Prospect Resources Limited
Annual Report 2020

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P R O S P E C T R E S O U R C E S L I M I T E D / A N N U A L R E P O R T 2 0 2 0 ANNUAL REPORT 20 20 Corporate Directory DIRECTORS Hugh Warner Sam Hosack Harry Greaves Gerry Fahey Zed Rusike HeNian Chen SECRETARY Andrew Whitten PRINCIPAL & REGISTERED OFFICE Suite 6, 245 Churchill Ave Subiaco, WA 6008 Telephone: (08) 9217 3300 Email: info@prospectresources.com.au AUDITORS Stantons International Level 2 1 Walker Avenue West Perth WA 6005 SHARE REGISTRY Automic Pty Ltd Level 5 126 Phillip Street Sydney NSW 2000 Telephone: 1300 288 664 Email: hello@automic.com.au Investor Portal: https://investor.automic.com.au ASX CODE Shares – PSC LEGAL REPRESENTATIVES King & Wood Mallesons Level 30, QV1 Building 250 St Georges Terrace Perth WA 6000 ACN 124 354 329 Table of Contents Corporate Directory Overview Managing Director’s Report Review of Operations Directors' Report Directors' Report Directors' Declaration Financial Report Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to and Forming Part of the Financial Statements Auditor's Independence Declaration Independent Auditor’s Report ASX Additional Information 2 4 13 22 24 25 26 27 28 59 60 64 1. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020 Managing Director's Report Dear Shareholders, I am pleased to provide this Annual Report of your Company’s performance in FY2020. Whilst the Company achieved many corporate and project milestones, we were limited on what we could achieve due to the global turmoil caused by Covid-19. Even with these challenges that we have all faced this year, nothing has changed the fact that Arcadia is in a unique position, because it is the only lithium deposit that can produce both low iron spodumene for the electric vehicle market and ultra-low iron petalite lithium concentrates for the glass and ceramics markets. 2020, the year of milestones The year consisted of balancing development of opportunities with risk management (cutting costs) in the face of a global pandemic. Prospect made substantial progress on its strategic objective to become Africa’s leading lithium producer by releasing our updated Definitive Feasibility Study ("DFS") and signing the ultra-low iron petalite offtake agreement with Sibelco. As you will remember from our ASX announcements this year, a lot of 2020 has been focused on the ultra-low iron petalite market. Whilst most Australian spodumene producers have been hamstrung by low spodumene prices in 2020, ultra-low iron petalite prices have remained strong. Assuming tantalum and petalite revenues are credited against the cost of spodumene production, then even at these low prices, our spodumene is expected to make a healthy margin. This is an example of why Arcadia is unique and our products are in demand. In late December 2019, the Company appointed African Export-Import Bank (“Afreximbank”) to arrange and manage the primary syndication of a 2. Leading the way in the battery revolution US$143m project finance debt facility. Given the upheaval in global markets, progress with Afreximbank has been frustratingly slow. That being said, we have not used this as a reason to slow down parallel initiatives: • Sibelco offtake. The Company signed the largest ultra- low iron petalite offtake agreement in the world (up to 700,000 tonnes over 7 years). • MOU with Uranium One. The Company signed a Memorandum of Understanding (“MOU”) with Uranium One for the purpose of Uranium One to undertake due diligence on Prospect and Arcadia with the intention to invest in or acquire Prospect or Arcadia and secure more than 50% of the spodumene offtake. These discussions are progressing well. • Renaissance Capital. The Company appointed Renaissance Capital as its exclusive financial advisor in relation to the potential sale, directly or indirectly, of the Company’s interest in the Arcadia Lithium Project or of Prospect itself to Uranium One. We are working closely with Renaissance Capital. Lithium, the strategic mineral In line with our long-term strategy, we see lithium as a robust and sustainable element to the electrification thematic that has and will continue to fundamentally revolutionise the way we live. Lithium’s role in the storage, use and transfer of energy has already touched the globe through our use of smart phones for global communication, laptops, electric grid stability and storage to power our homes, and electric vehicles to drive us. Ultra-low