Metalicity Limited
Annual Report 2020

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Metalicity Limited For the year ended 30 June 2020 Corporate Directory Directors Mathew Longworth – Non-executive Chairman Jason Livingstone – Managing Director Justin Barton – Finance Director Andrew Daley – Non-executive Director Company Secretary Nick Day (appointed 24 September 2020) Neil Hackett (resigned 23 September 2020) Auditors Stantons International Level 2 1 Walker Avenue West Perth WA 6005 Solicitors Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000 Bankers ANZ Cnr Hay and Outram Street West Perth WA 6005 Registered Office Level 25, 108 St Georges Terrace Perth WA 6000 Telephone: Facsimile: +61 8 9324 1053 +61 8 9324 3366 Share Registry Link Market Services Limited Level 14 152 St Georges Terrace Perth WA 6000 Investor Enquiries: Facsimile: 1300 554 474 (02) 9287 0303 Securities Exchange Listing Securities of Metalicity Limited are listed on the Australian Securities Exchange (ASX). ASX Code: MCT Web Site: www.metalicity.com.au 1 Contents Directors’ report Corporate Governance Statement Auditor’s independence declaration Independent auditor’s report Directors’ declaration Annual financial statements Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the financial statements Australian Securities Exchange (ASX) Additional Information Page 3 29 30 31 35 36 37 38 39 40 68 2 Directors’ Report The Directors of Metalicity Limited submit herewith the annual financial report of the Company and its subsidiaries (the “Group”) for the financial year ended 30 June 2020. Directors The names and particulars of the Directors of the Company during or since the end of the financial year are: Name Particulars Mathew Longworth Non-Executive Chairman (appointed Chairman on 1 July 2019) Jason Livingstone Managing Director (appointed 1 July 2019) Justin Barton Finance Director Andrew Daley Non-Executive Director (resigned as Chairman on 1 July 2019) The above-named Directors held office during and since the financial year, except as otherwise indicated. Principal Activities The Group’s principal activity as at the date of this report is mineral exploration and development of the Kookynie and Yundamindra Gold Projects that the Company is earning into from Nex Metals Explorations Ltd. Review of Operations and Results Throughout the year the Company completed a strategic review of its mineral projects and refocussed Metalicity’s activities no driving shareholder value by concentrating on the Kookynie and Yundamindra gold projects. The outcome of this new focus has been immediate and highly encouraging. Kookynie & Yundamindra Gold Projects On the 6th May 2019 the Company announced it had entered into a farm-in agreement with Nex Metals (ASX: NEX) for the Kookynie and Yundamindra projects, which sees Metalicity enter the Eastern Goldfields to explore for precious metals. Under the agreement with Nex Metals the Company has the right to farm-in to the projects for an initial spend of $500,000 within the first 12 months with the right to earn a 51% interest in the projects by spending a total of $5 million within five years. As of 31 August 2020, the Company had spent a total of ~$1.6m at the projects through exploration programmes as well as the purchase of (i) an additional prospecting tenement adjacent to the Champion Lease and (ii) two farm in agreements & (iii) tenement applications within the area. The Kookynie and Yundamindra Projects are located approximately 180km north of the town of Kalgoorlie and present an opportunity to develop a high-grade gold resource based off historic exploration within the area. The Kookynie project hosts the historical mining centres of Diamantina-Cosmopolitan-Cumberland, known as the DCC trend, as well as McTavish, Leipold, Champion and Altona. Each of the historic mining operations were highly successful, with the Cosmopolitan gold mine producing 360,000 ounces of gold from discovery from 1895 to 1922. During the early part of last century, the Cosmopolitan mine ranked as one of the largest and most profitable gold mines in Western Australia. These former mining operations have remained untested by modern exploration, particularly the potentially rich plunge extensions of the main mineralised shoots. 3 A JORC 2012 compliant Exploration Target was announced on the 12th March 2020 based off previous production and exploration work. Directors’ Report Prospect Diamantina-Cosmopolitan-Cumberland (DCC) Trend Diamantina-Cosmopolitan-Cumberland (DCC) Trend Diamantina-Cosmopolitan-Cumberland (DCC) Trend Diamantina-Cosmopolitan-Cumberland (DCC) Trend Diamantina-Cosmopolitan-Cumberland (DCC) Trend Diamantina-Cosmopolitan-Cumberland (DCC) Trend previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development Overall Ounce Range Overall Ounce Range Overall Ounce Range Overall Ounce Range Overall Ounce Range Overall Ounce Range The Champion Prospect The Champion Prospect The Champion Prospect The Champion Prospect The Champion Prospect The Champion Prospect The Champion Prospect The Champion Prospect The Champion Prospect The Champion Prospect The Champion Prospect previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development Overall Ounce Range The McTavish Prospect The McTavish Prospect The McTavish Prospect The McTavish Prospect The McTavish Prospect The McTavish Prospect The McTavish Prospect The McTavish Prospect The McTavish Prospect The McTavish Prospect The McTavish Prospect The McTavish Prospect previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development Overall Ounce Range Overall Ounce Range Overall Ounce Range Overall Ounce Range Overall Ounce Range Overall Ounce Range Overall Ounce Range The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect The Leipold Prospect previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development previously excluded area of underground development Overall Ounce Range Overall Ounce Range Overall Ounce Range Overall Ounce Range Overall Ounce Range Overall Ounce Range Kookynie Gold Project "Exploration Target" Summation Grade Range Tonnage Range Lower g/t Au Upper g/t Au Lower tonnes Upper Tonnes 600,000 1,000,000 300,000 600,000 10.0 6.0 15.0 10.0 3.6 2.0 1.8 1.5 1.5 1.5 6.0 4.0 5.0 5.0 5.0 4.0 200,000 60,000 250,000 100,000 500,000 100,000 400,000 150,000 500,000 200,000 800,000 200,000 Ounces Lower ounce range Upper Ounce Range 100,000 115,000 215,000 25,000 4,000 29,000 15,000 5,000 20,000 25,000 5,000 30,000 290,000 320,000 610,000 80,000 20,000 100,000 80,000 32,000 112,000 120,000 25,000 145,000 Table 1 – Kookynie Gold Project Exploration Target(1) (1) Please note the “Exploration Target” cautionary statement: The potential quantity and grade is conceptual in nature and there has been insufficient exploration to estimate a Mineral Resource. It is uncertain if further exploration will result in the estimation of a Mineral Resource. Based on the above tabulation, the Kookynie Gold Project has a total “Exploration Target” of between 294,000 ounces and 967,000 ounces and includes historically stated mineral resource estimates and previously excluded areas of underground development. Work to date by the Company in drilling, mapping and sampling has supported historical work and provided confidence to including it in the “Exploration Target”. At Cosmopolitan, the mineralisation is extrapolated some 200 metres to 300 metres down dip from historic workings to estimate the Exploration Target. The update is based on the Company’s review of historical reports, sampling and the results of the company’s drilling and exploration work. Historical reports from 1905, detailed channel sampling conducted during the development of the gold mine, coupled with a mineralisation estimate (actual date of publishing was 1989) illustrated that in both sets of information detailed remnant mineralisation was evident. The Company has drill tested part of the Cosmopolitan Gold Mine that was excluded in this May 2019 estimated Exploration Target. A drill hole result from within the Cosmopolitan Gold Mine returned 2 metres @ 22.1 g/t Au from 76 metres (please refer to ASX Announcement dated 31 July 2019 titled “Metalicity Confirms Mineralisation”) coupled with other significant intercepts in the general area (detailed in that same announcement dated 31 July 2019), has instigated a review of the “Exploration Target” in this area. At Diamantina and Cumberland, mineralisation is extrapolated 300 metres to 500 metres down dip and 700 metres along strike. The maximum grade is assumed to be the historically mined grade of Cosmopolitan as the Diamantina and Cumberland are strike continuations of that mineralisation. The revision of the “Exploration Target” within the Diamantina and Cumberland Prospects is due to the extrapolation and confirmation of information previously excluded from the original May 2019 estimate. At Champion, McTavish and Leipold, the mineralisation is extrapolated between 150 metres to 200 metres down dip and along strike. The upper grade is assumed to be between 1.5 g/t Au and 6 g/t Au based on averages of significant drill hole intersections (both historic and recent) within the structures hosting mineralisation. 4 Directors’ Report During the financial year, Metalicity has completed several rounds of exploration drilling at Kookynie to test plunge extensions at the historic mining centres, with a series of highly prospective results confirming significant mineralisation potential (please refer to ASX Announcements listed after Table 2). Results returned during the year are tabled over page which summarises the significant intercepts returned from recent drilling programmes. Figure 1 – Kookynie Prospect Locality Map with recent drill holes and mineralised trends. 5 Directors’ Report Pros pect Pros pect Pros pect Pros pect Pros pect Pros pect Hole ID Teneme nt Hol e Type Ea s ti ng Northing RL EOH Dip Azi From (m) To (m) MGA 94 Zone 51 South LPRC0001 RC 350,744 6,752,130 420 48 -60 250 i ncl udi ng i ncl udi ng i ncl udi ng -60 250 LPRC0002 RC 350,760 6,752,040 431 42 i ncl udi ng LPRC0003 LPRC0004 LPRC0005 LPRC0006 LPRC0007 LPRC0008 LPRC0009 LPRC0010 LPRC0011 LPRC0012 LPRC0013 LPRC0015 RC RC 350,766 6,752,030 431 42 350,785 6,752,027 431 350,713 6,752,113 430 350,732 6,752,121 430 350,720 6,752,092 350,739 6,752,099 350,728 6,752,074 350,746 6,752,081 430 430 430 430 350,765 6,752,088 430 60 30 36 30 36 30 36 54 -60 -60 250 250 i ncl udi ng -60 250 i ncl udi ng -60 250 -60 250 -60 -60 -60 -60 250 250 250 250 -60 250 RC 350,784 6,752,096 430 350,751 6,752,128 430 350,757 6,752,107 430 78 -60 250 Incl udi ng 54 60 -60 250 -60 250 Incl udi ng Lei pol d Lei pol d Lei pol d Lei pol d Lei pol d Lei pol d Lei pol d LPRC0016 M40/22 350,776 6,752,114 430 84 -60 250 LPRC0014 LPRC0017 LPRC0018 LPRC0019 LPRC0020 LPRC0021 LPRC0022 LPRC0023 LPRC0024 LPRC0025 LPRC0026 LPRC0027 LPRC0028 LPRC0029 LPRC0030 LPRC0031 LPRC0032 LPRC0033 LPRC0034 LPRC0035 LPRC0036 LPRC0037 LPRC0038 RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC 350,769 6,752,135 430 350,736 6,752,057 350,755 6,752,064 350,774 6,752,071 350,792 6,752,079 350,745 6,752,037 350,764 6,752,044 430 430 430 430 430 430 75 30 42 54 72 30 42 -60 -60 -60 -60 -60 -60 -60 250 250 250 250 250 250 250 350782.5 6752051.2 430 60 -60 250 350801.2 6752058.5 430 350,753 6,752,019 430 350,772 6,752,026 350,759 6,751,999 350,778 6,752,006 350,763 6,751,977 350,781 6,751,984 350,775 6,751,941 350,794 6,751,948 350,790 6,752,033 430 430 430 430 430 430 430 430 350,809 6,752,041 430 350,796 6,752,014 430 350,815 6,752,021 430 350,800 6,751,991 430 350,819 6,751,999 430 78 30 40 36 42 30 40 30 48 60 78 60 78 60 78 -60 250 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 250 250 250 250 250 250 250 250 250 250 250 -60 250 -60 -60 250 250 Continued over page. 34 34 39 40 18 19 26 24 26 38 38 9 18 26 15 21 18 32 41 31 42 42 33 30 35 40 46 49 52 54 23 39 57 26 37 41 53 58 24 15 31 25 26 44 59 69 43 60 43 37 43 41 22 21 29 30 28 46 41 12 21 27 19 25 22 33 43 32 46 45 37 31 44 42 47 50 64 57 27 42 60 30 39 42 54 64 32 19 34 31 36 47 67 70 45 65 Down Hol e Wi dth (m) 9 3 3 1 4 2 3 6 2 8 3 3 3 1 4 4 4 1 2 1 4 3 4 1 9 2 1 1 12 3 4 3 3 4 2 1 1 6 8 4 3 6 Gra de (Au g/t) Comments 7.31 7.91 10.4 31.2 7.1 10.8 3.4 9.4 19 3.2 6.3 6.81 9.92 2.7 3.71 4.12 7.08 1.98 8.57 1.26 16.3 20.7 9m @ 7.31 g/t Au from 34m i nc. 3m @ 7.91 g/t Au from 34m i nc. 3m @ 10.4 g/t Au from 39m i nc. 1m @ 31.2 g/t Au from 40m 4m @ 7.1 g/t Au from 18m i nc. 2m @ 10.8 g/t Au from 19m 3m @ 3.4 g/t Au from 26m 6m @ 9.4 g/t Au from 24m i nc. 2m @ 19 g/t Au from 26m 8m @ 3.2 g/t Au from 38m i nc. 3m @ 6.3 g/t Au from 38m 3m @ 6.81g/t Au from 9 m 3m @ 9.92g/t Au from 18 m 1m @ 2.7g/t Au from 26 m 4m @ 3.71g/t Au from 15 m 4m @ 4.12g/t Au from 21 m No i nterce pt >1g/t Au 4m @ 7.08g/t Au from 18 m 1m @ 1.98g/t Au from 32 m 2m @ 8.57g/t Au from 41 m 1m @ 1.26g/t Au from 31 m 4m @ 16.3g/t Au from 42 m i nc. 3m @ 20.7g/t Au from 42 m 13.28 4m @ 13.28g/t Au from 33 m 2.69 5.7 17.9 1.26 4.48 2.34 5.1 3.69 2.21 - 2.7 4.63 1.55 2.39 2.87 2.92 1.2 4.59 1.77 1m @ 2.69g/t Au from 30 m 9m @ 5.7g/t Au from 35 m i nc. 2m @ 17.9g/t Au from 40 m 1m @ 1.26g/t Au from 46 m 1m @ 4.48g/t Au from 49 m 12m @ 2.34g/t Au from 52 m i nc. 3m @ 5.1g/t Au from 54 m No i nterce pt >1g/t Au No i nterce pt >1g/t Au 4 m @ 3.69 g/t Au from 23m 3 m @ 2.21 g/t Au from 39m Void - Hi s tori cal Workings Inters e cted No i nterce pt >1g/t Au 4 m @ 2.7 g/t Au from 26m 2 m @ 4.63 g/t Au from 37m 1 m @ 1.55 g/t Au from 41m 1 m @ 2.39 g/t Au from 53m 6 m @ 2.87 g/t Au from 58m No i nterce pt >1g/t Au 8 m @ 2.92 g/t Au from 24m 4 m @ 1.2 g/t Au from 15m 3 m @ 4.59 g/t Au from 31m No i nterce pt >1g/t Au 6 m @ 1.77 g/t Au from 25m No i nterce pt >1g/t Au 10 3.21 10 m @ 3.21 g/t Au from 26m No i nterce pt >1g/t Au No i nterce pt >1g/t Au 3 8 1 2 5 2.46 4.05 3.07 8.52 2.56 3 m @ 2.46 g/t Au from 44 m 8 m @ 4.05 g/t Au from 59 m 1 me tre @ 3.07 g/t Au from 69 m 2 m @ 8.52 g/t Au from 43 m 5 m @ 2.56 g/t Au from 60 m 6 Directors’ Report MGA 94 Zone 51 South Pros pect Pros pect Pros pect Pros pect Pros pect Hol e ID Tenement Hol e Type Ea sting Northing RL EOH Di p Azi From (m) To (m) Down Hol e Wi dth (m) Gra de (Au g/t) Comments McTRC0001 McTRC0002 McTRC0003 M40/77 McTRC0004 McTRC0005 McTRC006 McTRC007 McTRC008 McTRC009 McTRC010 McTa vi sh McTRC011 M40/77 McTRC012 McTRC013 McTRC014 McTRC015 CPRC0001 CPRC0002 CPRC0003 CPRC0004 CPRC0005 M40/27 Champion Champion Champion Champion Champion Champion Champion DCC Trend DCC Trend DCC Trend DCC Trend DCC Trend DCC Trend DCC Trend 350,647 6,754,118 423 112 350,647 6,754,098 350,576 6,754,153 350,596 6,754,153 424 423 423 350,618 6,754,083 424 350,599 6,754,095 423 350,595 6,754,080 423 350,635 6,754,080 423 350,655 6,754,080 423 350,590 6,754,120 423 350,610 6,754,120 423 350,630 6,754,125 423 350,575 6,754,050 423 350,595 6,754,050 423 350,615 6,754,050 423 84 30 48 66 42 48 72 84 36 54 66 36 42 54 352,224 6,757,503 352,265 6,757,582 417 416 352,158 6,757,586 417 112 138 48 352,149 6,757,566 417 30 -60 270 i ncludi ng -60 -60 -60 -60 270 270 270 270 i ncludi ng 270 270 270 270 270 270 270 270 270 270 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 270 250 270 270 i ncludi ng Includi ng 352,167 6,757,631 417 42 -60 270 RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC 33 67 67 73 14 48 51 32 23 79 20 36 54 20 39 39 71 68 76 15 35 53 52 34 26 82 25 40 58 21 41 40 4 1 3 1 2 5 1 2 3 3 5 4 4 1 2 1 6.4 4m @ 6.4 g/t Au from 67m 15.47 i nc. 1m @ 15.47 g/t Au from 67m 1.41 3m @ 1.41 g/t Au from 73m 1.9 2.2 1m @ 1.9 g/t Au from 14m 2m @ 2.2 g/t Au from 33m 17.9 5m @ 17.9 g/t Au from 48m 80.17 3.76 6.33 2.06 4.17 5.01 4.64 - 14.11 19.42 i nc. 1m @ 80.17 g/t Au from 51m 2 m @ 3.76 g/t Au from 32 m 3 m @ 6.33 g/t Au from 23 m No intercept >1g/t Au 3 m @ 2.06 g/t Au from 79 m 5 m @ 4.17 g/t Au from 20 m 4 m @ 5.01 g/t Au from 36 m 4 m @ 4.64 g/t Au from 54 m No intercept >1g/t Au Voi d - Hi s tori ca l Workings Intersected 2 m @ 14.11 g/t Au from 39 m i nc. 1 metre @ 19.42 g/t Au from 39 m Stope fi l l intersected - s tructure pres ent but mi ned out. 127 128 31 28 28 16 39 33 30 29 17 40 167 167.72 1 2 2 1 1 1 0.72 0.21 1.15 2 1.35 1.8 25.2 42.04 1.3 2.1 3.1 8.8 1.5 1.4 1m @ 1.35 g/t Au from 127m 2m @ 1.8 g/t Au from 31m 2m @ 25.2 g/t Au from 28m to EOH i nc. 1m @ 42.04 g/t Au from 28m 1m @ 1.3 g/t Au from 16m 1m @ 2.1 g/t Au from 39m 0.72m @ 3.1 g/t Au from 167m 0.21m @ 8.8 g/t Au from 173.07m 1.15m @ 1.5 g/t Au from 174.85m 2m @ 1.4 g/t Au from 72m Structure dil uted by Proterozoi c Dol eri te Dyke CDRCDD0001 M40/61 RC/DD Ta i l 354,377 6,753,209 427 186.33 -60 270 173.07 173.28 CLRC0001 M40/61 CDDD0001 E40/332 RC DD 354,153 6,754,058 354728 6753398 429 432 136 529.5 -60 -60 270 270 174.85 72 176 74 RC -60 148 430 354284 M40/61 6753513 CDRC0001 270 Table 2 – Significant Drill Hole Intercepts* *Please refer to announcements: ASX Announcement “Metalicity Confirms Mineralisation” dated 31 July 2019, ASX Announcement “Metalicity Confirms Additional Gold Mineralisation at Kookynie” dated 2 October 2019, ASX Announcement “Metalicity Reports Drill Hole Intercepts Up To 80 g/t Au & Additional Tenement Acquisition for Kookynie” dated 21 January 2020, ASX Announcement “Metalicity Continues to Deliver Spectacular Drill Hole Results for the Kookynie Gold Project” dated 25 June 2020, ASX Announcement “Metalicity Continues to Deliver Excellent Drill Hole Results for the Kookynie Gold Project” dated 2 July 2020, & ASX Announcement “Metalicity Delivers More Outstanding Drill Hole Results for the Kookynie Gold Project. Phase Two Drilling to Commence Imminently” dated 10 July 2020. 