Financial Statements
This financial report includes the consolidated financial statements and notes of Kingston Resources Limited and
controlled entities (‘Consolidated Group’ or ‘Group’).
For the purpose of preparing the consolidated financial statements, the Company is a for-profit entity.
Note 1: Statement of Significant Accounting Policies
The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting
Standards including Australian Accounting Interpretations, other authoritative pronouncements of the Australian
Accounting Standards Board and the Corporations Act 2001. The consolidated financial statements are presented in the
currency of Australian dollars.
Statement of Compliance
Compliance with Australian Accounting Standards ensures that the financial statements and notes of Kingston Resources
Limited and its controlled entities comply with International Financial Reporting Standards (IFRS).
The financial statements were authorised for issue by the directors on 19 September 2022.
Basis of Preparation
The financial statements have been prepared on an accrual basis and are based on historical costs modified by the
revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of
accounting has been applied.
Significant Accounting Policies
a)
Principles of Consolidation
The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 June
2022. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with
the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries
have a reporting date of 30 June. A list of controlled entities is contained in Note 12 to the financial statements.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised
gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are
reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts
reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with
the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net
assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries
between the owners of the parent and the non-controlling interests based on their respective ownership interests.
b)
Changes in Accounting Policies
The Group has considered the implications of new or amended Accounting Standards which have become
applicable for the current financial reporting period.
c)
New Accounting Standards and Interpretations
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June
2022.
- 26 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
d)
Income Tax
The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax
expense (income). Current and deferred income tax expense (income) is charged or credited directly to other
comprehensive income instead of the profit or loss when the tax relates to items that are credited or charged directly
to other comprehensive income.
Current tax
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets)
are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and its intended that
net settlement or simultaneous realisation and settlement of the respective asset and liability will occur.
Deferred tax
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during
the year as well unused tax losses.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where
amounts have been fully expensed but future tax deductions are available. No deferred income tax will be
recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no
effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax
assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of
the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or
liabilities are expected to be recovered or settled.
Tax consolidation
Kingston Resources Limited and its wholly-owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation legislation. Each entity in the Group recognises its own current and
deferred tax liabilities. Such taxes are measured using the ‘stand-alone taxpayer’ approach to allocation. Current
tax liability (assets) and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are
immediately transferred to the head entity. The Group notified the Australian Taxation Office that it had formed
an income tax consolidated group to apply from 1 July 2003.
e)
Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost or fair value less, where applicable any accumulated
depreciation and impairment losses.
Plant and equipment
Plant and equipment are measured on the cost basis.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash
flows that will be received from the assets employment and subsequent disposal.
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 profit or loss on the statement
of profit or loss and other comprehensive income.
Depreciation
The depreciable amount of all fixed assets is depreciated using the straight line method commencing from the time
the asset is held ready for use.
- 27 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
The depreciation rates used for each class of depreciable asset are:
Class of Fixed Assets
Motor Vehicles
Buildings
Plant & Equipment
Depreciation Rate
20-25%
10-33%
10-50%
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.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. The gains and
losses are included in profit or loss in the statement of profit or loss and other comprehensive income. When
revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained
earnings.
f)
Leases
At inception of a contract the Group assesses if the contract contains or is a lease. If there is a lease present and
the Group is the lessee, a right-of-use asset and a corresponding lease liability is recognised. However, all contracts
that are classified as short-term leases (ie a lease with a remaining lease term of 12 months or less) and leases of
low-value assets are recognised as an operating expense on a straight-line basis over the term of the lease.
Initially, the lease liability is measured at the present value of the lease payments still to be paid at commencement
date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily
determined, the Group uses the incremental borrowing rate.
Lease payments included in the measurement of the lease liability are as follows:
fixed lease payments less any lease incentives;
variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date;
the amount expected to be payable by the lessee under residual value guarantees;
the exercise price of purchase options, if the lessee is reasonably certain to exercise the options;
lease payments under extension options, if lessee is reasonably certain to exercise the options; and
payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to
terminate the lease.
The right-of-use assets comprise the initial measurement of the corresponding lease liability as mentioned above,
any lease payments made at or before the commencement date, as well as any initial direct costs. The subsequent
measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the
shortest. Where a lease transfers ownership of the underlying asset, or the cost of the right-of-use asset reflects
that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the
underlying asset.
g)
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 Accounting Standard.
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 (ie unforced) transaction between independent, knowledgeable and willing market participants at the
measurement date.
- 28 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
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 (ie
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 (ie 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 takes into account 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.
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.
h)
Financial Instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase
or sale of the asset (ie trade date accounting is adopted).
Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs,
except where the instrument is classified "at fair value through profit or loss", in which case transaction costs are
expensed to profit or loss immediately. Where available, quoted prices in an active market are used to determine
fair value. In other circumstances, valuation techniques are adopted.
Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant
financing component or if the practical expedient was applied as specified in AASB 15.63.
Classification and subsequent measurement
Financial liabilities
Financial instruments are subsequently measured at:
-
-
amortised cost; or
fair value through profit or loss.
A financial liability is measured at fair value through profit and loss if the financial liability is:
-
-
-
a contingent consideration of an acquirer in a business combination to which AASB 3: Business
Combinations applies;
held for trading; or
initially designated as at fair value through profit or loss.
All other financial liabilities are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating
interest expense in profit or loss over the relevant period. The effective interest rate is the internal rate of return of
the financial asset or liability. That is, it is the rate that exactly discounts the estimated future cash flows through
the expected life of the instrument to the net carrying amount at initial recognition.
A financial liability is held for trading if:
-
it is incurred for the purpose of repurchasing or repaying in the near term;
- 29 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
-
-
part of a portfolio where there is an actual pattern of short-term profit taking; or
a derivative financial instrument (except for a derivative that is in a financial guarantee contract or a
derivative that is in a effective hedging relationships).
Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not
part of a designated hedging relationship are recognised in profit or loss.
The change in fair value of the financial liability attributable to changes in the issuer's credit risk is taken to other
comprehensive income and are not subsequently reclassified to profit or loss. Instead, they are transferred to
retained earnings upon derecognition of the financial liability. If taking the change in credit risk in other
comprehensive income enlarges or creates an accounting mismatch, then these gains or losses should be taken to
profit or loss rather than other comprehensive income.
A financial liability cannot be reclassified.
Financial assets
Financial assets are subsequently measured at:
-
-
-
amortised cost;
fair value through other comprehensive income; or
fair value through profit or loss.
Measurement is on the basis of two primary criteria:
-
-
the contractual cash flow characteristics of the financial asset; and
the business model for managing the financial assets.
A financial asset that meets the following conditions is subsequently measured at amortised cost:
-
-
the financial asset is managed solely to collect contractual cash flows; and
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding on specified dates.
A financial asset that meets the following conditions is subsequently measured at fair value through other
comprehensive income:
-
-
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding on specified dates;
the business model for managing the financial assets comprises both contractual cash flows collection
and the selling of the financial asset.
By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value
through other comprehensive income are subsequently measured at fair value through profit or loss.