iron petalite is the primary ingredient in the production of induction cooktops that provides heat for us to cook our food, other high temperature glass products, fiberglass and wind turbines. Prospect well positioned for success In all industries there are business cycles and the success of the Company is determined by how it performs during the challenging times, not only during cycle peaks. Lithium is no different and Prospect made the most of 2020 to open new markets, conduct expansive technical work to de-risk Arcadia’s future operations, extended Arcadia’s Life of Mine and substantially improve Arcadia’s project economics. Whilst the events of 2020 have delayed the development of Arcadia, we have still moved closer to the date for first dig and first products. We are well positioned for Prospect to take full advantage of the irrefutable wave of demand and the emerging supply gaps. We have a tier one deposit, an experienced management team and high-quality offtake partners. On behalf of the Board and Management, I would like to thank you for your valuable contribution and continued support. While we remain vigilant about the short term market outlook, our long term view remains positive and we are well placed to meet demand for the lithium the world needs well into the future. Thank you for your continued support of Prospect Resources. Sam Hosack Managing Director 30 September 2020 3. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020 Review of Operations 4. Below is a summary of key operational announcements made during the financial year. Please use the summary as a memory prompt of how much our team has achieved in the year. Please also refer to the Company’s website (www. prospectresources.com.au) as an additional source of information on Prospect. Key Announcements September 2019 Quarter 19 July 31 July RBZ approves PSC to increase Arcadia ownership to 87% Low iron report confirms premium pricing for Arcadia 23 August MOU signed for power supply to Arcadia December 2019 Quarter 20 September Prospect Resources’ listing on the Frankfurt Stock Exchange 4 November Petalite passes glass & ceramics manufacturers process 20 November Significant increase in Arcadia’s Ore Reserve 6 December Arcadia receives government incentive 12 December Updated DFS confirms robust lithium mine 12 December Prospect signs MOU with Uranium One 16 December Prospect secures power supply at Arcadia 17 December Afreximbank mandated to arrange debt facility 30 December Placement and offtake discussions to advance Arcadia March 2020 Quarter 6 January Petalite passes second product qualification stage 14 January Equity Placement 11 February Caesium discovered in satellite deposits around Arcadia 13 March Extension of MOU with Uranium One June 2020 Quarter 3 April 6 April 15 April 27 April 13 May 28 May 30 June Share Rights Issue Entitlement Issue Prospectus Prospect Resources signs MOU with Sibelco Prospect extends MOU with Uranium One Completion of Entitlement Issue Update of Sibelco MOU Update to discussions with Sibelco 5. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020 Arcadia Lithium Project Location The Arcadia Lithium Project is located approximately 35 km east of Harare, Zimbabwe providing convenient access to skilled and semi-skilled labour. A Mining Lease has been granted over an area of more than 10 km2 and Environmental Approvals are in place. The Project is located close to major highways and railheads, with the Beira Port being less than 580 km away by rail/road transport. Grid power access via switchyard is within 4 km of the Project with 20 MVA capacity. There is surplus groundwater available. Geology The Arcadia Lithium deposit is hosted within a series of 14 stacked, sub parallel petalite-spodumene bearing pegmatites that intrude the local Archaean age Harare Greenstone Belt. Dimensions of the pegmatites defined by drilling to date are 4.5 km along strike (SW-NE), with an average thickness of 15 m and dipping 15 degrees to the NW. The Main Pegmatite is exposed in the historical pit, and the deposit is open along strike to the southwest. The deposit is cut by the NNE-SSW trending Mashonganyika Fault zone, as well as a regional SW-NE trending dolerite dyke that appears to truncate the pegmatite to the NW. A total of 194 RC and 111 diamond drill holes have been drilled on the project (26,682m). Location of Arcadia Lithium Project 6. Arcadia Project Highlights Benchmark Low Iron Petalite Report Prospect Resources received an