MANDRAKE RESOURCES LIMITED A.B.N. 60 006 569 124 ANNUAL REPORT FOR THE YEAR ENDED 30 June 2020 MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 Table of Contents CORPORATE DIRECTORY ........................................................................................................................................................... 2 DIRECTORS’ REPORT................................................................................................................................................................... 3 REMUNERATION REPORT (AUDITED).................................................................................................................................... 11 AUDITOR’S INDEPENDENCE DECLARATION ....................................................................................................................... 16 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME............................ 17 CONSOLIDATED STATEMENT OF FINANCIAL POSITION .................................................................................................. 18 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................................................................. 19 CONSOLIDATED STATEMENT OF CASH FLOWS ................................................................................................................ 20 NOTES TO FINANCIAL REPORT FOR THE YEAR ENDED 30 June 2020........................................................................ 21 DIRECTORS’ DECLARATION ..................................................................................................................................................... 35 INDEPENDENT AUDITOR’S REPORT ...................................................................................................................................... 36 ASX ADDITIONAL INFORMATION ..................................................................................................................................... ......39 ---- 1 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 CORPORATE DIRECTORY Directors Patrick Burke – Non-Executive Chairman James Allchurch – Managing Director Ben Phillips – Non-Executive Director Company Secretary Lloyd Flint Registered office Ground Floor, 24 Outram Street West Perth WA 6005 Ph: +61 8 6189 1155 Website: www.mandrakeresources.com.au Auditors BDO Audit (WA) Pty Ltd Level 1 38 Station Street Subiaco WA 6008 Share Registry Automic Registry Services Level 2 267 St Georges Terrace Perth WA 6000 Ph: 1300 288 664 (within Australia) +61 2 9698 5414 E: hello@automicgroup.com.au Website: www.automicgroup.com.au Bankers National Australia Bank 1232 Hay Street West Perth WA 6005 Securities Exchange Listing Australian Securities Exchange Limited ASX Code – MAN ---- 2 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 DIRECTORS’ REPORT Your directors present their report of the Company and its controlled entities for the financial year ended 30 June 2020. Information on Directors The names of directors in office at any time during or since the end of the year are: Patrick Burke Qualifications Experience — — Non-Executive Chairman (appointed 4 August 2019) LLB — Mr Burke holds a Bachelor of Laws from the University of Western Australia. He has extensive legal and corporate advisory experience and over the last 15 years has acted as a Director for a large number of ASX, NASDAQ and AIM listed companies. His legal expertise is in corporate, commercial and securities law in particular capital raisings and mergers and acquisitions. Mr Burke’s corporate advisory experience includes identification and assessment of acquisition targets, strategic advice, deal structuring and pricing, funding, due diligence and execution. Interest in Shares and Options — 940,000 ordinary fully paid shares; 6,000,000 unlisted options @ $0.03 expiring 28 November 2022 Directorships held in listed entities — In the past 3 years, Patrick Burke has been a director of: James Allchurch Qualifications Experience Triton Minerals Limited (Deputy Chairman – appointed 22 July 2016) Meteoric Resources Limited (Executive Chairman – appointed 1 December 2017) Vanadium Resources Limited (Non-Executive Director - appointed 1 July 2017; resigned 29 November 2019) Koppar Resources Limited (Non-Executive Director - appointed 5 February 2018; resigned 31 December 2019) Transcendence Technologies Limited (Non-Executive Director - appointed 28 September 2018; resigned 20 November 2019) ATC Alloys Limited (Non-Executive Director – appointed 8 September 2014; resigned 1 June 2018) Pan Pacific Petroleum NL (Non-Executive Director – appointed 22 November 2016; resigned 13 November 2017). — Managing Director (appointed 4 August 2019) — BSc (Hons) — Mr Allchurch is a geologist with over 19 years’ experience in mineral exploration, geotechnical assessment and mining operations. Mr Allchurch was the Managing Director of ASX-listed company Monto Minerals which controlled copper mining and tin exploration operations in Queensland and has held various Board positions over the previous 10 years including ASX-listed Bligh Resources and various private entities. More recently Mr Allchurch founded a Chilean cobalt mining exploration company, executing detailed exploration activities prior to a cash sale to a US-based fund. Mr Allchurch spent six years working at Ascent Capital and has considerable expertise in the identification and assessment of resource projects over a broad range of commodities in geographies including Europe, Australia, Africa and South America. Interest in Shares and Options — 2,500,000 Ordinary fully paid shares; 12,000,000 unlisted options @ $0.03 expiring 28 November 2022. Directorships held in listed entities — In the past 3 years, James Allchurch has been a director of: Winchester Energy Limited – (Non-Executive Director – appointed 1 April 2020) PepinNini Lithium Limited – (Non-Executive Director - appointed 1 July 2019; resigned 11 November 2019). Ben Phillips — Non-Executive Director (appointed 18 April 2018) ---- 3 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 Experience — Mr Phillips has over 15 years’ experience providing consultation for a broad spectrum of companies including Oil and Gas, Resources, MedTech and Defence. He has provided services to departments ranging from R&D through to product commercialisation and sales. Interest in Shares and Options — Mr Phillips current role in corporate finance focuses on the structuring of ‘funding and management’ for small cap companies both private and public. Mr Phillips has been working at Ironside Capital since the company’s incorporation having previously held a position at Merchant Corporate Finance. Beneficially held through Deep36 Pty Ltd – 1,000,000 Ordinary fully paid shares, 500,000 Unlisted options @ $0.03 expiring 14 July 2022 escrowed for 24 months and 500,000 Unlisted options @ $0.03 expiring 14 July 2022 Beneficially held through Bob Alfred Pty Ltd – 2,310,500 Ordinary fully paid shares (1,710,500 escrowed 24 months from quotation) and 1,710,500 Unlisted options @ $0.03 expiring 14 July 2022 escrowed for 24 months; 6,000,000 unlisted options @ $0.03 expiring 28 November 2022. Directorships held in listed entities — Nil Graham Durtanovich Qualifications Experience — — Non-Executive Director (appointed 2 June 2017; ceased 26 September 2019) B.Ec, MBA, AppFin — Mr Durtanovich has extensive financial management experience from a large private enterprise with the construction industry, where he previously held the role of Chief Financial Officer and was responsible for the financial administration, strategic planning, risk analysis and Corporate Governance of the company. Interest in Shares and Options — Mr Durtanovich holds a Bachelor of Economics, Graduate Diploma in Applied Finance and Investments from FINSIA and a Masters of Business Administration. As at date of resignation: beneficially held through Connected Energy Solutions Pty Ltd 3,250,500 Ordinary fully paid shares escrowed 24 months from quotation and 3,250,500 Unlisted options @ $0.03 expiring 14 July 2022 escrowed 24 months from quotation Directorships held in listed entities — In the past 3 years, Graham Durtanovich has been a director of: Rafaella Resources Limited (resigned 24th August 2019) Peter Wall Qualifications Experience Interest in Shares — Non-Executive Chairman (appointed 2 June 2017; ceased 5 August 2019) LLB BComm MAppFin FFin Mr Wall is a corporate lawyer and has been a Partner at Steinepreis Paganin (Perth based corporate law firm) since July 2005. Mr Wall graduated from the University of Western Australia in 1998 with a Bachelor of Laws and Bachelor of Commerce (Finance). He has also completed a Masters of Applied Finance and Investment with FINSIA. Mr Wall has a wide range of experience in all forms of commercial and corporate law, with a particular focus on technology companies, resources (hard rock and oil/gas), equity capital markets and mergers and acquisitions. He also has significant experience in dealing in cross border transactions. As at date of resignation: beneficially held through Pheakes Pty Ltd ATF Senate Trust 5,000,000 Ordinary Fully Paid Shares and 2,500,000 unlisted options @ $0.03 expiring 14 July 2022. 