The Group initially designates a financial instrument as measured at fair value through profit or loss if:
-
-
-
it eliminates or significantly reduces a measurement or recognition inconsistency (often referred to as
“accounting mismatch”) that would otherwise arise from measuring assets or liabilities or recognising the
gains and losses on them on different bases;
it is in accordance with the documented risk management or investment strategy, and information about
the groupings was documented appropriately, so that the performance of the financial liability that was
part of a group of financial liabilities or financial assets can be managed and evaluated consistently on a
fair value basis;
it is a hybrid contract that contains an embedded derivative that significantly modifies the cash flows
otherwise required by the contract.
- 30 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time
option on initial classification and is irrevocable until the financial asset is derecognised.
Equity instruments
At initial recognition, as long as the equity instrument is not held for trading and not a contingent consideration
recognised by an acquirer in a business combination to which AASB 3: Business Combinations applies, the Group
made an irrevocable election to measure any subsequent changes in fair value of the equity instruments in other
comprehensive income, while the dividend revenue received on underlying equity instruments investment will still
be recognised in profit or loss.
Regular way purchases and sales of financial assets are recognised and derecognised at settlement date in
accordance with the Group's accounting policy.
Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the
statement of financial position.
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (ie when the obligation in the contract is discharged, cancelled
or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a
substantial modification to the terms of a financial liability is treated as an extinguishment of the existing liability
and recognition of a new financial liability.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and
payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Derecognition of financial assets
A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is
transferred in such a way that all the risks and rewards of ownership are substantially transferred.
All of the following criteria need to be satisfied for derecognition of financial asset:
-
-
-
the right to receive cash flows from the asset has expired or been transferred;
all risk and rewards of ownership of the asset have been substantially transferred; and
the Group no longer controls the asset (ie the Group has no practical ability to make a unilateral decision
to sell the asset to a third party).
On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying
amount and the sum of the consideration received and receivable is recognised in profit or loss.
On derecognition of a debt instrument classified as at fair value through other comprehensive income, the
cumulative gain or loss previously accumulated in the investment revaluation reserve is reclassified to profit or
loss.
On derecognition of an investment in equity which was elected to be classified under fair value through other
comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve
is not reclassified to profit or loss, but is transferred to retained earnings.
Impairment
The Group recognises a loss allowance for expected credit losses on:
-
-
-
-
-
financial assets that are measured at amortised cost or fair value through other comprehensive income;
lease receivables;
contract assets (eg amounts due from customers under construction contracts);
loan commitments that are not measured at fair value through profit or loss; and
financial guarantee contracts that are not measured at fair value through profit or loss.
Loss allowance is not recognised for:
-
financial assets measured at fair value through profit or loss; or
- 31 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
-
equity instruments measured at fair value through other comprehensive income.
Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial
instrument. A credit loss is the difference between all contractual cash flows that are due and all cash flows
expected to be received, all discounted at the original effective interest rate of the financial instrument.
The Group uses the general approach to impairment, as applicable under AASB 9: Financial Instruments:
Under the general approach, at each reporting period, the Group assesses whether the financial instruments are
credit-impaired, and if:
-
-
the credit risk of the financial instrument has increased significantly since initial recognition, the Group
measures the loss allowance of the financial instruments at an amount equal to the lifetime expected credit
losses; or
there is no significant increase in credit risk since initial recognition, the Group measures the loss
allowance for that financial instrument at an amount equal to 12-month expected credit losses.
Recognition of expected credit losses in financial statements
At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in
the statement of profit or loss and other comprehensive income.
The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that
asset.
Assets measured at fair value through other comprehensive income are recognised at fair value, with changes in
fair value recognised in other comprehensive income. Amounts in relation to change in credit risk are transferred
from other comprehensive income to profit or loss at every reporting period.
For financial assets that are unrecognised (eg loan commitments yet to be drawn, financial guarantees), a provision
for loss allowance is created in the statement of financial position to recognise the loss allowance.
i)
Impairment of Non-Financial Assets
At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine
whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable
amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the
asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the
statement of profit or loss and other comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
j)
Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian dollars
which is the parent entity’s functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the
date of the transaction.
Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where
deferred in equity as a qualifying cash flow or net investment hedge in which case they would be recognised in
other comprehensive income.
k)
Employee Benefits
Provision is made for the Company’s liability for employee benefits arising from services rendered by employees
to reporting date. Employee benefits that are expected to be settled wholly within one year have been measured at
the amounts expected to be paid when the liability is settled plus related on costs. Employee benefits payable later
than one year have been measured at the present value of the estimated future cash outflows to be made for those
benefits.
- 32 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Equity-settled compensation
The Group operates a share-based compensation plan which includes a share option arrangement. The bonus
element over the exercise price of the employee’s services rendered in exchange for the grant of options is
recognised as an expense in the statement of profit or loss and other comprehensive income, with a corresponding
increase to an equity account. The total amount to be expensed over the vesting period is determined by reference
to the fair value of the shares of the options granted. The fair value of options is ascertained using a Black-Scholes
pricing model which incorporates all market vesting conditions, the fair value of Performance Rights is ascertained
using the Monte Carlo method.
l)
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid
investments with original maturities of three months or less.
m)
Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
n)
Revenue and Other Income
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the
financial assets.
Research and development credits are treated as Other Income and recognised to the extent that the related
expenditure has been expensed in the Statement of Profit and Loss and Other Comprehensive Income. Research
and development credits that pertain to expenditure on any capitalised amounts remaining on the Statement of
Financial Position are deferred accordingly to be recognised in-line with expensing of those items.
All revenue is stated net of the amount of goods and services tax (GST).
o) Mine Development and Exploration Expenditure
Exploration, evaluation and development expenditures incurred are capitalised in respect of each identifiable area
of interest. These costs are only capitalised to the extent that they are expected to be recovered 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.
Accumulated costs in relation to an abandoned area are written off in full against profit 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 capitalise
costs in relation to that area of interest.
Costs of site restoration are provided over the life of the project from when exploration commences and are
included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant,
equipment and building structures, waste removal, and rehabilitation of the site in accordance with local laws and
regulations and clauses of the permits. Such costs have been determined using estimates of future costs, current
legal requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site
restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations
and future legislation. Accordingly the costs have been determined on the basis that the restoration will be
completed within one year of abandoning the site.
p)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of
the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement
of financial position are shown inclusive of GST.
- 33 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing
and financing activities, which are disclosed as operating cash flows.
q)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
r)
Going Concern
The consolidated entity has incurred operating losses of $2,088,167 (2021: $1,954,631) and positive operating
cash flows of $2,984,260 (2021 $1,392,889) for the year ended 30 June 2022. The consolidated entity’s net current
asset position as at 30 June 2022 was $4,947,234 (2021: $10,491,055) including $5,589,673 in cash (2021:
$11,007,936).
During the year the following significant issues of capital were made:
On 24 November 2021, the Company completed the placement of a total of 70,000,000 shares at $0.20
raising $14,000,000 (before costs).
On 4 February 2022, the Company completed a placement 1,150,000 shares at $0.20 purchased under
a Share Purchase Plan announced 18 November 2021, raising $230,000 (before cost).
For details on the remaining shares issued during the year see Note 16.
The entity has planned to use these funds largely on exploration and development activities, the expenditure of
which can be varied and applied discretionarily.
