KULA GOLD LIMITED
ABN 83 126 741 259
2019 ANNUAL REPORT
Kula Gold Limited ABN 83 126 741 259
2019 Annual Report
Corporate Directory
Directors:
Mark Stowell
Mark Bojanjac
Michael Soucik
Simon Adams
Chairman
Non-executive Director
Non-executive Director
Non-executive Director
Company secretary: Simon Adams
Registered office:
20 Howard Street
Perth
W. Australia 6000
Telephone: +61 (0)8 6144 0592
Email:
info@kulagold.com.au
Website:
www.kulagold.com.au
Auditor:
Elderton Audit Pty Ltd
Level 2
267 St George’s Terrace
Perth
W. Australia 6000
Share registry:
Link Market Services
Level 12, QV1 Building
250 St George’s Terrace
Perth
W. Australia 6000
Telephone: 1300 554 474 or + 61 2 8280 7111
Stock exchange listing:
Australian Securities Exchange
Level 40, Central Park
152 St George’s Terrace
Perth
W. Australia 6000
ASX code: KGD
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Kula Gold Limited
Directors’ report
31 December 2019
Directors’ Report
The Directors present their report, together with the financial statements of Kula Gold Limited (also referred to
hereafter as the ‘Company’ or ‘Kula’) for the year ended 31 December 2019.
1. Review of operations
The company completed the sale of its woodlark Island Gold Project interests in July 2019, and continued its gold
project generation activities..The initial concept which was taken to tenement acquisition was greenfield type gold
opportunities in Western Australia using analogue examples of gold in granites as the exploration model. The
decision was based on the increasing number of significant granite hosted gold deposits being discovered and or
delineated in the Yilgarn Block of Western Australia.
Golden Cities Gold Camp (Havana-Suva and Federal Deposits) - +1.5Mozs Au hosted in granite.
Northern Star Resources (NST) – Ramone deposit hosted in granodiorite.
Apollo Consolidated’s (AOP) Lake Rebecca Gold Project 27.1Mt”1.2g/t Au for 1.035Mozs (ASX Release 10th
Feb 2020)
Red 5 (RED)– King of the Hills (Tarmoola) hosted in granodiorite which contains Indicated and Inferred
resources of 66Mt@1.5g/t Au for 3.1Mozs. (ASX Release 19th Feb 2020)
Saracen Mineral (SAR) Bundarra Project 9.67Mt@2.1g/t Au for 660,000ozs hosted in granodiorite. (ASX release
18th Feb 2020)
Anglo Australian Resources (AAR) Mandilla Project where recent drilling has highlighted gold mineralization in
syenite granite. (ASX release 12th Feb 2020)
The Company’s geological studies led to the application for two ELA’s one at Kurnalpi (Lake Rebecca Gold Project )
and one at Southern Cross (Marvel Loch-Airfield Gold Project).
1. Marvel Loch, Airfield Gold project
Kula Gold Ltd (“Kula” or the “Company”) applied for ELA77/2621 over the south-central part of the Ghooli Dome near
Marvel Loch in Western Australia, which is known as the Airfield Gold Project. Prior exploration at the Airfield Project
was completed by Sons of Gwalia Ltd (“SOG”) in the late 1980’s. The exploration reports at the time showed auger
gold in soil anomalies in the Ghooli Dome which had not been followed up.
The Airfield Gold Project in Marvel Loch (under application) covers an area of 120km2 and is located 5km east of the
town of Marvel Loch, a major gold mining centre in Western Australia. This locality has a number of current and
historical mining operations nearby which provides valuable infrastructure and services for potential future
development. This region has seen over 15Moz of historical gold production (typically at grades above 4g/t) and
the Marvel Loch mine and mill continue production under the ownership of Minjar Gold.
The Southern Cross Greenstone Belt is a strongly deformed, metamorphosed synformal remnant of a once larger
greenstone assemblage. It has been shaped and attenuated by the emplacement of syn-tectonic granitoids (Gee,
1995). These granitoid domes include the Ghooli, Parker and Rankin Domes (Gee, 1982; Keats, 1991). On a
regional scale, sheared lithological contacts are the primary control on the distribution of gold mineralisation. Most
of the belt’s production has been derived from shear-hosted deposits (Marvel Loch, Yilgarn Star and Frasers) and to
a lesser extent fold hinge deposits, usually in Banded Iron Formation (Copperhead, Golden Pig and Bounty).
In November 2019, a reconnaissance site visit was undertaken to verify the locations of the SOG geochemistry work
in the field and to check the access to and within the licence area. Existing tracks provide access within the license
area and road infrastructure around the Marvel Loch area is good due to the existence of current mining operations
adjacent to the lease.
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Kula Gold Limited
Directors’ report
31 December 2019
Airfield Project showing the area of SOG anomalous auger sampling is shown in red and Gold Deposits of the Southern Cross
Belt (yellow diamond shapes)
Key:
Metasediments Undiff
Metabasalt Undiff
Ultramafics
Granite Gneiss
Metamonzogranite
Along with the site visit in November 2019, detailed analysis of the historic open file exploration data and acquisition
of more recent open file aero-magnetics has added to the knowledge base and understanding of the potential for this
location. The data has been re-processed by the company’s consulting geophysicist who has identified a number
of structures with a series of extensional jogs which are co-incident with the historical auger gold in soil anomalies.
The targets have strike lengths of over 2km, and some are open to the north and south.
One of the SOG geochemistry samples returned a value of 311ppb and the location of this sample was physically
located in the field (see photo below) during the visit. The regolith in the vicinity of the sample contains a mixture of
yellow sand and Tertiary in situ laterite.
The Company is currently moving the project as expeditiously as possible to granting status, expected in Q3-20.
The next phase of the work program will include auger geochemistry sampling to verify and potentially extend the
SOG anomalies and is ready to proceed once the Licence is granted. The planned program incorporates an initial
380 hole auger drill program followed by ~3,000m drill program. The area is overlain by recent colluvial yellow sand
deposits and some residual laterite.
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Kula Gold Limited
Directors’ report
31 December 2019
Airfield Project showing the GSWA Regolith map
Colluviu
Sandplain
2. Lake Rebecca Gold Project
The Kurnalpi-Lake Rebecca Gold Project ELA28/2942 covers 150km2 and is located 10km south of Apollo
Consolidated’s Lake Rebecca Gold Project 150km NE of Kalgoorlie, Western Australia.
Key:
Siliciclastic Sediments
Volcanoclastics
Volcanogenic Sediments
Metabasalt Undiff
Ultramafics
Granite Gneiss
Historical CKGM RAB
Location of Kula EL in relation to Apollo Consolidated and the historical RAB drilling by CKGMin blue
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Kula Gold Limited
Directors’ report
31 December 2019
The Company has acquired open file aero-magnetics and its consulting geophysicist has undertaken reprocessing
of that data which has identified a number of target structures for initial auger drill testing. Little to no historic
drilling/sampling work has been undertaken over the area with some previous RAB drilling by Central Kalgoorlie Gold
Mines inside the ELA showing anomalous silver.
The exploration lease application is being expedited to granting. Following granting, Kula will be in a position to
commence further exploration work which is expected to include an initial 300 auger drill hole program. The area is
overlain by recent colluvial and sand deposits as shown in the GSWA regolith map below which is suitable for auger
testing. Similar to the Marvel Loch, Airfields project, this exploration opportunity seeks to identify potential structurally
controlled gold mineralization hosted in Gneiss similar to Apollo Consolidated’s Lake Rebecca Project to the North.
Key:
Lake Rebecca
Colluvium
Sandplain
Residual Duricrust
GSWA regolith map of the area around E28/2942
Forward Looking Statements:
Any forward-looking information contained in this report is made as of the date of this news release. Except as
required under applicable securities legislation, Kula Gold Ltd does not intend, and does not assume any obligation,
to update this forward-looking information. Any forward-looking information contained in this report is based on
numerous assumptions and is subject to all of the risks and uncertainties inherent in the Company’s business,
including risks inherent in resource exploration and development. As a result, actual results may vary materially from
those described in the forward-looking information. Readers are cautioned not to place undue reliance on forward-
looking information due to the inherent uncertainty thereof.
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Kula Gold Limited
Directors’ report
31 December 2019
2. Corporate
Going into 2019, Kula was in a joint venture arrangement with Geopacific Resources Ltd (“Geopacific”) to explore
and develop the Woodlark Gold Project (the “Project”) located on Woodlark Island, Papua New Guinea. A definitive
feasibility study was completed on the project in November 2018. Under the farmin arrangements that were in place
at the time, Geopacific was funding all costs associated with the project.
An agreement was signed on 6 March 2019 (“Agreement”) for Kula to sell all of the outstanding shares in Woodlark
Mining Limited (the entity in which the Project was owned) not currently owned by Geopacific (“Sale Shares”).