2,805,000 Ordinary Fully Paid shares escrowed for 24 months from quotation and 4,055,000 unlisted options @ $0.03 expiring 14 July 2022 escrowed for 24 months from quotation. Beneficially held through Peter Christopher Wall & Tanya-Lee Wall2,500,000 Ordinary fully paid shares and 1,250,000 Unlisted Options @ $0.03 expiring 14 July 2022. ---- 4 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 Directorships held in listed entities In the past 3 years, Peter Wall has been a director of: Minbos Resources Ltd (Non-Executive Chairman - appointed 21 February 2014) Myfiziq Limited (Non-Executive Chairman - appointed 25 May 2015) MMJ Phytotech Ltd (Non-Executive Chairman - appointed 14 August 2014) Transcendence Technologies Limited (Non-Executive Chairman - appointed 6 October 2015) Sky and Space Global Ltd (Non-Executive Chairman- 27 October 2015, resigned December 2108) Pursuit Minerals Ltd (Non-Executive Chairman – appointed 13 January 2016) Argent Minerals Limited (Non-Executive Chairman-appointed 23 April 2018) Company Secretary (appointed 2 June 2017; resigned 1 February 2020) GAICD Mr Buckley has 37 years’ experience in financial markets having worked in both Australia and New Zealand. He is the Managing Director of Company Secretary Solutions Pty Ltd, a company specialising in providing company secretarial, corporate governance and corporate advisory services. Company Secretary (appointed 1 February 2020) BAcc, MBA, CAANZ, FINSIA Mr Flint is an experienced professional gained over 25 years including CFO and group Company Secretary roles for a number of listed ASX companies. Mr Flint currently provides financial and company secretarial services to a number of ASX listed companies Company Secretary Stephen Buckley Qualifications Experience — — — Lloyd Flint Qualifications Experience ---- 5 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 DIRECTORS’ REPORT (CONT) Meeting of Directors The number of meetings of Directors held during the period and the number of meetings attended by each Director was as follows: DIRECTORS’ MEETINGS Number eligible to attend Number Attended Patrick Burke James Allchurch Ben Phillips Peter Wall Graham Durtanovich Principal Activities 4 4 4 - 1 4 4 4 - 1 The principal activity of the Company during the financial year ended 30 June 2020 was the exploration and evaluation of mineral resources. The Company was placed in administration on the 9 June 2016 and was dormant for the 2017, 2018 and 2019 financial years. On the 26th April 2019 a binding heads of agreement was signed with the shareholders of Focus Exploration Pty Ltd (Focus) to acquire 100% of the issued capital of Focus. Focus was a privately-owned exploration company that was created to identify and secure prospective exploration projects. Focus owns 100% of the Berinka Pine Creek Project which is situated on exploration licence (EL31710) in the Northern Territory. The acquisition of Focus was completed on 12 August 2019. The Company was reinstated to official quotation and commenced trading on 14th August 2019. The Company commenced exploration activities during the year with regard to the evaluation of gold, base metal and other mineral opportunities at the Projects. Operating Results The consolidated loss of the group after providing for income tax amounted to $788,931 (2019: Loss of $547,107). Dividends Paid or Recommended No interim dividend (2019: Nil) was paid during the year. No final dividend is recommended by the Directors . ---- 6 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 Review of Operations The 2020 financial year has been transformational for the Company as it successfully relisted on the Australian Stock Exchang e (ASX) in August 2019 as resource explorer Mandrake Resources Limited (formerly Bronson Group Limited) following re-compliance with Chapters 1 and 2 of the ASX Listing Rules. The Company raised $4,527,838 pursuant to the offer under its replacement prospectus dated 21 May 2019 by the issue of 226,391,900 shares at an issue price of $0.02 per share and 113,195,950 attaching options exercisable at $0.03 per option on or before 14 July 2022. Through its wholly owned subsidiary Focus Exploration Pty Ltd (Focus), the Company owns 100% of the Berinka Pine Creek Projec t which is situated on exploration licence (EL31710) and, in April 2020, entered into a farm-in agreement with Andean Energy Resources Pty Ltd (AER) to farm in to exploration licence application (ELA) 70/5345 (Jimperding Project), in the Jimperding Metamorphic Belt located 70km north east of Perth, Western Australia. Berinka Pine Creek Gold Project The Berinka gold exploration project is located within the Pine Creek Orogen of the Northern Territory, located 220km south southwest of Darwin. Gold mineralisation at the project is associated with >10km strike of poorly tested structurally controlled Berinka Volcanics of the Proterozoic Pine Creek Orogen. Previous reverse circulation (RC) drilling has intersected gold mineralisation associated with sulphide rich veins and is open at depth and along strike at the Terrys prospect with a best intersection of 4m @ 6.5 6g/t from 32m (TRP-018). A complete list of all historic drill intercepts is contained in the Mandrake Resources prospectus dated 21 May 2019. Investigations into previous exploration work conducted at the project revealed the existence of 4 diamond drill holes (ZK1701, ZK1702, ZK7801 and ZK8801) drilled by China Australia Land Resources which had not been submitted for assay. The NQ2 diamond core totaled approximately 1,161m with zones prospective for mineralisation of approximately 189m submitted for ass ay and results used to further develop the exploration model at Berinka. Four detailed site visits (two helicopter-borne) were undertaken at the Berinka Project in FY2020 targeting a host of prospects across the entire EL including Terrys Prospect, the Vegetation Anomaly (identified by Carpentaria Exploration Company (CEC) in the mid-1980s), Bubbles Creek, RGC Creek, Specky Creek, Silver Streak and Sandy Creek. The primary objectives were to establish access and conduct geological mapping and rock chip sampling to rank prospects and determine drill targets. In March 2020 Mandrake identified several prospects (including Vegetation Anomaly, Terry’s Gap and Sandy Creek) worthy of dri ll testing for gold mineralisation and submitted a Mine Management Plan (MMP) (drill permit application) to the Northern Territory government whish was subsequently approved in late June 2020. An RC drill programme was undertaken in August 2020 with results pending. Jimperding Project (earning-in) The Jimperding Project lies approximately 30km east of Chalice Gold Mines Limited’s (Chalice) Julimar Ni-Cu-PGE discovery announced on 23 March 2020. The 140km2 ELA comprising the Jimperding Project was applied for on 4 March 2020, prior to the Julimar discovery hole announcement and prior to Chalice pegging over 2,000km 2 of ELAs contiguous to the Jimperding Project. The terms of the farm-in agreement to ELA 70/5345 with AER are detailed below: Cash payment to AER of $40,000 (paid) - - Mandrake to expend $100,000 to earn a 51% interest in ELA 70/5345 - Mandrake to expend a further $200,000 to a earn a further 29% (total 80%) in ELA 70/5345 - AER to be free-carried through to the commencement of a Bankable Feasibility Study at which point a Joint Venture will be incorporated between Mandrake and AER - Mandrake to satisfy all expenditure related to grant of EL70/5345 The Jimperding Metamorphic Belt is in the northern part of the southwestern Yilgarn Craton and comprises Archaean gneisses, arkosic paragneiss and banded-iron formation, interleaved with a variety of garnetiferous orthogneiss and ultramafic units 1. 1 Wilde, S.A. (2001), Jimperding and Chittering Metamorphic Belts, Southwestern Yilgarn Craton, WA – A Field Guide. 4th International Archaean Symposium. Geol Survey of WA. ---- 7 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 Figure 2 - Regional Aeromagnetics – Jimperding Project Regional work conducted by Harrison (1986) suggested that some of the mafic/ultramafic bodies in the terrane may be remnants of larger layered intrusives and thus targets for platinum group element (PGEs) 1. The recent Julimar discovery in the area appears to validate this assessment. A distinct bullseye total magnetic intensity anomaly was identified at the Newleyine Prospect from aeromagnetic data corresponding with confirmed ultramafic layered intrusive units and banded iron formation (BIF). A ground magnetic survey conducted in 2016 was re-processed by Mandrake which demonstrated the distinct internal character of the magnetic anomaly at Newleyine. Rather than a homogenous ovoid-shaped magnetic anomaly, Newleyine appears to comprise a series of magnetic high lenses and potential structural offsets. These internal features are encouraging as they may be attributable to layering in the BIF and/or magmatic differentiation in the ultramafic intrusive(s), structural features and l ocalized weathering. Concentrations of platinum and palladium in rock chip samples collected from two field mapping events (96 samples in total) have exceeded expectations with rock chip samples up to 0.36g/t Pd and 0.27g/t Pt confirming the ultramafic intrusive at Newleyine is highly fertile for PGEs. This is an exciting development for the Company and has elevated Newleyine’s prospectivity for PGEs . The eastern paddock area to the east and north east of the vegetated laterite hill is underlain by a series of distinct ma gnetic highs as outlined by a recent ground magnetic survey. Ultramafic float, sub-crop and limited outcrop was observed during recent sampling with results confirming the presence of Ni-Cu-PGE mineralisation coinciding with magnetic highs. In August 2020 a detailed Fixed Loop Electromagnetic Survey (FLEM) was completed at Newleyine which successfully identified three high conductivity anomalies across the Newleyine Prospect that may be representative of bedrock massive sulphide bodies - drill testing for Julimar-style PGE-Ni-Cu mineralisation is now planned. 1 Harrison, P.H (1986), Professional Papers for 1984. Rep 19. Geol Survey of WA. ---- 8 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 Financial Position The net assets/(deficiency) of the Company at 30 June 2020 was $3,853,267 (2019: $(489,586)). Significant Changes in State of Affairs The Company was reinstated to official quotation and commenced trading on 14th August 2019, following re-compliance with Chapters 1 and 2 of the ASX Listing Rules. The Company raised $4,527,838 before costs pursuant to the offer under its replacement prospectus dated 21 May 2019 by the issue of 226,391,900 shares at an issue price of $0.02 per share and 113,195,950 attaching options exercisable at $0.03 per option on or before 14 July 2022. 12,500,000 shares were issued to the vendors of Focus to settle the acquisition. On reinstatement, a further 11,000,000 shares were issued on conversion of the $220,000 of convertible notes along with 11,000,000 attaching options exercisable at $0.03 per option on or before 14 July 2022. 13,200,727 ordinary fully paid shares along with 13,200,727 attaching options exercisable at $0.03 per option on or before 14 July 2022 were issued to creditors in lieu of cash. Peter Wall resigned as Non-Executive Chairman on the 5th August 2019 following the appointments of James Allchurch as Managing Director and Pat Burke as Non-Executive Chairman on the 4th August 2019. Graham Durtanovich resigned on 26 September 2019. 