The Group’s cash balance of $5,589,673 as at 30 June 2022 leaves it with sufficient funding to continue to meet
operational expenditure requirements, including minimum exploration commitments across its tenement portfolio.
Nevertheless, the nature of an exploration and development company is to have negative cash flow from operations
and investing activities, and as such the Company may need to raise equity from time to time as successfully
demonstrated most recently in November 2021 and February 2022. If the Group is unsuccessful in raising capital,
a material uncertainty exists, that may cast significant doubt on the Group’s ability as a going concern and its
ability to recover assets, and discharge liabilities in the normal course of business and at the amount shown in the
financial statements. The financial statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary
should the Group not continue as a going concern.
Taking into account the current cash reserves of the Company, the Directors are confident the Company has
adequate resources to continue in its main business activity for the foreseeable future. As a result, the financial
statements have been prepared on the basis of going concern which contemplates continuity of normal business
activities and the realisation of assets and settlement of liabilities in the ordinary course of business and at the
amounts stated in the financial report.
s)
Joint arrangements and associates
Associates are those entities over which the Group is able to exert significant influence but which are not
subsidiaries.
A joint venture is an arrangement that the Group controls jointly with one or more other investors, and over which
the Group has rights to a share of the arrangement’s net assets rather than direct rights to underlying assets and
obligations for underlying liabilities. A joint arrangement in which the Group has direct rights to underlying assets
and obligations for underlying liabilities is classified as a joint operation.
Investments in associates and joint ventures are accounted for using the equity method. Interests in joint operations
are accounted for by recognising the Group’s assets (including its share of any assets held jointly), its liabilities
(including its share of any liabilities incurred jointly), its revenue from the sale of its share of the output arising
from the joint operation, its share of the revenue from the sale of the output by the joint operation and its expenses
(including its share of any expenses incurred jointly).
Any goodwill or fair value adjustment attributable to the Group’s share in the associate or joint venture is not
recognised separately and is included in the amount recognised as investment.
The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise the
Group’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted
where necessary to ensure consistency with the accounting policies of the Group.
- 34 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Unrealised gains and losses on transactions between the Group and its associates and joint ventures are eliminated
to the extent of the Group’s interest in those entities. Where unrealised losses are eliminated, the underlying asset
is also tested for impairment.
Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge
and best available current information. Estimates assume a reasonable expectation of future events and are based on
current trends and economic data, obtained both externally and within the Group.
Key estimates – Impairment
The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to
impairment of assets.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by management review using Black Scholes,
Monte Carlo, or an agreed fair value. The related assumptions are detailed in Note 21. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and
liabilities within the next annual reporting period but may impact expenses and equity.
Estimation of useful lives of assets
The estimation of the useful lives of assets has been based on historical experience and manufacturers’ warranties (for
plant and equipment). In addition, the condition of the assets is assessed at least once per year and considered against the
remaining useful life. Adjustments to useful lives are made when considered necessary.
Exploration and evaluation of expenditure
Costs arising from exploration and evaluation activities are carried forward provided the rights to tenure of the area of the
interest are current and such costs are expected to be recouped through successful development, or by sale, or where
exploration and evaluation activities have not, at reporting date, reached a stage to allow a reasonable assessment
regarding the existence of economically recoverable reserves. Costs carried forward in respect of an area of interest that
is abandoned are written off in the year in which the decision to abandon is made. The carrying value of the capitalised
exploration and evaluation expenditure is assessed for impairment whenever facts and circumstances suggest that the
carrying amount of the asset may exceed its recoverable amount. Such capitalised exploration expenditure is carried at
the end of the reporting period at $41,554,898 (see Note 23).
The Group has applied AASB 6 Exploration for and Evaluation of Mineral Resources.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may
have, on the consolidated entity based on known information. This consideration extends to the nature of the operations,
assets, and geographic regions in which the consolidated entity operates. There does not currently appear to be either any
significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which
may impact the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus
(COVID-19) pandemic.
- 35 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Consolidated Group
2022
$
2021
$
21,122
82,184
1,392,976
1,178
-
-
1,497,460
39,709
-
-
-
38,762
50,000
128,471
Consolidated Group
2022
$
2021
$
(78,013)
(37,751)
(1,101,720)
(1,217,484)
(37,075)
-
-
(39,834)
2.
OTHER INCOME
Other income
Interest income
Profit on sale of financial assets
Profit on disposal of mining assets
Proceeds from sale of motor vehicle
DMIRS EIS funding
Government grant
Total other income
3.
DEPRECIATION
Depreciation of:
- right of use asset
- building
- plant and equipment
Total depreciation and amortisation
4.
INCOME TAX
(a) Income tax recognised in profit and loss
The prima facie tax expense (benefit) on operating result is reconciled to the income tax provided in the statement of
profit or loss and other comprehensive income as follows:
Consolidated Group
2022
$
2021
$
Accounting loss before income tax
(2,088,146)
(1,954,631)
Income tax benefit calculated at 25% (FY21
26%)%
Non-deductible expenses
Tax losses/temporary difference not brought into
account
Income tax expense (benefit)
(522,037)
350,381
171,656
(508,204)
114,838
393,366
-
-
The tax rate used in the above reconciliation is the corporate tax rate of 25% (FY21 26%) payable by Australian corporate
entities on taxable profits under Australian tax law.
- 36 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
(b) Analysis of deferred tax asset
No deferred tax assets have been recognised other than to offset deferred tax liabilities, as it is currently not probable that
future taxable profit will be available to realise the asset. The potential deferred tax asset on carry forward losses amounts
to $4,104,549 (2021: $5,859,720).
Tax Consolidation
Effective 1 July 2003, for the purposes of income taxation, the Company and its 100% wholly-owned subsidiaries formed
a tax consolidated group; the head entity of the tax consolidated group is Kingston Resources Limited.
5.
RIGHT OF USE ASSETS
The Group’s Right of use Assets include buildings (in the form of an office lease), plant and equipment and motor
vehicles.
a. Right of use assets
Leased Buildings
Accumulated Amortisation
Net Carrying Value
Leased Motor Vehicles
Addition through business combination
Additions
Accumulated Amortisation
Net Carrying Value
Leased Equipment
Excavator
Addition through business combination
Additions
Accumulated Amortisation
Net Carrying Value
Total Net Carrying Value
b. Lease liabilities
Current
Non-current
Consolidated Group
30 June 2022
$
30 June 2021
$
336,145
(95,978)
240,167
180,044
181,461
(58,445)
303,060
200,786
109,877
207,837
(228,493)
290,007
833,234
283,986
466,756
750,742
74,145
(74,145)
-
-
-
-
200,786
-
-
(200,786)
-
-
-
-
-
- 37 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
6.
INTERESTS OF KEY MANAGEMENT PERSONNEL
(a)
Key management personnel compensation
Key management personnel (KMP) remuneration has been included in the Remuneration Report section of the Directors’
Report.
The totals of remuneration paid to KMP of the Group during the 2022 and 2021 reporting periods are as follows.
Short-term employee benefits
Post-employment benefits
Equity-settled share-based payments
Total
Consolidated Group
2022
$
2021
$
928,982
67,523
92,309
1,088,814
798,119
60,333
266,564
1,125,016
Consolidated Group
2022
$
2021
$
7.