The purchase price payable under the Agreement comprised of:
1.
the cancellation by way of selective buy back under section 257A of the Corporations Act 2001 (Cth) of all of the
shares in Kula held by Geopacific (“Kula Shares”);
2. subject to the cancellation of the Kula Shares, the immediate issue to Kula of 150,000,000 fully paid ordinary
shares in Geopacific at a deemed issue price of 1.7c each (“Geopacific Shares”) proposed to be distributed to
Kula shareholders (other than Geopacific) following regulatory approvals and procedures, in-specie or similar;
the payment by Geopacific to Kula of an amount (equal to the amount, as at completion, of the inter-company
debt between Geopacific, as lender and Kula, as borrower (“Kula Debt Amount”)) (“Cash Consideration”) to be
applied at completion against the Kula Debt Amount ($0.725m) in accordance with the Agreement.;
3.
4. payment by Geopacific to Kula of $20,000; and
5. assignment by Kula to Geopacific of the inter-company loan owed by WML (being $7.2 million as at the date of
the Agreement).
On 25 June 2019 the transaction for the sale of Kula’s remaining share of Woodlark Mining Limited (“WML”)
Geopacific was approved by both companies’ shareholders and completed in July 2019.
Kula entered into a loan arrangement with Merchant Holdings Pty Ltd to provide working capital to continue the
operation of the Company to identify new business opportunities.
Despite numerous submissions to ASX, over many months, and considerable expenditure on tenements, On
2 January 2020, ASX issued a notice of suspension from official quotation for Kula in accordance with LR 17.3
pending re-application on grant of the exploration license and exploration work has commenced. The Company
proposes to re-apply for quotation once one or more tenements are granted. The result of this is totally at ASX
discretion.
3. Directors
The names, qualifications and experience of the Directors in office during or since the end of the financial year are
as follows (Directors were in office for the entire period unless otherwise stated):
Mark Stowell
Qualifications/Age
Experience
Other directorships
Chairman, Director of Kula Gold since September 2010
BBus, ICAA, Age 56
Mr Stowell is a chartered accountant with over 20 years of corporate finance and resource
business management experience. He served as manager in the corporate division of
Arthur Andersen and was subsequently involved in the establishment and management
of a number of successful ventures as principal, including resource companies operating
in Australia and internationally.
Mr Stowell was a founder of Anvil Mining Ltd (DRC) and on its Board for seven years until
2000. He was also a founder and non-executive director of Incremental Petroleum Limited,
an oil and gas producer with operations in Turkey and the USA until its takeover in 2009.
He was Chairman and founder of Mawson West Ltd, a copper producer and explorer
which completed an IPO on the Toronto Stock Exchange in one of the largest base metal
IPO's of 2011.
Current:
Southern Hemisphere Mining Ltd (Chairman)
Previous 3 years (no longer current):
Eon NRG Ltd
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Kula Gold Limited
Directors’ report
31 December 2019
Mark Bojanjac
Qualifications/Age
Experience
Other directorships
Simon Adams
Qualifications/Age
Experience
Other directorships
Michael Soucik
Qualifications/Age
Experience
Other directorships
Non-executive Director since August 2017
BCom, ICAA, Age 57
Mr Bojanjac is a Chartered Accountant with over 25 years’ experience in developing
resource companies. Mr Bojanjac was a founding director of Gilt-Edged Mining Limited
which discovered one of Australia’s highest-grade gold mines and was managing director
of a public company which successfully developed and financed a 2.4m oz gold resource
in Mongolia. He also cofounded a 3 million oz gold project in China.
Mr Bojanjac was most recently Chief Executive Officer of Adamus Resources Limited and
oversaw its advancement from an early stage exploration project through its definitive
feasibility studies and managed the debt and equity financing of its successful Ghanaian
gold mine.
Current:
Polar X Ltd Ltd (Executive Chairman)
Previous 3 years (no longer current):
Geopacific Resources Ltd (Non-executive Director)
Non-executive Director since 4 October 2019
Company Secretary since 4 October 2019
BCom, ACIS, Age 55
Mr Adams has a wide range of experience in the area of corporate and financial
management, corporate compliance and business development. Mr Adams has worked
in a range of industries across the resource and industrial sectors including oil and gas
production, pearl production and distribution, power generation systems, hard-rock
exploration and production and finance.
Current:
Eon NRG Ltd (Executive Director)
Previous 3 years (no longer current):
Nil
Non-executive Director since 10 March 2020
BCom, ACIS, Age 46
Mr Soucik has 25 years of experience in investment banking and corporate finance,
covering mergers and acquisitions, public offerings, secondary debt and equity raisings
and asset acquisitions and disposals. He has worked in the M&A division of Corporate
Finance at Deutsche Bank in Sydney as well as ten years as Director, Corporate Finance
with a national broker. Mr Soucik has experience across a range of industries including
the resources sector.
Current:
White Cliff Minerals Ltd (Chairman)
Previous 3 years (no longer current):
Nil
Garry Perotti
Executive Director (Appointed 21 March 2017, resigned 4 October 2019)
Refer 2018 annual report for details of experience and other directorships
Ian Clyne
Ron Heeks
Chairman (appointed 31 May 2019; resigned 2 July 2019)
Refer 2018 annual report for details of experience and other directorships
Director (Appointed 10 September 2018, resigned 2 July 2019)
Refer 2018 annual report for details of experience and other directorships
Matthew Smith
Director (Appointed 29 August 2017, resigned 2 July 2019)
Refer 2018 annual report for details of experience and other directorships
Glenn Zamudio
Director (appointed 31 May 2019; resigned 2 July 2019)
Refer 2018 annual report for details of experience and other directorships
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Kula Gold Limited
Directors’ report
31 December 2019
4. Principal activities
The principal continuing activity of the Company up until 2 July 2019 was to hold a non-controlling interest in an
entity that was engaged in the development of the Woodlark Island Gold Project (the “Project”) located on
Woodlark Island in PNG. Following the sale of the Project to Geopacific Resources Ltd (ASX: GPR), the
Company’s principal activity has been the identification and exploration of prospective metals, in particular gold,
in Western Australia.
5. Dividends
No dividends have been paid or declared during the year (2018: nil). On 10 July 2019, an in-specie distribution
of shares of GPR (that were consideration for the acquisition of the Project) was made in accordance with a
resolution passed by shareholders at a meeting on 25 June 2019.
6. Result of operations
The net profit from operations of the Company was $49,727 (2018: loss of $422,008).
7. Dividends
No dividend was paid or declared by the Company in the year and up to the date of this report.
8. Significant matters relating to the ongoing viability of operations
At 31 December 2019, the Company had a cash and cash equivalents balance of $21,371. The Company
reported a net profit of $49,727 for the current financial year of which $600,000 relates to an upwards revaluation
of securities. The Company reported net outflows of $426,348 in cash from operating activities for the current
financial year.
9. Significant events occurring after the reporting date
There are no significant events to report subsequent to the reporting date but prior to the date of this report that
would have a material impact on the financial statements, other than Covid-19 matters which may delay some of
the company’s financing and exploration activities.
10. Likely developments and expected results of operations
Likely development for the Company as it carries out its business plan are as follows:
expedite the approval of exploration licenses on its West Australian tenements that were applied for in 2019;
continuing with preparation of an exploration program for its West Australian Kurnalpi and Marvel Loch
projects;
continuing to meet its commitments relating to exploration tenements and carrying out further exploration,
permitting and development activities; and
prudently managing cash to be able to take advantage of any future opportunities that may arise to add value
to the business.
11. Environmental regulation
The Company is subject to the state and federal environmental regulation of Western Australia and Australia
respectively. Kula needs to ensure the appropriate standard of environmental care is achieved, and in doing so,
that it is aware of and is in compliance with all environmental legislation. The directors of the Company are not
aware of any breach of environmental legislation for the period under review.
12. Shares under option
There are no unissued ordinary shares of Kula under options at the date of this report.
13. Indemnification and insurance of officers
The Company has made agreements indemnifying all the Directors and Officers of the Company against all
losses or liabilities incurred by each Director or Officer in their capacity as Directors or Officers of the Company
to the extent permitted by the Corporations Act 2001. The indemnification specifically excludes wilful acts of
negligence. The Company paid insurance premiums in respect of Directors’ and Officers’ Liability Insurance
contracts for current Officers of the Company, including Officers of the Company’s controlled entities during the
year. The liabilities insured are damages and 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 Company. The total
amount of insurance premiums paid has not been disclosed due to confidentiality reasons.
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Kula Gold Limited
Directors’ report
31 December 2019
14. Indemnification of auditors
To the extent permitted by law, the Company has agreed to indemnify the auditors, Elderton Audit, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify Elderton Audit during or since the financial year.
15. Employees
The Company has no employees at 31 December 2019 (2018: 1).
16. Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose
of taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001.