24,000,000 options were approved in the annual general meeting for issue to directors. The options are exerciseable at $0.03 and expire on 28 November 2022. Notices to exercise for 125,000 attaching options exercisable at $0.03 per option on or before 14 July 2022 were received during the year and 125,000 shares were issued accordingly. Environmental Regulations To the best of the Directors’ knowledge, all activities have been undertaken in compliance with the requirements of environmental regulations. Proceedings on Behalf of Company No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. The Company was not a party to any such proceedings during the year. Subsequent Events Notices to exercise 21,300,000 options exercisable at $0.03 per option were received and 21,300,000 shares were issued accordingly raising $639,000 before costs for the Company. The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has not significantly impacted the entity up to 30 June 2020, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situat ion is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. ---- 9 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 DIRECTORS’ REPORT (CONT) Share Options Unissued shares under option At the date of this report, the un-issued ordinary shares of Mandrake Resources Limited under option are as follows: Grant Date Expiry Date Exercise Price Number of shares under option 14 July 2017 & 30 November 2017 14 July 2019 28 November 2019 14 July 2021 14 July 2022 28 November 2022 $0.40 $0.03 $0.03 3,000,001 161,250,077 24,000,000 Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any relate d body corporate. Indemnification and Insurance of Directors and Officers The Company indemnifies each of its Directors, Officers and Company Secretary. The Company indemnifies each Director or Officer to the maximum extent permitted by the Corporations Act 2001 from liability to third parties, except where the liability arises out of conduct involving lack of good faith, and in defending legal and administrative proceedings and applications for such proceedings. The Company must use its best endeavours to insure a Director or Officer against any liability, which does not arise out of conduct constituting a wilful breach of duty or a contravention of the Corporations Act 2001. The Company must also use its best endeavours to insure a Director or Officer against liability for costs and expenses incurred in defending proceedings whether civil or criminal. The Company has not entered into any agreement with its current auditors indemnifying them against any claims by third partie s arising from their report on the financial report. On the 12 June 2020, Director and Officers Insurance was taken out with Liberty Mutual Insurance Company. Non-Audit Services The Company may decide to employ the auditor on assignments additional to their statutory duties where the auditor’s expertise and experience with the Company and/or group are important. The board of directors has considered the position and, in accordance with advice received from the audit committee, is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor • None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. Details of the amounts paid or payable to the auditor (BDO Audit (WA) Pty Ltd) for audit and non-audit services provided during the year are set out in note 17. Non-audit services – – – Tax returns Relisting services Other 2020 $ 12,465 3,840 2,308 18,613 2019 $ 9,864 18,690 - 28,554 Auditor’s Independence Declaration The auditor’s independence declaration for the year ended 30 June 2020 has been received and can be found on page 15. ---- 10 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 REMUNERATION REPORT (AUDITED) The remuneration report is presented under the following sections: Introduction 1. 2. Remuneration governance 3. Executive remuneration arrangements 4. Non-executive director fee arrangements 5. Details of remuneration 6. Additional disclosures relating to options and shares 7. 8. Consultancy Agreements, and other transactions and balances with KMP and their related parties Loans to key management personnel (KMP) and their related parties The names of the directors in office at any time during or since the end of the financial year are: Pat Burke – Non-Executive Chairman (appointed 4 August 2019) Graham Durtanovich – Non-Executive Director (appointed 2 June 2017; ceased 26 September 2019) Ben Phillips – Non-Executive Director (appointed 18 April 2018) James Allchurch – Managing Director (appointed 4 August 2019) Peter Wall – Non-Executive Chairman (appointed 2 June 2017, ceased 5 August 2019) 1. Introduction The remuneration policy of the Company has been designed to ensure reward for performance is competitive and appropriate to the result delivered. The framework aligns executive reward with the creation of value for shareholders and conforms to market be st practice. The Board ensures that Director and executive reward satisfies the following key criteria for good reward government practices: • • Competitiveness and reasonableness; Acceptability to the shareholder; • • Performance; Transparency; and Capital management. 2. Remuneration governance Throughout the financial year, the Company did not have a remuneration committee as the directors believed the size of the consolidated entity and the size of the Board did not warrant its existence. 3. Executive remuneration arrangements The Board’s policy for determining the nature and amount of remuneration for KMP of the consolidated group is based on the following: • • • All KMP receive a base salary (which is based on factors such as length of service and experience), superannuation and options. Incentives paid in the form of options are intended to align the interests of the directors and Company with those of the shareholders. KMP receive a superannuation guarantee contribution required by the government, which is currently 9.5% of the individual’s average weekly ordinary time earnings (AWOTE), and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payment towards superannuation. • Upon retirement, KMP are paid employee benefit entitlements accrued to the date of retirement. Any options not exercised before or on the date of termination will lapse. The Non-Executive Directors are not entitled to retirement benefits. • All remuneration paid to KMP is valued at the cost to the Company and expensed. ---- 11 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 REMUNERATION REPORT (AUDITED) (CONT) 4. Non-executive director fee arrangements The Board policy is to remunerate Non-Executive Directors at a level to comparable Companies for time, commitment, and responsibilities. Non-executive Directors do not receive performance related compensation. Directors’ fees cover all main Board activities and membership of any committee. The Board has no established retirement or redundancy schemes in relation to Non - Executive Directors. The Non-Executive Directors have or may be provided with options that are meant to incentivise the Non-Executive Directors. The board determines payments to the Non-Executive Directors and reviews their remuneration annually based on market practice, duties, and accountability. Independent external advice will be sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is $300,000 per annum and any change is subject to approval by shareholders at a General Meeting. Fees for Non-Executive Directors are not linked to the performance of the Company. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company. 5. Details of Remuneration The Key Management Personnel of Mandrake Resources Limited includes the Directors of the Company. 30 June 2020 Short Term Salary, Fees & Commissions Post Employment Superannuation Other/ Bonus Share-based payments Total Performance based remuneration6 $ $ $ $ $ % Patrick Burke1 James Allchurch2 Ben Phillips3 Peter Wall4 Graham Durtanovich5 Total 45,742 197,976 45,000 12,000 18,000 318,718 - - - - - - - - - - - - 52,740 98,482 105,480 303,456 52,740 - - 97,740 12,000 18,000 53.5% 34.8% 54.0% - - 210,960 529,678 37.5% 1 Appointed 4 August 2019. June 2020 fees of $5,000 are payable as at 30 June 2020. 2 Appointed 4 August 2019. Includes May and June 2019 fees of $21,900. June 2020 fees of $20,148 payable as at 30 June 2020. Director fees are paid to Stoped Pty Ltd, a company controlled by Mr Allchurch. 3 Includes April to June 2019 fees of $9,000. June 2020 fees of $3,000 are payable as at 30 June 2020. Bob Alfred Pty Ltd ATF the Bob Alfred Trust (an entity controlled by Mr Phillips) 4 Resigned 5 August 2019. 5 Resigned 26 September 2019. 6 Options issued to directors that vested on grant. The options are exercisable at $0.03 per shares on or before 28 November 2022. 30 June 2019 Non-Executive Directors Peter Wall Graham Durtanovich Ben Phillips Total Short Term Salary, Fees & Commissions6 Post Employment Superannuation Other/ Bonus Share-based payments Total Performance based remuneration $ $ $ $ $ 36,000 36,000 36,000 108,000 - - - - - - - - - - - - 36,000 36,000 36,000 108,000 % - - - - 6 As at 30 June 2019 the entirety of fees was accrued and not yet paid. ---- 12 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 REMUNERATION REPORT (AUDITED) (CONT) 6. Additional disclosures relating to options and shares KMP Options and Rights Holdings The table below discloses the number of share options granted, vested or lapsed during the year. Share options do not carry any voting or dividend rights and can only be exercised once the vesting conditions have been met, until their expiry date. 30 June 2020 Patrick Burke James Allchurch Ben Phillips Peter Wall Graham Durtanovich Total Balance at the start of the year Issued as part of debt conversion Granted as Compensation and Exercisable Options Expired Other changes during the year1 Balance at end of Year - - - - - - - - 2,710,500 7,805,000 3,250,500 6,000,000 12,000,000 6,000,000 - - - - - - - - - - (7,805,000) (3,250,000) 6,000,000 12,000,000 8,710,500 - - 13,766,000 24,000,000 - (11,055,000) 26,710,500 1 Held at date of resignation. KMP Shareholdings The number of ordinary shares in Mandrake Resources Limited held by each KMP of the Group during the financial year is as follows: 30 June 2020 Patrick Burke James Allchurch Ben Phillips Peter Wall Graham Durtanovich Total Balance at the start of the year Shares Purchased Granted as Compensation Other changed during the year Balance at At resignation end of Year - - - - - - 940,000 - 600,000 - - 1,540,000 - - - - - - - 2,500,0001 2,710,5002 - - - 10,305,0003 (10,305,000) 3,250,5004 (3,250,500) 940,000 2,500,000 3,310,500 - - 18,766,000 (13,555,500) 6,750,500 1 Vendor shares issued pursuant to purchase of Focus Exploration Pty Ltd 2 3 4 1,000,000 shares on conversion of convertible notes and 1,710,500 shares in lieu of amounts owing (with attaching options). 