AUDITOR REMUNERATION
Remuneration of the auditor of the Company for:
- auditing or reviewing the financial statements
- non-audit services
Total
44,572
27,327
71,899
36,137
23,232
59,369
Consolidated Group
2022
$
2021
$
8.
LOSS PER SHARE
(a) Basic loss per share (cents per share)
(b) Diluted loss per share (cents per share)
(c) Weighted average number of ordinary shares on
issue used in the calculation of basic loss per share
Loss used in calculation of basic loss per share
(d)
(0.67)
(0.67)
313,665,434
(0.76)
(0.76)
258,138,770
($2,088,167)
($1,954,631)
There are no dilutive potential ordinary shares as the exercise of options to ordinary shares would have the effect of
decreasing the loss per ordinary share and would therefore be non-dilutive.
9.
CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Short-term deposits
Total
Consolidated Group
2022
$
2021
$
5,589,673
-
5,589,673
8,507,936
2,500,000
11,007,936
Cash at bank earns interest at floating rates based on daily deposit rates. The carrying amounts of cash and cash
equivalents represent fair value. Short-term deposits are made for varying periods of between one day and three months,
depending on the immediate cash requirements of the Group, and earn interest at a short-term deposit rate depending on
the term.
- 38 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Consolidated Group
2022
$
2021
$
10. TRADE AND OTHER RECEIVABLES
Current
Deferred receivable – Divestment of WesternX Pty Ltd
Other receivables
Total current trade and other receivables
1,500,000
1,914,195
3,414,195
-
764,418
764,418
The Group has no significant concentration of credit risk with respect to any single counter party or group of counter
parties other than those receivables specifically provided for as mentioned within this note. The class of assets described
as Other Receivables is considered to be the main source of credit risk related to the Group. During the year, the Group
took up a provision equivalent to 33.33% of total GST receivable for Gallipoli Exploration (PNG) Ltd and WCB PNG
Exploration Ltd totalling $302,363. The provision increased the capitalised expenditure for Misima gold project by
$302,363.
The Group applies the AASB 9 general approach to measuring expected credit losses, which permits the use of the lifetime
expected loss provision for all other receivables. Under the general approach a nil expected loss rate was applied to all
receivables as at 30 June 2022 and 30 June 2021.
11.
FINANCIAL ASSETS
Financial assets at fair value through profit and loss:
At fair value
Shares in listed entities
Options in listed entities
Consolidated Group
2022
$
2021
$
500,400
62,500
562,900
234,731
-
234,731
Financial assets at fair value through profit and loss consist of investments in ordinary shares and listed options.
(i) Listed shares - The fair value of listed shares has been determined directly by reference to published price quotations
in an active market.
(ii) Listed options - The fair value of listed options has been determined directly by reference to published price
quotations in an active market.
12. CONTROLLED ENTITIES
Name
Country of
Incorporation
Principal Activity
Beneficial Percentage
Interest Held By
Economic Entity
2021
%
2022
%
Slipstream WANT Pty Ltd
Universal Rare Earths Pty Ltd
Fleurieu Mines Pty Ltd
Westernx Pty Ltd
Centex Resources Ltd (formerly U Energy Pty Ltd)
WCB Pacific Pty Limited
WCB Australia Pty Limited
Mineral Hill Pty Ltd
WCB PNG Limited
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Mineral Exploration
Mineral exploration
Mineral exploration
Mineral exploration
Mineral exploration
Mineral exploration
Mineral exploration
Mineral exploration
Papua New Guinea Mineral exploration
WCB PNG Exploration Limited
Papua New Guinea Mineral exploration
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
- 39 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Gallipoli Exploration (PNG) Limited
Papua New Guinea Mineral exploration
100
100
Consolidated Group
2022
$
2021
$
13.
PROPERTY, PLANT AND EQUIPMENT
Motor vehicles:
Opening balance
Exchange rate adjustment
Additions
Disposals
Closing Balance
Accumulated depreciation
Opening balance
Exchange rate adjustment
Depreciation for the year
Closing balance
Net Book Value – Motor Vehicles
Buildings:
Opening balance
Addition through business combination
Exchange rate adjustment
Additions
Disposals
Closing Balance
Accumulated depreciation
Opening balance
Addition through business combination
Exchange rate adjustment
Depreciation for the year
Closing balance
Net Book Value – Buildings
Plant & Equipment:
Opening balance
Addition through business combination
Exchange rate adjustment
Additions
Disposals
Closing Balance
Accumulated depreciation
Opening balance
Addition through business combination
Exchange rate adjustment
Depreciation for the year
Closing balance
Net Book Value – Plant & Equipment
177,203
-
49,149
-
226,352
97,987
-
37,913
135,900
90,452
-
819,700
-
75,522
-
895,222
-
295,265
-
37,750
333,015
562,207
-
7,854,425
-
12,411,362
-
20,265,787
-
2,817,544
-
1,101,720
3,919,264
16,346,523
125,998
-
51,205
-
177,203
81,684
-
16,303
97,987
79,216
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net Book Value – Property, plant and Equipment
16,999,182
79,216
- 40 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
14. OTHER NON CURRENT ASSETS
Environmental bonds
Other security deposits
Total
15. TRADE AND OTHER PAYABLES
Trade payables – unsecured
Other payables and accruals
Total
Consolidated Group
2022
$
2021
$
3,504,000
137,425
3,641,425
-
44,464
44,464
Consolidated Group
2022
$
2021
$
3,956,907
2,310,413
6,267,320
1,020,692
402,050
1,422,742
Given the short term nature of these amounts, their carrying value approximates their fair value.
- 41 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
ISSUED CAPITAL
16.
(a) Movements in contributed equity for the year
Balance at the beginning of the year
- 30 Jul 2021
- 24 Nov 2021
- 25 Nov 2021
- 25 Nov 2021
- 17 Jan 2022
- 4 Feb 2022
Shares issued during the previous financial year:
- 14 July 2020
- 17 Jul 2020
- 27 Nov 2020
- 18 Dec 2020
- 2 Feb 2021
- 8 April 2021
Less capital raising costs
Total contributed equity
Consolidated Group
30 June 2022
30 June 2021
Number of Fully
Paid Ordinary
Shares
$
Number of Fully
Paid Ordinary
Shares
$
283,736,946
2,417,611
70,000,000
500,000
50,000
54,912,882
1,150,000
98,584,828
138,494
14,000,000
100,000
10,000
8,786,061
230,000
412,767,439
(797,506)
121,051,877
217,043,243
83,808,031
12,500,000
1,007,175
498,809
50,589,642
1,923,077
175,000
283,736,946
2,000,000
29,593
29,160
12,669,898
500,000
31,979
(483,833)
98,584,828
During the period the Company issued share capital amounting to 129,030,493 fully paid ordinary shares of no par value. At shareholders’ meetings each fully paid ordinary
share is entitled to one vote when a poll is called.
On 24 November 2021, the Company completed the placement of a total of 70,000,000 shares at $0.20 raising $14,000,000.
On 25 November 2021, the company issued 500,000 shares as part consideration for placement offer undertaken on 24 November 2021. This transaction was recorded at a fair
value of $100,000 at an issue price of $0.20.
On 25 November 2021, the company issued 50,000 shares for nil consideration to an employee as part of their employment contract. This transaction was recorded at a fair
value of $10,000 at an issue price of $0.20.