2m @ 22.1 g/t Au from 76m 22.1 76 78 2 These programmes have tested and confirmed extensive mineralisation at Diamantina, Cosmopolitan and Cumberland (collectively named the DCC Trend), as well as McTavish, Leipold and Champion. Please refer to Figure 1 for Prospect and tenure locations. The Leipold Prospect The Company is observing consistent widths and relatively consistent grades at the Leipold Prospect in relation to the structural framework that hosts the mineralisation. The Leipold Prospect is host to a JORC 2004 compliant mineral resource estimate. To date, Metalicity has 38 completed drill holes with all assays returned, 22 of those holes are significantly higher than the resource estimate grade defined in 2011. Results from this infill and step out drilling plus the results from LPRC0032, which define the strike extent, are being used by the Company to address aspects required under JORC 2012 compliancy within previously drilled areas. The objective is to completely redefine the overall size of this Prospect. Please refer to the figure below: 7 Directors’ Report Figure Two: Leipold Prospect Long Section Plane of Vein* *Please refer to ASX Announcement “Metalicity Continues to Deliver Spectacular Drill Hole Results for the Kookynie Gold Project” dated 25 June 2020, ASX Announcement “Metalicity Continues to Deliver Excellent Drill Hole Results for the Kookynie Gold Project” dated 2 July 2020 & ASX Announcement titled “Metalicity Reports Drill Hole Intercepts Up To 80 g/t Au, Additional Tenement Acquisition for Kookynie” dated 21 January 2020 & ASX Announcement titled “Metalicity Continues to Deliver Spectacular Drill Hole Results for the Kookynie Gold Project” dated 25 August 2020. The McTavish Prospect Figure Three – McTavish Plane of Vein Section with recent drilling. 8 Directors’ Report Two drilling programmes have been completed at the McTavish Prospect. The premise again was to confirm and step out from known mineralisation to evaluate and ultimately update the McTavish JORC 2004 compliant mineral resource estimate. Similar issues around downhole surveys and the extent of the underground workings are required for the Company to be able to complete a JORC 2012 compliant Mineral Resource Estimate. Through our methodical exploration and development where we are addressing these aspects and intend to aggressively expand our known mineralisation strike of McTavish from approximately 200 metres of strike, to over 400 metres with our Phase Two Drilling Programme. McTavish has also returned high grade intercepts, such as 2 metres @ 14.11 g/t Au from 39 metres, including 1 metre @ 19.42 g/t Au from 39 metres. This drill hole represents a 20-metre step out south from McTRC0005 which returned 5 metres @ 17.9 g/t Au from 48 metres including 1 metre @ 80.17 g/t Au from 51 metres. Please refer to Figure 3 above. As at Leipold, at McTavish, the Company is observing widths, and most importantly grades well above the JORC 2004 Mineral Resource Estimate. This bodes well for when a Mineral Resource Estimate is conducted with much more geological and grade information to be inputted, for a potential, and significantly increased Mineral Resource inventory. Therefore, as with Leipold, we are expanding our aggressive Phase Two Drilling Programme to potentially delineate high grade mineralisation over a 400-500 metre strike length at McTavish. Cosmopolitan Historical Underground Sampling Historic channel sampling results at Cosmopolitan have indicated extraordinarily high-grade mineralisation in areas of remnant mineralisation that still may exist in developed areas of the mine (please refer to ASX Announcement dated 9 June 2020 titled “Extremely High-Grade Gold From Historical Underground Sampling At The Cosmopolitan Gold Mine”). Of the 2,438 sample points presented, 110 returned assays above 100 g/t Au, 444 returned assays above 50 g/t Au and 1,046 returned assays above 20 g/t Au. A short list of the best samples collated are presented below, please refer to Figure 4: 3.2m @ 428.6 g/t Au 2.2m @ 433.2 g/t Au 2.0m @ 330.6 g/t Au 2.2m @ 220.4 g/t Au 2.0m @ 220.4 g/t Au 2.1m @ 217.4 g/t Au 2.1m @ 214.3 g/t Au The information presented is open to the public via the DMIRS WAMEX System, and we are using this information, along with the concurrent drone magnetic survey (please refer to ASX Announcement titled “Drone Magnetic Survey To Commence at the Kookynie Gold Project” dated 2 June 2020) to assist the Company in our efficient exploration efforts over the Kookynie Gold Project. This data further highlights and illustrates that the Cosmopolitan Gold Mine was one of the largest, very high-grade and prolific gold mines of its day. The initial data suggests a significant opportunity with the high-grade remnant mineralisation may still exist within developed areas, along with clear down dip potential to the high-grade mineralisation. Metalicity also announced on 2 June 2020 that it had identified 2kms of strike extension to the structures that host Cosmopolitan, which saw a magnetic survey completed to refine targets for drilling. 9 Directors’ Report Figure Four – Cosmopolitan Gold Mine Long Section with Underground Workings with Channel Samples illustrated as gram metres*. *Please refer to ASX Announcement dated 9 June 2020 titled “Extremely High-Grade Gold From Historical Underground Sampling At The Cosmopolitan Gold Mine”. 10 The Champion Prospect Directors’ Report Figure Five – Champion Plane of Vein Section with recent drilling. The Champion Prospect is not only characterised by significant drill hole intercepts, but also historical production from a very shallow (<8 metre depth) open pit. Whilst the grade control data from the open pit operation is not available, there is a gap in the historical exploration drilling and the base of this pit that spans approximately 25 metres. This area represents an opportunity to infill and define the mineralisation from the top of historical drilling to the base of the pit. The Company has completed four Reverse Circulation (RC) drill holes at the Champion Prospect for a total of 174 metres to test this section of mineralisation and to confirm its continuance to the base of the pit. We are pleased to report that each of the drill holes intersected the mineralised structure, demonstrating the up dip and strike continuation of mineralisation beyond the previously defined limits of drilling. Below is the full list of the December 2019 drilling programme results for Champion: CPRC0003 – 2 metres @ 1.8 g/t Au from 31 metres, CPRC0004 – 2 metres @ 25.2 g/t Au from 28 metres to EOH inc. 1 metre @ 42.04 g/t Au from 28 metres, CPRC0005 – 1 metre @ 1.3 g/t Au from 16 metres & 1 metre @ 2.1 g/t Au from 39 metres, & CPRC0006 – results pending. The return of these very high tenor grades indicates the prospectivity across the Kookynie Gold Project. 11 Directors’ Report The Yundamindra Gold Project The Company has also arranged a further farm-in agreement at Yundamindra for exploration licenses E39/1773 and E39/1774. The tenements are owned by a private entity and are immediately south of the Yundamindra Gold Project (See Figure 6). The tenements potentially host strike extents of the mineralisation observed at the Queen of May and Bound to Rise prospects. Whilst all Yundamindra tenure is currently under plaint, Metalicity is comfortable that the current owners can defend this claim and they are tasked with doing so under the farm-in agreement. Under the farm-in agreement E39/1773 and E39/1774 Metalicity will spend $200,000 over 2 years to earn 100% of the tenure. Upon reaching this milestone, the owners will revert to a royalty of 1% NSR on the first 50,000 ounces of production that may potentially be sourced from within this area. *Please refer to ASX Announcement “September 2019 Quarterly Activities Report” dated 30 October 2019. Figure Six – Yundamindra Tenement Map* 12 Directors’ Report Admiral Bay The Company currently holds an 80.3% interest in Kimberley Mining Ltd.(KML), that in turn holds 100% of the Admiral Bay Asset. While the asset itself is on care and maintenance, the Company is in discussion with a number of parties to affect a deal that will monetise its interest in KML. As the Company is now looking to concentrate its efforts on the Kookynie and Yundamindra Gold Projects it can confirm that the Admiral Bay Project is no longer core business. Metalicity continues to provide limited assistance on commercial terms to KML through this period with a view to maximising benefits to all shareholders. Regional Projects During the reporting year, Metalicity relinquished all regional tenure outside of the Admiral Bay, Kookynie and Yundamindra Gold Projects. The strategy of the Company is to move forward with our farm in partner, Nex Metals Explorations in exploring and developing the Kookynie and Yundamindra Gold Projects. Disclaimer and Forward-Looking Statements This report is not a prospectus nor an offer of securities for subscription or sale in any jurisdiction nor a securities recommendation. The information in this report is an overview and does not contain all information necessary for investment decisions. In making investment decisions, investors should rely on their own examination of Metalicity Limited and consult with their own legal, tax, business and/or financial advisers in connection with any acquisition of securities. The information contained in this report has been prepared in good faith by Metalicity Limited. However, no representation or warranty, express or implied, is made as to the completeness or adequacy of any statements, estimates, opinions or other information contained in this report. To the maximum extent permitted by law, Metalicity Limited, its directors, officers, employees and agents disclaim liability for any loss or damage which may be suffered by any person through the use of, or reliance on, anything contained in or omitted from this report. Certain information in this report refers to the intentions of Metalicity Limited, but these are not intended to be forecasts, forward looking statements, or statements about future matters for the purposes of the Corporations Act (Cth, Australia) or any other applicable law. The occurrence of events in the future are subject to risks, uncertainties and other factors that may cause Metalicity Limited’s actual results, performance or achievements to differ from those referred to in this report to occur as contemplated. The report contains only a synopsis of more detailed information to be published in relation to the matters described in this document and accordingly no reliance may be placed for any purpose whatsoever on the sufficiency or completeness of such information and to do so could potentially expose you to a significant risk of losing all of the property invested by you or incurring by you of additional liability. Recipients of this report should conduct their own investigation, evaluation and analysis of the business, data and property described in this document. In particular, any estimates or projections or opinions contained herein necessarily involve significant elements of subjective judgment, analysis and assumptions and you should satisfy yourself in relation to such matters. Furthermore, this report may contain certain “forward-looking statements” which may not have been based solely on historical facts, but rather may be based on the Company’s current expectations about future events and results. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have reasonable basis. However, forward-looking statements: (a) are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant technical, business, economic, competitive, political and social uncertainties and contingencies; (b) involve known and unknown risks and uncertainties that could cause actual events or results to differ materially from estimated or anticipated events or results reflected in such forward-looking statements. Such risks include, without limitation, resource risk, metals price volatility, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, as well as political and operational risks in the countries and states in which the Company operates or supplies or sells product to, and governmental regulation and judicial outcomes; and (c) may include, among other things, statements regarding estimates and assumptions in respect of prices, costs, results and capital expenditure, and are or may be based on assumptions and estimates related to future technical, economic, market, political, social and other conditions. 13 Directors’ Report The words “believe”, “expect”, “anticipate”, “indicate”, “contemplate”, “target”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule” and similar expressions identify forward-looking statements. All forward-looking statements contained in this presentation are qualified by the foregoing cautionary statements. Recipients are cautioned that forward-looking statements are not guarantees of future performance and accordingly recipients are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein. The Company disclaims any intent or obligation to publicly update any forward-looking statements, whether because of new information, future events or results or otherwise. Competent Person Statements Information in this report that relates to Exploration results and targets is based on, and fairly reflects, information compiled by Mr. Jason Livingstone, a Competent Person who is a Member of the Australian Institute of Geoscientists. Mr. Livingstone is an employee of Metalicity Limited. Mr. Livingstone has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined by the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr. Livingstone consents to the inclusion of the data in the form and context in which it appears. In addition, please refer to the referenced ASX Announcements for the Competent Persons Statements applicable. Metalicity confirms that the Company is not aware of any new information or data that materially affects the information included in the report and, in the case of “exploration results” that all material assumptions and technical parameters underpinning the “exploration results” in the relevant announcements referenced apply and have not materially changed. 