During the current and previous year, no fees were paid or payable for non-audit services provided by the auditor
of the Company, its related practices and non-related audit firms:
17. Functional and presentation currency
The amounts included in the directors’ report and financial statements are presented in Australian dollars, which
is the Company’s functional and presentation currency.
18. Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001
is set out on page 36 and forms part of this report.
19. Meetings of directors
The numbers of meetings of the Company's Board of directors and of each Board committee held during the year
ended 31 December 2019, and the numbers of meetings attended by each director were:
Board meetings
Name
M Stowell
M Bojanjac
S Adams (i)
G Perotti (ii)
I Clyne (iii)
R Heeks (iv)
M Smith (iv)
G Zamudio (iii)
1 Mr Simon Adams was appointed a director of the Company on 4 October 2019
2 Mr Garry Perotti ceased to be a director on 4 October 2019
3 Mr Ian Clyne and Mr Glenn Zamudio were appointed as directors on 31 May 2019 and ceased to be
Audit committee meetings
Number
attended
2
2
-
-
-
-
-
-
Number eligible
to attend
2
2
-
-
-
-
-
-
Number eligible
to attend
5
5
1
4
1
3
3
1
Number
attended
5
4
1
3
-
1
2
-
directors on 2 July 2019
4 Mr Ron Heeks and Mr Matthew Smith ceased to be a directors on 2 July 2019
20. Corporate governance
The Board of Directors is responsible for the overall strategy, governance and performance of the Company.
The Board has adopted a corporate governance framework which it considers to be suitable given the size, nature
of operations and strategy of the Company. To the extent that they are applicable, and given its circumstances,
the Company adopts the eight essential Corporate Governance Principles and Best Practice Recommendations
('Recommendations') published by the Corporate Governance Council of the ASX. The Company’s Corporate
Governance Statement and Appendix 4G, both of which have been lodged with ASX, are available on the
Company’s website: www.kulagold.com.au.
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Kula Gold Limited
Directors’ report
31 December 2019
Remuneration report (audited)
This report outlines the remuneration arrangements in place for Directors and other key management personnel of
the Company in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the
purpose of this report, Key Management Personnel (“KMP”) are defined as those persons having authority and
responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including
any director (whether executive or otherwise) of the Parent entity.
Details of Directors and Key Management Personnel
The directors and other KMP of the Company during or since the end of the financial year were:
Directors
Mr. Mark Stowell (Chairman)
Mr. Mark Bojanjac (non-executive director)
Mr Simon Adams (non-executive)
Mr Ian Clyne resigned 2 July 2019
Mr Ron Heeks resigned 2 July 2019
Mr Matthew Smith resigned 2 July 2019
Mr Glenn Zamudio resigned 2 July 2019
Mr Garry Perotti resigned 4 October 2019
Executive Officers (KMP)
Mr. Garry Perotti (executive director, Company Secretary and Chief Financial Officer) (resigned 4 October 2019)
Remuneration Policy
In the absence of a remuneration committee, the Board is responsible for determining and reviewing compensation
arrangements for the Directors and executives. The key principles which apply in determining remuneration
structure and levels are:
establish appropriate performance hurdles for variable executive remuneration.
set competitive fixed remuneration packages to attract and retain high calibre directors and executives;
structure variable remuneration rewards to reflect the stage of development of the Company’s operations; and
The Board undertakes an annual review of remuneration arrangements and may seek Independent external advice
if required but did not employ a remuneration consultant during the year ended 31 December 2019.
The structure of Non-Executive Director and Executive remuneration is separate and distinct.
Non-Executive Director Remuneration
The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and
retain Directors of high calibre, whilst incurring costs that are acceptable to shareholders.
In accordance with the Company’s Constitution and the ASX Listing Rule, the maximum aggregate remuneration that
may be paid to Non-Executive Directors is currently set at $300,000 per annum. The amount of aggregate
remuneration and the manner in which it is apportioned is reviewed annually. The Board considers the fees paid to
non-executive directors of comparable companies and external advice (if required), when undertaking the annual
review process.
Executive Director and Senior Manager Remuneration
Remuneration consists of fixed and variable components (currently comprising a long-term incentive scheme).
Fixed remuneration of executive directors/managers currently consists of cash remuneration. Fixed remuneration
levels are reviewed annually by the Board, taking into consideration past performance, time commitments, relevant
market comparatives and the Company’s stage of development. The Board has access to external advice if
required.
The Board determines the appropriate form and levels of variable remuneration as and when they consider rewards
are warranted. Variable remuneration currently consists of share option grants (long term incentives), which are
currently considered to be the most effective and appropriate form of long-term incentives given the Company’s
financial resources and stage of development. The objective of the option grants is to link the variable remuneration
to the achievement of key operational targets and shareholder value creation.
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Kula Gold Limited
Directors’ report
31 December 2019
The following table shows the Company’s performance over the reporting period and the previous four financial
years against overall remuneration for these years:
Year-end share price
Profit/(Loss) per share
Total KMP Remuneration
2019
$0.037
$0.00
$372,695
2018
$0.020
($0.001)
$322,772
2017
$0.023
($0.004)
$321,215
2016
$0.020
($0.002)
$408,157
2015
$0.010
($0.096)
$577,908
Details of the remuneration of the directors and key management personnel of the Company are set out in the
following tables:
Key management personnel –
2019
Directors
M Stowell
M Bojanjac (i)
S Adams (ii)
G Perotti (iii)
Total paid by the
Company
I Clyne (iv) (viii)
R Heeks (v) (viii)
M Smith (vi) (viii)
G Zamudio (iv) (viii)
Total paid by
Geopacific
Total remuneration
2018
Directors
M Stowell
M Bojanjac
G Perotti
Total paid by the
Company
R Heeks (v) (viii)
M Smith (vi) (viii)
P Leggat (vii) (viii)
Total paid by
Geopacific
Total remuneration
Base
Salary
$
Director
Fee (ix)
$
Consult-
ing
$
Annual
Leave
$
-
-
-
82,750
82,750
-
-
9,000
-
53,500
94,000
-
-
9,000
147,500
-
-
-
-
-
2,500
-
15,000
2,500
20,000
-
-
-
-
-
-
-
-
2,635
2,635
-
-
-
-
-
Post-
employment
benefits
$
1,900
1,900
-
7,268
Termin-
ation
$
-
-
-
65,292
TOTAL
$
55,400
95,900
9,000
157,945
11,068
65,292
318,245
238
-
1,425
238
1,900
-
-
-
-
-
2,738
-
16,425
2,738
21,900
82,750
29,000
147,500
2,635
12,968
65,292
340,145
Base
Salary
$
Director
Fee
$
Consult-
ing
$
Annual
Leave
$
-
-
153,000
153,000
-
-
-
-
40,000
40,000
-
-
-
12,887
80,000
12,887
-
-
-
-
-
30,000
20,000
50,000
-
-
-
-
-
-
-
Post-
employment
benefits
$
Termin-
ation
$
3,800
3,800
14,535
22,135
-
2,850
1,900
4,750
153,000
50,000
80,000
12,887
26,885
TOTAL
$
43,800
43,800
180,422
268,022
-
32,850
21,900
54,750
322,772
-
-
-
-
-
-
-
-
(i) M Bojanjac was paid an amount of $65,000 in shares (2,500,000) in lieu of consulting fees in connection with
the transaction of the sale of WML to Geopacific Resources Ltd (as approved by shareholders 25 June 2019)
(ii) Mr Simon Adams was appointed on 4 October 2019
(iii) Mr Garry Perotti resigned on 4 October 2019
(iv) Mr Ian Clyne and Mr Glenn Zamudio were appointed on 31 May 2019 and resigned on 2 July 2019.
(v) Mr Ron Heeks was appointed on 8 September 2018 and resigned on .2 July 2019
(vi) Mr Matthew Smith resigned on 2 July 2019
(vii) Ms Phillipa Leggat resigned on 8 September 2018
(viii) The Geopacific appointed directors receive remuneration, in line with the Company remuneration to directors,
directly from Geopacific for their role and duties performed as Company directors
(ix) Directors fees from July to December 2019 (M Stowell - $12,000, M Bojanjac - $9,000, S Adams - $9,000) have
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Kula Gold Limited
Directors’ report
31 December 2019
been accrued and agreed that they will not be paid in cash at this time, and as at the date of this report.
Share-based compensation
Following shareholder approval at a meeting held on 25 June 2019, M Bojanjac was issued with 2,500,000 shares in
lieu of payment of consulting fees ($65,000) in connection with the management of the disposal of Kula’s interest in
the Woodlark Gold Project to Geopacific Resources Ltd. No share options were issued as part of the remuneration
of any KMP.
Bonus
There were no bonuses paid or entitled to be paid in 2019 (2018: Nil).