2,500,000 shares issued on conversion of convertible notes and 7,805,000 shares issued in lieu of amounts owing (both with attaching options). Peter Wall resigned on 5 August 2019 3,250,500 shares and attaching options issued lieu of amounts due and payable. Graham Durtanovich resigned on 26 September 2019. 7. Loans to KMP and their related parties There were no loans to KMP and the related parties during the financial year (2019: nil). ---- 13 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 REMUNERATION REPORT (AUDITED) (CONT) 8. Consultancy agreements, and other transactions and balances with KMP and their related parties During the reporting period, the Company engaged the services of the following related parties on normal commercial terms and conditions no more favourable than those available to other parties: • Steinepreis Paganin, an entity associated with Mr Peter Wall, had liabilities of $222,909 settled during the year via shares, options and cash and discounts given to the Company. Steinepreis Paganin invoiced the Company $37,350 including GST during the year (2019: invoiced $172,271 (incl GST)) in relation to legal services provided to the Company. $5,603 (incl GST) remains owing at 30 June 2020 (2019: $222,909 (including GST)). • Pheakes Pty Ltd, a company controlled by Mr Peter Wall, had liabilities of $69,300 (incl. GST) settled by cash and the issue of securities during the year. Director’s fees of $6,600 (incl. GST) were paid to Pheakes Pty Ltd during the year. Nil was owing at year end (2019; $69,300 (incl. GST)). • Chaperon Corporate, an entity associated with Graham Durtanovich, had liabilities of $58,399 (incl. GST) settled by cash and the issue of securities during the year. Director fees of $9,900 (including GST) were paid during the year and $26,702 (incl GST) were paid to Chaperone Corporate for accounting work. Nil remains owing at year end (2019: $58,399 (incl GST)). • Ironside Capital was engaged as Corporate Advisor on 23 April 2019 received $123,907 (incl GST) (2019: $nil) for pre and post re-quotation corporate advisory fees. Ben Phillips is employed by Ironside Capital. The Ironside Capital mandate terminated in May 2020. James Allchurch is one of the Focus Shareholders and received 2,500,000 consideration shares pursuant to the acquisition of F ocus Exploration Pty Ltd. Connected Energy Solutions, and entity associated with Graham Durtanovich was issued 3,250,500 shares and 3,250,000 attaching options in lieu of debts owed to Chaperon Corporate, an entity also associated with Mr Durtanovich. Ben Phillips participated in a Convertible Loan Agreement with the Company to the value of $20 ,000. The Convertible Note Agreement converted on the basis of one share and one attaching option for every $0.02 invested with the attaching option having a strike price of $0.03 and an expiry date of 14 July 2022. On conversion, 1,000,000 Shares and 1,000,000 options were issued to Deep36 Pty Ltd ATF Deep Super (an entity controlled by Mr Phillips). 1,710,500 shares and 1,710,500 options were issued to Bob Alfred Pty Ltd ATF the Bob Alfred Trust (an entity controlled by Mr Phillips) in lieu of debts owed to Mr Phillips by the Company. Ironside Capital Pty Ltd, an entity associated with Ben Phillips, had a corporate mandate for monthly services at $7,700 (incl GST) which terminated in May 2020. 7,805,000 shares and 5,305,000 options were issued to Pheakes Pty Ltd and the Wall Family superannuation fund, both entities controlled by Mr Wall, on re-compliance by the Company and in lieu of debts owed to Mr Wall. In May 2019 Peter Wall participated through a Convertible Loan Agreement for $50,000. The Convertible Note Agreement converted on the basis of one share and one attaching option for every $0.02 invested with the attaching option having a strike price of $0.03 and an expiry date of 14 July 2022. On conversion, 1,000,000 Shares and 1,000,000 options were issued to Pheakes Pty Ltd. In addition to the above, refer to Note 10c. for details of options granted to Directors. 9. Service agreements The Company has entered into and executive service agreement with James Allchurch which was amended on 12 May 2020. The material terms of the agreement are as follows: (a). (Position): Mr Allchurch is appointed as the Managing Director of the Company. (b). (c). (d). (e). (Commencement Date): Mr Allchurch’s term as the Managing Director of the Company will commence on completion of the acquisition of Focus Exploration Pty Ltd. (Term): Mr Allchurch’s employment commenced on the Commencement Date and continue until the agreement is validly terminated in accordance with its terms. (Notice period): The Company must give 6 months’ notice to terminate the agreement other than for cause. Mr Allchurch must give 3 months’ notice to terminate the agreement. (Salary): The Company will pay Mr Allchurch a salary of $220,000 per year for services rendered. Should Mr Allchurch be required to undertake services with time commitments above and beyond that contemplated by this agreement, with Board approval, the Mr Allchurch will receive a day rate of $1,200 per day. The agreement otherwise contains leave entitlements, termination and confidentiality provisions and general provisions consid ered standard for an agreement of this nature. Non-executive Directors: Each of the non-executive Directors have signed letters of appointment. The key terms of appointment are: ---- 14 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 REMUNERATION REPORT (AUDITED) (CONT) Term Remuneration Patrick Burke n/a Ben Phillips n/a $5,000 per month $3,000 per month Termination benefits n/a n/a There were no other transactions with KMP and their related parties. Corporate Governance Statement Under ASX Listing Rule 4.10.3 the Company’s Corporate Governance Statement can be located at the URL on the Company’s website : http: https://www.mandrakeresources.com.au/about-us/corporate-governance/ Signed in accordance with a resolution of the directors. James Allchurch Managing Director Dated 25 September 2020 ---- 15 ---- Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF MANDRAKE RESOURCES LIMITED As lead auditor of Mandrake Resources Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Mandrake Resources Limited and the entity it controlled during the period. Jarrad Prue Director BDO Audit (WA) Pty Ltd Perth, 25 September 2020 BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent a firms. Liability limited by a scheme approved under Professional Standards Legislation. Mandrake Resources Limited ABN 60 006 569 124 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2020 Consolidated Group Note 30.06.2020 30.06.2019 Interest Received Administration expenses Consultancy Fees Debt extinguishment Director Fees and employee costs Travel expenses Occupancy expenses Legal compliance and professional fees 2 10.c $ 40,394 $ 14 (173,474) (85,935) (153,920) (122,742) (1,092) (20,865) (60,336) (239,500) - - (108,000) (1,498) - (198,122) - Share based payments 10.c (210,960) (Loss) before income tax Income tax benefit/(expense) (Loss) for the year (788,931) (547,107) 3 - - (788,931) (547,107) Other comprehensive income for the year Total comprehensive (loss) for the year - - (788,931) (547,107) Earnings per share Basic (loss) per share Diluted (loss) per share 5 5 (0.003) N/A (0.168) N/A The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes ---- 17 ---- Mandrake Resources Limited ABN 60 006 569 124 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020 CURRENT ASSETS Cash and cash equivalents Other receivables TOTAL CURRENT ASSETS NON- CURRENT ASSETS Exploration and Evaluation expenditure TOTAL NON- CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS/(LIABILITIES) EQUITY Ordinary Share Capital Convertible Loan Note Reserve Option Reserve Accumulated (Losses) TOTAL EQUITY/(DEFFICIENCY) Consolidated Group Note 30.06.20 30.06.19 $ $ 6 7 8 9 10 10 10 3,305,851 69,318 3,375,169 593,375 593,375 84,115 77,854 161,969 - - 3,968,544 161,969 115,277 115,277 115,277 651,556 651,556 651,556 3,853,267 (489,586) 17,470,027 13,011,070 - 893,112 220,000 285 (14,509,872) (13,720,941) 3,853,267 (489,586) The above Statement of Financial Position should be read in conjunction with the accompanying notes ---- 18 ---- Mandrake Resources Limited ABN 60 006 569 124 and Controlled Entities CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020 Consolidated Group Balance at 1.7.2018 Loss for the year Transactions with owners in their capacity as owners Issue of Convertible Notes Balance at 30.6.2019 Balance at 1.7.2019 Loss for the year Transactions with owners in their capacity as owners Shares issued during the year Share Issue Expenses Option Reserve Balance at 30.06.2020 Ordinary Share Capital Convertible Loan Note Reserve Option Reserve Accumulated (Losses) Total Equity $ 13,011,070 - - 13,011,070 13,011,070 - 5,265,603 (806,646) - 17,470,027 $ - - 220,000 220,000 220,000 - (220,000) - - - $ 285 - - $ (13,173,835) (547,107) - 285 (13,720,942) 285 (13,720,942) - - - 892,827 893,112 (788,931) - - - (14,509,872) $ (162,479) (547,107) 220,000 (489,586) (489,586) (788,931) 5,045,603 (806,646) 892,827 3,853,267 The above consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes ---- 19 ---- Mandrake Resources Limited ABN 60 006 569 124 and Controlled Entities CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2020 CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Consolidated Group Note 30.06.2020 30.06.2019 $ $ (728,171) (186,233) 40,394 14 Net cash (outflow) inflow from operating activities 14 (687,777) (186,219) CASH FLOWS FROM INVESTING ACTIVITIES Acquired through acquisition of Focus Exploration Pty Ltd Exploration and evaluation expenditure Net cash (outflow) inflow from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Payment of share issue cost Issue of Convertible Notes Net cash inflow from financing activities Net increase in cash held Cash at beginning of year 11 9 10 10 Cash and cash equivalents carried forward 6 100 (343,475) (343,375) 4,531,588 (278,700) - 4,252,888 3,221,736 84,115 3,305,851 - - - - 220,000 220,000 33,781 50,334 84,115 The above consolidated Statement of Cashflows should be read in conjunction with the accompanying notes ---- 20 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 NOTES TO FINANCIAL REPORT FOR THE YEAR ENDED 30 June 2020 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES This financial report includes the consolidated financial statements and notes of Mandrake Resources Limited and controlled entities (‘Consolidated Group’ or ‘Group’). The separate financial statements of the parent entity, Mandrake Resources Limited, have not been presented within this financial report as permitted by the Corporations Act 2001. The financial report was authorised for issue on 25 September 2020 by the Board of Directors. Basis of Preparation These general purpose financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise. Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on historica l costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Accounting Policies a. Going Concern The financial statements have been prepared on the going concern basis, which assumes the continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. On the 12th August 2019 Mandrake Resources Limited was reinstated to official quotation post the raise of $4,527,838 being completed. The net loss after income tax for the consolidated entity for the financial year ended 30 June 2020 was $788,931, and as at 30 June 2020, total assets exceeded total liabilities by $3,853,267. Cash and cash equivalents was $3,305,851. Forecast Cash Flows demonstrates the Group can operate on a Going Concern basis. b. Principles of Consolidation The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Mandrake Resources Limited at the end of the reporting period. A controlled entity is any entity over which Mandrake Resources Limited has the ability and right to govern the financial and operating policies so as to obtain benefits from the entity’s activities. Where controlled entities have entered or left the Group during the year, the financial performance of those entities is included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 20 to the financial statements. In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the consolidated group have been eliminated in full on consolidation. Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported separately within the equity section of the consolidated statement of financial position and statement of comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date. c. Income Tax The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss. Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. ---- 21 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. Tax Consolidation Mandrake Resources Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under tax consolidation legislation. Each entity in the group recognises its own current and deferred tax assets and liabili ties. Such taxes are measured using the ‘stand-alone taxpayer’ approach to allocation. Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are immediately transferred to the head entity. The group notified the Australian Tax Office that it had formed an income tax consolidated group under the tax consolidation regime. The tax consolidated group has entered a tax funding arrangement whereby each company in the group contributes to the income tax payable by the group in proportion to their contribution to the group’s taxable income. Differences between the amounts of net tax assets and liabilities derecognised and the net amounts recognised pursuant to the funding arrangement are recognised as either a contribution by, or distribution to the head entity d. Impairment of Assets At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any exce ss of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recovera ble amount of the cash-generating unit to which the asset belongs. e. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet. f. Revenue Interest revenue is recognised as the interest accrues (using the effective interest rate method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the instrument) to the net carrying amount of the financial asset. g. Trade and Other Receivables Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as curre nt assets. All other receivables are classified as non-current assets. Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for expected credit losses. h. Trade and Other Payables Liabilities for trade creditors and other payables are initially measured at fair value and subsequently carried at amortised cost which is the amount of the consideration to be paid in the future for goods and services received, whether or not billed to the Group. The amounts are unsecured and are usually paid within 30 days. Payables to related parties are carried at the principal amount. i. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. ---- 22 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 j. Segment Information An operating segment is a component of an entity that engages in business activities for which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity) , whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of Directors. Operating segments have been identified based on the information provided to the chief operating decision makers – being the executive management team. Nature of the products and services, The Group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in each of the following respects: - - - - Methods used to distribute the products or provide the services, and if applicable Type or class of customer for the products and services, Nature of the regulatory environment Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the Financial Statements. Management has determined the operating segments based on the reports reviewed by the board of directors that are used to make strategic decisions. The Group does not have any material operating segments with discrete financial informati on. The Group does not have any customers and all its’ assets and liabilities are primarily related to the corporate office and a re located within Australia. The Board of Directors review internal management reports on a regular basis that is consistent with the information provided in the statement of profit or loss and other comprehensive income, statement of financial position and statement of cash flows. As a result, no reconciliation is required because the information as presented is what is used by the Board to make strategic decisions. k. Borrowings In May 2019 the issue of Convertible Notes to the value of $220,000 occurred. As these Convertible Notes were issued with the expectation of converting to equity, it has been treated as equity within the accounts, with the full amount being taken to an equity reserve “Convertible Loan Note Reserve”. The terms of the notes are such that, assuming approval of Shareholders to convert at a General Meeting, under no circumstance would the group be liable to settle the instruments in cash, and for this reason are treated as equity rather than as a liability in the financial statements. The Notes were subsequently converted in the current year pursuant to attaching terms and conditions.. l. Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where the group has retrospectively applied an accounting policy, made a retrospective restatement of items in the financial statements or reclassified items in its financial statements, an additional statement of financial position as at the beginni ng of the earliest comparative period will be disclosed. m. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the reporting period, adjusted for bonus elements in ordinary shares issued during the year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into acc ount the after income tax effect of interest and other financial costs associated with dilutive potential ordinary shares and the weighted average number of shares outstanding plus the weighted average number of ordinary shares that would be issued on the conversion of all potential ordinary shares into ordinary shares. n. 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. ---- 23 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 o. Exploration and evaluation expenditure Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is m ade. p. Share-based payments The Group provides benefits to employees (including Directors) and consultants of the Group in the form of share-based payment transactions, whereby employees and consultants render services in exchange for shares or options over shares (“equity-settled transactions”). The fair value of options is recognised as an expense with a corresponding increase in equity (share-based payments reserve). The fair value is measured at grant date and recognised over the period during which the holder becomes unconditionally entitled to the options. Fair value is determined using a Black-Scholes option pricing model. In determining fair value, no account is taken of any performance conditions other than those related to the share price of Mandrake Resources (“market conditions”). q. Financial Instruments Classification The Group classifies its financial assets in the following measurement categories: - - The classification depends on how the Group manages the financial assets and the contractual terms of the cash flows. At year end, all of the Group’s financial assets have been classified as those to be measured at amortised cost. those to be measured subsequently at fair value (either through OCI, or through profit or loss), and those to be measured at amortised cost. Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Impairment The Group assesses expected credit losses associated on a forward looking basis. For trade receivables, the Group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. r. Critical Accounting Estimates and Judgments The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group. Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the consolidated entity based on known information. This consideration extends to the nature of the supply chain, staffing and geographic regions in which the consolidated entity operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic. Convertible notes In May 2019 the issue of Convertible Notes to the value of $220,000 occurred. As these Convertible Notes were issued with the expectation of converting to equity, they were treated as equity within the accounts in2019. During the current year, they were converted, as noted in Note 10. Acquisition of Focus Exploration Pty Ltd As described in Note 11 below, during the year, the parent company acquired Focus Exploration Pty Ltd for 12,500,000 shares. This transaction has been accounted for as an asset acquisition, not a Business Combination. In these circumstances, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction, and no goodwill will arise on the transaction. In determining whether an acquisition is a business combination or an asset acquisition, manage ment apply significant judgement to assess whether the net assets acquired constitute a “business” in accordance with AASB 3. Under that standard, a business is an integrated set of activities and assets that is capable of being conducted or managed for the ---- 24 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 purpose of providing a return, and necessarily consists of inputs, processes, which when applied to those inputs, have the ability to create outputs. Share-based payments The measurement of fair value requires the Group to make certain significant es timates and judgements as disclosed in the relevant note to the financial statements. The accounting estimates and judgements relating to equity-settled share based payments impact amounts recorded as assets and liabilities, and profit and loss. Please refer to Notes 10 and 11 for further information. Exploration and evaluation expenditure The consolidated group capitalises expenditure relating to exploration and evaluation costs where they are considered to be likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of economically recoverable resources. Capitalisation of expenditure requires the consolidated group to make a judgement on the extent that expenditure on exploration and evaluation assets will likely be recovered in the future through mineral extraction or some other form of commercialisation of the exploration and evaluation stage assets. The future recoverability of capitalised exploration and evaluation costs are dependent on a number of factors, including whether the consolidated group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. Changes in accounting policies This note explains the impact of the adoption of AASB 16 Leases on the group’s financial statements and also discloses the new accounting policies that have been applied from 1 July 2019, where they are different to those applied in prior periods. AASB 16 Leases The Group has adopted AASB 16 Leases from 1 July 2019, under the modified retrospective method which resulted in changes to accounting policies. Adjustments to the amounts have been recognised in the financial statements. AASB 16 Leases – Accounting policies Group has reviewed contracts to assess whether the contract is or contains a lease. Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The lease liabilities are measured at amortised cost using the effective interest method. They are re-measured when there is a change in future lease payments arising from a change in an index or rate, if there is a changes in the Group's estimates of the amount expected to be payable under residual value guarantees, or if the Group changes any assessment of whether it will exercise extension options. The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of offices that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current of future reporting periods and on foreseeable future transactions. Accounting Policies issued not yet effective There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current of future reporting periods and on foreseeable future transactions. ---- 25 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 NOTE 2: REVENUE AND OTHER INCOME Revenue Interest received or due and receivable from other persons NOTE 3: OPERATING (LOSS) (Loss) before income tax expense includes the following expenses Audit and Accounting Financial expenses Legal compliance and professional fees Travel NOTE 3: INCOME TAX EXPENSE a. The components of income tax expense comprise: Current tax Deferred tax Utilisation of deferred tax assets previously not recognised Deferred tax assets not recognised (losses) Deferred tax assets not recognised (temporary) 2020 $ 40,394 40,394 2020 $ 54,676 - 60,336 1,092 2019 $ 14 14 2019 $ 76,734 216 198,122 1,498 2020 2019 $ - - - $ - - - (216,956) (150,454) - - (216,956) (150,454) b. The prima facie tax on (loss) from ordinary activities before income tax is reconciled to the income tax as follows: Accounting profit (loss)from continuing operations before income tax (788,931) (547,107) Prima facie tax payable on (profit) from ordinary activities before income tax at 27.5% (2019: 27.5%) (216,956) (150,454) Add: Tax effect of: — Other non-allowable items Less: Tax effect of: — — — Utilisation of deferred tax assets previously not recognised Deferred tax assets not recognised (losses) Deferred tax assets not recognised (temporary) Income tax expense/(benefit) NOTE 4: DIVIDENDS No dividends have been paid during the financial year (2019: nil) ---- 26 ---- 990 - 29 - 217,496 150,425 - - - - MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 NOTE 5: EARNINGS PER SHARE Net (loss) used in the calculation of basic EPS Weighted average number of ordinary shares outstanding during the year used in the calculation of basic earnings per share Basic (loss) per share 2020 2019 (788,931) (547,107) 235,442,991 64,971,8771 (0.003) (0.168) $ No. $ For the year ended 30 June 2020, diluted earnings per share was not disclosed because potential ordinary shares, being options granted, are not dilutive and their conversion to ordinary shares would not demonstrate an inferior view of the earnings performance of the Company. 1 Note that this is the balance of shares pre-share consolidation. NOTE 6: CASH AND CASH EQUIVALENTS Cash at bank and on hand NOTE 7: OTHER RECEIVABLES CURRENT Other receivables Deposits The group have considered the other receivables as not impaired or past due. NOTE 8: EXPLORATION AND EVALUATION EXPENDITURE Opening balance Shares issued to acquire Focus Exploration Pty Ltd Exploration and evaluation expenditure NOTE 9: TRADE AND OTHER PAYABLES CURRENT Trade payables and other payables 2020 $ 3,305,851 3,305,851 2020 $ 45,886 23,432 69,318 2020 $ - 249,900 343,475 593,375 2019 $ 84,115 84,115 2019 $ 77,854 - 77,854 2019 $ - - - - 115,277 115,277 651,556 651,556 ---- 27 ---- (61,723,283) 289 - - - - - - - - - - - MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 NOTE 10: CONTRIBUTED EQUITY a. Share Capital 2020 $ 2020 No. 2019 $ 2019 No. Ordinary fully paid shares 17,470,027 266,341,510 13,011,070 3,248,594 13,011,070 3,248,883 13,011,070 64,971,877 $ No. Movement in ordinary shares on issue Balance at 1 July Consolidation on 12 June 2019 Rounding Re-compliance Conversion of converting loan notes 220,000 11,000,000 Conversion of debt 264,015 13,200,727 Issue for acquisition of Focus Exploration Pty Ltd 250,000 12,500,000 4,527,838 226,391,900 Conversion of options Share Issue Costs Balance at 30 June 2020 3,750 125,000 (806,646) - (27,000) 17,470,027 266,466,510 13,011,070 3,248,883 Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. On 12th June 2019 a 1 for 20 consolidation was completed. b. Convertible Loan Note Reserve Opening balance Issued during the year Conversion Closing balance 2020 $ 220,000 2019 $ - - 220,000 (220,000) - - 220,000 During the 2019 year, the Company entered into converting loan agreements with various lenders, for a total of $220,000. The loans were interest free and unsecured. The loan notes converted into 11,000,000 shares and 11,000,000 options prior to re-quotation on 14 August 2019. c. Option Reserve Period opening balance Consolidation 12/6/19 Converting loan options Debt extinguishment Capital raising Broker options Director options 30.6.2020 30.6.2019 $ Number $ Number 285 3,000,001 285 60,000,000 - 11,000,000 153,921 13,200,727 - 113,195,950 527,946 45,278,400 210,960 24,000,000 - - - - - - (56,999,999) - - - - - 893,112 209,675,078 285 3,000,001 ---- 28 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 Options Grant date Expiry date Balance at the start Granted during the year Exercise Price $ Exercised during the year Expired during the year Balance at the end of the year Vested and exercisable at the end of the year Existing1 Existing1 14/07/17 14/07/21 2,250,001 30/11/17 14/07/21 750,000 - - 0.400 0.400 Converting loans 4/06/19 14/07/22 Debt extinguishment 12/08/19 14/07/22 Capital raising 12/08/19 14/07/22 Broker Directors 12/08/19 14/07/22 28/11/19 28/11/22 - - - - - 11,000,000 0.030 13,200,727 0.030 113,195,950 0.030 (125,000) 45,278,400 0.030 24,000,000 0.030 - - 3,000,001 206,675,077 (125,000) - - - - - - - - - - - - 2,250,001 2,250,001 750,000 750,000 11,000,000 11,000,000 13,200,727 13,200,727 113,070,950 113,070,950 45,278,400 45,278,400 24,000,000 24,000,000 209,550,078 209,550,078 1 As a result of the consolidation on 12 June 2019, the previous number of options on issue (60,000,000) consolidated to 3,000,001, and the exercise price increased, from $0.02 to $0.40. Subsequent to 30 June 2019, an additional 206,675,077 options were issued, with an exercise price of $0.03 per option. The fair value of the options issued was calculated using Black-Scholes modelling. A fair value of 1.166c and 0.879c respectively for re- compliance and director’s options were calculated. The following inputs were used in the calculation: Options issued on re-compliance Directors options Valuation date (equal to grant date under AASB 2) Exercise price Expiration date Share price at valuation date Risk free rate of interest Company share price volatility Fair value The value recognised on issue of options is as follows: Name Re-compliance options Broker options Debts to equity options Total Directors options James Allchurch Patrick Burke Ben Phillips Total 3 cents 12 August 2019 28 November 2019 3 cents 14 July 2020 28 November 2022 $0.016 0.62% p.a. 110% p.a. $0.00879 $0.020 0.7% p.a. 110% p.a. $0.01166 Quantity 45,278,400 13,200,727 58,479,127 12,000,000 6,000,000 6,000,000 24,000,000 AUD$ 527,946 153,920 681,867 105,480 52,740 52,740 210,960 The Broker options were considered to be capital raising costs, the value recorded was deducted against share capital. The debt-to-equity options were (along with 13,200,727 ordinary shares) issued to creditors to extinguish certain liabilities, and the excess of the fair value of the shares and options issued to the book value of the liabilities extinguished was expensed to profit and loss. The options issued to Directors were expensed in accordance with AASB 2. The options that attached to the shares issued as part of the capital raising, and the options that attached to the conversion of the convertible note, have been treated as freely attaching to the underlying issue of