independent market report from leading market analysis firm Benchmark Mineral Intelligence (“Benchmark”) on the use of lithium in the glass & ceramics market and the premium pricing of low iron petalite concentrate. The findings in the report were: • In 2018, the global lithium market size was 276,000 LCE with 17% (46,500 LCE or 470,000t equivalent of 4% low iron petalite concentrate) going into the glass & ceramics market; • Globally, there were only two producers of low iron lithium concentrates (one being petalite concentrate, now closed, and another being a spodumene concentrate producer) that meets the glass & ceramics market specifications, offering Prospect a unique competitive advantage; • 18% of the glass & ceramics market (8,500 LCE) is supplied by ultra-low iron petalite concentrate (equivalent to 86,000t of 4% Li2O petalite concentrate) which the Arcadia mine will produce; • Growth in market share of ultra-low iron petalite has been restricted due to a lack of product volume and continuity of supply volumes - Arcadia will be able to satisfy this demand. The battery industry is not the only sector using lithium minerals and chemicals. In 2018, an estimated 17% of lithium production was consumed by the glass and ceramics market. This can be consumed as a mineral (petalite or spodumene) or as a refined chemical product (lithium carbonate). Only ultra-low iron petalite and low iron spodumene can be used efficiently in the glass and ceramics industry. In recent times, there have only been two major producers of these low iron lithium concentrates. Now that the only ultra-low iron petalite producer has ceased operations, there are question marks over future supply of such product. Clearly, this is an opportunity for Arcadia. There are no listed lithium companies in Australia, Canada or South America that can supply this product. Increased JORC Reserve Estimates On 20 November 2019, Prospect Resources announced a significant increase in the Ore Reserve estimate for the Arcadia Lithium Project. The upgraded Ore Reserve of 37.4Mt grading 1.22% Li2O and 121ppm Ta2O5, represents a 39% increase on the Ore Reserve announced in December 2017. The Ore Reserve hosts ~ 1.2Mt of contained lithium carbonate equivalent (LCE), 10 million pounds of Ta2O5 and increased Arcadia’s mine life to >15 years. 7. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020 Arcadia Ore Reserve Statement (20 November 2019) Category Proven Probable TOTAL Tonnes (Mt) Li2O % Ta2O5 ppm Li2O (kt) Ta2O5 (Mlbs) 11.3 26.1 37.4 1.28 1.20 1.22 114 124 121 144 314 457 2.8 7.2 10.0 The Mineral Resource (capturing material above 0.2% Li2O) is outlined below: Arcadia JORC Mineral Resource Statements (24 October 2017) Global Resource - 0.2% Li2O Cut-off Category Measured Indicated Inferred TOTAL Tonnes (Mt) Li2O % Ta2O5 ppm Li2O (kt) Ta2O5 (Mlbs) 15.9 45.4 11.4 72.7 1.17% 1.10% 1.06% 1.11% 121 121 111 119 185 502 121 808 4.2 12.1 2.8 19.1 Updated Definitive Feasibility Study Prospect released the outcomes of its Definitive Feasibility Study (“DFS”) based on the proposed 2.4 Mtpa mining and processing operation on 12 December 2019. The DFS confirms that Arcadia will be a strong, high-margin project with current forecast Life of Mine (LOM) revenue of US$3.42 billion and average annual EBITDA of US$114 million over an estimated 15.5-year mine life. The key study outcomes for the 2.4 Mtpa DFS are set out below: Study Outcome Average Annual EBITDA First 5 Years (Real) Estimated Mine Life LOM Project Revenue (Real & excluding tantalum credits) LOM Project EBITDA (Real) Capital Costs (Pre-production) Sustaining Capital Pre-Tax NPV10 Internal Rate of Return (IRR, Pre-tax) LOM Cash Operating Costs (Real, net of tantalum credits) Project Payback (from first production) DFS – 2.4Mtpa Base Case US$168 million 15.5 years – Open Pit US$3.42 billion US$1.77 billion US$162 million US$35 million US$710 million 71% US$344/t 1.5 years The project economics position Arcadia in the lowest operating cost quartile and as a high margin, tier one lithium project. In line with the Prospect’s strategic focus of petalite being sold into the glass & ceramics market, the mine plan has been scheduled to produce 100,000tpa of ultra-low iron petalite production to satisfy customer volumes. This steady state supply will provide the glass & ceramic customers with long term security of supply, something which they have not been able to achieve prior to Arcadia. Afreximbank appointed as Mandated Lead Arranger Prospect appointed African Export-Import Bank (“Afreximbank”) to arrange and manage the primary syndication of a US$143m project finance debt facility. This process has been delayed due to the uncertainty created by the Covid-19. 