Share holdings
The number of shares in the Company held during the financial year by Directors and Key Management Personnel
of the Company, including their personally related parties, is set out below.
2019
Granted as
compensation
Balance at the end
of the year
M Stowell
M Bojanjac
S Adams (i)
G Perotti
I Clyne
R Heeks
M Smith
G Zamudio
i. S Adams opening balance represents amount held at date of appointment as a director
-
2,500,000
-
-
-
-
-
-
7,629,193
2,500,000
49,999
-
-
-
-
Other changes
during the year
-
-
-
-
-
-
-
-
Balance at the
start of the year
7,629,193
-
49,999
-
-
-
-
-
2018
M Stowell
G Perotti
M Bojanjac
R Heeks
M Smith
G Zamudio
P Leggat
Balance at the
start of the year
7,429,193
-
-
-
-
-
-
Granted as
compensation
-
-
-
-
-
-
-
Other changes
during the year
200,000
-
-
-
-
-
-
Balance at the end
of the year
7,629,193
-
-
-
-
-
-
Loans and other transactions with key management personnel
As at the date of this report, Mr Mark Stowell (through a company that he controls) has provided a loan to the
Company on the following terms:
Facility limit - $150,000
Loan amount drawn down as at 31 December 2019 - $114,400
Term – 12 months
Security - unsecured
Interest Rate – 12% per annum
Other transactions with key management personnel are disclosed in note 20, and as follows:
END OF REMUNERATION REPORT
This report is made in accordance with a resolution of directors.
Mark Stowell
Chairman
Perth, 31 March 2020
13
Kula Gold Limited
Statement of profit and loss and other comprehensive income
For the year ended 31 December
Notes
2019
$
2018
$
6
7
8
4
Other income
Expenses
Administration expenses
Exploration expenses
Finance Costs
Los of disposal of asset
Profit/(Loss) from continuing operations
Income tax expense
Profit/(Loss) for the year from continuing operations after tax
Discontinued operation
Loss from discontinued operations after tax
Total profit/(loss) for the year after tax
Other comprehensive expense
Movement in fair value of financial assets
Total other comprehensive income/(loss) for the year
Total comprehensive income/(loss) for the year
Profit/(Loss) for the year attributable to:
Equity holders of the parent
Total comprehensive profit/(loss) for the year
Attributable to:
Equity holders of the parent
Non-controlling interest
601,420
4
(452,165)
(88,082)
(3,997)
(7,449)
49,727
(415,671)
-
-
-
(415,667)
-
49,727
-
(415,667)
-
49,727
(6,341)
(422,008)
-
-
-
(6,620,071)
(6,620,071)
(7,042,079)
49,727
49,727
(415,667)
(415,667)
49,727
-
49,727
(7,035,738)
(6,341)
(7,042,079)
Cents
Cents
Loss per share attributable to the ordinary equity holders of
the Company:
Basic and diluted profit/(loss) per share in cents
From continuing operations
9
0.02
(0.11)
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
14
Kula Gold Limited
Statement of financial position
As at 31 December
Notes
2019
$
2018
$
ASSETS
Current assets
Cash and cash equivalents
Receivables and other assets
Marketable securities
Total current assets
Non-current assets
Property, plant and equipment
Financial assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Provisions
Total current liabilities
Non-current liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Accumulated losses
Equity attributable to equity holders of parent
Non-controlling interest
Total equity
10
11
12
13
14
15
16
17
17
18
19(a)
19(b)
21,371
8,516
1,559
31,446
8,014
10,976
-
18,990
-
-
-
1,783
3,300,000
3,301,783
31,446
3,320,773
75,500
114,400
-
189,900
2,403
416,000
29,861
448,264
-
-
-
-
189,900
448,264
(158,454)
2,872,509
148,431,253
463,758
151,576,943
(5,386,960)
(149,053,465) (143,317,474)
2,872,509
-
2,872,509
(158,454)
-
(158,454)
The above statement of financial position should be read in conjunction with the accompanying notes.
15
Kula Gold Limited
Statement of changes in equity
For the year ended 31 December
Notes
Contributed
equity
Share-based
payments
reserve
Fair Value
financial asset
reserve
Consolidation
reserve
Total
reserves
Accumulated
losses
Total equity
Balance at 1 January 2019
151,576,943
1,159,501
(6,945,219)
398,758
(5,386,960)
(143,317,474)
2,872,509
Profit/(Loss) for the year
Other Comprehensive Income
Total comprehensive
income/(loss) for the year
In-specie distribution of
consideration shares (Geopacific
Resources Ltd)
Contribution of equity, net of
transaction costs
Reclassification of reserves to
retained earnings
-
-
-
(3,145,690)
-
-
-
-
65,000
-
-
-
-
-
(1,159,501)
6,945,219
-
-
-
-
-
-
-
-
-
49,727
-
49,727
49,727
-
49,727
-
(3,145,690)
65,000
65,000
5,785,718
(5,785,718)
-
Balance at 31 December 2019
18, 19
148,431,253
65,000
-
398,758
463,758
(149,053,465)
(158,454)
Balance at 1 January 2018
151,576,943
1,159,501
(325,148)
398,758
1,233,111
(142,895,466)
9,914,588
Loss for the year
Loss from non-controlling interest
Other comprehensive loss
Total comprehensive
income/(loss) for the year
-
-
-
-
-
-
-
-
-
-
(6,620,071)
-
-
-
-
-
-
-
(6,620,071)
(415,667)
(6,341)
-
(415,667)
(6,341)
(6,620,071)
(6,620,071)
(422,008)
(7,042,079)
Balance at 31 December 2018
18,19
151,576,943
1,159,501
(6,945,219)
398,758
(5,386,960)
(143,317,474)
2,872,509
The above statement of changes in equity should be read in conjunction with the accompanying notes.
16
Kula Gold Limited
Statement of cash flows
For the year ended 31 December
Notes
2019
$
2018
$
Cash flows from operating activities
Payments to suppliers and employees – continuing operations
Receipts for services
Interest income
Net cash outflow from operating activities
(427,768)
1,409
11
(426,348)
(428,495)
-
4
(428,491)
26
Cash flows from investing activities
Proceeds from sale of investment
Distribution of Proceeds from sale
Net cash outflow from investing activities
Cash flows from financing activities
Loan advance from Geopacific and Merchant Holdings Pty Ltd
Loan repayment to Geopacific
Finance costs
Net cash inflow from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial
year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at end of year
10
3,890,993
(3,145,690)
745,303
-
-
423,782
(725,382)
(3,997)
(305,597)
396,000
-
-
396,000
13,357
(32,491)
8,014
-
21,371
40,505
-
8,014
The above statement of cash flows should be read in
conjunction with the accompanying notes.
17
Kula Gold Limited
Notes to the financial statements
31 December 2019
Summary of significant accounting policies
1
The principal accounting policies adopted in the preparation of these financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated. These financial statements are
the financial statements of Kula Gold Limited.
(a) Basis of preparation
These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board and Corporations Act 2001. Kula Gold Limited is a
for-profit entity for the purposes of preparing the financial statements.
The financial statements of Kula Gold Limited also comply with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB).
These financial statements have been prepared under the historical cost convention except for the Financial Asset which
is carried at fair value.
(b) Going concern
The financial report has been prepared on the going concern basis, which contemplates continuity of normal business
activities and realisation of assets and settlement of liabilities in the ordinary course of business.
For the year ended 31 December 2019, the Company incurred a profit from operations of $49,727 (2018: loss of $422,008)
and recorded net cash inflows of $13,358 (2018: $8,014). At 31 December 2019, the Company had net current assets of
($158,453) (2018: $2,872,509). The loan from Merchant Holdings Pty Ltd is repayable in September 2020.
The Company’s ability to continue as a going concern is dependent upon it maintaining sufficient funds for its operations
and commitments. The Directors continue to be focused on meeting the Company’s business objectives and is mindful of
the funding requirements to meet these objectives. The Directors consider the basis of going concern to be appropriate
for the following reasons:
given the Company’s market capitalisation and the underlying prospects for the Company to raise further funds from
the capital markets;
support from a major shareholder who has provided a line of credit loan to the Company and will consider extension
of the current credit facility if required until equity can be raised; and
the fact that future exploration and evaluation expenditure is generally discretionary in nature (i.e. at the discretion of
the Directors having regard to an assessment of the Company’s eligible expenditure to date and the timing and
quantum of its remaining earn-in expenditure requirements). Subject to meeting certain minimum expenditure
commitments, further exploration activities may be slowed or suspended as part of the management of the Company’s
working capital.
The Directors are confident that the Company can continue as a going concern and as such are of the opinion that the
financial report has been appropriately prepared on a going concern basis. However, should the Company be unable to
raise further required financing from its major lender or other sources, there is uncertainty which may cast doubt as to
whether or not the Company will be able to continue as a going concern and whether it will realise its assets and extinguish
its liabilities in the normal course of business and at the amounts stated in the financial statements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset
amounts nor to the amounts and classification of liabilities that might be necessary should the Company not continue as a
going concern.