14 Directors’ Report Tenement Schedule The Following table shows all tenure subject to the farm-in agreement with Nex Metals (ASX: NEX) for the Kookynie and Yundamindra projects as announced on the 6th May 2019: Project TEN ID Holder Granted Expires Area (ha) Shares Held K o o k y n e i Y u n d a m n d r a i G40/3 Nex Metals Explorations Limited 19-02-1986 24-02-2029 L40/9 Nex Metals Explorations Limited 19-05-1995 18-05-2025 E40/332 Nex Metals Explorations Limited 15-08-2014 14-08-2024 M40/22 Nex Metals Explorations Limited 29-08-1986 28-08-2028 M40/27 Nex Metals Explorations Limited 25-02-1987 24-02-2029 M40/61 Nex Metals Explorations Limited 13-07-1989 12-07-2031 M40/77 Nex Metals Explorations Limited 13-10-1988 12-10-2030 P40/1331 KYM Mining Limited 9-04-2014 8-04-2022 7.2 1.0 600.0 121.7 85.5 832.7 119.2 161.2 E40/289 Paris Enterprises Pty Ltd 1-07-2011 30-06-2021 1,222.7 P40/1499 Nex Metals Explorations Limited P40/1500 Nex Metals Explorations Limited P40/1501 Nex Metals Explorations Limited P40/1510 P40/1511 P40/1512 E40/390 E40/387 E40/395 Metalicity Limited Metalicity Limited Metalicity Limited KYM Mining Limited Metalicity Limited KYM Mining Limited Pending Pending Pending Pending Pending Pending Pending Pending Pending L39/34 Nex Metals Explorations Limited 15-12-1988 14-12-2023 L39/52 Nex Metals Explorations Limited 19-12-1993 18-12-2023 L39/258 Nex Metals Explorations Limited 16-04-2018 15-04-2039 M39/84 Nex Metals Explorations Limited 29-10-1987 28-10-2029 M39/274 Nex Metals Explorations Limited 21-05-1992 20-05-2034 M39/406 Nex Metals Explorations Limited 21-11-2007 20-11-2028 M39/407 Nex Metals Explorations Limited 13-11-2007 12-11-2028 M39/408 Nex Metals Explorations Limited 13-11-2007 12-11-2028 M39/409 Nex Metals Explorations Limited 13-11-2007 12-11-2028 M39/410 Nex Metals Explorations Limited 6-03-2008 5-03-2029 M39/839 Nex Metals Explorations Limited 2-07-2008 1-07-2029 M39/840 Nex Metals Explorations Limited 2-07-2008 1-07-2029 P39/6126 Nex Metals Explorations Limited P39/6127 Nex Metals Explorations Limited Pending Pending 8.3 5.9 21.1 185.0 176.7 118.6 3,300.0 299.0 4,203.0 1.0 1.0 3.2 378.0 230.0 124.0 896.0 785.0 966.0 978.0 7.3 9.7 10.4 5.6 E39/1773 Paddick Investments Pty Ltd 5-06-2014 4-06-2024 903.0 E39/1774 Paddick Investments Pty Ltd 5-06-2014 4-06-2024 2,517.0 Total Farm In Area (ha) 19,283.8 100/100 100/100 100/100 100/100 100/100 100/100 90,405/90,405 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 96/96 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 100/100 15 Directors’ Report The following table shows the tenements the Group has an interest in at 30 June 2020: Project TEN ID Admiral Bay ML04/244 Admiral Bay ML04/249 Admiral Bay EL04/1610 Holder Kimberley Mining Australia Pty Ltd 100% Kimberley Mining Australia Pty Ltd 100% Kimberley Mining Australia Pty Ltd 100% Granted Expires 21/03/1991 20/03/2033 21/03/1991 20/03/2033 04/09/2007 03/09/2021 Admiral Bay E04/2621 Metalicity Limited 100% 07/10/2019 06/10/2024 Kookynie P40/1331 KYM Mining Pty Ltd 100% 09/04/2014 08/04/2022 Results The loss after income tax for the year ended 30 June 2020 was $1,340,757 (30 June 2019: loss $4,410,376). Significant changes in state of affairs There were no significant changes in the state of affairs of the Group during the financial year. Environmental regulations The Group is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out exploration work. Dividends No dividends have been paid or declared since the beginning of the financial year and none are recommended. Subsequent events Other than the following, the directors are not aware of any significant events since the end of the reporting period which significantly affect or could significantly affect the operations of the consolidated entity in future financial years: - On 16 July 2020, the Company announced the conversion of 13,802,941 options at various option prices, raising $142,120. - On 24 July 2020, the Company announced the conversion of 2,148,014 options at $0.004 and 15,508 options at $0.015, raising $8,825. - On 10 August 2020, the Company announced the conversion of 877,445 options at $0.004 and 246,300 options at $0.015, raising $7,204. - On 20 August 2020, the Company announced the conversion of 13,500,000 options at $0.004, raising $54,000 and the vesting of 15 million performance rights. - On 20 August 2020, the Company announced the shareholder approved conversion of outstanding Director Fees into 23,882,240 fully paid ordinary shares. - On 21 August 2020, the Company announced the issue of 177.5 million options, as approved by shareholders at general meeting. - On 28 August 2020, the Company announced the conversion of 2,538,168 options at $0.004 and 16,691 options at $0.015, raising $10,403. - On 7 September 2020, Metalicity Limited announced the completion of a $5 million placement (before costs) to existing and new sophisticated and professional investors with the issue of 208.3m shares at $0.024 and 35,000,000 options to brokers at an exercise price of $0.03. - On 9 September 2020, the Company announced the conversion of 49,386,253 options at $0.004 and 1,255,689 options at $0.015, raising $216,380 and the vesting of 1,000,000 performance rights. - On 24 September 2020, the Company announced the appointment of Mr Nick Day as Company Secretary following the resignation of Mr Neil Hackett. Likely developments and expected results of Operations The Group will continue to explore and assess its mineral projects. 16 Directors’ Report Information on Directors Jason Livingstone - Managing Director – appointed 1 July 2019 Experience and Expertise Mr Livingstone is a geologist with 20 years’ experience across exploration through to production environments on four continents. Mr Livingstone holds a Bachelor of Science (Geology) from the West Australian School of Mines, a Masters of Business Administration from the Curtin Graduate School of Business, is a member of the Australian Institute of Geoscientists, and has completed the Company Directors Course at the Australian Institute of Company Directors. Other Current Directorships None Former Directorships in the Last Three Years None Special Responsibilities None Interests in Shares and Options 23,574,348 ordinary shares, 10,000,000 performance rights and 4,000,000 unlisted options Mathew Longworth - Non-executive Chairman – appointed 1 July 2019 (previously Chief Executive Officer since 10 January 2019 and Non-Executive Board Member since 29 September 2014) Experience and Expertise Mr Longworth is a geologist with 30 years’ experience across exploration, project evaluation/development, operations and corporate management. He previously held roles as Exploration Manager, COO and CEO/Managing Director with Australian listed companies, and mining analyst with a boutique investment fund. In his senior corporate roles, Mathew led multidisciplinary project evaluation and development teams. Mr. Longworth is a member of the Australasian Institute of Mining and Metallurgy. Other Current Directorships Ardea Resources Greenfields Exploration Limited ( a public unlisted company) Kimberley Mining Limited (a public unlisted Canadian company) Former Directorships in the Last Three Years None Special Responsibilities Chair of the Audit Committee Interests in Shares and Options 4,909,148 ordinary shares, 264,238 listed options and 4,231,709 unlisted options 17 Directors’ Report Justin Barton – Finance Director – appointed 1 January 2018 Experience and Expertise Mr Barton is a Chartered Accountant with over 20 years’ experience in accounting, international finance, M&A and the mining industry. He worked for over 13 years in the Big 4 Accounting firms in Australia and Europe and advised many of the world’s largest mining, oil & gas companies and financial institutions, including Rio Tinto, Chevron, Macquarie, Merrill Lynch, Morgan Stanley and Deutche Bank. Justin also worked for 4 years at Paladin Energy Limited as Group Tax and Finance Manager. More recently, he has worked as the CFO and has been a Board Member of a number of junior exploration companies. Other Current Directorships Kimberley Mining Limited (a public unlisted Canadian company) Former Directorships in the Last Three Years Great Western Exploration Limited (appointed 20 May 2020, resigned 4 June 2020) Eneabba Gas Limited (appointed 1 March 2017, resigned 10 October 2017) Interposed Holdings Limited (appointed 10 January 2017, resigned 11 December 2017) Special Responsibilities Finance Director, member of the Audit Committee and the Remuneration and Nomination Committee. Interests in Shares and Options 15,439,284 ordinary shares and 5,625,000 performance rights Andrew Daley - Non-executive Director – appointed 1 July 2019 (previously Non-Executive Chairman since 19 August 2013) Experience and Expertise Mr Daley is a Mining Engineer and Investment Banker. He has a Bachelor of Science (Honours), is a Chartered Engineer (UK), a Fellow of the Australasian Institute of Mining and Metallurgy and Member of IOM3 (UK). He has over 45 years’ experience in resources having worked with Anglo American Corp, Rio Tinto, Conoco Minerals and Fluor Australia in mining operations, project evaluation and mining development. Mr Daley then moved into resource project finance with National Australia Bank, Chase Manhattan and from 1999 was a Director of the Mining Team at Barclays Capital in London. Subsequently, Mr Daley was a Director of Investor Resources Finance Pty Limited, a company based in Melbourne which provided financial advisory services to the resources industry globally. Other Current Directorships None Former Directorships in the Last Three Years None Special Responsibilities Chairman of the Audit and Risk Committee and the Remuneration and Nomination Committee. Interests in Shares and Options 13,993,011 ordinary shares and 5,250,000 unlisted options. 18 Directors’ Report Company Secretary Nicholas Day – Company Secretary – appointed 24 September 2020 Mr Day has over 20 years’ experience as a company director, CFO and company secretary for a broad range of listed and private exploration, mining and technology companies. Previously he was CFO and company secretary of Battery Minerals, Minbos Resources Limited, Dreadnought Resources Limited, RTG Mining, finance director at Coventry Resources and company secretary to Paringa Resources Limited and Ebooks Corporation. Interests in Shares and Options Nil interest. Neil Hackett – Company Secretary – resigned 23 September 2020 Mr Hackett was appointed to the position of company secretary on 4 December 2014. Neil has over 20 years of company secretarial, compliance and company directorship experience, including 10 years with the ASIC and seven years as an ASX 200 listed company secretary. He is currently Chairman, Director and Company Secretary of various ASX listed and private entities. Neil holds a Bachelor of Economics, is a Fellow of FINSIA, and is a Graduate and Facilitator with the Australian Institute of Company Directors. Interests in Shares and Options 1,062,000 ordinary shares and 400,000 performance rights. Directors’ meetings The number of meetings of the Company’s board held during the year ended 30 June 2020 that each director was eligible to attend, and the number of meetings attended by each director were: Director Number of Meetings Eligible to attend Attended Jason Livingstone Andrew Daley Justin Barton Mathew Longworth 15 15 15 15 15 15 15 15 19 Directors’ Report Remuneration Report (Audited) The Remuneration Report is set out under the following main headings: (1) Principles used to determine the nature and amount of remuneration; (2) Details of remuneration; (3) Service agreements; (4) Share-based compensation; and (5) Share and option holdings of Key Management Personnel (KMP) The information provided in this Remuneration Report has been audited as required by Section 308(3C) of the Corporations Act 2001. 1 Principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms to market best practice for delivery of reward. The board ensures that executive reward satisfies the following key criteria for good reward governance practices: (i) competitiveness and reasonableness; (ii) acceptability to shareholders; (iii) performance linkage / alignment of executive compensation; (iv) transparency; and (v) capital management. The Group has structured an executive remuneration framework that is market competitive and complimentary to the reward strategy of the organisation. Alignment to shareholders’ interests: focuses on sustained growth in shareholder wealth; and (i) (ii) attracts and retains high calibre executives. Alignment to program participants’ interests: (i) rewards capability and experience; and (ii) provides a clear structure for earning rewards. 20 Directors’ Report Remuneration Report (audited) (continued) 2 Details of remuneration Executive fees The fees and payments to the executive reflect the demands which are made on, and the responsibilities of the executive, and are in line with market. The executives’ remuneration is reviewed annually by the board to ensure that the fees and payments remain appropriate and in line with the market. The remuneration packages of the Executives are detailed below under “Service agreements”. Non-executive directors Fees to the non-executive directors are determined by the Remuneration Committee as appropriate having regard to the market and the aggregate remuneration specified in the Company’s Constitution and determined by the shareholders in general meeting. The fees are reviewed annually. Retirement allowances and benefits There are no retirement or termination allowances, or benefits paid to directors. The amount of remuneration of the directors of the Company (as defined in AASB 124 Related Party Disclosures) and other key management personnel is set out in the following table. Short term benefits Post employment benefits Equity settled share based payments 2020 Salary &, fees(a) Annual leave Other Super- annuation Options/ Performance Rights Total Performance related % Executive director Jason Livingstone Justin Barton Non-executive directors Andrew Daley Mathew Longworth (b) Other executives Neil Hackett (c) Totals 210,046 182,652 10,212 9,004 - - 45,662 75,312 - - - 22,500 52,000 565,672 - 19,216 - 22,500 19,954 17,348 4,338 - - 41,640 40,971 21,510 281,183 230,514 - - 50,000 97,812 2,458 64,939 54,458 713,967 14.6% 9.3% 0.0% 0.0% 4.5% The fees paid to director related entities were for the provision of services of the particular director to the Company are as follows: (a) During the year, the Directors agreed to accrue a portion of salary to preserve cash in the company during Covid-19 and obtained shareholder approval to convert this portion of salary to shares at the general meeting on 20 August 2020. The shareholder approved conversion of accrued Director Fees into 23,882,240 fully paid ordinary shares. The accrued salary converted to shares was $26,256 for Jason Livingstone, $22,831 for Justin Barton, $9,687 for Mat Longworth and $5,708 for Andrew Daley. (b) Mat Mining Pty Ltd, an entity associated with Mathew Longworth, was paid $75,312 (2019: $199,742) for director’s fees and a further $22,500 for consultancy services. (c) Corporate Starboard Pty Ltd, an entity associated with Neil Hackett, was paid $52,000 (2019: $54,400). 