8. Offtake Agreements Prospect has now entered into offtake agreements with Sinomine Resource (Hong Kong) International Trading Co., Limited (“Sinomine”) and with Sibelco N.V. for its lithium concentrates as follows: (i) Sinomine The Offtake Agreement has a term of seven years delivering 280,000 tonnes 6% Li2O (lithia) spodumene concentrate and 784,000 tonnes 4% Li2O petalite concentrate (Petalite). Prospect is entitled to increase the quantities of Spodumene and decrease the quantities of Petalite, provided the lithia units of the combined Spodumene and Petalite do not change. Sinomine has agreed to make an advanced payment to Prospect of US$10m following the ball mill being delivered and bolt installed at the Project. (ii) Sibelco The Offtake Agreement has a term of seven years delivering up to 100,000 dmt per annum of high quality ultra-low iron petalite concentrate, resulting in a total of up to 700,000 dmt over the lifetime of the contract. MOU signed with Uranium One and appointment of Renaissance Capital Prospect has entered into a Memorandum of Understanding (“MOU”) with Uranium One Group JSC (“Uranium One”). Uranium One is a global energy company and one of the world’s largest uranium producers, with a diverse portfolio of assets worldwide, including in Kazakhstan, the United States and Tanzania. Uranium One is a company of ROSATOM, the Russian State Corporation for Nuclear Energy. The purpose of the MOU is to complete due diligence on the Company and its Arcadia Lithium Project; and subject to satisfactory due diligence, negotiate: • equity investment terms in Prospect or its subsidiaries; and • offtake terms for at least 51% of the Company’s future lithium production. The discussions with Uranium One are progressing well. In light of this, Prospect appointed Renaissance Securities (Cyprus) Limited (“Renaissance Capital”) as its exclusive financial advisor in relation to the potential sale, directly or indirectly, of the Company’s interest in the Arcadia Lithium Project or of Prospect itself to Uranium One or its affiliates. 9. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020 Other Projects Penhalonga – Gold Chishanya – Phosphate The Penhalonga Gold Project consists of a number of shear and vein hosted gold deposits along the southern side of the Penhalonga Valley covering an area of approximately 1.8km2, including the historic Battersea Gold Mine and the dormant Penhalonga Gold Mine, 5km north of Mutare. It is situated in the Mutare Greenstone Belt which extends eastward into Mozambique. In terms of gold production per unit area, the Mutare Greenstone Belt at 122kg Au/ km2 is one of the richest belts within Zimbabwe. Historical production from the Penhalonga valley between 1897 and 1937 amounted to: Gold 1.3m oz, Silver 1.6m oz, Lead 7,258 tonnes and Copper 5.2 tonnes. Prospect also owns a number of lead tenements within the Mutare Greenstone Belt. The Chishanya Phosphate Project is one of 5 known phosphate bearing carbonatites in Zimbabwe. The deposit has been explored by a number of companies since the 1950s including Anglo American and Rhodesia Chrome Mines Ltd. The deposit is a series of un-exploited phosphate bearing, apatite-magnetite lenses in carbonatite located near Birchenough Bridge, Manicaland. The potential for Rare Earth Elements (REEs) has also never previously been assessed. Gwanda East - Gold The Group terminated the Farvic joint venture farming agreement at Gwanda East by mutual consent and sold its non-core Gwanda East claims and plant and equipment for its written down value of US$105,864. 10. Competent Person Statement The Company confirms it is not aware of any new information or data that materially affects the information included in the Arcadia Mineral Resource Estimate and that all material assumptions and technical parameters underpinning the estimate continue to apply and have not materially changed when referring to its resource announcement made on 25 October 2017. The Company confirms it is not aware of any new information or data that materially affects the information included in the Arcadia Ore Reserve Estimate and that all material assumptions and technical parameters underpinning the estimate continue to apply and have not materially changed when referring to its reserve announcement made on 20 November 2019. 11. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020 Directors' Report 12. The Directors of Prospect Resources Limited (“the Company”) submit hereby the annual report of the Company and its subsidiaries, (together the “Consolidated Entity” or “Group”) for the financial year ended 30 June 2020. In order to comply with the provisions of the Corporations Act 2001, the Directors’ Report as follows: OFFICERS AND DIRECTORS The Directors at any time during or since the end of the year are: Name Hugh Warner Sam Hosack Particulars Executive Chairperson SIGNIFICANT CHANGES IN STATE OF AFFAIRS Significant changes in the state of affairs of the Group during the financial year were as follows: 1) The Company issued 9,639,999 new ordinary shares via a placement to raise $1,688,000 before costs; 2) The Company issued 40,344,767 new ordinary shares via rights issue to raise $2,017,000 before costs; and 3) The Group terminated the Farvic joint venture farming agreement at Gwanda East by mutual consent and sold its non-core Gwanda East claims and plant and equipment for its written down value of US$105,864. Managing Director ENVIRONMENTAL REGULATIONS Duncan (Harry) Greaves Executive Director Gerry Fahey Non-Executive Director Zivanayi (Zed) Rusike Non-Executive Director HeNian Chen Meng Sun Non-Executive Director Alternate to Mr Chen The above named Directors held office during and since the end of the financial year, except as otherwise stated. PRINCIPAL ACTIVITY The principal activity of the Group is exploration, evaluation and development of mineral resources. The Group is aware of its environmental obligations with regards to its exploration and development activities and ensures that it complies with all regulations when carrying out exploration and development work. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR Other than the following, the directors are not aware of any significant events since the end of the reporting period: • On 17 August 2020, the Group announced it had entered into an offtake agreement with Belgium based Sibelco N.V. to supply up to 700,000 dry metric tonnes of ultra-low iron petalite over seven years. REVIEW OF OPERATIONS AND RESULTS DIVIDENDS The Group has recognised a loss after tax from continuing operations of $4,607,000 (2019: Loss $5,753,000). The loss has reduced from the prior year due to project generation costs reducing to $Nil (2019: $784,000) and share based payments expense reducing to $Nil (2019: $535,000). The Group undertook cost reduction initiatives in the last quarter of the financial year with the impact of these reductions to be realised in financial year 2021. Additional information on the operations and financial position of the Group is set out in the Review of Operations and Directors’ Report. No dividends were recommended or paid during the current year. LIKELY DEVELOPMENTS/STRATEGIES AND PROSPECTS The Group will continue to develop the Arcadia Lithium Project and extract value from its other non-core assets. 13. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020Directors' Report INFORMATION ON DIRECTORS Hugh Warner (Executive Chairperson) appointed 3 January 2012 Experience and Expertise Mr Warner holds a Bachelor of Economics from the University of Western Australia. He has broad experience as a public company director, having been a director of a number of publicly listed companies involved in the mining, oil and gas, biotechnology and service industries. Other Current Listed Directorships None Duncan (Harry) Greaves (Executive Director) appointed 15 July 2013 Experience and Expertise Mr Greaves is a fourth generation Zimbabwean. He holds a B.Sc (agriculture) from the University of Natal (in South Africa). He is the founding shareholder of Farvic Consolidated Mines (Pvt) Ltd which operates the Prince Olaf, Farvic and Nicolson gold mines in southern Zimbabwe all of which he brought back into production over the last 10 years including the design and construction of two milling facilities. He is a well respected and well known member of the Zimbabwe mining fraternity. Other Current Listed Directorships Former Listed Directorships in the Last Three Years None None Special Responsibilities Chairperson Interests in Shares and Options 20,458,336 ordinary shares and Nil options Sam Hosack (Managing Director) appointed 14 July 2018 Experience and Expertise Mr Hosack is a third generation Zimbabwean, residing in Western