(c) Critical accounting estimates
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 3.
(d) New and amended standards and Interpretations adopted during the year
The Company has adopted all new and amended Accounting Standards and Interpretations that were applicable to the
Company for the first time for the financial year beginning 1 January 2019, including:
AASB 16 Leases
AASB 16 provides a new lessee accounting model which requires a lessee to recognise assets and liabilities for all leases
with a term of more than 12 months unless the underlying asset is of low value. The depreciation of the lease assets and
interest on the lease liabilities are recognised in the income statement. The Company did not incur any lease obligations
that required the adjustment of its financial statements in 2018 and/or 2019 as a result of the provisions of this new
standard.
18
Kula Gold Limited
Notes to the financial statements
31 December 2019
A number of new standards, amendment of standards and interpretations have recently been issued but are not yet
effective and have not been adopted by the Company as at the financial reporting date. The Company has reviewed
these standards and interpretations and has determined that none of the new or amended standards will significantly affect
the Company’s accounting policies, financial position or performance.
(e) Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Company’s operations are measured using the currency of the
primary economic environment in which it operates (”the functional currency”). The financial statements are presented in
Australian dollars, which is the Company's functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised
in profit or loss, except when they are attributable to part of the net investment in a foreign operation.
(f) Revenue recognition
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial
assets.
(g) Income tax
The income tax expense or benefit for the period is the tax payable on the current period's taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of
the reporting period in the countries where the Company’s subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject
to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.
Deferred income tax is provided using the balance sheet full liability method on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred income tax
liability is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither the accounting nor the taxable profit or loss. Deferred income
tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting
period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability
is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases
of investments in foreign operations where the Company is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities
are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax
balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
(h) Financial assets at fair value through other comprehensive income (“Financial Assets”)
Investments in equity instruments of other entities (other than subsidiaries) are Financial Assets and are initially recognised
at their fair value. After initial recognition investments in equity investments have been designated as fair value through
other comprehensive income. When the equity investment is derecognised, fair value movements within other
comprehensive income are not recycled through profit or loss.
(i) Leases (new policy applied from 1 January 2019 due to adoption of AASB 16)
The accounting policy for leases under AASB 16 is as follows:
For any new contracts entered into as a lessee, the Company considers whether a contract is, or contains a lease. A lease
is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of
time in exchange for consideration’.
To apply this definition the Company assesses whether the contract meets three key evaluations which are whether:
19
Kula Gold Limited
Notes to the financial statements
31 December 2019
•
•
•
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Company;
the Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout
the period of use, considering its rights within the defined scope of the contract; and
the Company has the right to direct the use of the identified asset throughout the period of use. The Company assesses
whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.
At lease commencement date, the Company recognises a right-of-use asset and a lease liability on the balance sheet. The
right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct
costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and
any lease payments made in advance of the lease commencement date (net of any incentives received). The Company
depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of
the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for
impairment when such indicators exist. At the commencement date, the Company measures the lease liability at the
present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate
is readily available or the Company’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance
fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee
and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will
be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification,
or if there are changes in in-substance fixed payments. When the lease liability is remeasured, the corresponding
adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero. The
Company has elected to account for short-term leases and leases of low-value assets using the practical expedients.
Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense
in profit or loss on a straight-line basis over the lease term. Lease liabilities are shown directly on the statement of financial
position (current and non-current).
20
Kula Gold Limited
Notes to the financial statements
31 December 2019
(j) Business combinations
The acquisition method of accounting is used to account for all business combinations regardless of whether equity
instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the
fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Company. The
consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration
arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition related costs are expensed
as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are,
with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition
basis, the Company recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling
interest's proportionate share of the acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree over the fair value
of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net
identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is
recognised directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their
present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate
at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
(k) Profit or loss from discontinued operations
A discontinued operation is a component of the entity that either has been disposed of, or is classified as held for sale,
and:
represents a separate major line of business or geographical area of operations
is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations;
or
is a subsidiary acquired exclusively with a view to resale
Profit or loss from discontinued operations, including prior year components of profit or loss, are presented in a single
amount in the statement of profit or loss and other comprehensive income. This amount, which comprises the post-tax
profit or loss of discontinued operations and the post-tax gain or loss resulting from the measurement and disposal of
assets classified as held for.
The disclosures for discontinued operations in the prior year relate to all operations that have been discontinued by the
reporting date for the latest period presented.
(l)
Impairment of non-financial assets
Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and
value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets
(cash-generating units). Non-financial assets, other than goodwill and exploration and evaluation expenditure, that suffered
an impairment are reviewed for possible reversal of the impairment at each reporting date.
(m) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits
held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or
less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in
value.
(n) Trade and other receivables
Initial recognition
Trade receivables are initially recognised at their transaction price and other receivables at fair value. Receivables that are
held to collect contractual cash flows and are expected to give rise to cash flows representing solely payments of principal
and interest are classified and subsequently measured at amortised cost. Receivables that do not meet the criteria for
amortised cost are measured at fair value through profit or loss.
21
Kula Gold Limited
Notes to the financial statements
31 December 2019
Subsequent measurement
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject
to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net
changes in fair value recognised in the statement of profit or loss.
Impairment
The Company assesses on a forward looking basis the expected credit losses associated with its debt instruments carried
at amortised cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk
since initial recognition of the respective financial instrument. The Company always recognises the lifetime expected credit
loss for trade receivables carried at amortised cost. The expected credit losses on these financial assets are estimated
based on the Company’s historic credit loss experience, adjusted for factors that are specific to the debtors, general
economic conditions and an assessment of both the current as well as forecast conditions at the reporting date.
In relation to all other receivables measured at amortised cost, the Company applies the credit loss model. The expected
credit loss model requires the Company to account for expected credit losses and changes in those expected credit losses
at each reporting date to reflect changes in credit risk since initial recognition of the financial asset. In particular, the
Company measures the loss allowance at an amount equal to lifetime expected credit loss (“ECL”) if the credit risk on the
instrument has increased significantly since initial recognition. On the other hand, if the credit risk on the financial
instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that
financial instrument at an amount equal to the ECL within the next 12 months.
The Company considers an event of default has occurred when a financial asset is more than 90 days past due or external
sources indicate that the debtor is unlikely to pay its creditors, including the Company. A financial asset is credit impaired
when there is evidence that the counterparty is in significant financial difficulty or a breach of contract, such as a default or
past due event has occurred. The Company writes off a financial asset when there is information indicating the counterparty
is in severe financial difficulty and there is no realistic prospect of recovery
(o) Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They carried at amortised cost using the effective interest rate method and, except for those with maturities
greater than 12 months after the reporting period which are classified as non-current assets, are classified as current
assets.
(p) Impairment of financial assets
The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or
group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are
incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial
recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of
the financial asset or group of financial assets that can be reliably estimated.
For loans and receivables, the amount of the loss is measured as the difference between the asset’s carrying amount and
the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at
the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss
is recognised in the statement of comprehensive income. If a loan has a variable interest rate, the discount rate for
measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient,
the Company may measure impairment on the basis of an instrument’s fair value using an observable market price.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an
event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal
of the previously recognised impairment loss is recognised in the statement of comprehensive income.
(q) Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item
can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when
replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are
incurred.
22
Kula Gold Limited
Notes to the financial statements
31 December 2019
Depreciation on other assets is calculated using the straight line method to allocate their cost, net of their residual values,
over their estimated useful lives as follows:
- Buildings and leasehold improvements
- Motor vehicles
- Plant and equipment
- Furniture and fittings
25 years
3 years
6 years
6 years
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater
than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the
statement of comprehensive income.
(r) Exploration and evaluation expenditure
Exploration and evaluation costs related to an area of interest are expensed as incurred except where they may be carried
forward as an item in the statement of financial position where the rights of tenure of an area are current and one of the
following conditions is met:
(i)
(ii)
the costs are expected to be recouped through successful development and exploitation of the area of interest, or
alternatively, by its sale; or
exploration and/or evaluation activities in the area of interest have not at the reporting date reached a stage which
permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active
and significant operations in, or in relation to, the area of interest is continuing.
Exploration and evaluation expenditure is written-off when it fails to meet at least one of the conditions outlined above or
an area of interest is abandoned.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying
amount of an exploration and evaluation asset may exceed its recoverable amount. When facts and circumstances suggest
that the carrying amount exceeds the recoverable amount, the impairment loss will be measured in accordance with the
Company’s impairment policy (note 1(m)).
(s) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year
which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables
are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised
initially at their fair value and subsequently measured at amortised cost using the effective interest method.