- 42 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
On 17 January 2022, the Company issued 54,912,882 shares at $0.20 to Quintana Resources Holdings LP in
part consideration for the acquisition of Mineral Hill Pty Ltd.
On 4 February 2022, the Company completed a placement of 1,150,000 shares at $0.20 purchased under a
Share Purchase Plan announced 18 November 2021, raising $230,000.
During the financial year, no fully paid ordinary shares were issued as a result of the exercise of options, but
2,417,611 shares were issued as a result of Performance Rights vesting.
Since the end of the financial year end, no ordinary shares have been issued as a result of the exercise of options,
but 627,186 shares were issued as a result of Performance Rights vesting
(b) Options
(i)
For information relating to the Company’s employee and consultant option scheme, including details of options
issued, exercised and lapsed during the financial year and the options outstanding at year end, refer to Note 21
Share-based Payments.
(ii) For information relating to share options issued to key management personnel during the financial year, refer
to the Directors’ Report.
(c) Capital Management
Management controls the capital of the Group in order to maintain a good debt to equity ratio, provide the
shareholders with adequate returns and ensure that the Group can fund its operations and continue as a going
concern.
The Group’s debt and equity capital includes ordinary share capital and financial liabilities, supported by
financial assets. There are no externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing its financial risks and adjusting its capital
structure in response to changes in these risks and in the market. These responses include the management
debts levels, distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since
the prior year.
17. RESERVES
(a)
Share-based Payment Reserve
The share-based payment reserve records items recognised as expenses on valuation of unlisted employee and
consultant incentive scheme options and performance rights. Refer to Note 21 Share-based Payments for further
details.
18. COMMITMENTS AND CONTINGENCIES
The Group has certain obligations to perform minimum exploration work and to expend minimum amounts of
money on such work on mining tenements. These obligations may be varied from time to time subject to approval
and are expected to be fulfilled in the normal course of the operations of the Group. These commitments have not
been provided for in the financial report. Due to the nature of the Group’s operations in exploring and evaluating
areas of interest, it is difficult to accurately forecast the nature and amount of future expenditure beyond the next
year. Expenditure may be reduced by seeking exemption from individual commitments, by relinquishing tenure
or by new joint venture arrangements. Expenditure may be increased when new tenements are granted or joint
venture agreements amended. The minimum expenditure commitment on currently held tenements is:
- 43 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Exploration commitment
Consolidated Group
2022
$
2021
$
Not later than one year
Later than one year and less than five years
200,000
-
123,000
144,055
During the year, with the acquisition of Mineral Hill Pty, the Group has a commitment to increase the
Rehabilitation Security Bond as follows;
Rehabilitation Security Bond commitment
Consolidated Group
2022
$
2021
$
Not later than one year
Later than one year and less than five years
3,770,000
-
-
-
On 4 July 2022, the Company increased its the Rehabilitation Security Bond by $2,000,000, to a total of
$5,477,000, reducing the remaining commitment to $1,770,000.
During the year, the Group acquired finance leases between one and two years for motor vehicles and plant and
equipment from the acquisition of Mineral Hill Pty Ltd. Following the acquisition, the Group entered into three
year finance leases for the purchase of motor vehicles for the Mineral Hill mine. The future minimum lease
payments are as follows:
Finance lease commitment
Consolidated Group
2022
$
2021
$
Not later than one year
Later than one year and less than five years
270,408
311,151
75,158
-
The Group is a party to rental leases for its office premises. The future minimum lease payments are as follows:
Operating lease commitment
Consolidated Group
2022
$
2021
$
Not later than one year
Later than one year and less than five years
78,891
165,428
-
-
19.
SEGMENT REPORTING
For the year ended 30 June 2022, the Group has two segments, being mining and exploration of minerals in
Australia and Papua New Guinea.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can
be allocated on a reasonable basis.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are
expected to be used for more than one period in that geographic region.
External revenue
Other revenue
Interest income
Total revenue
EBITDA
Depreciation and amortisation
Australia
11,903,750
1,475,160
21,122
13,400,031
(750,209)
(1,298,742)
PNG
-
1,179
-
1,179
(44,545)
-
Total
11,903,750
1,476,339
21,122
13,401,211
(794,754)
(1,298,742)
- 44 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Reportable segment asset
Reportable segment liability
Net assets
49,979,743
(27,169,517)
22,810,226
38,609,681
(289,730)
38,319,951
88,589,424
(27,459,247)
61,130,177
20. CASH FLOW INFORMATION
(a)
Reconciliation to Statement of Cash Flows
For the purposes of the Statement of Cash Flows, cash and cash equivalents are as reported above.
Reconciliation of Loss from Ordinary Activities to
Net Cash Flows from Operating Activities
Loss for the year
Depreciation
Share-based payments
Revaluation of assets at FVTPL
Unrealised fx (gain)/losses
Changes in assets and liabilities
Decrease/(increase) in trade and other receivables
Decrease/(increase) in prepayments
Decrease/(increase) in other non-current assets
(Decrease) in trade payables
(Decrease)/increase in provisions
(Decrease)/increase in other payables and accruals
Net cash flows from operating activities
Consolidated Group
2022
$
2021
$
(2,088,167)
1,217,484
130,942
437,500
(529)
19,371
269,718
(10,553)
1,553,754
176,856
1,277,884
2,984,260
(1,954,631)
39,834
417,069
67,212
529
(222,661)
(58,820)
(6,682)
255,215
70,046
-
(1,392,889)
21.
SHARE-BASED PAYMENTS
(i)
Share options and performance rights are granted to employees and directors of the Company, or any Associated
Body Corporate of the Company. The following employee share-based payment arrangements existed at 30 June
2022.
Share options:
Date of grant Share-based payment
6 Nov 2019
LTI Options1
Number
granted
7,281,957
Value
292,942
Share Price
on Issue
0.170
Exercise
Price
0.010
27 Nov 2020
LTI Options2
2,707,994
139,894
27 Nov 2020
LTI Options3
900,000
46,753
5 Nov 2021
LTI Options2
1,720,735
86,570
14 Dec 2021
LTI Options2
17 Jun 22
LTI Options3
815,952
40,052
149,082
7,318
14 Dec 21
Service Fee Options3
326,233
52,197
0.295
0.295
0.205
0.165
0.094
0.165
0.010
0.500
0.00
0.00
0.00
0.00
Expiry
31 Jul 2023
31 July 2023
31 July 2023
31 August 2024
31 August 2024
31 August 2024
14 December 2024
1 LTI Performance Options vest upon delivery of operational performance hurdles
2 LTI Performance Options vest based on Total Shareholder Return relative to peer group companies prior to expiry
3 Options vested upon issue
- 45 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Performance Rights:
Date of grant
5 Nov 2021
Share-based payment
STI Performance Rights1
Number granted
2,150,919
14 Dec 21
STI Performance Rights1
17 Jun 22
STI Performance Rights1
1,019,940
160,470
Value
28,380
13,259
Expiry
31 August 2022
31 August 2022
-
31 August 2022
1 STI Performance Rights issued on 5 November 2021, 14 December 2021 and 17 June 2022 will vest as follows:
(a) Up to 40% of STI Performance Rights will automatically vest if the Company’s June 2022 VWAP is between 120% to 150%
of the Company’s June 2021 VWAP; and
(b) Up to 60% of the STI Performance Rights will vest, at the Board’s discretion, upon the achievement of operational
performance measures before 30 June 2022.