21 Remuneration Report (audited) (continued) Directors’ Report Short term benefits Post employment benefits Equity settled share based payments 2019 Salary, fees & leave Annual leave Other Super- annuation Options/ Performance Rights Total Performance related % Executive director Matthew Gauci(a) Justin Barton Non-executive directors Andrew Daley(b) Mathew Longworth(c) Other executives Jason Livingstone(d) Leonardo Romero(e) Neil Hackett(f) Totals 162,003 182,656 83,750 55,833 67,732 19,433 54,400 625,807 - 6,556 140,000 - 21,771 17,352 - 5,894 323,774 212,458 - - - 143,909 5,269 - - 11,825 - - - 283,909 - - 6,435 1,846 - 47,404 - - 83,750 199,742 10,795 - - 16,689 90,231 21,279 54,400 985,634 0.0% 2.8% 0.0% 0.0% 12.0% 0.0% 0.0% The fees paid to director related entities were for the provision of services of the particular director to the Company are as follows: (a) Matthew Gauci resigned on 9 January 2019 and was paid a termination payment of $137,500. An associated entity of Mr Gauci, Macro Capital Partners, has a post termination consultancy agreement for $500 a month for 18 months, of which $2,500 was paid during the year. This agreement was terminated during the year ended 30 June 2020. (b) Dalenier Enterprises Pty Ltd, an entity associated with Andrew Daley, was paid or is payable $83,750 (2018: $90,000) for director’s fees. (c) Mat Mining Pty Ltd, an entity associated with Mathew Longworth, was paid $199,742 (2018: $67,500) for director’s fees and consultancy services. (d) Jason Livingstone was appointed as Exploration Manager on 18 February 2019 and Managing Director on 1 July 2019. (e) Leonardo Romero resigned on 31 August 2018. (f) Corporate Starboard Pty Ltd, an entity associated with Neil Hackett, was paid or is payable $54,400 (2018: $70,815). Short term incentives Short term incentives (STI) are an ‘at risk’ component of senior employee’s remuneration packages and are awarded based on annual review of past year’s performance against specific goals. No STI’s were paid during the year ended 30 June 2020 or 30 June 2019. Long term incentives Long term incentives (LTI) are “at risk” benefits awarded to the Managing Director and potentially senior executives for achieving certain specified goals related to the long-term growth and development of the Group. LTI’s were awarded to Jason Livingstone and Justin Barton during the year ended 30 June 2020 and 30 June 2019. During the year ended 30 June 2020, Jason Livingstone was awarded 10 million performance rights vesting at 2.5cents and 10 million performance rights vesting at 5cents. Justin Barton was awarded 5 million performance rights vesting at 2.5cents and 5.625 million performance rights vesting at 5cents. 22 Directors’ Report Remuneration Report (audited) (continued) Service agreements 3 Directors There is an Executive Contract with Jason Livingstone, to perform the function of Managing Director from 1 July 2019 until termination in accordance with the contract. The details are: 1. Remuneration of $230,000 per annum (including superannuation and directors fees) subject to an annual review; 2. The Company may pay a performance based bonus of up to 50% over and above the salary; 3. The Company reimburses costs and expenses reasonably incurred; 4. Either party can terminate the agreement on six months (6) months written notice. There are letters of director appointment with each director which set out the annual fixed fee and terms and conditions of the appointment including compliance with the Company’s Constitution and Corporate Governance Policies; re-election, retirement and office vacancy; duties; remuneration; insurance and indemnity; disclosure of interests; and confidentiality. They serve until they resign, are removed, cease to be a director or prohibited from being a director under the provisions of the Corporations Law 2001, or are not re-elected to office. They are remunerated on a monthly basis with no termination payments payable. It is the Group’s policy that service contracts for non-executive directors are unlimited in term and capable of termination by either party upon written notice. Key Management Personnel There is a Consultancy Agreement with 133 North Trust for Nick Day, to perform the function of Company Secretary, commencing on 24 September 2020 until the termination of the contract. The details are: 1. Monthly retainer of $5,500 exclusive of GST per month. Additional time to be charged at $220/hr; and 2. Either party can terminate the agreement by giving four weeks written notice The Company had a Consultancy Agreement with Corporate Starboard Pty Ltd for Neil Hackett to perform the function of Company Secretary, which commenced 1 December 2014 and ended on 24 September 2020. The details were: 3. Monthly retainer of $4,000 exclusive of GST per month. Additional time to be charged at $175/hr; and 4. Either party can terminate the agreement by giving two weeks written notice In the case of wilful or fraudulent misconduct, the Group retains the right to terminate all service contracts without notice. Key management personnel are entitled to receive on termination of employment their statutory entitlements, including any accrued annual and long service leave, together with any superannuation benefits. Each service contract outlines the components of compensation paid to the key management personnel but does not prescribe how compensation levels are modified year to year. 23 Directors’ Report Remuneration Report (audited) (continued) 4 Share-based compensation During the financial year, the following performance rights for Directors and key management personnel were granted: 2020 Name Share price at grant date No. granted Grant date Expiry Date Jason Livingstone Jason Livingstone Justin Barton Justin Barton Neil Hackett $0.025 $0.05 $0.025 $0.05 $0.025 10,000,000 10,000,000 5,000,000 5,625,000 1,000,000 25/11/2019 25/11/2019 25/11/2019 25/11/2019 25/11/2019 30/01/2023 30/01/2023 30/01/2023 30/01/2023 30/01/2023 Value of Performance Rights granted at grant date $24,583 $16,388 $12,291 $9,219 $2,458 No performance rights issued to directors or key management personnel vested during the year and no options were exercised during the year. No performance rights or option issued to directors or key management personnel were cancelled during the year. 25,500,000 Options issued to Matt Gauci were cancelled during the year. 5 Share and option holdings of Key Management Personnel (KMP) (i) Option and performance right holdings The numbers of options over ordinary shares in the Company held during the financial year by each KMP, including their personally related parties, are set out below: 2020 Options Directors Balance at the start of the year Granted during the year (a) Exercised during the year Other changes during the year Balance at the end of the year Vested and exercisable at the end of the year Vested but not exercisable at end of year Jason Livingstone 4,000,000 1,016,667 Andrew Daley 12,750,000 1,716,420 Justin Barton 13,500,000 362,964 Mathew Longworth 10,200,000 295,971 Other executives Neil Hackett 6,000,000 - 46,450,000 3,392,022 - - - - - - - 5,016,667 5,016,667 - 14,466,420 14,466,420 (13,500,000)(b) 362,964 362,964 - 10,495,971 10,495,971 (6,000,000)(b) - - (19,500,000) 30,342,022 30,342,022 - - - - - - (a)Options acquired as part of shareholder entitlement issue and placement. (b)Options expired on 31 December 2019 or were cancelled during the year. 24 Remuneration Report (audited) (continued) Directors’ Report 2019 Options Directors Balance at the start of the year Granted during the year Exercised during the year Other changes during the year Balance at the end of the year Vested and exercisable at the end of the year Vested but not exercisable at end of year Matthew Gauci 33,500,000 Andrew Daley 12,750,000 - - Justin Barton 6,000,000 7,500,000 Mathew Longworth 10,200,000 - Other executives Jason Livingstone - 4,000,000 Leonardo Romero 6,000,000 Neil Hackett 6,000,000 - - (a)Balance at time of resignation 74,450,000 11,500,000 2020 - - - - - - - - - - - - - - - 33,500,000(a) 33,500,000 12,750,000 12,750,000 13,500,000 6,000,000 10,200,000 10,200,000 4,000,000 4,000,000 6,000,000(a) 6,000,000 6,000,000 6,000,000 85,950,000 78,450,000 - - - - - - - - Balance at the start of the year Granted during the year Exercised during the year Other changes during the year Balance at the end of the year/date of resignation Vested and exercisable at the end of the year/date of resignation Vested but not exercisable at end of year Performance Rights Directors Jason Livingstone Justin Barton Other executives - 20,000,000 - 10,625,000 Neil Hackett 400,000 1,000,000 400,000 31,625,000 2019 - - - - - 20,000,000 10,000,000 10,625,000 5,000,000 1,400,000 1,000,000 - 32,025,000 16,000,000 - - - - Balance at the start of the year Granted during the year Exercised during the year Other changes during the year Balance at the end of the year/date of resignation Vested and exercisable at the end of the year/date of resignation Vested but not exercisable at end of year Performance Rights Other Executives Neil Hackett 400,000 Leonardo Romero 1,506,846 (a)Balance at time of resignation 1,906,846 - - - - - - - - 400,000 1,506,846(a) 1,906,846 - - - - - - 25 Remuneration Report (audited) (continued) Directors’ Report 5 Share and option holdings of Key Management Personnel (KMP) (continued) (ii) Share holdings The numbers of shares in the Company held during the financial year by each director, including their personally related parties, are set out below: 2020 Directors Jason Livingstone Andrew Daley Justin Barton Mathew Longworth Other executives Neil Hackett 2019 Directors Matthew Gauci Andrew Daley Justin Barton Mathew Longworth Other executives Jason Livingstone Leonardo Romero Neil Hackett (a)Balance at time of resignation Balance at the start of the year Received during the year on the exercise of options Other changes during the year Balance at the end of the year - 3,678,036 777,778 634,167 340,801 5,430,782 - - - - - - 2,833,333 3,984,545 842,594 687,016 2,833,333 7,662,581 1,620,372 1,321,183 - 340,801 8,347,488 13,778,270 Balance at the start of the year Received during the year on the exercise of options Other changes during the year Balance at the end of the year 11,739,033 2,588,682 277,778 634,167 - - 340,801 15,580,461 - - - - - - - - (397,000) 1,089,354 500,000 - - - - 11,342,033(a) 3,678,036 777,778 634,167 - - 340,801 1,192,354 16,772,815 (End of Remuneration Report) 26 Directors’ Report Additional Information (a) Shares under option At the date of this report, the Company had 439,152,036 options and 16,025,000 performance rights over ordinary shares under issue. These options are exercisable as follows: Details Management Incentive Options Other Options Details Performance Rights No of Options 3,150,000 4,550,000 4,550,000 2,500,000 2,500,000 2,500,000 2,000,000 2,000,000 25,709,467 10,785,715 3,000,000 3,000,000 6,768,765 7,945,620 25,000,000 333,192,469 439,152,036 No of Options 400,000 15,625,000 16,025,000 Grant Date Date of Expiry Conversion Price $ 27/11/2015 27/11/2015 27/11/2015 27/07/2018 27/07/2018 27/07/2018 10/04/2019 10/04/2019 21/02/2018 10/06/2019 15/03/2018 15/03/2018 04/10/2019 18/10/2019 13/08/2020 22/05/2020 10/12/2020 10/12/2020 10/12/2020 26/08/2021 26/08/2021 26/08/2021 14/01/2022 14/01/2022 14/02/2023 31/05/2022 12/03/2021 12/03/2021 04/10/2020 18/10/2020 14/08/2022 22/05/2022 0.03 0.04 0.05 0.06 0.08 0.10 0.025 0.035 0.08 0.02 0.06 0.08 0.015 0.015 0.003 0.004 Grant Date Date of Expiry Hurdle Price $ 15/03/2018 25/11/2019 15/03/2021 30/01/2023 0.06 0.05 Refer to note 15 for details of options cancelled and exercised during the year. At the date of this report, Kimberly Mining Limited, a Canadian subsidiary of the Company, had the following warrants on issue: Details Founder Warrants Founder Warrants – Tranche 2 No of Options 5,289,500 3,171,500 8,461,000 Grant Date Date of Expiry Conversion Price $ 29/08/2018 28/09/2018 29/08/2023 28/09/2023 0.4 0.4 (b) Insurance of officers During the financial year, the Group paid a premium in respect of a contract insuring the directors of the Company, the Company Secretary, and any executive officers of the Company and of any related body corporate against a liability incurred as such a director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. 27 Directors’ Report Additional Information (continued) (c) Agreement to indemnify officers The Group has entered into agreements with the directors to provide access to Group records and to indemnify them. The indemnity relates to any liability as a result of being, or acting in their capacity as, an officer of the Company to the maximum extent permitted by law; and for legal costs incurred in successfully defending civil or criminal proceedings. No liability has arisen under these indemnities as at the date of this report. (d) Proceedings on behalf of the Group No person has applied to the court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Group with leave of the court under Section 237. (e) Non-audit services No non-audit services were provided by the auditor or any entity associated with the auditor for the year ended 30 June 2020 (2019: Nil). (f) Corporate Governance The Directors of the Group support and adhere to the principles of corporate governance, recognising the need for the highest standard of corporate behaviour and accountability. Please refer to the corporate governance statement dated 29 September 2016 released to ASX and posted on the Company’s website www.metalicity.com.au. (g) Environmental Liabilities There are no environmental liabilities at the date of this report. Auditor’s independence declaration The auditor’s independence declaration is included on page 30 of the annual report. This Directors’ report is signed in accordance with a resolution of Directors made pursuant to s.298 (2) of the Corporations Act 2001. On behalf of the Directors Jason Livingstone Managing Director Perth, Western Australia 30 September 2020 28 Corporate Governance Statement For the year ended 30 June 2020 The Company’s Corporate Governance Statement and Appendix 4G can be found on the Company’s website at www.metalicity.com.au/corporate/corporate-governance/ and was approved by the Board on 30 September 2020 and is current as at 30 September 2020. The Board of Directors (“the Board”) is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. Corporate Governance Statement outlines the main Corporate Governance practices in place throughout the financial year, which comply with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 3rd edition unless otherwise stated. 29 Stantons International Audit and Consulting Pty Ltd trading as Chartered Accountants and Consultants PO Box 1908 West Perth WA 6872 Australia Level 2, 1 Walker Avenue West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 www.stantons.com.au RE: METALICITY LIMITED Corporations Act 2001 STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD Martin Michalik Director Liability limited by a scheme approved under Professional Standards Legislation Stantons International Audit and Consulting Pty Ltd trading as Chartered Accountants and Consultants TO THE MEMBERS OF METALICITY LIMITED Report on the Audit of the Financial Report Opinion PO Box 1908 West Perth WA 6872 Australia Level 2, 1 Walker Avenue West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 www.stantons.com.au . Basis for Opinion Key Audit Matters Liability limited by a scheme approved under Professional Standards Legislation Key Audit Matters How the matter was addressed in the audit Carrying Value of Capitalised Exploration and Evaluation Expenditure including Asset held for Sale. Other Information Responsibilities of the Directors for the Financial Report Auditor's Responsibilities for the Audit of the Financial Report . Report on the Remuneration Report Opinion on the Remuneration Report Corporations Act 2001. STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International) (An Authorised Audit Company) Martin Michalik Directors’ declaration In the directors’ opinion: 1. the financial statements and notes set out on pages 36 to 67 are in accordance with the Corporations Act 2001, including: (a) (b) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2020 and of its performance for the financial year ended on that date; and 2. 3. 