ordinary shares, and therefore have not been assigned any additional value. All the options above vested on grant of the respective options. ---- 29 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 d. Capital Management Management controls the capital of the group in order to maintain a good debt to equity ratio, provide the shareholders with adequate returns and ensure that the group can fund its operations and continue as a going concern. There are no externally imposed capital requirements. Management effectively manages the group’s capital by assessing the group’s financia l risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions t o shareholders and share issues. NOTE 11: ACQUISITION OF FOCUS EXPLORATION PTY LTD Summary of acquisition During the period, Mandrake Resources Ltd acquired 100% of the issued share capital of Focus Exploration Pty Ltd (Focus) by way of the issue of 12,500,000 Mandrake shares to the shareholders of Focus at a fair value 0f $0.02 per share. Focus is a Proprietary limited company which holds the Berinka Project in the Northern Territory. The assets and liabilities recognised as a result of the acquisition are as follows: Fair value Cash Exploration and evaluation expenditure Trade and other payables Fair Value of the Net Assets acquired $ 100 249,900 - 250,000 The Company gained control of Focus on 12 August 2019 with a shareholding of 100% pursuant to the completion of the re- compliance work articulated in the Prospectus dated 21 May 2019. Total cash outflows relating to the acquisition of Focus was nil. The purchase of Focus shares was funded entirely by the is sue of Mandrake shares. Cash received on the acquisition of Focus was $100, resulting in a net cash inflow in investing activities in the statement of cash flows of $100. The only liabilities originally sitting in that company were Director’s loans, which had been forgiven in full prior to the acquisition. NOTE 12: COMMITMENTS AND CONTINGENCIES There are no material commitments or contingencies within the group at reporting date. NOTE 13: EVENTS SUBSEQUENT TO BALANCE DATE Notices to exercise 21,300,000 options exercisable at $0.03 per option were received and 21,300,000 shares were issued accordingly raising $639,000 before costs for the Company. The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has not significantly impacted the entity up to 30 June 2020, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situat ion is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, s uch as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. Other than the above, there have been no significant events after the reporting date. NOTE 14: CASH FLOW INFORMATION Reconciliation of profit/(loss) after income tax expense to net cash used in operating activities Loss for the year Non-cash items recorded in Profit and Loss: Debt extinguishment Share-based payments Changes in working capital balances Trade and other receivables Trade and other payables ---- 30 ---- 2020 $ 2019 $ (788,931) (547,107) 153,920 210,960 8,537 (272,264) (687,777) - - (57,309) 418,197 (186,219) MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 NOTE 15: RELATED PARTY TRANSACTIONS a. Related parties The Group’s main related parties are as follows: (i) Entities exercising control over the Group: The ultimate parent entity that exercises control over the Group is, Mandrake Resources Limited which is incorporated in Australia. (ii) Key management personnel: Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity, are considered key management personnel. For details of disclosures relating to key management personnel, refer below and Note 16. (iii) Entities subject to significant influence by the Group: An entity that has the power to participate in the financial and operating policy decisions of an entity, but does not have control over those policies, is an entity that holds significant influence. Significant influence may be gained by share ownership, statute or agreement. b. Transactions with related parties Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. The following transactions occurred with related parties: • Steinepreis Paganin, an entity associated with Mr Peter Wall, had liabilities of $222,909 settled during the year via shares, options and cash and discounts given to the Company. Steinepreis Paganin invoiced the Company $37,350 including GST during the year (2019: invoiced $172,271 (incl GST)) in relation to legal services provided to the Company. $5,603 (incl GST) remains owing at 30 June 2020 (2019: $222,909 (including GST)). • Pheakes Pty Ltd, a company controlled by Mr Peter Wall, had liabilities of $69.300 (incl. GST settled by cash and the issue of securities during the year. Director’s fees of $6,600 (incl. GST) were paid to Pheakes Pty Ltd during the year. Nil was owing at year end (2019; $69,300 (incl. GST)). • Chaperon Corporate, an entity associated with Graham Durtanovich, had liabilities of $58,399 (incl. GST) s settled by cash and the issue of securities during the year. Director fees of $9,900 (including GST) were paid during the year and $26,702 iincluding GST were paid to Chaperone Corporate for accounting work. Nil remains owing at year end (2019: $58,399 including GST). • Ironside Capital was engaged as Corporate Advisor on 23 April 2019 received $123,907 (incl GST) (2019: $nil) for pre and post re-quotation corporate advisory fees. Ben Phillips is employed by Ironside Capital. The Ironside Capital mandate terminated in May 2020. James Allchurch is one of the Focus Shareholders and received 2,500,000 consideration shares pursuant to the acquisition of Focus Exploration Pty Ltd. Connected Energy Solutions, and entity associated with Graham Durtanovich was issued 3,250,500 shares and 3,250,000 attaching options in lieu of debts owed to Chaperon Corporate, an entity also associated with Mr Durtanovich. Ben Phillips participated in a Convertible Loan Agreement with the Company to the value of $20,000. The Convertible Note Agreement converted on the basis of one share and one attaching option for every $0.02 invested with the attaching option having a strike price of $0.03 and an expiry date of 14 July 2022. On conversion, 1,000,000 Shares and 1,000,000 options were issued to Deep36 Pty Ltd ATF Deep Super, (an entity controlled by Mr Phillips). 1,710,500 shares and 1,710,500 options were issued to Bob Alfred Pty Ltd ATF the Bob Alfred Trust (an entity controlled by Mr Phillips) in lieu of debts owed to Mr Phillips by the Company. Ironside Capital Pty Ltd, an entity associated with Ben Phillips, has a corporate mandate for monthly services at $7,700 (incl GST). 7,805,000 shares and 5,305,000 options were issued to Pheakes Pty Ltd and the Wall Family superannuation fund, both entities controlled by Mr Wall, on re-compliance by the Company and in lieu of debts owed to Mr Wall. In May 2019 Peter Wall participated through a Convertible Loan Agreement for $50,000. The Convertible Note Agreement converted on the basis of one share and one attaching option for every $0.02 invested with the attaching option having a strike price of $0.03 and an expiry date of 14 July 2022. On conversion, 1,000,000 Shares and 1,000,000 options were issued to Pheakes Pty Ltd. There were no other transactions with KMP and their related parties other than what is disclosed above and Note 16. ---- 31 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 NOTE 16: KEY MANAGEMENT PERSONNEL COMPENSATION Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2020. The totals of remuneration paid to KMP of the Company and the Group during the year are as follows: Short-term employee benefits Post-employment benefits Other long-term benefits Share-based payments Total KMP compensation Short-term employee benefits 2020 $ 2019 $ 318,718 108,000 - - 210,960 529,678 - - - 108,000 These amounts include fees and benefits paid to the non-executive Chair, non-executive directors and executive directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP. These amounts are the current-year’s estimated costs of providing for the Group’s defined benefits scheme post- retirement, superannuation contributions made during the year and post-employment life insurance benefits. Share-based payments 24,000,000 options were approved at the 2019 Annual General Meeting. Further information on the options are detailed in note 10c. above. Further information in relation to KMP remuneration can be found in the directors’ report. NOTE 17: AUDITOR’S REMUNERATION Remuneration of the auditor for: 2020 $ 2019 $ – auditing or reviewing the financial statements – BDO Audit (WA) Pty Ltd 61,654 37,591 Remuneration of the auditor for non-assurance services: – – – Tax returns Relisting services Other 12,465 3,840 2,308 80,266 9,864 18,690 - 66,145 NOTE 18: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Interest Rate Risk At reporting date, the Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s cash. The Group constantly analyses its exposure to interest rates, with consideration given to potential renewal of existing positions, the mix of fixed and variable interest rates and the period to which deposits may be fixed. At reporting date, the Group had the following financial assets exposed to variable interest rates that are not designated in cash flow hedges: Financial Assets Cash and cash equivalents – interest bearing 3,305,851 84,115 2020 $ 2019 $ ---- 32 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 Sensitivity At 30 June 2020, if interest rates had increased by 0.25% from the year end variable rates with all other variables held constant, post tax profit and equity for the group would have been $8,265 higher (2019: changes of 0.5% $421 higher). The 0.25% (2019: 0.5%) sensitivity is based on reasonably possible changes over a financial year, using an observed range of historical RBA movement s over the last year. Liquidity Risk The Group has no significant exposure to liquidity risk as there is effectively no debt. The Group manages liquidity risk by monitoring immediate and forecast cash requirements and ensuring adequate cash reserves are maintained. Credit Risk Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in a financial loss to the Group. The Group has adopted the policy of dealing with creditworthy counterparties and obtaining sufficient collateral or other securit y where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group measures credit risk on a fair value basis. Significant cash deposits are with institutions with a minimum