Of these STI Performance Rights, those that have not vested by 31 August 2022 will automatically lapse and be forfeited.
The principal assumptions used in estimating the value of the STI and LTI options include volatility of 55%
determined with reference to the Company’s historic volatility and the volatility of peer group companies, and a risk
free interest rate of 1.0%.
The number and weighted average exercise prices of share options granted to employees and directors is as follows:
2022
2021
Number of
Options
Outstanding at beginning of period
10,487,675
Weighted Average
Exercise Price
$
0.01
Expired during the period
Issued during the period
Outstanding at year-end
Exercisable at year-end
(112,310)
3,063,472
13,438,837
1,226,233
0.01
0.00
0.05
0.37
(ii) Other share-based payments granted to third parties.
Ordinary shares:
There was nil share based payments to third parties during the year.
Share options:
Number of
Options
10,519,548
(3,700,707)
3,668,834
10,487,675
900,000
Weighted Average
Exercise Price
$
0.27
0.22
0.05
0.01
0.50
Date of grant
Share-based payment
31 Jan 2020
Advisory fees
Number
granted
600,000
Value
$28,051
Share price on
issue
$0.175
Exercise
Price
$0.25
Expiry
31 Jan 2023
There were no options exercised during the year ended 30 June 2022 (2021: nil).
22. RELATED PARTY TRANSACTIONS
(a) Key Management Personnel
Key management personnel compensation has been included in the Remuneration Report section of the Directors’
Report and Note 6 Interests of Key Management Personnel.
During the year the Company incurred Consulting Fees of $7,200 to Integrated Mining Solutions Pty Ltd. The
Company’s Chairman Mick Wilkes is a Director and Shareholder of Integrated Mining Solutions Pty Ltd.
- 46 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
(b) Directors’ Interests
As at 30 June 2022 the relevant interests of each of the Directors, held either directly or indirectly through their
associates, in the securities of Kingston was as follows:
Director
Anthony Wehby1
Andrew Corbett 2
Stuart Rechner 3
Mick Wilkes 4
Fully Paid
Ordinary
Shares (KSN)
1,335,696
4,564,617
431,544
2,527,452
Unlisted LTI
Options
369,783
5,323,816
369,783
486,667
1 Anthony Wehby holds a relevant interest in Options as he is a related party to Mrs Rosemary Wehby, who is the registered
holder of the options. He has a relevant interest in the shares as the registered holder
2 Andrew Corbett holds a relevant interest in the specified number of securities as a result of being a director of Milamar Group
Pty Ltd as trustee of Milamar Family Trust, who is the registered holder of those securities
3 Stuart Rechner holds a relevant interest in the specified number of securities as a result of being a director of Osmium Holdings
Pty Limited as trustee of Ferndale Superannuation Fund, who is the registered holder of those securities
4 Mick Wilkes holds a relevant interest in the specified number of securities as a result of being a director of Eligius Holdings Pty
Limited as trustee of Eligius Holdings Pty Ltd ATF, who is the registered holder of those securities.
23. MINE DEVELOPMENT AND EXPLORATION
At 1 July 2021
Cost
Accumulated amortisation
Net Carrying Amount
Year ended 30 June 2022
Carrying amount at the beginning of the period
Amounts acquired in business combinations
Additions
Amortisation
Foreign exchange differences
Divestment of Livingstone
Carrying amount at the end of the year
At 30 June 2022
Cost
Accumulated amortisation
Net Carrying Amount
Consolidated Group
Mine
development
expenditure
$
Capitalised
exploration
expenditure
$
Total
$
-
-
-
30,147,187
-
30,147,187
30,147,187
-
30,147,187
-
11,694,049
1,940,565
(81,258)
-
-
13,553,356
30,147,187
622,646
14,427,074
-
236
(3,642,245)
41,554,898
30,147,187
12,316,695
16,367,639
(81,258)
236
(3,642,245)
55,108,254
13,634,614
(81,258)
13,553,356
41,554,898
-
41,554,898
55,189,512
(81,258)
55,108,254
An impairment assessment was undertaken of the Group’s exploration assets held at the end of FY22. Nothing has
come to the Company’s attention to indicate that amounts recorded as Capitalised Exploration Expenditure as at
30 June 2022 are not reasonable, require impairment, or do not meet the requirements of AASB 6.
On 10 December 2021, Kingston sold its 75% interest in the Livingstone Gold Project to Metal Bank Ltd for a
total consideration of up to $10 million. The transaction was undertaken through the sale of 100% of the issued
capital of Westernx Pty Ltd. Following the divestment of WesternX, the Groups’ total capitalised exploration and
evaluation was reduced by $3,642,245 which represents the total exploration and evaluation spend on the
Livingstone Gold Project.
- 47 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
On 17 January 2022, Kingston acquired 100% interest in the Mineral Hill Pty Ltd for a total consideration of $22.6
million. The group acquired exploration assets totalling $622,646 from Mineral Hill Pty Ltd.
Of the total $41,554,898 capitalised exploration expenditure, $38,609,681 is attributable to the Misima Gold
Project, $2,945,217 is attributable to Mineral Hill tenements.
24.
FINANCIAL INSTRUMENTS
The Group’s principal financial instruments comprise receivables, payables, FVTPL financial assets, cash and
short-term deposits and a commercial loan.
The main risks arising from the Group’s financial instruments are interest rate risk, credit risk and liquidity risk.
The Company uses different methods to measure and manage different types of risks to which it is exposed. These
included monitoring levels of exposure to interest rate and market forecasts for interest rate. Ageing analyses and
monitoring of specific credit allowances are undertaken to manage credit risk. Liquidity risk is monitored through
the development of future rolling cash flow forecasts.
The Board reviews and agrees policies for managing each of these risks which are summarised below.
(a) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial
loss to the Group.
Credit risk arises from cash and cash equivalents, trade and other receivables and FVTPL financial assets. The
Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal
to the carrying amount net of any provisions for these assets as disclosed in the statement of financial position and
notes to the financial statements.
The Group has adopted a policy of only dealing with creditworthy counter parties as a means of mitigating the risk
of financial loss from defaults. It is the Group’s policy that all customers who wish to trade on credit terms are
subject to credit evaluations including an assessment of their independent credit rating, financial position, past
experience and industry reputation. Risk limits are set for each individual customer in accordance with parameters
set by the Board. These risk limits are regulatory monitored. The Group does not require collateral in respect of
financial assets.
In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to
bad debts is not significant. At the reporting date there were no significant concentrations of credit risk. Refer to
Note 10 for further information on impairment of financial assets that are past due.
(b)
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an
appropriate liquidity risk management framework for the management of the Group’s short, medium and long-
term funding and liquidity management. The Group manages the liquidity risk by maintaining adequate cash
reserves, and by continuously monitoring forecast and actual cash flows while matching the maturity profiles of
financial assets and liabilities. There are no material financial assets or financial liabilities that are subjected to
liquidity risk as at 30 June 2022 or 30 June 2021.