4. there are reasonable grounds to believe that the Consolidated Entity will be able to pay its debts as and when they become due and payable; the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board; and the audited remuneration disclosures set out on pages 20 to 26 of the Directors’ Report comply with accounting standard AASB 124 Related Party Disclosures and the Corporations Regulations 2001. The directors have been given the declarations required by Section 295(A) of the Corporations Act 2001 from the Managing Director and the Company Secretary for the year ended 30 June 2020. This declaration is made in accordance with a resolution of the directors. Jason Livingstone Managing Director Perth, Western Australia 30 September 2020 35 Consolidated statement of profit or loss and other comprehensive income for the financial year ended 30 June 2020 Continuing operations Revenue Expenses Loss from continuing operations before income tax Income tax expense Loss after income tax from continuing operations Other comprehensive income Items that may be reclassified subsequently to profit or loss Items that will not be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive loss for the period, net of tax Consolidated Group 2020 $ Restated 2019 $ 570,882 (1,911,639) (1,340,757) - (1,340,757) 327,544 (4,737,920) (4,410,376) - (4,410,376) Note 4 5 6 - - - - (13,076) (13,076) (35,676) (35,676) Total comprehensive loss for the year (1,353,833) (4,446,052) Loss attributable to: Owners of the parent Non-controlling interest Total comprehensive loss attributable to: Owners of the parent Non-controlling interest Basic loss per share (cents) - Continuing operations Diluted loss per share (cents) - Continuing operations (1,274,669) (66,088) (1,340,757) (4,190,963) (219,413) (4,410,376) (1,301,384) (52,449) (1,353,833) (4,219,903) (226,149) (4,446,052) 23(a) 23(b) (0.17) (0.17) (0.17) (0.17) (0.70) (0.70) (0.70) (0.70) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 36 Consolidated statement of financial position as at 30 June 2020 Current assets Cash and cash equivalents Trade and other receivables Other assets Held for sale Total current assets Non-current assets Exploration and evaluation expenditure Plant & equipment Total non-current assets Note 7(a) 8 9 10 11 Consolidated Group 2020 $ Restated 2019 $ 1,108,285 121,200 270,804 1,420,616 2,920,905 1,160,907 1,127 1,162,034 666,560 76,723 499,847 2,734,940 3,978,070 204,133 1,191 205,324 Total assets 4,082,939 4,183,394 Current liabilities Trade and other payables Provisions Shares to be issued Liabilities related to assets held for sale Total current liabilities Total liabilities Net assets Equity Issued capital Other reserves Accumulated losses Parent Entity Interest Non Controlling Interest Total equity 12 13 10 14 24 730,255 38,299 35,654 - 804,208 334,310 22,070 - 1,034,941 1,391,321 804,208 1,391,321 3,278,731 2,792,073 48,568,493 4,240,556 (49,748,188) 46,955,647 4,060,009 (48,473,519) 3,060,861 217,870 2,542,137 249,936 3,278,731 2,792,073 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 37 Consolidated statement of changes in equity for the financial year ended 30 June 2020 Issued capital Share Based Payments Reserve Other Reserves Foreign Currency Reserve Accumulated losses Non Controlling Interest $ $ $ $ $ $ Total $ 46,955,647 - 4,563,534 (476,085) 1,500 - (35,676) 6,736 (48,692,932) 219,413 - 249,936 2,792,073 - 46,955,647 4,087,449 1,500 (28,940) (48,473,519) 249,936 2,792,073 - - - - - - - - - - (26,715) (1,274,669) - (66,088) 13,639 (1,340,757) (13,076) (26,715) (1,274,669) (52,449) (1,353,833) Balance at 1 July 2019 Balance at 1 July 201 Balance at 1 July 201 Balance at 1 July 201 Balance at 1 July 201 Balance at 1 July 201 Balance at 1 July 201 Correction of error Correction of error Correction of error Correction of error Correction of error Correction of error Correction of error Balance at 1 July 2019 Balance at 1 July 201 Balance at 1 July 201 Balance at 1 July 201 Balance at 1 July 201 (restated) (Loss) for the year (Loss) for the year (Loss) for the year (Loss) for the year (Loss) for the year (Loss) for the year Other comprehensive loss Other comprehensive loss Other comprehensive loss Other comprehensive loss Other comprehensive loss Other comprehensive loss Total comprehensive loss Total comprehensive loss Total comprehensive loss Total comprehensive loss Total comprehensive loss Total comprehensive loss for the year for the year for the year for the year for the year for the year Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Issue of share capital Issue of share capital Issue of share capital Issue of share capital Issue of share capital Issue of options Issue of employee rights Issue of employee Issue of employee Issue of employee Movement due to increase Movement due to increase Movement due to increase Movement due to increase Movement due to increase Movement due to increase in NCI in NCI in NCI in NCI in NCI in NCI in NCI Issue costs Issue Issue Issue Issue Issue Issue 1,968,133 - - - 162,706 - (20,383) - (355,287) 1,612,846 - 142,323 - - 64,939 - - 64,939 - - - - - - - - - - - - - - - 20,383 - 20,383 1,968,133 162,706 64,939 - (355,287) 1,840,491 Balance at 30 June 2020 Balance at 30 June 20 Balance at 30 June 20 Balance at 30 June 20 48,568,493 4,229,772 66,439 (55,655) (49,748,188) 217,870 3,278,731 Issued capital $ Share Based Payments Reserve $ Option Premium Reserve Foreign Currency Reserve Accumulated losses Non Controlling Interest $ $ $ $ Balance at 1 July 2018 Balance at 1 July 201 Balance at 1 July 201 Balance at 1 July 201 Balance at 1 July 201 46,638,047 2,025,208 1,500 - (44,282,556) (Loss) for the year (Loss) for the year (Loss) for the year (Loss) for the year (Loss) for the year (Loss) for the year (Loss) for the year Other comprehensive loss Total comprehensive loss Total comprehensive loss for the year for the year for the year for the year for the year - - - - - - Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Transactions with owners in their capacity as owners Issue of share capital Issue of share capital Issue of share capital Issue of share capital Issue of share capital Issue of share capital Issue of share capital Issue of KML warrants Issue of Issue of employee options Issue of employee options Deferred transaction costs Deferred transaction costs Deferred transaction costs Deferred transaction costs 157,600 - - 160,000 317,600 - 2,521,637 16,689 - 2,538,326 - - - - - - - - - (35,676) (4,410,376) - (35,676) (4,410,376) - - - - - - - - - - Balance at 30 June 2019 46,955,647 4,563,534 1,500 (35,676) (48,692,932) - - - - - - - - - - The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. Total $ 4,382,199 (4,410,376) (35,676) (4,446,052) 157,600 2,521,637 16,689 160,000 2,855,926 2,792,073 38 Consolidated statement of cash flows for the financial year ended 30 June 2020 Consolidated Group Cash flows from operating activities Payments to suppliers and employees R& D Rebate Lease income Government stimulus Interest received Net cash used in operating activities Cash flows from investing activities Proceeds from sale of royalty Proceeds from sale of shares Proceeds from sale of tenements Payment for exploration and in relation to tenements Payments for assets held for sale Net cash (used in)/provided by investing activities Cash flows from financing activities Proceeds from shares issued Proceeds from option conversions Proceeds from option conversions to be issued KML capital raised Transaction costs Net cash provided by financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effect of exchange rates on cash holdings in foreign currencies Cash and cash equivalents at the end of the financial year Note 2020 $ 7(b) (752,277) - 22,937 16,572 1,040 (711,728) 200,000 78,872 64,870 (992,464) - (648,722) 1,927,709 36,257 35,654 - (192,571) 1,807,049 Restated 2019 $ (4,219,170) 80,440 67,992 - 4,426 (4,066,312) - 44,125 1,519,007 (826,872) (500,000) 236,260 157,600 - - 2,521,637 - 2,679,237 446,599 (1,150,815) 666,560 1,866,233 (4,874) 7(a) 1,108,285 (48,858) 666,560 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 39 Notes to Financial Statements for the financial year ended 30 June 2020 1. General information Metalicity Limited (“the Company” or “MCT”) is a company limited by shares, incorporated and domiciled in Australia. Its shares are listed on the Australian Securities Exchange. MCT and its wholly owned subsidiaries, Metalicity Energy Pty Ltd and KYM Mining Pty Ltd and its approximate 80.3% interest in Kimberly Mining Limited, Kimberly Mining Australia Pty Ltd, Kimberly Mining Holdings Pty Ltd and Ridgecape Holdings Pty Ltd, are referred to as the ‘Group’ or ‘Consolidated Entity’. The Financial Report of MCT for the year ended 30 June 2020 was authorised for issue in accordance with a resolution of the board of directors on 30 September 2020. 2. Significant accounting policies The principal accounting policies adopted in the preparation of the Financial Report are set out below. These policies have been consistently applied to the years presented, unless otherwise stated. (a) Basis of preparation This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB), Australian Accounting Interpretations and the Corporations Act 2001. It is recommended that this financial report be read in conjunction with the public announcements made by the Company during the year in accordance with the continuous disclosure requirements arising under the ASX Listing Rules. Compliance with IFRS Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the Financial Report of the Group complies with International Financial Reporting Standards (IFRS). Historical cost convention These financial statements have been prepared under the historical cost convention. Critical accounting estimates The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. Where these are areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, these are disclosed in Note 2(r). Comparative figures When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the current year. When the Group applies an accounting policy retrospectively, makes a retrospective restatement or reclassifies items in its financial statements, a statement of financial position as at the beginning of the earliest comparative period will be disclosed. Going concern basis The financial statements have been prepared on the going concern basis which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. For the year ended 30 June 2020 the Group incurred a loss after tax of $1,340,757 (2019: $4,410,376) and a net cash outflow from operations of $711,728 (2019: $4,066,312). At 30 June 2020, the Group has working capital surplus of $2,116,697 (2019: working capital of $2,586,749) and current cash holding was $1,108,285 (2019: $666,560). The directors have reviewed the business outlook and cash flow forecasts and are of the opinion that the use of the going concern basis of accounting is appropriate as they believe the Group has raised sufficient cash to continue operating beyond 12 months and will continue to raise further funds through subsequent capital raisings and will meet its expenditure commitments as required. 40 Notes to Financial Statements for the financial year ended 30 June 2020 2. Significant accounting policies (continued) (b) Correction of prior-period errors During the current reporting period, the Group reviewed its consolidation worksheets to ensure all non- controlling interests in Kimberley Mining Limited had been appropriately disclosed. Consequently, there were errors noted, which have been corrected and the non-controlling interest in Kimberley Mining Limited have been restated to ensure they reflect the correct position at 30 June 2020. 30 June 2019 Comparatives The impact of the correction of the error on the 30 June 2019 comparatives is summarised as follows: Consolidated Statement of Financial Position (Extract) Equity Reserves 30 June 2019 (Previously Reported) Increase / (Decrease) 30 June 2019 Restated 46,955,647 - 46,955,647 4,529,358 (469,349) 4,060,009 Accumulated Losses (48,692,932) 219,413 (48,473,519) Non-Controlling Interest - 249,936 249,936 Consolidated Statement of Financial Position amounts other than those mentioned above were not affected by the correction of prior period error. Consolidated Statement of Profit or Loss and other Comprehensive Income (Extract) Gain/(Loss) attributable to: Owners of the parent Non-controlling interest Total comprehensive gain/(loss) attributable to: Owners of the parent Non-controlling interest 30 June 2019 (Previously Reported) Increase / (Decrease) 30 June 2019 Restated (4,410,376) - 219,413 (219,413) (4,190,963) (219,413) (4,446,052) - 226,149 (226,149) (4,219,903) (226,149) Consolidated Statement of Profit or Loss and other Comprehensive Income amounts other than those mentioned above were not affected by the correction of prior period error. 41 Notes to Financial Statements for the financial year ended 30 June 2020 2. Significant accounting policies (continued) (c) Principles of Consolidation The consolidated financial statements incorporate the assets and liabilities of subsidiaries of the Company as at 30 June 2020 and the results of the subsidiaries for the period then ended. Metalicity Energy Pty Ltd, KYM Mining Pty Ltd, Ridgecape Holdings Pty Ltd, Kimberly Mining Australia Pty Ltd, Kimberly Mining Holdings Pty Ltd and Kimberly Mining Limited are the subsidiaries over which the Company has the power to govern the financial and operating policies as the holder of all of the voting rights. The subsidiaries are fully consolidated from the date of acquisition of the subsidiary. Consolidation will cease from the date that control of the subsidiary ceases. Any and all intercompany transactions and balances between the Company and the subsidiary are eliminated on consolidation. (d) Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value which is calculated as the sum of the acquisition-date fair values of assets less liabilities transferred to the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that: • deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with AASB 112 ‘Income Taxes’ and AASB 119 ‘Employee Benefits’ respectively; • liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with AASB 2 ‘Share-based Payment’ at the acquisition date; and • Assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 ‘Noncurrent Assets Held for Sale and Discontinued Operations’ are measured in accordance with that Standard. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non- controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. (e) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Sale of Goods Revenue from sale of goods in the course of ordinary activities is brought to account when delivered to the customer and selling prices are known or can be reasonably estimated. Government Tax Credits and Rebates Government tax credits and rebates, inclusive of research and development tax credit, are recognised as income at their fair value where there is a reasonable assurance that the grant or rebate will be received and the Group will comply with all attached conditions. 42 Notes to Financial Statements for the financial year ended 30 June 2020 2. Significant accounting policies (continued) (e) Revenue recognition (continued) Royalties Income Revenue from the sale of Royalties rights accounted during the year due to disposal of royalties to third party. Interest Income Interest revenue is recognised on a time proportionate basis using the effective interest method. Sale of tenement income Revenue from the sale of tenements accounted during the year due to disposal of tenements to third party. (f) Cash and Cash Equivalents For statement of cash flow presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. (g) Income Tax The income tax expense or revenue for the period is the tax payable on a current period’s taxable income based on the income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and tax losses. (h) Exploration Expenditure Exploration and evaluation expenditure incurred on granted exploration licences is accumulated in respect of each identifiable area of interest. These costs are carried forward where the rights to tenure of the area of interest are current and to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to any abandoned area will be written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest will be amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review will be undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. (i) Trade and other receivables Trade and other receivables are initially recognised at fair value and subsequently measured at amortised costs using the effective interest method, less provision for impairment. Trade and other receivables are generally receivable within 30 days. Collectability of trade receivables is reviewed on an ongoing basis. Amounts that are known to be uncollectible are written off by reducing the carrying amount directly. 