(t) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is
recognised in profit or loss over the period of the borrowings using the effective interest rate method. Fees paid on the
establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or
all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is
no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a repayment for
liquidity services and amortised over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting date.
Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharge,
cancelled or expired.
(u) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that
an entity incurs in connection with the borrowing of funds.
(v) Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it
is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.
Provisions are not recognised for future operating losses.
23
Kula Gold Limited
Notes to the financial statements
31 December 2019
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined
by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect
to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the
present obligation at the reporting date. The discount rate used to determine the present value reflects current market
assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the
passage of time is recognised as interest expense.
(w) Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and other short term benefits expected to be settled
within 12 months after the end of the period in which the employees render the related service are recognised in respect
of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when
the liabilities are settled.
Other long-term employee benefit obligations
The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of
the period in which the employee renders the related service is recognised in the provision for employee benefits and
measured as the present value of expected future payments to be made in respect of services provided by employees up
to the end of the reporting period using the projected unit credit method. Consideration is given to the expected future
wage and salary levels, experience of employee departures and periods of service. Expected future payments are
discounted using market yields at the end of the reporting period on high quality corporate bonds with terms to maturity
and currency that match, as closely as possible, the estimated future cash outflows.
The obligations are presented as current liabilities in the statement of financial position if the entity does not have an
unconditional right to defer settlement for at least twelve months after the reporting date, regardless of when the actual
settlement is expected to occur.
Share-based payments
Share-based compensation benefits are provided to employees via the Kula Gold Limited Option Plan (“Plan”). Information
relating to the Plan is set out in note 27.
The fair value of options granted under the Plan is recognised as an employee benefit expense with a corresponding
increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted,
which includes any market performance conditions and the impact of any non-vesting conditions, but excludes the impact
of any service and non-market performance vesting conditions.
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The
total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to
vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in
profit or loss, with a corresponding adjustment to equity.
(x) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
(y) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part
of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.
Financial Risk Management
2
The Company's activities expose it to a variety of financial risks: market risk (including currency risk, equity price risk and
interest rate risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the
Company. The Company uses different methods to measure different types of risk to which it is exposed. These methods
include sensitivity analysis in the case of interest rate and foreign exchange risks. Liquidity risk is managed by budgets to
structure maturity dates of investments to meet anticipated outgoings of expenditure.
24
Kula Gold Limited
Notes to the financial statements
31 December 2019
Risk management is carried out under policies approved by the Board of directors.
(a) Market risk
i. Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis
and cash flow forecasting.
It is not the Company’s present policy to hedge foreign exchange risk.
The Company's functional currency is Australian dollars (AUD).
The Company does not have significant foreign currency risk at the statement of financial position date.
ii.
Interest rate risk
The Company is exposed to interest rate risk arising from cash and cash equivalents.
Company sensitivity
At 31 December 2018, the Company's exposure to interest received rates is not deemed to be material to its
primary activities and the interest is generally floating rate. Interest payable would not be deemed material to
the results of the Company. Reasonably possible movements in interest rates would not have a material impact
on the results of the Company or the fair value of any borrowings.
iii. Credit risk
Cash deposits are held with a major Australian Bank, Westpac Banking Corporation (Westpac). All counterparties
with whome the Company holds cash on deposit have a credit rating with Standard and Poors of A or above (long
term)
(b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through timing of
rollover dates on its term deposits as funds allow. This ensures the best balance between highest interest rates available
and funding requirements.
Maturities of financial liabilities
The tables below analyse the Company's financial liabilities into relevant maturity groupings based on the remaining period
at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted
cash flows.
At 31 December 2019
Trade and other payables/Borrowings
Total non-derivatives
Less
than 6
months
$'000
189,900
189,900
Less
than 6
months
6 - 12
months
Contractual maturities of financial liabilities
Total
contractual
cash flows
$'000
Between
1 and 2
years
$'000
Between
2 and 5
years
$'000
Over 5
years
$'000
$'000
Carrying
Amount
liabilities
$'000
-
-
-
-
-
-
-
-
189,900
189,900
189,900
189,900
Contractual maturities of financial liabilities
Total
contractual
cash flows
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
6 - 12
months
Carrying
Amount
liabilities
At 31 December 2018
Trade and other payables/Borrowings
Total non-derivatives
418,403
418,403
-
-
-
-
-
-
-
-
418,403
418,403
418,403
418,403
(c) Fair value measurements
The methods for estimating fair value are outlined in the relevant notes to the financial statements. The carrying amounts
of financial assets and liabilities of the Company approximates their fair values. The fair value of the unlisted investment
has been determined using comparable transactions.
25
Kula Gold Limited
Notes to the financial statements
31 December 2019
Under AASB 13 the fair value measurements used for the equity investment is level 3 on the fair value hierarchy. Level
3 is defined as the valuation technique for which the lowest level input that is significant to the fair value measurement is
unobservable.
Critical Accounting Estimates and Judgements
3
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under
the circumstances.
The Company makes judgements, estimates and assumptions concerning the future. The resulting accounting estimates
will, by definition, seldom equal the related actual results. The judgements, estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are discussed below.
Control of Subsidiary and discontinued operations
4
As at 31 December 2016 Geopacific Resources Limited (“GPR”) had exercised their option to proceed to the second period
of the farm-in under the broad terms of the term sheet entered into on 7 July 2016 and the subsidiary Woodlark Mining
Limited (“WML”) remained a controlled entity of the Company.
The formal agreements to implement the farm-in and joint venture with GPR – being the Farm-in Agreement and the
Shareholders Agreement – were executed by the Company, GPR and WML on 25 January 2017. Under arrangements
GPR was entitled to 5% equity in WML prior to 31 December 2016 and shares in WML representing this percentage were
issued to GPR when the formal agreements were executed. The terms and conditions of the Farm-in Agreement
collectively resulted in the Company losing control of WML from 25 January 2017 and, accordingly, WML was
deconsolidated from the Company accounts on 25 January 2017. Post deconsolidation, the Company retained no control
or significant influence over the operations of WML. All the financial and operating policy decisions relating to WML were
unilaterally taken by GPR.
On 23 August 2018 GPR served notice of achievement of the incentive target of reserve ounces of gold, the completion of
the second earn-in period of the FIA and extended its option to proceed to the third earn-in period of the FIA. As such
Geopacific has a direct interest of 51% in Woodlark Mining Limited and a further interest of 42% by virtue of its 85% holding
of Kula shares.
On 6th March 2019 the Company entered into an agreement to sell all of its rights and interests in the Project to GPR (refer
ASX announcement on 8 March 2019). Under the agreement signed on 6 March 2019 (“Agreement”) Kula agreed to sell,
free from all encumbrances and third party claims, and GPR agreed to purchase, all of the outstanding shares in Woodlark
Mining Limited (“WML”) not currently owned by GPR (“Sale Shares”) subject to approval by its shareholders.
Consideration for the transaction was 150,000,000 shares in GPR plus a cash amount ($745,382) from GPR.
Simultaneously on closing of the agreement, Kula would cancel (following a buyback) GPR’s shares in Kula which
represented approximately 85% of the equity on issue (319,363,449 shares). Kula was required to apply the cash to
repay the interest free loan from GPR which at close date was .$725,382.
Operating profit of Kula Gold until the date at which it became a discontinued operation in 2018 is summarised as follows:
Expenses:
Administration expenses
Profit/(loss) from discontinued operations
Income tax expense relating to discontinued operations
Profit/(loss) from discontinued operations after tax
5
Segment information
2019
$
2018
$
-
-
-
-
(6,341)
(6,341)
-
(6,341)
The Company has determined that it operates in one operating segment, being exploration in Western Australia and this
is the basis on which internal reports are provided to the Directors for assessing performance and determining the
allocation of resources in the Company. Accordingly, the financial results of the segment are equivalent to the financial
statements of the Company as a whole.
26
6
Other income – Continuing operations
Interest income
Management fee
Other income – Disontinued operations
Revaluation of investment
7
Administration expenses from continuing operations
Depreciation
Furniture and Fittings
Employee benefit expense
Professional and consulting expenses
Insurance expenses
Other expenses
8
Income tax
Current income tax expense
(Decrease)/increase in deferred income tax
Total income tax (benefit)/expense
(a)
Numerical reconciliation of income tax expenses to prima facie
tax payable
Profit/(Loss) from operations before income tax expense
Tax expense/(benefit) at the Australian tax rate of 30% (2018:
30%)
Tax effect of amounts which are not deductible (taxable) in
calculating taxable income:
Loss from discontinued operations
Income tax benefit not recognised
Carried forward losses utilised
Total income tax expense
(b)
Tax losses
Australian unused tax losses for which no deferred tax asset has
been recognised
Potential tax benefit at the Australian tax rate of 30% (2018: 30%)
Kula Gold Limited
Notes to the financial statements
31 December 2019
2019
$
2018
$
11
1,409
1.420
600,000
1,783
181,846
151,237
13,732
103,890
452,165
-
-
-
49,727
14,918
-
(14,918)
-
-
4
-
4
-
547
282,098
63,165
32,392
37,469
415,671
-
-
-
(422,008)
(126,002)
1,902
124,700
-
1,566,424
469,927
1,616,151
484,845
Benefits for tax losses will only be obtained if:
(i)
the entity derives future Australian assessable income of a nature and
of an amount sufficient to enable the benefit from the deductions for
the losses to be realised;
the entity continues to comply with the conditions for utilisation
imposed by tax legislation; and
(ii)
(iii) no changes in tax legislation adversely affect the Company in realising
the benefit from the deductions for the losses.