(c) Interest rate risk
The Group’s current exposure to the risk of changes in market interest rates relate primarily to cash assets rates.
The Group does not account for fixed rate financial assets and liabilities at fair value through profit or loss.
The following table illustrates sensitivities to the Group’s exposures to changes in interest rates. The table indicates
the impact on how profit / (loss) and equity values reported at reporting date would have been affected by changes
in the relevant risk variable that management considers to be reasonably possible. The Group’s main interest rate
risk arises from cash and cash equivalents with variable interest rates.
- 48 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Financial assets
Cash and cash equivalents
Consolidated Group
2022
$
2021
$
5,589,673
5,589,673
11,007,936
11,007,936
Impact on post tax profit / (loss) and equity
+ 2% in interest rate
- 2% in interest rate
111,793
(111,793)
220,159
(220,159)
(d) Foreign currency risk
The Group is not exposed to significant financial risks from movements in foreign exchange rates. The Group does
not participate in any type of hedging transactions or derivatives. Therefore, no sensitivity analysis is required.
(e)
Price risk
The Group’s exposure to commodity and equity securities price risk is minimal. Equity securities price risk arises
from investments in equity securities.
The price risk for both listed and unlisted securities is immaterial in terms of a possible impact on profit and loss
or total equity and as such a sensitivity analysis has not been completed.
(f) Fair value
For the financial assets and liabilities disclosed in this note, the fair value approximates their carrying value.
The aggregate fair values and carrying amounts of financial assets and financial liabilities are disclosed in the
statement of financial position and in the notes to and forming part of the financial statements.
Consolidated Group
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value
Total financial assets
Financial liabilities
Trade and other payables
Lease liabilities
Interest bearing liabilities
Total financial liabilities
2022
2021
Footnote Net Carrying
Value
$
Fair
Value
$
Net Carrying
Value
$
Fair
Value
$
(i)
(i)
(ii)
(i)
5,589,673
3,414,195
562,900
9,566,768
6,267,320
750,742
80,753
7,098,815
5,589,673
3,414,195
562,900
9,566,768
11,007,936
764,418
234,731
12,007,085
11,007,936
764,418
234,731
12,007,085
6,267,320
750,742
80,753
7,098,815
1,422,742
-
51,194
1,473,936
1,422,742
-
51,194
1,473,936
The fair values disclosed in the above table have been determined based on the following methodologies:
(i) Cash and cash equivalents, trade and other receivables and trade and other payables are short-term
instruments in nature whose carrying value is equivalent to fair value. Trade and other payables exclude
amounts provided for annual leave, which is not considered a financial instrument.
(ii) For financial assets at fair value through profit and loss, closing quoted bid prices at the end of the reporting
period are used. These listed investments are included within level 1 of the hierarchy of financial assets.
(iii) Lease liabilities and Interest bearing liabilities are carried at amortised cost.
- 49 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
25. BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition method. The consideration transferred for the
acquisition of a subsidiary comprises the fair value of assets transferred, the liabilities incurred and the equity
interests issued by the Group. Identifiable assets acquired and liabilities and contingent liabilities assumed in the
business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
The consideration transferred also includes the fair value of any contingent consideration arrangement. Contingent
consideration classified as a financial asset or liability are subsequently remeasured to fair value with changes in
fair value recognised in profit or loss. Acquisition-related costs are expensed as incurred.
a) Mineral Hill Pty Ltd Acquisition
(i) Summary of acquisition
On 17 January 2022, the Group completed the acquisition of Mineral Hill Pty Ltd. Mineral Hill Pty Ltd assets
include operating Mineral Hill Mine, located approximately 60km from Condobolin, NSW.
Details of the purchase consideration and the net assets acquired are as follows:
Purchase consideration
Cash paid (USD $1,000,000)
Issue of 54,912,882 shares at $0.16
Deferred payment of (USD $8,000,000)
Deferred 2% Royalty
$
1,388,118
8,786,061
10,721,429
1,704,078
$22,599,686
The assets and liabilities recognised on a provisional basis as a result of acquisition are as follows:
Net assets acquired
Cash and cash equivalents
Trade and other receivables
Inventories
Property, plant and equipment
Bond deposit
Prepayments
Mine development and exploration
Right of use asset
Trade and other payables
Employee entitlements
Lease liabilities
Rehabilitation provision
Total
(ii) Outflow of cash to acquire subsidiary
Outflow of cash to acquire subsidiary
Consideration paid upon acquisition of subsidiary
Cash and cash equivalents held by subsidiary upon acquisition
Total outflow of cash – investing activities
- 50 -
Fair Value
$
151,908
1,047,831
2,624,844
17,847,924
4,950
381,492
12,316,695
259,950
(3,998,179)
(181,811)
(581,919)
(7,274,000)
22,599,685
$
1,388,118
(151,908)
1,236,210
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
(iii) Revenue and profit contribution
The acquired business contributed revenues of $11,903,749 and a net loss of $1,687,632 to the Group for the period
17 January to 30 June 2022. Given the operation commenced production in August 2021 and was in a ramp up
phase through the months prior to acquisition, reporting Group earnings for the period post 1 July 2021 would not
reflect the anticipated future position and is therefore not considered relevant to report.
26. DISPOSAL OF CONTROLLED ENTITY
On 10 December 2021, Kingston sold its 75% interest in the Livingstone Gold Project to Metal Bank for a total
consideration of up to $10,000,000. The transaction was undertaken through the sale of 100% of the issued capital
of Westernx Pty Ltd. Following the divestment of WesternX, the groups’ total capitalised exploration and
evaluation expenditure was reduced by $3,607,024, reflecting the carrying value of the Livingstone Gold Project.
Divestment of Westernx Pty Ltd
Fair value of consideration
Carrying value of assets disposed
Gain on sale
27.
PARENT COMPANY INFORMATION
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Issued capital
Accumulated losses
Share-based payments reserve
Total equity
Financial performance
Loss for the year
Other comprehensive income / (loss)
Total comprehensive loss
$5,000,000
($3,607,024)
$1,392,976
Parent Entity
2022
$
2021
$
4,109,147
71,968,847
76,077,994
10,642,969
30,350,366
40,993,335
2,503,444
12,758,530
15,261,974
751,733
0
751,733
121,051,877
(60,845,809)
609,952
60,816,020
98,584,828
(59,033,646)
690,419
40,241,601
(1,875,059)
-
(1,875,059)
(1,906,048)
-
(1,906,048)
Contractual commitments
Refer to note 18 for contractual and exploration commitments for the parent entity during the
financial year.
- 51 -
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2022
KINGSTON RESOURCES LIMITED
& its Controlled Entities
28.
SUBSEQUENT EVENTS
On 4 July 2022, the Company increased its existing cash backed Rehabilitation Security Bond by $2,000,000, to
a total of $5,477,000.
On 7 July 2022, the Company secured a $10,000,000 debt facility with PURE Asset Management to fund the
Company’s key growth initiatives at Mineral Hill. The funding will be provided in two tranches, including
$5,000,000 received immediately followed by a second $5,000,000 tranche to be drawn by 30 November 2022.
On 5 August 2022 627,186 STI performance rights vested, and 2,704,143 STI performance rights lapsed.