43 Notes to Financial Statements for the financial year ended 30 June 2020 2. Significant accounting policies (continued) (j) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and usually paid within 30 days of recognition. (k) Borrowings Loans are carried at their principal amounts, which represent the present value of future cash flows associated with servicing the debt. Interest is accrued over the period it becomes due and is recorded as part of other creditors. (l) 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 from the proceeds. (m) Earnings per share Basic earnings per share (“EPS”) is calculated by dividing the result attributable to equity holders of the Company by the weighted number of shares outstanding during the year. Diluted EPS adjusts the figures used in the calculation of basic EPS to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed or known to have been issued in relation to dilutive potential ordinary shares. (n) 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 statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flow on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. (o) Employee Benefits Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. (p) Equity-Settled Compensation The Group operates equity-settled share-based payment share and option schemes to Directors and employees. The fair value of the equity to which Directors and employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Binomial or Black and Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. 44 Notes to Financial Statements for the financial year ended 30 June 2020 2. Significant accounting policies (continued) (q) Financial Instruments Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial instruments (except for trade receivables) are measured initially at fair value adjusted by transactions costs, except for those carried “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss. Where available, quoted prices in an active market are used to determine the fair value. In other circumstances, valuation techniques are adopted. Subsequent measurement of financial assets and financial liabilities are described below. Trade receivables are initially measured at the transaction price if the receivables do not contain a significant financing component in accordance with AASB 15. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Classification and subsequent measurement Financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments, are classified into the following categories upon initial recognition: amortised cost; fair value through other comprehensive income (FVOCI); and fair value through profit or loss (FVPL). Classifications are determined by both: The contractual cash flow characteristics of the financial assets; and The entities business model for managing the financial asset. Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL): they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments. Financial assets at fair value through other comprehensive income (Equity instruments) The Group measures debt instruments at fair value through OCI if both of the following conditions are met: The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding; and 45 Notes to Financial Statements for the financial year ended 30 June 2020 2. Significant accounting policies (continued) (q) Financial Instruments (continued) The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling the financial asset. For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under AASB 132Financial Instruments: Presentation and are not held for trading. Financial assets at fair value through profit or loss (FVPL) Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Financial liabilities Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss. All interest-related charges and, if applicable, gains and losses arising on changes in fair value are recognised in profit or loss. Impairment The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by AASB, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The classification depended on the purpose for which the investments were acquired. Management determined the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluated this designation at the end of each reporting period. Valuation techniques In the absence of an active market for an identical asset or liability, the Group selects and uses one or more valuation techniques to measure the fair value of the asset or liability. The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of the following valuation approaches: Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities. Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value. 46 Notes to Financial Statements for the financial year ended 30 June 2020 2. Significant accounting policies (continued) (q) Financial Instruments (continued) Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity. Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable. Fair value hierarchy AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows: Level 1 Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 Measurements based on unobservable inputs for the asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3. The Group would change the categorisation within the fair value hierarchy only in the following circumstances: (i) if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or (ii) if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa. When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy (i.e. transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred. (r) Critical Accounting Estimates and Judgements The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assumed a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. 47 Notes to Financial Statements for the financial year ended 30 June 2020 2. Significant accounting policies (continued) (r) Critical Accounting Estimates and Judgements (continued) Key Estimates – Impairment The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to an impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in- use calculations performed in assessing recoverable amounts incorporate a number of key estimates. This includes as assessment of the carrying values of intangibles and capitalised exploration and evaluation costs Key Estimates – Share based payment transactions The Group measures the cost of equity-settled transactions with employees (including directors) by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option pricing model, using the assumptions detailed in Note 16. Key Estimates – Exploration expenditure The write-off and carrying forward of exploration acquisition costs is based on an assessment of an area of interest’s viability and/or the existence of economically recoverable reserves. Key Estimates – Deferred taxation Deferred tax assets in respect of tax losses have not been brought to account as it is not considered probable that future taxable profits will be available against which they could be utilised (s) Application of new and revised Accounting Standards The Group has considered the implications of new and amended Accounting Standards which have become applicable for the current financial reporting period. The Group had to change its accounting policies as a result of adopting the following Standard: - AASB 16: Leases The Group had 1 lease during the year which was terminated prior to 30 June 2020, therefore the adoption of AASB 16 does not have a significant impact on the financial report. Leases The Group as lessee At inception of a contract the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use asset and a corresponding liability are recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases (i.e. leases with a remaining lease term of 12 months or less) and leases of low-value assets are recognised as an operating expense on a straight-line basis over the term of the lease. Initially, the lease liability is measured at the present value of the lease payments still to be paid at the commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses incremental borrowing rate. Lease payments included in the measurement of the lease liability are as follows; fixed lease payments less any lease incentives; - - variable lease payments that depend on index or rate, initially measured using the index or rate at the commencement date; the amount expected to be payable by the lessee under residual value guarantees; the exercise price of purchase options if the lessee is reasonably certain to exercise the options; - - 48 Notes to Financial Statements for the financial year ended 30 June 2020 2. Significant accounting policies (continued) (s) Application of new and revised Accounting Standards (continued) - lease payments under extension options, if the lessee is reasonably certain to exercise the options; and - payments of penalties for terminating the lease, if the lease term reflects the exercise of options to terminate the lease. The right-of-use asses comprise the initial measurement of the corresponding lease liability, any lease payments made at or before the commencement date and any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest. Where a lease transfers ownership of the underlying asset or the costs of the right-of-use asset reflects that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset. Initial Application of AASB 16: Leases The Group has adopted AASB 16: Leases retrospectively with the cumulative effect of initially applying AASB 16 recognised as 1 July 2019. In accordance with AASB 16, the comparatives for the 2019 reporting period have not been restated. The following practical expedients have been used by the Group in applying AASB 16 Leases for the first time: - Leases that have remaining lease term of less than 12 months as at 1 July 2019 have been accounted for in the same way as short-term lease. Other standards not yet applicable 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 or future reporting periods and on foreseeable future transactions. (t) Foreign Currency Transactions and Balances The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional currency. The functional currency of Canadian subsidiary is Canadian Dollars. Transaction and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non- monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in equity when the exchange difference arises on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation). Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income, otherwise the exchange difference is recognised in the profit or loss. 49 Notes to Financial Statements for the financial year ended 30 June 2020 2. Significant accounting policies (continued) (t) Foreign Currency Transactions and Balances (continued) Group companies The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows: — Assets and liabilities are translated at exchange rates prevailing at the end of the reporting period; — Income and expenses are translated at average exchange rates for the period; and — Retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations with functional currencies other than the Australian dollar are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of. 3. Segment information Identification of reportable segments The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Group has two geographic segment being Australia and Canada and operates in one industry being the exploration of minerals. Segment result Segment revenue Australia Canada Segment expenses Australia Canada Income tax (Loss) after tax Consolidated 30 June 2020 $ 570,882 - 570,882 30 June 2019 $ 285,301 42,243 327,544 (1,466,170) (445,469) (1,911,639) (3,140,376) (1,597,544) (4,737,920) - (1,340,757) - (4,410,376) 50 Notes to Financial Statements for the financial year ended 30 June 2020 3. Segment information (continued) Segment assets and liabilities Consolidated Consolidated Non-current assets Non-current liabilities Australia Canada Australia Canada 30 June 2020 $ 1,162,034 - 1,162,034 30 June 2019 $ 205,324 - 205,324 30 June 2020 $ 30 June 2019 $ - - - - - - Total assets Total liabilities 30 June 2020 $ 2,641,202 1,441,737 4,082,939 30 June 2019 $ 1,385,542 2,797,852 4,183,394 30 June 2020 $ 804,208 - 804,208 30 June 2019 $ 226,421 1,164,900 1,391,321 4. Revenue An analysis of the Group’s revenue for the year is as follows: Consolidated Group Sale of Royalty Gain on revaluation of shares Lease Income Interest earned Gain on sale of shares Foreign exchange gain Sale of tenements Government stimulus Other 2020 $ 200,000 233,833 22,937 1,040 4,795 4,874 64,870 16,572 21,961 570,882 2019 $ 80,440 - 67,992 4,426 44,125 48,858 - - 81,703 327,544 51 Notes to Financial Statements for the financial year ended 30 June 2020 5. Expenses Accounting & audit ASX Company secretarial fees Consulting fees Depreciation Employee benefits Exploration written-off Investor relations KML costs Legal fees Project work & generation - cash Rent & office costs Share based payments Share registry fees Travel & accommodation Impairment of assets held for sale Reversal of deferred income Cost of tenements sold Other Total expenses 6. Income tax expense Consolidated Group 2020 $ 38,974 34,409 52,000 72,129 63 434,372 124,795 50,873 166,086 170,333 91,179 157,190 64,939 39,823 16,613 279,383 - - 118,478 1,911,639 2019 $ 100,377 40,261 54,400 68,789 1,640 615,130 634,834 114,116 678,614 152,032 1,372,772 212,878 16,689 44,022 53,034 6,824,415 (7,053,180) 549,365 257,732 4,737,920 Consolidated Group 2019 $ 2020 $ a) Numerical reconciliation of income tax expense to prima facie tax payable Loss from continuing operations before income tax expense (1,340,757) (4,410,376) Tax at the Australian tax rate of 27.5% (2019: 27.5%) (368,708) (1,212,853) Tax effect of amounts which are not deductible in calculating taxable income Tax effect of amounts which are non (taxable) in calculating taxable income R&D Rebate (Over)/under provision from prior year 59,583 506,027 (368,055) (355,994) - - (22,121) (110,765) Tax losses not recognised 677,180 1,195,706 Prior year losses not recognised, now recognised Income tax expense - - - - 52 Notes to Financial Statements for the financial year ended 30 June 2020 6. Income taxes (continued) b) Tax losses Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit at 26% (2019: 27.5%) Consolidated Group 2019 $ 2020 $ 10,293,144 9,616,234 2,676,217 2,644,464 Tax losses have not been recognised as a deferred tax asset as recoupment is dependent on, amongst other matters, sufficient future assessable income being earned. That is not considered certain in the foreseeable future and accordingly there is uncertainty that the losses can be utilised. There are deferred tax liabilities of approximately $709,919 relating to capitalised exploration costs claimed for tax as at 30 June 2020 (2019: $56,136). These are offset with the deferred tax assets that have been recognised to the extent of the deferred tax liabilities. 7. Cash and cash equivalents (a) Reconciliation of cash and cash equivalents For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments. Cash and cash equivalents at the end of the financial year as shown in the consolidated statement of cash flows are reconciled to the related items in the consolidated statement of financial position as follows: Cash and cash equivalents Consolidated Group 2019 2020 $ $ 666,560 1,108,285 (b) Reconciliation of loss for the year to net cash flows from operating activities Loss for the year Share based payments Foreign exchange loss/(gain) Depreciation Exploration written-off Gain on revaluation Gain on sale of listed securities Cost of tenements sold Reversal of deferred income Impairment of asset held for sale Gain on sale of shares (Increase) in trade and other receivables and other asset (Decrease) in trade and other payables (Decrease)/increase in provisions Net cash (used in) operating activities (c) Non cash investing and financing activities For shares issued to acquire exploration tenements, refer to note 16(a). (1,340,757) 64,939 (4,874) 63 124,795 (233,833) (4,795) - - 279,383 - (44,477) 431,599 16,229 (711,728) (4,410,376) 16,689 48,119 1,640 634,834 - - 549,365 (7,053,180) 6,824,415 (44,125) (400,240) (212,117) (21,336) (4,066,312) 53 Notes to Financial Statements for the financial year ended 30 June 2020 8. Trade and other receivables GST Receivable Lease fee receivable Shares to be issued None of these receivables are past due or impaired. 