credit rating of AA (or equivalent) as determined by a reputable credit rating agency e.g. Standard & Poor. The Group does not have any other significant credit risk exposure to a single counterparty or any group of counterparties ha ving similar characteristics. NOTE 19: PARENT ENTITY DISCLOSURES The following information has been extracted from the books and records of the parent and has been prepared in accordance with Accounting Standards. Financial position of the parent entity at year end Current assets Non-current assets Total assets Current Liabilities Total liabilities Total equity of the parent entity comprising of: Share capital Reserves Accumulated losses Total equity Statement of Profit or Loss and Other Comprehensive Income Total Profit/(loss) Total comprehensive loss COMMITMENTS AND CONTINGENCIES 2020 $ 3,440,553 593,475 4,034,028 180,761 180,761 2019 $ 161,969 - 161,969 651,556 651,556 17,470,027 13,011,070 893,112 220,285 (14,509,872) (13,720,941) 3,853,267 (489,586) (788,931) (788,931) (547,107) (547,107) Mandrake Resources Limited does not have any commitments and contingent assets and liabilities at 30 June 2020. NOTE 20: CONTROLLED ENTITIES Focus Exploration Pty Ltd was acquired during the financial year and is 100% owned (refer note 11). ---- 33 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 NOTE 21: FAIR VALUES OF FINANCIAL INSTRUMENTS Recurring fair value measurements The Group does not have any financial instruments that are subject to recurring or non-recurring fair value measurements Fair values of financial instruments not measured at fair value Due to their short-term nature, the carrying amounts of current receivables and current trade and other payables is assumed to equal their fair value. ---- 34 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 DIRECTORS’ DECLARATION The Directors declare that: (a) (b) (c) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; in the Directors’ opinion, the attached financial statements and notes thereto are in compliance with International Financial Reporting Standards, as stated in note 1 to the financial statements; in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Company; and (d) the Directors have been given the declarations required by s.295A of the Corporations Act. Signed in accordance with a resolution of the Directors made pursuant to s.295 (5) of the Corporations Act 2001. James Allchurch Managing Director Dated 25 September 2020 ---- 35 ---- Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia INDEPENDENT AUDITOR'S REPORT To the members of Mandrake Resources Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Mandrake Resources Limited (the Company) and its subsidiary (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its financial performance for the year ended on that date; 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 in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with 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 (including Independence Standards) (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. 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. BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent a firms. Liability limited by a scheme approved under Professional Standards Legislation. Carrying value of Exploration and Evaluation asset Key audit matter How the matter was addressed in our audit The carrying value of the capitalised exploration and Our procedures included, but were not limited to: evaluation asset as at 30 June 2020 is disclosed in Note 8 of the financial report. (cid:127) Obtaining a schedule of the areas of interest held by the Group and assessing whether the As the carrying value of the Exploration and Evaluation rights to tenure of those areas of interest Asset represents a significant asset of the Group, we remained current at balance date; considered it necessary to assess whether any facts or circumstances exist to suggest that the carrying amount of this asset may exceed its recoverable amount. (cid:127) Considering the status of the ongoing exploration programmes in the respective areas of interest by holding discussions with management, and reviewing the Group’s In accordance with AASB 6 Exploration for and exploration budgets, ASX announcements and Evaluation of Mineral Resources (AASB 6), the director’s minutes; recoverability of exploration and evaluation expenditure requires significant judgment by management in determining whether there are any facts or circumstances that exist to suggest that the carrying amount of this asset may exceed its recoverable amount. As a result, this is considered a key audit matter. (cid:127) Considering whether any such areas of interest had reached a stage where a reasonable assessment of economically recoverable reserves existed; (cid:127) (cid:127) Considering whether there are any other facts or circumstances existing to suggest impairment testing was required; and Assessing the adequacy of the related disclosures in Note 8 to the financial report. Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2020, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and 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, 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 the 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 ability of the group 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 Group or to cease operations, or has no realistic alternative but to do so. 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 the 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 this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included on pages 11 to 15 of the directors’ report for the year ended 30 June 2020. In our opinion, the Remuneration Report of Mandrake Resources Limited, for the year ended 30 June 2020, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company 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 conducted in accordance with Australian Auditing Standards. BDO Audit Pty Ltd Jarrad Prue Director Perth, 25 September 2020 MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 JUNE 2017 ASX ADDITIONAL INFORMATION The shareholder information set out below was applicable as at 13 September 2020. As at 13 September 2020 there were 1,376 holders of Ordinary Fully Paid Shares VOTING RIGHTS The voting rights of the ordinary shares are as follows: (a) (b) (c) at meetings of members each member entitled to vote may vote in person or by proxy or attorney; on a show of hands each person present who is a member has one vote; and on a poll each person present in person or by proxy or by attorney has one vote for each ordinary share held There are no voting rights attached to any of the options that the Company currently has on issue. Upon exercise of these opt ions, the shares issued will have the same voting rights as existing ordinary shares. TWENTY LARGEST SHAREHOLDERS The names of the twenty largest shareholders as at 13 September 2020 are as follows: Ordinary Fully Paid Shares Holder Name SANDHURST TRUSTEES LTD BELLARINE GOLD PTY LTD MR ALASTAIR CARDNO GREENSEA INVESTMENTS PTY LTD PHEAKES PTY LTD MELBOR PTY LTD J P MORGAN NOMINEES AUSTRALIA PTY LIMITED DR SALIM CASSIM BLUEKNIGHT CORPORATION PTY LTD BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD ONGAVA PTY LTD CONNECTED ENERGY SOLUTIONS PTY LTD BEDEL & SOWA CORP PTY LTD MARTINI 29 PTY LTD SCINTILLA STRATEGIC INVESTMENTS LIMITED JAMES PETER ALLCHURCH MR RYAN JOHN RAY VITALI & MRS HOLLY DIANA VITALI PURESTEEL HOLDINGS PTY LTD MR PETER CHRISTOPHER WALL & MRS TANYA-LEE WALL PHEAKES PTY LTD Totals Holding 31,465,095 17,197,853 8,073,984 7,000,000 5,305,000 5,000,000 4,900,000 4,500,000 4,340,227 4,000,000 3,700,000 3,250,500 3,000,000 3,000,000 3,000,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 % IC 10.93% 5.98% 2.81% 2.43% 1.84% 1.74% 1.70% 1.56% 1.51% 1.39% 1.29% 1.13% 1.04% 1.04% 1.04% 0.87% 0.87% 0.87% 0.87% 0.87% 120,232,659 41.78% SUBSTANTIAL HOLDERS The following substantial holder notices have been received by the Company: Holder Name SANDHURST TRUSTEES LTD Holding 24,465,095 % IC 9.19% ---- 39 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 ASX ADDITIONAL INFORMATION (CONT) DISTRIBUTION OF EQUITY SECURITIES Ordinary Fully Paid Shares Unmarketable Parcels – 676 Holders comprising a total of 135,184 ordinary fully paid shares. This is based on a price of $0.075, being the closing trading price on 13 September 2020. Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals RESTRICTED SECURITIES Holders Total Units % Issued Share Capital 649 25 21 345 335 1,375 56,191 67,325 175,973 17,347,144 270,119,877 287,766,510 0.02% 0.02% 0.06% 6.03% 93.87% 100.00% As at 13 September 2020 the following securities are subject to escrow: 15,700,727 Ordinary fully paid shares escrow expiring 14 August 2021 60,229,127 Options expiring 14 July 2022 @ $0.03 escrow expiring 14 August 2021 UNQUOTED SECURITIES As at 13 September 2020, the following unquoted securities are on issue: 3,000,001 Options Expiring 14 July 2021 @ $0.40 – 21 Holders Holders with more than 20% - Nil 60,229,127 Options expiring 14 July 2022 @ $0.03 escrow expiring 14 August 2021 – 28 Holders Holders with more than 20% - Nil 125,000 Options expiring 14 July 2022 @ $0.03 – 1 Holder Holders with more than 20% Holder Name Rebecca Simone Robson Holding 125,000 % IC 100.00% ---- 40 ---- MANDRAKE RESOURCES LIMITED ABN 60 006 569 124 ANNUAL REPORT 30 June 2020 500,000 Options expiring 14 July 2022 @ $0.03 – 1 Holder Holders with more than 20% Holder Name Rec (WA) Pty Ltd 500,000 Options expiring 14 July 2022 @ $0.03 – 1 Holder Holders with more than 20% Holder Name JM Phillips Pty Ltd 125,000 Options expiring 14 July 2022 @ $0.03 – 1 Holder Holders with more than 20% Holder Name Stephen Colin Stanley Robson 1,000,000 Options expiring 14 July 2022 @ $0.03 – 2 Holders Holders with more than 20% Holder Name Larfrae Pty Ltd Markota Pty Ltd 250,000 Options expiring 14 July 2022 @ $0.03 – 1 Holder Holders with more than 20% Holder Name Ratatat Investments Pty Ltd 98,520,950 Options expiring 14 July 2022 @ $0.03 – 357 Holders Holders with more than 20% - Nil ON-MARKET BUY BACK There is currently no on-market buyback program. USE OF FUNDS Holding 500,000 % IC 28.57% Holding 500,000 % IC 100.00% Holding 125,000 % IC 100.00% Holding 500,000 500,000 % IC 50.00% 50.00% Holding 250,000 % IC 100.00% Mandrake Resources Ltd has used cash and cash equivalents on hand at re-quotation in a manner consistent with stated business objectives. ---- 41 ----