Other than the above, there has been no other matter or circumstance which has arisen since 30 June 2022 that has
significantly affected or may significantly affect:
a)
b)
c)
Kingston Resources Limited’s operations in future financial years; or
the results of those operations in future financial years; or
Kingston Resources Limited’s state of affairs in future financial years
- 52 -
2022 ANNUAL REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Directors’ Declaration
The Directors of the Company declare that:
1.
In the opinion of the Directors of the Company:
(a) the financial statements and notes set out on page 22 to 52, and the Remuneration disclosures that are
contained in page 12 to 18 of the Remuneration Report in the Directors’ Report, are in accordance with
the Corporations Act 2001, including:
(i)
giving true and fair view of the Group’s financial position as at 30 June 2022 and of its
performance, for the financial year ended on that date;
(ii) complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001; and
(iii) complying with International Financial Reporting Standards as disclosed in Note 1.
(b)
(c)
the remuneration disclosures that are contained in page 12 to 18 of the Remuneration Report in the
Directors’ Report comply with Australian Accounting Standard AASB 124 Related Party Disclosures.
the directors have been given the declaration required by s295A of the Corporations Act 2001 by the
persons undertaking the roles of Managing Director and Chief Financial Officer.
2. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
Signed in accordance with a resolution of the Board of Directors.
MICK WILKES
Non-Executive Chairman
Sydney, New South Wales
19 September 2022
- 53 -
CORPORATE GOVERNANCE STATEMENT
2022 ANNUAL REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
CORPORATE GOVERNANCE STATEMENT
The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such Kingston
Resources Limited has adopted the fourth edition of the Corporate Governance Principles and Recommendations which
was released by the ASX Corporate Governance Council and became effective for financial years beginning on or after
1 January 2020.
The Company’s Corporate Governance Statement for the financial year ending 30 June 2022 was approved by the Board
on 19 September 2022. The Corporate Governance Statement can be located on the Company’s website
www.kingstonresources.com.au
60
ADDITIONAL INFORMATION
2022 ANNUAL REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Additional Information required by the Australia Stock Exchange Limited Listing Rules and not disclosed elsewhere in
this report.
This additional information was applicable as at 31 August 2022.
SHAREHOLDER INFORMATION
Distribution of Ordinary Shares at 31 August 2022
Distribution
No. of Shareholders (ASX code – KSN)
above 0 up to and including 1,000
above 1,000 up to and including 5,000
above 5,000 up to and including 10,000
above 10,000 up to and including 100,000
above 100,000
Total
278
582
466
1,165
314
2,805
There are 934 holders of less than a marketable parcel of the Company’s fully paid ordinary shares.
Statement of Top 20 Shareholders of the Quoted Equity Securities at 31 August 2022
Contributed Equity (ASX code – KSN)
Name
1
CITICORP NOMINEES PTY LIMITED
2 WINCHESTER INVESTMENTS GROUP PTY LIMITED
3
4
5
6
7
8
9
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT
FARJOY PTY LTD
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
HSBC CUSTODY NOMINEES (AUSTRALIA LIMITED)
BNP PARIBAS NOMS PTY LTD
2INVEST AG
10
BNP PARIBAS NOMINEES PTY LTD
11 WGS PTY LTD
12
13
14
15
16
17
BERNE NO 132 NOMINEES PTY LTD <656165 A/C>
SLIPSTREAM RESOURCES INTERNATIONAL PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
PASAGEAN PTY LIMITED
ROVEST HOLDINGS PTY LTD
LIGHTNING JACK PTY LTD
18 MS GABRIELA BALLANOVA DREW
19
20
TLG TRADING PTY LTD
ELIGIUS HOLDINGS PTY LTD
Holding
62,565,790
34,000,000
26,955,938
20,686,219
20,187,141
19,480,670
14,144,309
12,036,260
7,800,000
7,783,293
6,296,888
4,277,660
3,923,472
3,825,447
3,250,000
3,000,000
2,771,225
2,750,280
2,650,000
2,527,452
%
15.13%
8.22%
6.52%
5.00%
4.88%
4.71%
3.42%
2.91%
1.89%
1.88%
1.52%
1.03%
0.95%
0.93%
0.79%
0.73%
0.67%
0.67%
0.64%
0.61%
Total
Total on Issue
260,912,044
63.11%
413,396,625
100.00%
- 61 -
ADDITIONAL INFORMATION
2022 ANNUAL REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
Substantial Shareholders at 31 August 2022
The names of the substantial shareholders who have notified the Company in accordance with section 671B of the
Corporations Act 2001 are:
Delphi Unternehmensberatung Aktiegesellshaft – 55,687,157 fully paid ordinary shares
Winchester Investments Group Pty Limited – 34,000,000 fully paid ordinary shares
Quintana Resources Holdings LP – 54,914,882 fully paid ordinary shares
Number of Holders of Each Class of Securities at 31 August 2022
As at 31 August 2022, the Company had 413,396,625 fully paid ordinary shares held by 2,805 individual shareholders
and:
-
-
-
-
-
-
6,818,841 unlisted options (KSNLTUO7) held by three individual option holders;
2,707,994 unlisted options (KSNLTUO8) held by four individual option holders;
2,685,769 unlisted options (KSNLTUO10) held by seven individual option holders;
900,000 unlisted options (KSNOP9), held by three individual option holders;
600,000 unlisted options (KSNOP8), held by one individual option holder;
326,233 unlisted options(KSNLTUO11) held by three individual option holders.
Voting Rights
The Company’s share capital is of one class with the following voting rights:
Ordinary shares
a)
b)
c)
each shareholder entitled to vote, may vote in person or by proxy, attorney or representative;
on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a
shareholder has one vote; and
on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder
shall, in respect of each fully paid share held, or in respect of which he / she is appointed a proxy, attorney
or representative, have one vote for the share, but in respect of partly paid shares shall have a fraction of a
vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.
2. STATEMENT OF RESTRICTED SECURITIES
The Company has no restricted securities at 31 August 2022.
3. UNQUOTED SECURITIES
Options/Rights
over Ordinary
Shares (No.)
Expiry Date Exercise Price
Employee Options
6,818,841
31/07/2023
$0.01 (Vesting conditions apply)
Employee Options
2,707,994
31/07/2023
$0.01 (Vesting conditions apply)
Employee Options
900,000
30/06/2023
$0.50
Unlisted Options
600,000
31/01/2023
$0.25
Employee Options
2,685,769
31/08/2024
$0.00 (Vesting conditions apply)
Employee Options
326,233
14/12/2024
$0.00
Total Unlisted Securities on Issue
14,038,837
- 62 -
ADDITIONAL INFORMATION
2022 ANNUAL REPORT
KINGSTON RESOURCES LIMITED
& its Controlled Entities
4.
ON MARKET BUY BACK
The Company does not currently have an on market buy back in operation.
5.
TENEMENT SCHEDULE
Tenement
Project Name & Location
Status
Ownership
EL1747
ML5240
EL1999
ML5267
ML5278
Misima, PNG
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
EL8334
Mineral Hill, NSW
ML332
ML333
ML334
ML335
ML336
ML337
ML338
ML339
ML340
ML1695
ML1712
ML1778
ML5499
ML5621
ML5632
ML6329
ML6365
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Mineral Hill, NSW
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
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