9. Other assets Tenement applications and deposits Prepayments Rental security Shares held for sale(1) Expenditure incurred Consolidated Group 2019 2020 $ $ 70,246 66,300 6,477 - - 54,900 76,723 121,200 Consolidated Group 2019 2020 $ $ 325,010 34,196 38,500 102,141 499,847 9,558 - 271 260,975 270,804 (1)The Group held 2,087,796 shares in NEX Metals Explorations Limited. This investment is carried at fair value through profit and loss. 10. Current Assets Held for Sale Assets Held for sale Balance at beginning of the period Capitalisation of exploration expenditure Impairment of Assets Held for Sale Sale of tenements(1) Balance of assets held for sale Liabilities Related to Non-Current Assets Held for Sale Balance at beginning of the period Translation difference Payment of deferred acquisition costs(2) Reversal of deferred income Settlement of liability(1) Balance at period end Consolidated Group 2019 2020 $ $ 2,734,940 - (279,383) (1,034,941) 1,420,616 9,175,727 383,629 (6,824,416) - 2,734,940 Consolidated Group 2019 2020 $ $ 1,034,941 - 8,553,180 34,941 - (500,000) - (1,034,941) - (7,053,180) 1,034,941 (1) During the year ended 30 June 2020, the Company entered into a Deed of Settlement, completed on 11 October 2019, with Meridian (Lennard Shelf Projects) Pty Ltd for the return of the Napier Range assets in satisfaction of the outstanding liability owing to Meridian (Lennard Shelf Projects) Pty Ltd. (2) The deferred acquisition costs at 30 June 2018 relate to the final two payments, of $500,000 and $1,000,000, for the acquisition of the Napier Range tenements. The first payment of $500,000 was made during the year ended 30 June 2019. 54 Notes to Financial Statements for the financial year ended 30 June 2020 11. Exploration and evaluation expenditure Exploration at cost at the beginning of the period Acquisition costs Expenditure incurred Exploration written-off Tenements sold Closing balance Consolidated Group 2019 2020 $ $ 204,133 10,000 1,071,569 (124,795) - 1,160,907 2,304,094 - 603,245 (634,834) (2,068,372) 204,133 Total expenditure incurred and carried forward in respect of specific projects - Kookynie and Yundamindra - Other Total carried forward exploration expenditure 1,152,449 8,458 1,160,907 204,133 - 204,133 12. Trade and other payables Trade payables and accruals BAS payable 13. Provisions Consolidated Group 2019 2020 $ $ 730,255 - 730,255 320,561 13,749 334,310 Consolidated Group 2019 2020 $ $ Employee benefits – annual leave 38,299 22,070 55 Notes to Financial Statements for the financial year ended 30 June 2020 14. Issued capital (a) Issued share capital 1,397,793,904 (2019: 624,422,475) fully paid ordinary shares 48,568,493 46,955,647 2020 $ 2019 $ (b) Movement in ordinary share capital Date Details 01/07/2018 Opening balance 12/11/2018 Deferred consideration 10/06/2019 Share placement at $0.06 30/06/2019 Reversal of prior year shares incorrectly issued 30/06/2019 Balance at the end of the year Date Details 01/07/2019 Opening balance 12/09/2019 Share placement at $0.06 4/10/2019 Share placement at $0.06 18/10/2019 Share placement at $0.06 14/02/2020 Share placement at $0.006 22/05/2020 Entitlement issue at $0.002 22/05/2020 Share placement at $0.002 15/06/2020 Conversion of options at $0.004 29/06/2020 Conversion of options at $0.004 Issue costs* 30/06/2020 Balance at the end of the year Number of shares 592,463,745 10,000,000 22,514,285 (555,556) 624,422,474 Number of shares 624,422,474 19,966,668 33,843,825 44,976,970 2,027,777 483,491,811 180,000,000 8,104,170 960,209 - 1,397,793,904 $ 46,638,047 160,000 157,600 - 46,955,647 $ 46,955,647 119,800 203,063 269,861 12,167 966,985 360,000 32,416 3,841 (355,287) 48,568,493 Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands or on a poll every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote. *Included in issue costs $162,706 of which relates to options to be issued to brokers. 56 Notes to Financial Statements for the financial year ended 30 June 2020 15. Options, Performance Rights and Warrants Options At year end 30 June 2020, the Company had 347,689,002 options over ordinary shares under issue (30 June 2019: 175,538,837). These options are exercisable as follows: Details Management incentive options Other options No of Options 4,500,000 4,500,000 6,500,000 3,150,000 4,550,000 4,550,000 2,500,000 2,500,000 2,500,000 2,000,000 2,000,000 12,766,670 25,709,467 11,257,144 3,000,000 3,000,000 3,993,333 6,768,765 8,995,430 266,667 232,681,526 347,689,002 Grant Date Date of Expiry Exercise Price $ 02/07/2015 02/07/2015 02/07/2015 27/11/2015 27/11/2015 27/11/2015 27/07/2018 27/07/2018 27/07/2018 10/04/2019 10/04/2019 18/08/2017 21/02/2018 10/06/2019 15/03/2018 15/03/2018 09/09/2019 04/10/2019 18/10/2019 14/02/2020 22/05/2020 23/07/2020 23/07/2020 23/07/2020 10/12/2020 10/12/2020 10/12/2020 26/08/2021 26/08/2021 26/08/2021 14/01/2022 14/01/2022 18/08/2020 14/02/2023 31/05/2022 12/03/2021 12/03/2021 09/09/2020 04/10/2020 18/10/2020 18/10/2020 22/05/2022 0.025 0.03 0.04 0.03 0.04 0.05 0.06 0.08 0.10 0.025 0.035 0.08 0.08 0.02 0.06 0.08 0.015 0.015 0.015 0.015 0.004 The weighted average exercise price of the above options is $0.021 (2019: $0.062) Balance at beginning of the year Granted during the year (see note 16(a)) Exercised during the year Forfeited/expired/cancelled during the year Balance at the end of the year Performance Rights 2020 No. 175,538,837 261,770,100 (9,064,379) (80,555,556) 347,689,002 2019 No. 156,781,693 22,757,144 - (4,000,000) 175,538,837 At the date of this report, the Company had 32,025,000 performance rights over ordinary shares under issue (30 June 2019: 2,274,713). These performance rights are exercisable as follows: Details Performance rights Performance rights Performance rights No of Performance Rights 400,000 16,000,000 15,625,000 32,025,000 Grant Date Date of Expiry Hurdle Price $ 31/01/2018 25/11/2019 25/11/2019 15/03/2021 30/01/2023 30/01/2023 0.06 0.025 0.05 57 Notes to Financial Statements for the financial year ended 30 June 2020 15. Options, Performance Rights and Warrants (continued) Performance Rights (continued) Balance at beginning of the year Granted during the year (Refer 16(a)) Exercised during the year Forfeited/expired/cancelled during the year Balance at the end of the year Capital Management 2020 No. 2,274,713 31,625,000 - (1,874,713) 32,025,000 2019 No. 2,274,713 - - - 2,274,713 Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can fund its operations and continue as a going concern. The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets. The Group is not subject to any externally imposed capital requirements. Management effectively manages the Group’s capital by assessing the Group’s financial 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 to shareholders and share issues. 16. Share Based Payments (a) Recognised share-based payment expense The expense recognised for options and shares issued during the year is shown in the table below: Expense arising from equity-settled share-based payment transaction: - Performance rights issued to employees/contractors - Options issued to employees Total Consolidated Group 2019 2020 $ $ 64,939 - 64,939 - 16,689 16,689 58 Notes to Financial Statements for the financial year ended 30 June 2020 16. Share Based Payments (continued) (a) Recognised share-based payment expense (continued) The following option and performance right arrangements were issued during the current and prior reporting periods: 30 June 2020 Options/Performance Rights Number Grant Date Expiry Date Exercise Price Options Issued 12/09/2019 Issued 04/10/2019 Issued 18/10/2019 Issued 14/02/2020 Issued 10/04/2019 Performance rights Issued 14/01/2020(2) Issued 14/01/2020(3) 30 June 2019 Option Series/Performance Rights Options Issued 29/08/2018 Issued 29/08/2018 Issued 29/08/2018 Issued 10/04/2019 Issued 10/04/2019 09/09/2019 04/10/2019 18/10/2019 14/02/2020 22/05/2020 09/09/2020 04/10/2020 18/10/2020 18/10/2020 22/05/2022 0.015 0.015 0.015 0.015 0.004 Fair Value at Grant Date $0.00(1) $0.00(1) $0.00(1) $0.00(1) $0.00(4) 25/11/2019 25/11/2019 30/01/2023 30/01/2023 0.00 0.00 $0.00245 $0.00164 3,993,333 6,768,765 8,995,430 266,667 241,745,905 261,770,100 16,000,000 15,625,000 31,625,000 Number Grant Date Expiry Date Exercise Price 2,500,000 2,500,000 2,500,000 2,000,000 2,000,000 11,500,000 27/07/2018 27/07/2018 27/07/2018 10/04/2019 10/04/2019 26/08/2021 26/08/2021 26/08/2021 14/01/2022 14/01/2022 0.06 0.08 0.10 0.025 0.035 Fair Value at Grant Date $0.0015 $0.0006 $0.0003 $0.0030 $0.0024 (1) No fair value is attributable to these options as they are free attaching options issued in relation to the Placements and Entitlement issues during the year. (2)Performance rights, with zero exercise price, were granted to employees on 25 November 2019, which vest when the 20 day VWAP of the share price of the Company exceeds $0.025. (3)Performance rights, with zero exercise price, were granted to employees on 25 November 2019, which vest when the 20 day VWAP of the share price of the Company exceeds $0.05. (4) No fair value attributable to these options as these were listed options issued during the year. 59 Notes to Financial Statements for the financial year ended 30 June 2020 16. (b) Share Based Payments (continued) Types of share-based payment plans (i) There were $64,939 share based payments relating to performance rights in 2020 (2019: $16,689). Options and performance rights The following tables lists the inputs to the model used to value the performance rights issued during the financial year ended 30 June 2020: No of Performance Rights 16,000,000 15,625,000 Grant date Share price Exercise price Risk-free interest rate Vesting Conditions and Period Expiry date Volatility Fair value at grant date (cents) Discount for vesting condition Fair value after discounts (cents) 25/11/19 $0.004 $0.00 0.765% If 20 day VWAP exceeds $0.025 30/01/23 138% 0.004 40% 0.00246 25/11/19 $0.004 $0.00 0.765% If 20 day VWAP exceeds $0.05 30/01/23 138% 0.004 60% 0.00164 Shares (ii) There were no share based payments relating to options in the financial year ended 30 June 2020 (2019: $1,000,000), apart from performance rights stated above. Please note unlisted options granted during the year were free attaching options. Summary of share based payment options granted (c) The following table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options issued during the year: 2020 No 175,538,837 Outstanding at the beginning of the year 261,770,100 Granted during the year Exercised during the year (9,064,379) Expired/forfeited/cancelled during the year (80,555,556) Outstanding at the end of the year 347,689,002 2020 WAEP 0.062 0.0048 0.004 0.058 0.021 2019 2019 No WAEP 156,781,693 22,757,144 - (4,000,000) 0.0646 0.0415 - 0.06 175,538,837 0.062 (d) Weighted average of remaining contractual life The weighted average remaining contractual life for the share options outstanding as at 30 June 2020 is 1.48 years (2019: 1.56 years). The weighted average remaining contractual life for the performance rights outstanding as at 30 June 2020 is 1.49 years (2019: 1.70 years) Range of exercise price (e) The range of exercise prices for options outstanding at the end of the year was $0.015-$0.02 (2019: $0.025-$0.12). The performance rights do not have an exercise price. 60 Notes to Financial Statements for the financial year ended 30 June 2020 16. Share Based Payments (continued) Weighted average fair value (f) The weighted average fair value of options granted during the year, excluding free attaching options, was Nil (2019: $0.0884). The weighted average fair value of performance rights granted during the year was Nil (2018: $0.0384) (g) The following options were exercised during the year. Share options exercised during the year 2020 Option Series Number Grant Date Expiry Date Exercise Price Issued 22/05/2020 9,064,379 22/05/2020 22/05/2022 $0.004 Fair Value at Grant Date 0.004 2019 Nil (h) Kimberly Mining Limited Warrants As at 30 June 2020, there were 31,128,738 in issued common shares in Kimberly Mining Limited and 8,734,370 under warrants (30 June 2019: 14,371,570). These warrants are exercisable/convertible as follows: Details Special Warrants Special Warrants – Tranche 2 No of Warrants Date of Expiry 5,289,500 3,171,500 8,461,000 23/08/2023 23/09/2023 Conversion Price $ 0.4 0.4 Details Broker Warrants Broker Warrants – Tranche 2 No of Warrants 176,620 96,750 273,370 Date of Expiry 29/08/2020 28/09/2020 Conversion Price $ 0.40 0.40 Special warrants and broker warrants are convertible to 1 ordinary share in Kimberly Mining Limited upon exercise. 61 Notes to Financial Statements for the financial year ended 30 June 2020 17. Financial Risk Management Risk management is the role and responsibility of the board. The Group's current activities expose it to minimal risk. However, as activities increase there may be exposure to interest rate, market, credit, and liquidity risks. Interest Rate Risk (a) The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows: Floating interest rate 1 year or less Over 1 year to 5 years More than 5 years Non interest bearing Total $ $ $ $ $ $ 30 June 2020 Financial Assets Cash and deposits Trade and other receivables Weighted average interest rate Financial liabilities Trade and other payables 30 June 2019 Financial Assets Cash and deposits Trade and other receivables Weighted average interest rate Financial liabilities Trade and other payables 1,078,677 - 1,078,677 0.40% - - - - - - - 80,487 20,197 - 80,487 20,197 - 0.81% 2.45% - - - - - - - - - - - - - - - - - - - - - - - - 29,608 121,200 150,808 1,108,285 121,200 1,229,485 0.35% 730,255 730,255 730,255 730,255 565,876 76,723 642,599 666,560 76,723 743,283 0.04% 334,310 334,310 334,310 334,310 The Group has interest bearing assets and therefore income and operating cash flows are subject to changes in the market rates. However, market changes in interest rates will not have a material impact on the profitability or operating cash flows of the Group. A movement in interest rates of +/- 100 basis points will result in less than a +/- $10,786 (2019: $800) impact on the Group’s income and operating cash flows. At this time, no detailed sensitivity analysis is undertaken by the Group. (b) Market risk The Group’s listed investments are susceptible to market risk arising from uncertainties about its fair value. This risk is managed by investing decisions conducted by a committee or Board. The Group held 2,087,796 shares in NEX Metals Explorations Limited valued at $260,975 as at 30 June 2020. This is a level 1 measurement in accordance with the AASB 13 Fair Value hierarchy. (c) Credit risk The Group has no significant concentrations of credit risk and as such, no sensitivity analysis is prepared by the Group. Credit risk related to balances with banks is managed by ensuring that the surplus funds are only invested with counterparties with a Standard & Poor’s rating of at least AA-. 62 Notes to Financial Statements for the financial year ended 30 June 2020 17. Financial Risk Management (continued) (d) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash to meet commitments as and when they fall due. The Group manages liquidity risk by preparing forecasts and monitoring actual cash flows and requirements for future capital raisings. The Group does not have committed credit lines available, which is appropriate given the nature of its operations. Surplus funds are invested in a cash management account with ANZ which is available as required. The material liquidity risk for the Group is the ability to raise equity in the future. (e) Effective interest rate and repricing analysis Cash and cash equivalents are the only interest bearing financial instruments of the Group. (f) Currency risk Currency risk arises from investments that are denominated in a currency other than the respective functional currencies of Group entities. The Group is exposed to foreign currency risk in the form of financial instruments held in US Dollars (USD). The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows: Cash and cash equivalents Total Exposure 2020 USD$ 660 660 2019 USD$ 327,015 327,015 Assuming all other variables remain constant, a 10% strengthening of the Australian dollar at 30 June 2020 against the USD would have resulted in an increased loss of $85 (2019: $46,600). A 10% weakening of the AUD would have resulted in a decreased loss of $94 (2019: $46,600), assuming all other variables remain constant. The Group does not currently hedge against currency risk. 18. Key management personnel disclosures Key management personnel compensation Short-term employee benefits Post-employment benefits Share based payments Consolidated Group 2020 $ 607,388 41,640 64,939 713,967 2019 $ 921,541 47,404 16,689 985,634 Detailed remuneration disclosures are provided in sections 1 to 4 of the Remuneration Report in the Directors’ Report. Apart from the Company’s directors, the Group had no employees as at 30 June 2020 (30 June 2019: 2 employees). 