Unrecognised temporary differences
The following represents unrecognised deferred tax on timing differences:
Employee provision
Capital raising costs
-
-
-
(2,214)
-
(2,214)
27
Kula Gold Limited
Notes to the financial statements
31 December 2019
9
Earnings per share
Basic earnings / (loss) per share amounts are calculated by dividing profit / (loss) for the period attributable to
ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the
year.
Diluted earnings / (loss) per share amounts are calculated by dividing the profit / (loss) attributable to ordinary equity
holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the
weighted average number of ordinary shares that would be issued on conversion of all diluted potential ordinary
shares into ordinary shares.
The following reflects the income and share data used in the basic earnings per share computations:
Profit/(loss) attributable to ordinary equity holders of the parent for basic
and diluted earnings per share (Continuing operations)
The weighted average number of ordinary shares on issue during the
financial year used in the calculation of basic earnings per share
Effect of dilution:
Share options
The weighted average number of ordinary shares on issue during the
financial year used in the calculation of diluted earnings per share
Basic earnings/(loss) per share
Diluted earnings per share
10 Cash and cash equivalents
Cash at bank and in hand
11 Receivables and other assets
Goods and services tax receivable
Prepayment and other receivables
2019
$
2018
$
49,727
(422,008)
No.
No.
217,667,212
375,658,028
-
-
217,667,212
375,658,028
Cents per
share Cents per share
(0.11)
0.02
(0.11)
0.02
21,371
21,371
8,516
-
8,516
8,041
8,041
11
10,965
10,976
(a)
(b)
(c)
Impaired receivables - There were no impaired receivables for the Company.
Past due but not impaired - There were no receivables past due for the Company.
Fair value and credit risk -
Due to the short term nature of these receivables, their carrying amount is assumed to approximate their fair
value. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of
receivables mentioned above.
12 Marketable securities
Shares held in ASX listed company
2019
$
2018
$
1,559
1,559
-
-
28
13 Property, plant and equipment
Gross carrying amount - at cost
Accumulated depreciation
Net carrying amount
Opening book value (net of depreciation)
Depreciation charge
Disposal
Closing book amount (net of depreciation)
14 Financial assets
Unlisted investment at fair value at 1 January
Increase in fair market value of investment
Less: value of cash received at settlement from GPR
Total loss for the period recognised in other comprehensive income
In-specie distribution of GPR shares to Shareholders
Transfer of remaining GPR shares value to marketable securities (Note 12)
Investment at fair value at 31 December
Kula Gold Limited
Notes to the financial statements
31 December 2019
2019
$
2018
$
78,912
(78,912)
-
1,783
(1,783)
-
-
3,300,000
600,000
(750,000)
-
(3,148,441)
(1,559)
-
78,912
(77,129)
1,783
2,329
(546)
-
1,783
9,920,071
-
-
(6,620,071)
-
3,300,000
The financial asset investment relates to the Company’s share in Woodlark Mining Ltd (WML) as at 31 December
2017. During the financial year ended 31 December 2017, the Company lost control over WML, and as a result
WML was deconsolidated effective 25 January 2017. Post deconsolidation, the Company did not have control,
joint control or significant influence over the operations of WML and accounts for its investment in WML as a
financial asset. All decisions (financial and operating policy related) about the relevant activities of WML now rest
solely with Geopacific Resources Limited (GPR).
The Company entered into an agreement to sell all of its rights and interests in the Project to GPR. Kula agreed to
sell and GPR agreed to purchase, all of the outstanding shares in Woodlark Mining Limited (“WML”) not currently
owned by GPR (“Sale Shares”) subject to approval by its shareholders. Consideration for the transaction was
150,000,000 shares in GPR at a price of 1.7 cents per share which equates to A$2,550,000, plus cash up to
$750,000 to pay all Kula liabilities. This is the basis on which the investment was valued at $3.3 million as at
31st December 2018. At 30th June 2019, the value of the 150,000,000 GPR shares had increased to 2.1 cents per
share resulting in a revaluation increase of $600,000.
Following completion of the sales transaction in 2019, an in-specie distribution of GPR shares to Kula shareholders
on the basis of 2.55 GPR shares for every 1 Kula share held was completed. This resulted in the distribution of
149,926,108 GPR shares. The remaining 73,892 GPR shares are held by Kula Gold Ltd and shown in the balance
sheet as Marketable securities (Refer Note 12).
15 Trade and other payables
Trade payables
Short term loan – Geopacific Resources Limited (a)
Other payables and accruals
16 Borrowings
Short term loan – Geopacific Resources Limited (a)
Short term loan – Merchant Holdings Pty Ltd (b)
2019
$
2018
$
46,500
-
29,000
75,500
-
114,400
114,400
2,403
416,000
-
418,403
416,000
-
416,000
(a) The terms of the short term loan facility to Geopacific Resources Limited was that it was for an amount of up to
$750,000, interest free and unsecured.
29
Kula Gold Limited
Notes to the financial statements
31 December 2019
16 Borrowings (Cont.)
(b) The terms of the short term loan facility from Merchant Holdings Pty Ltd are:
Loan facility amount -
Interest rate -
Term -
Security -
$150,000
12%
12 months (from 3 Sept 2019)
Unsecured
17 Provisions
Current provisions –
Employee entitlements - annual leave
Non-current provisions
18 Equity
Share Capital
58,794,579 fully paid ordinary shares
(2018: 375,658,028)
Movement in share capital
Equity at start of the year
Cancellation of Kula shares held
by Geopacific
Allotment of shares in lieu of
consulting fees
In-specie distribution (GPR
shares)
Equity at end of period
2019
$
2018
$
-
-
29,861
-
148,431,253
151,576,943
Year ended
31 December 2018
$
No.
375,658,028
Year ended
31 December 2019
$
No.
151,576,943
375,658,028
151,576,943
-
(319,363,449)
-
-
(3,145,690)
148,431,253
2,500,000
-
58,794,579
-
151,576,943
-
375,658,028
Share buy-back
There has not been any on-market buy-back in 2019 (2018: none).
19 Reserves and accumulated losses
Share-based payments reserve
Consolidation reserve
Fair value financial asset reserve
(a) Movement in reserves
Share-based payments reserve
Balance at start of the year
Reclassification to retained earnings
Allotment of shares in lieu of consulting fees (2,500,000 shares)
Balance at end of the year
Consolidation reserve
Balance at start of the year
Balance at end of the year
Fair value of assets reserve
Balance at start of the year
Reclassification to retained earnings
Movement in fair value of investment
Balance at end of the year
2019
$
2018
$
65,000
398,758
-
463,758
1,159,501
398,758
(6,945,219)
(5,386,960)
1,159,501
(1,159,501)
65,000
65,000
1,159,501
-
-
1,159,501
398,758
398,758
398,758
398,758
(6,945,219)
6,945,219
-
-
(325,148)
-
(6,620,071)
(6,945,219)
30
19 Reserves and accumulated losses (Cont.)
(b) Accumulated losses
Opening balance
Net profit/(loss) for the year – controlled interest
Net profit/(loss) for the year – non-controlled interest
Reclassification of reserves to accumulated losses
Closing balance
Kula Gold Limited
Notes to the financial statements
31 December 2019
2019
$
2018
$
(143,317,474)
49,727
-
(5,785,718)
(149,053,465)
(142,895,466)
(415,667)
(6,341)
-
(143,317,474)
(c) Nature and purpose of reserves
Share-based payments reserve
(i)
The share-based payments reserve is used to recognise the grant date fair value of options issued.
Consolidation reserve
(ii)
This reserve represents the difference between the minority interest recognised and the equity contributions
received from Geopacific.
Fair value financial assets reserve
(iii)
The fair value financial assets reserve represents the cumulative gains and losses including foreign currency gains
or losses, arising on the re-measurement of financial assets to fair value that have been recognised in other
comprehensive income.