63 Notes to Financial Statements for the financial year ended 30 June 2020 19. Remuneration of auditors During the year the following fees (exclusive of GST) were paid or payable for services provided by the auditor of the Group: Audit services - Audit and review of financial report and other audit work under the Corporations Act 2001 - Over provision of audit fees for prior year Non-audit services - Other services provided Total remuneration for audit and other services Consolidated Group 2020 $ 2019 $ 39,425 50,673 (770) - - - 38,655 50,673 The auditors of Metalicity Limited and its subsidiaries is Stantons International. 20. Contingent liabilities The Company has entered into an Agreement with Harbury Advisors Pty Ltd to assist with the divestment of the Company’s interest in the Admiral Bay project. Harbury Advisors Pty Ltd are paid a retainer of $15,000 a month (exclusive of GST) and will be paid a success fee of 6% of the Asset Value on successful completion. The Company is currently seeking legal advice on proceedings undertaken within the state of Minnesota , United States of America concerning Portland Orthopaedics Limited activities. The company remains unaware of the potential financial impact other than that the US Complaint (equivalent to statement of claim) has a pleading that the plaintiff’s claim “exceeds the sum or value of US$75,000, exclusive of interest and costs”, which the Company have been informed by the US lawyers that this is a jurisdictional requirement and is not a pleading of the actual amount of the claim, and the plaintiff’s lawyers have not otherwise given an indication of the value of the claim. At the date of this report, the amount and probability of any claim is not determinable. 64 Notes to Financial Statements for the financial year ended 30 June 2020 21. Commitments for expenditure (a) Exploration Commitments In order to maintain an interest in the mining and exploration tenements in which the Group is involved, the Group is committed to meet the conditions under which the tenements were granted and the obligations of any joint venture agreements. The timing and amount of exploration expenditure commitments and obligations of the Group are subject to the minimum expenditure commitments required as per the Mining Act, as amended, and may vary significantly from the forecast based upon the results of the work performed which will determine the prospectivity of the relevant area of interest. These obligations are not provided for in the financial report and are payable. Outstanding exploration commitments are as follows (other than detailed below, no estimate has been given of expenditure commitments beyond 12 months as this is dependent on the Directors' ongoing assessment of operations and, in certain circumstances, Native Title negotiations): Consolidated Group 2019 $ 321,580 3,847,551 - 4,169,131 2018 $ 1,217,400 - - 1,217,400 Not longer than 1 year Longer than 1 year and not longer than 5 years Longer than 5 years (b) Operating Lease Commitments The Group has no operating leases at 30 June 2020. 22. Related Party transactions (a) Key management personnel During the year ended 30 June 2020, there were no related party transactions with key management personnel. All other disclosures relating to key management personnel are set out in Note 18 and in the detailed remuneration disclosures in the Directors’ Report. (b) Transaction with related parties There were no transactions with related parties other than with key management personnel as noted above. (c) Outstanding balances arising from sales / purchases of goods and services There are no balances owing to or from related parties at 30 June 2020 (2019: $Nil). 65 Notes to Financial Statements for the financial year ended 30 June 2020 23. Earnings per share Consolidated Group (a) Basic earnings per share Loss from continuing operations attributable to the ordinary equity holders of the Company (b) Diluted earnings/(loss) per share Loss from continuing operations attributable to the ordinary equity holders of the Company (c) Reconciliation of profit/(loss) used in calculating earnings per share Basic and diluted profit/(loss) per share Loss from continuing operations attributable to the ordinary equity holders of the Company Loss from discontinued operations (d) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic earnings/(loss) per share Adjustment for calculation of diluted profit/(loss) per share - Options Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings/(loss) per share 2020 Cents (0.17) (0.17) (0.17) (0.17) 2020 $ (1,274,669) - (1,274,669) 2020 Number 2019 Cents (0.7) (0.7) (0.7) (0.7) 2019 $ (4,190,963) - (4,190,963) 2019 Number 770,501,748 599,998,774 - - 770,501,748 599,998,774 As the Group made a loss for the years ended 30 June 2020 and 30 June 2019, the options on issue have no dilutive effect. Therefore, dilutive loss per share is equal to basic loss per share. 24. Group entities Parent entity Metalicity Limited Subsidiary Stuart Town Gold Pty Ltd Metalicity Energy Pty Ltd KYM Mining Pty Ltd Kimberley Mining Limited(1) Ridgecape Holdings Pty Ltd(1) Kimberley Mining Australia Pty Ltd(1) Kimberley Mining Holdings Pty Ltd(1) Country of incorporation Interest 2020 Interest 2019 Australia Australia Australia Australia Canada Australia Australia Australia - 100% 100% ~80.3% ~80.3% ~80.3% ~80.3% 100% 100% - ~81% ~81% ~81% ~81% (1)Metalicity Limited holds ~80.3% interest in Kimberley Mining Limited, and its wholly owned subsidiaries, with outside equity interest holding the remaining ~19.7%. The outside equity interest in Kimberley Mining Limited equates to ~6.7% of the net assets of the Group, being $217,870 at 30 June 2020 (2019: $249,936). 66 Notes to Financial Statements for the financial year ended 30 June 2020 25. Parent entity information Statement of financial position As at 30 June 2020 ASSETS Total current assets Total non-current assets TOTAL ASSETS LIABILITIES Total current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Other reserves Accumulated losses TOTAL EQUITY Profit/(Loss) of the parent entity Total comprehensive (loss) of the parent entity Parent 2020 $ 1,279,724 2,990,986 4,270,710 804,449 804,449 3,466,261 48,568,493 2,271,043 (47,373,275) 3,466,261 (4,695,136) (4,695,136) Parent 2019 $ 1,168,492 5,373,010 6,541,502 220,597 220,597 6,320,905 46,955,647 2,043,397 (42,678,139) 6,320,905 1,643,517 1,643,517 The parent entity has not provided any guarantees or become responsible for contingent liabilities or contractual commitments of its subsidiaries, other than those disclosed in this financial report. 27. Subsequent events Other than the following, the directors are not aware of any significant events since the end of the reporting period which significantly affect or could significantly affect the operations of the consolidated entity in future financial years: - On 16 July 2020, the Company announced the conversion of 13,802,941 options at various option prices, raising $142,120. - On 24 July 2020, the Company announced the conversion of 2,148,014 options at $0.004 and 15,508 options at $0.015, raising $8,825. - On 10 August 2020, the Company announced the conversion of 877,445 options at $0.004 and 246,300 options at $0.015, raising $7,20. - On 20 August 2020, the Company announced the conversion of 13,500,000 options at $0.004, raising $54,000 and the vesting of 15 million performance rights. - On 20 August 2020, the Company announced the shareholder approved conversion of outstanding Director Fees into 23,882,240 fully paid ordinary shares. - On 21 August 2020, the Company announced the issue of 177.5 million options, as approved by shareholders at general meeting. - On 28 August 2020, the Company announced the conversion of 2,538,168 options at $0.004 and 16,691 options at $0.015, raising $10,403. - On 7 September 2020, Metalicity Limited announced the completion of a $5 million placement (before costs) to existing and new sophisticated and professional investors with the issue of 208.3m shares at $0.024 and 35,000,000 options to brokers at an exercise price of $0.03. - On 9 September 2020, the Company announced the conversion of 49,386,253 options at $0.004 and 1,255,689 options at $0.015, raising $216,380 and the vesting of 1,000,000 performance rights. - On 24 September 2020, the Company announced the appointment of Mr Nick Day as Company Secretary following the resignation of Mr Neil Hackett. 67 ASX Additional Information Additional Information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below. The shareholder information was applicable as at 17 September 2020. (a) Substantial Shareholder There are no substantial shareholders at the date of this report. (b) Voting Rights Ordinary Shares On a show of hands every member present at a meeting of shall have one vote and upon a poll each share shall have one vote. Options There are no voting rights attached to the options (c) Distribution of Equity Security Holders (i) Ordinary Shares Category 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Ordinary Fully Paid Shares 296,179 792,194 971,379 112,194,689 1,615,692,045 1,729,946,486 % Issued Capital 0.02 0.05 0.06 6.49 93.40 100.00 There were 7,622,685 unmarketable parcel of ordinary shares. (ii) Listed Options Category 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Listed Options 6,948 37,223 108,854 5,748,534 327,290,910 333,192,469 % of Listed Options 0.00 0.01 0.03 1.73 98.23 100.00 68 ASX Additional Information (d) Equity Security Holders (i) Ordinary Shares The names of the twenty largest ordinary fully paid shareholders at 17 September 2020 are: 1. 1.1. 2. 2. 3. 3. 3. CITICORP NOMINEES PTY LIMITED E C DAWSON SUPER PTY LTD LOKTOR HOLDINGS PTY LTD 4. ARDEA RESOURCES LIMITED 5. MR JASON NEWTON LIVINGSTONE 5.5. 5.5. 6. 6. 6. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 7. MR DAVID KENLEY 7. 7. 8. MR ZHANGHE CHEN 8. 8.8. 8. 9. 9. 9.9. J P MORGAN NOMINEES AUSTRALIA PTY LIMITED COVENTINA HOLDINGS PTY LTD 10 10 10 11. FMG PILBARA PTY LTD 12. MR CHEYNE MICHAEL DUNFORD 12. 13. MR ANDREW DALEY & MRS INEKE DALEY 13. 13. 14. 14. 14. KAGARA LTD 15. 15.15. 15.15. 15. 16. 16. TROMSO PTY LIMITED BNP PARIBAS NOMINEES PTY LTD 17. DR LOUISE ANN CULLEN 17. 17.17. 18. HOGHTON SUPERFUND PTY LTD 18.18. 18.18. 18. 19. MR GREGORY JAMES MILLER 19. 19. 19. 20. NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT> 20.20.20.20.20. Total Number Held 37,665,515 34,773,687 34,406,250 33,843,825 23,574,348 18,251,297 16,671,666 16,544,409 15,844,487 15,439,285 15,000,000 14,560,000 13,992,982 12,806,711 11,000,000 9,667,494 9,505,000 9,200,000 9,000,000 8,999,169 360,746,125 Percentage of Issued Shares 2.18 2.01 1.99 1.96 1.36 1.06 0.96 0.96 0.92 0.89 0.87 0.84 0.81 0.74 0.64 0.56 0.55 0.53 0.52 0.52 20.85 69 ASX Additional Information (ii) Listed Option Holders The names of the twenty largest listed option holders shareholders at 17 September 2020 are: 1. 1.1. 2. 2. 2. 3. 4. 4. 4. 5. 6. 6. 6. PEARSE STREET PTY LTD CG NOMINEES (AUSTALIA) PTY LTD HISHENK PTY LTD E C DAWSON SUPER PTY LTD RECO HOLDINGS PTY LTD UPSKY EQUITY PTY LTD 7. MR CHEYNE MICHAEL DUNFORD 7. 7. 8. 8. 8.8. 8. GEORDIE BAY HOLDINGS PTY LTD SKYWALKER HOLDINGS WA PTY LTD 9.9. 9. 9. 9. 9. MR DAVID KENLEY 9. 9. 9.9. 9. WINDELL HOLDINGS PTY LTD 9. 9.9. 9. 10 LOKTOR HOLDINGS PTY LTD 11. CRAZY DINGO PTY LTD 11.11. 12. MS EILEEN COLLINS & MR ADAM CHAMPION 12. 12. 13. MR ADAM STUART DAVEY 13. 13. 13. 13. 13. BRU BOY PTY LTD 14. M & K KORKIDAS PTY LTD 15. 15. 15.15. SOTIS SUPERANNUATION PTY LTD 16. MR CAJETAN FRANCIS MASCARENHAS 16. 16.16. 16. 17. MR ANTHONY JAMES HAWKINS 17.17. 17.17. 17. 17. 18. HOGHTON SUPERFUND PTY LTD 18.18.18. 18. 19. DKH WA PTY LTD 19. 19. 20. MR GREGORY JAMES MILLER 20.20.20.20. Total (ii) Unlisted Options Unquoted equity securities Unquoted equity securities Unquoted equity securities Unquoted equity securities Unquoted equity securities Unquoted equity securities Unquoted equity securities Options exercisable at 3 cents before 10 December 2020 Options exercisable at 3 cents before Options exercisable at 3 cents before Options exercisable at 3 cents before Options exercisable at 4 cents before 10 December 2020 Options exercisable at 5 cents before 10 December 2020 Options exercisable at 5 cents before Options exercisable at 2 cents before 31 May 2022 Options exercisable at Options exercisable at Options exercisable at Options exercisable at 8 cents before 14 February 2023 Options exercisable at 8 cents before 14 February 2023 Options exercisable at 8 cents before 14 February 2023 Options exercisable at 8 cents before 14 February 2023 Options exercisable at 8 cents before 14 February 2023 Options exercisable at 8 cents before 14 February 2023 Options exercisable at 8 cents before 14 February 2023 Options exercisable at 6 cents before 12 March 2021 Options exercisable at 6 cents before 12 March 2021 Options exercisable at 6 cents before 12 March 2021 Options exercisable at 6 cents before 12 March 2021 Options exercisable at 6 cents before 12 March 2021 Options exercisable at 6 cents before 12 March 2021 Options exercisable at 8 cents before 12 March 2021 Options exercisable at 8 cents before 12 March 2021 Options exercisable at 8 cents before 12 March 2021 Options exercisable at 8 cents before 12 March 2021 Options exercisable at 8 cents before 12 March 2021 Options exercisable at 8 cents before 12 March 2021 Options exercisable at 8 cents before 12 March 2021 Options exercisable at 6 cents before 21 August 2021 Options exercisable at Options exercisable at 8 cents before 21 August 2021 Options exercisable at Options exercisable at 10 cents before 21 August 2021 Options exercisable at Options exercisable at Options exercisable at Options exercisable at Options exercisable at 2.5 cents before 14 January 2022 Options exercisable at 3.5 cents before 14 January 2022 Options exercisable at 1.5 cents before 4 October 2020 Options exercisable at 1.5 cents before 18 October 2020 Options exercisable at 0.3 cents before 14 August 2022 Number Held 33,712,962 25,000,000 18,750,000 18,394,499 17,356,481 16,856,481 9,651,872 8,000,000 6,250,000 6,250,000 6,250,000 6,019,217 5,739,145 5,113,333 5,000,000 5,000,000 4,946,145 4,900,000 4,800,000 4,650,000 4,056,481 4,000,000 3,000,000 223,696,616 Percentage of Issued Shares 10.12 7.50 5.63 5.52 5.21 5.06 2.90 2.40 1.88 1.88 1.88 1.81 1.72 1.53 1.50 1.50 1.48 1.47 1.44 1.40 1.22 1.20 0.90 67.14 Number on Issue 3,150,000 4,550,000 4,550,000 10,785,715 25,709,467 3,000,000 3,000,000 2,500,000 2,500,000 2,500,000 2,000,000 2,000,000 6,768,765 7,913,286 25,000,000 70 ASX Additional Information (e) Tenement List: As at 17 September 2020 Project TEN ID Admiral Bay ML04/244 Admiral Bay ML04/249 Admiral Bay EL04/1610 Holder Kimberley Mining Australia Pty Ltd 100% Kimberley Mining Australia Pty Ltd 100% Kimberley Mining Australia Pty Ltd 100% Granted Expires 21/03/1991 20/03/2033 21/03/1991 20/03/2033 04/09/2007 03/09/2021 Admiral Bay E04/2621 Metalicity Limited 100% 07/10/2019 06/10/2024 Kookynie P40/1331 KYM Mining Pty Ltd 110% 09/04/2014 08/04/2022 71

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