2019
$
2018
$
20 Key management personnel disclosures
The names of persons who were key management personnel of Kula at
any time during the financial year are as follows:
Mark Stowell
Simon Adams
Matthew Smith
Glenn Zamudio
Mark Bojanjac
Garry Perotti
Ian Clyne
Ron Heeks
(a) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Termination benefits
Detailed remuneration disclosures are provided in the remuneration report
on pages 11 to 13
(b) Equity instrument disclosures relating to key management personnel
(i) Shares provided as remuneration
239,250
11,068
67,927
318,245
295,887
26,885
-
322,772
M Bojanjac was paid an amount of $100,000 in shares (2,500,000) in lieu of consulting fees in connection with
the transaction of the sale of WML to Geopacific Resources Ltd (as approved by shareholders at a meeting held
on 25 June 2019).
(ii) Options provided as remuneration
No options were granted as remuneration to key management personnel of the Company during the year ended
31 December 2019 (2018: Nil).
(iii) Shares provided on exercise of remuneration options
No options were exercised during the period ended 31 December 2019 (2018: Nil)
31
Kula Gold Limited
Notes to the financial statements
31 December 2019
2019
$
2018
$
25,000
15,000
35,000
30,000
-
30,000
(223,519)
1,592
(238,246)
33,824
(426,349)
(415,667)
547
6,341
(19,712)
(428,491)
21 Remuneration of auditors
During the year the following fees were paid or payable for services
provided by the auditor of the parent entity, its related practices and
non-related audit firms:
Audit and other assurance services
Ernst and Young
Elderton
22 Contingencies
The Company had no contingent assets or liabilities at 31 December 2019
(2018: nil).
23 Commitments
The Company had no lease or other commitments at 31 December 2019
(2018: nil).
24 Related party transactions
In September 2019, Mr Mark Stowell (through a company that he controls)
provided a loan to the Company on the following terms:
•
•
•
•
•
Facility limit - $150,000
Loan amount drawn down as at 31 December 2019 - $114,400
Interest Rate – 12% per annum
Term – 12 months
Security - unsecured
Other than above, the Company had no related party transactions for the
year ended 31 December 2019 (2018: nil).
25 Subsidiaries
The Company has no subsidiaries.
26 Reconciliation of profit/(loss) after income tax to net cash outflow
from operating activities and reconciliation of net cash inflow from
loan advance activities
Operating activities:
Profit/(loss) for the year – continuing operations
Depreciation and amortisation
(Profit)/Loss from discontinued operations
Decrease/(increase) in net current assets
Net cash outflow from operating activities
27 Events occurring after the reporting date
Management is not aware of any other significant events that have
occurred from the balance date to the date in which this report is
authorised for issue.
End of Financial Report
32
Kula Gold Limited
Directors' declaration
31 December 2018
In accordance with a resolution of the directors of Kula Gold Limited, I state that:
1.
In the opinion of the directors:
(a) the financial statements and notes of Kula Gold Limited for the financial year ended 31 December 2019 are
in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Company’s financial position as at 31 December 2019 and of its
performance for the year ended on that date; and
(ii) complying with Accounting Standards and the Corporations Regulations 2001;
(b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed
in Note 1; and
(c) subject to the matters set out in note 1(b), there are reasonable grounds to believe that Kula Gold Limited
will be able to pay its debts as and when they become due and payable.
2. This declaration has been made after receiving the declarations required to be made to the directors by the Chief
Financial Officer and a Company Director in accordance with section 295A of the Corporations Act 2001 for
financial year ended 31 December 2019.
On behalf of the Board
Mark Stowell
Chairman
Perth
31 March 2020
33
Auditor's Independence Declaration
As auditor for the audit of Kula Gold Limited for the year ended 31 December 2019, I declare that, to the
best of my knowledge and belief, there have been:
I)
II)
no contraventions of the independence requirements of the Corporations Act 2001 in
relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Elderton Audit Pty Ltd
Nicholas Hollens
Managing Director
31 March 2020
Perth
T +61 8 6324 2900 E info@eldertongroup.com A Level 2, 267 St Georges Terrace, Perth WA 6000
ABN 51 609 542 458 W www.eldertongroup.com P PO Box 983 West Perth WA 6872
34
Independent Audit Report to the members of Kula Gold Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Kula Gold Limited (the Company), which comprises the statement of financial position
as at 31 December 2019, the statement of profit or loss and other comprehensive income, the statement of changes in equity
and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Company's financial position as at 31 December 2019 and of its financial performance
for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described as in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and
the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for
Professional Accountants (the code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors
of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
Without modifying our opinion, we draw attention to Note 1 to the financial statements which outlines that the ability of the
Company to continue as a going concern is dependent on the ability of the Company to secure additional funding through
either the issue of further shares and/or support from the major shareholder in the form of a loan.
As a result there is a material uncertainty related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern, and therefore whether it will realise its assets and extinguish its liabilities in the normal
course of business and at the amounts stated in the financial report
35
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described
in the Material Uncertainty Related to Going Concern section, we have determine the matter described below to be a key
audit matter to be communicated in our report.
Total Expenditure
Refer to Note 7 and accounting policy Note 1
Key Audit Matter
How our audit addressed the matter
Kula Gold Limited has recently disposed off its
major project and is currently pursuing for new
ventures. Due to status of the Company, total
expenditures will be more relevant for the user
of the financial statements.
Our audit work included, but was not restricted to, the following:
• Enquired management,
reviewed board minutes and ASX
announcements made, to identify new projects or ventures being
persuaded by the Company.
• Performed substantive test on a sample of expenses incurred during
the year
• Performed analytical review and substantiated significant variance
from expected amounts
Based on our testing, no issues were noted.
Other Information
The directors are responsible for the other information. The other information obtained at the date of this auditor's report is
included in the annual report but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing
to report in this regard.
Responsibilities of Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the
directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free
from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
36
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of the financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the
financial report represents the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit
of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
37
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 13 of the directors’ report for the year ended 31 December
2019. The directors of the Kula Gold Limited are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Kula Gold Limited for the year ended 31 December 2019 complies with section
300A of the Corporations Act 2001.
Elderton Audit Pty Ltd
Nicholas Hollens
Managing Director
Perth
31 March 2020
38
Additional ASX information
The following additional information required by the Australian Securities Exchange Limited and not shown elsewhere
in the report. The information is current as at 25 March 2020.
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
Holding
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Unquoted options
Ordinary shares
Number of
Holders
50
44
37
125
71
142
Number of
Shares
14,673
124,573
275,912
4,919,616
53,459,805
58,794,579
The Company has no unquoted securities (shares or options) on issue:
Twenty largest holders of quoted equity securities
No. Shareholder
1 MR MICHAEL SOUCIK & MRS HEATHER SOUCIK
2 MAHE INVESTMENTS PTY LTD
3 MERCHANT HOLDINGS PTY LTD
4 MERCHANT HOLDINGS PTY LTD
5 ARIS NOMINEES PTY LTD
6 KALARRA HOLDINGS PTY LTD
7 MR THEOFANIS PERDIKIS & MRS DIMITRA PERDIKIS
8 SAILORS OF SAMUI PTY LTD
9 SUGARLOAF VENTURES PTY LTD
10
MR DAVID CRICHTON FRECKER & MRS JOANNE MARGARET
FRECKER
11 ZENTAC PTY LTD
12 MR PATRICK KEDEMOS
13 ACRONYM PTY LTD
14 MR MATTHEW NUNN
15
MR GERASIMOS VASSILOPOULOS & MRS ANNA MARIE
VASSILOPOULOS
16 MR STANISLAW ANTONI ZYCHEWICZ
17 DJ & DA NEATE PTY LTD
18 FUTURE LIFE PTY LTD
19 JDW INVESTMENTS AUSTRALIA PTY LTD
20 GRAHAM BROWN PTY LTD
Substantial holders
Substantial holders in the Company are set out below:
Name of substantial shareholder
The HMS Superannuation Fund
Merchant Holdings
ARIS Nominees Pty Ltd
39
Ordinary shares
Number held
Percentage of
quoted shares
6,000,000
4,701,425
3,800,000
3,329,193
3,000,000
2,500,000
2,136,573
1,886,564
1,650,000
1,332,581
1,066,010
1,010,666
1,000,000
940,676
824,995
805,000
738,236
700,000
640,000
603,000
38,664,919
10.21
8.00
6.46
5.66
5.10
4.25
3.63
3.21
2.81
2.27
1.81
1.72
1.70
1.60
1.40
1.37
1.26
1.19
1.09
1.03
65.77
Number of
shares held
Percentage of
issued shares
10,701,425
7,629,193
3,000,000
21,330,618
18.20
12.97
5.10
36.27
Voting rights
The voting rights attaching to each class of equity securities are set out below:
(a) Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a
poll each share shall have one vote.
(b) Options
No voting rights.
Interest in Mining Tenements
Country / Location
Australia, WA Goldfields, Southern Cross
Australia, WA Goldfields, Kurnalpi
Tenement No
ELA 77-2621
ELA 28-2942
Interest
100%
100%
40