Australia. He holds a Bachelors Engineering Degree (Hons) from Essex University in UK, MBA from Ashcroft Business School (UK) and respective professional registrations. He has hands on experience in the delivery of large scale mining, power and port projects to market, as well as their operations. For the 12 years prior to commencing at Prospect Resources, he was employed by First Quantum Minerals Ltd, primarily in their Projects team, where most recently he has project managed the building of a port (coal offloading and copper loading), 120km 230kV transmission line and a 300MW coal fired powerstation for the Minera Panama Project in Panama. His mining and operations experience in North and Southern Africa, Europe, Australia and Central America will be central in delivering the Arcadia Project and in building Prospect into a diversified mining business. Other Current Listed Directorships None Former Listed Directorships in the Last Three Years None Special Responsibilities None Interests in Shares and Options 2,000,000 ordinary shares and 4,500,000 options Former Listed Directorships in the Last Three Years None Special Responsibilities None Interests in Shares and Options 5,517,954 ordinary shares and Nil options Gerry Fahey (Non-Executive Director) appointed 15 July 2013 Experience and Expertise Mr Fahey has 40 years’ experience in both the international and local minerals industry. He is a specialist in mining geology, mine development and training and worked for 10 years as Chief Geologist Mining for Delta Gold where he was actively involved with the development of the Eureka, Chaka, Globe and Phoenix gold mines and the following Australian gold projects: Kanowna Belle, Golden Feather, Sunrise and Wallaby. Gerry is currently a Director of Focus Minerals Ltd and a former Director of CSA Global Pty Ltd, Modun Resources Limited and a former member of the Joint Ore Reserve Committee (JORC). Other Listed Current Directorships Focus Minerals Ltd (appointed 20 April 2011) Former Listed Directorships in the Last Three Years None Special Responsibilities None Interests in Shares and Options 1,025,000 ordinary shares and Nil options 14. Directors' Report Zivanayi (Zed) Rusike (Non-Executive Director) appointed 26 September 2013 Experience and Expertise Mr Rusike graduated in Accountancy in Birmingham, England, before returning to Zimbabwe in 1982. He was Managing Director of United Builders Merchants before being promoted to Group Managing Director for Radar Holdings Limited, then, a large quoted company on the Zimbabwe Stock Exchange. He retired from the Radar Group of companies in 2005 to pursue his personal interests and is currently the Executive Chairman of Dulux Paints Limited. Zed is a former President of The Confederation of Zimbabwe Industries. Other Current Listed Directorships None Former Listed Directorships in the Last Three Years None Special Responsibilities None Interests in Shares and Options 3,040,374 ordinary shares and Nil options HeNian Chen (Non-Executive Director) appointed 13 November 2017 Experience and Expertise Mr Chen has served as the Chairman of Changshu Yuhua Property Co. Ltd since 2003, and has served as the Deputy Chairman of Afore New Energy Technology (Shanghai) Co. Ltd since 2007. Former Listed Directorships in the Last Three Years None Special Responsibilities None Interests in Shares and Options 6,165,796 ordinary shares and Nil options COMPANY SECRETARY The company secretary is Andrew Whitten. Andrew was appointed to the position of company secretary on 10 April 2012. Andrew is a Solicitor Director of Automic Legal Pty Ltd, where he specialises in corporate finance and securities law. MEETINGS OF DIRECTORS 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 Eligible to attend Attended Number of Meetings Hugh Warner Sam Hosack Harry Greaves Gerry Fahey Zed Rusike HeNian Chen 2 2 2 2 2 2 2 2 2 2 - 2 The Company’s business was conducted via circular resolutions. 15. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020Directors' 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; and 4) Share-based compensation. The information provided in this Remuneration Report has been audited as required by Section 308(3C) of the Corporations Act 2001. This report details the nature and amount of remuneration for each director and executive of Prospect Resources Limited. The information provided in the remuneration report includes remuneration disclosures that are audited as required by the Corporations Act 2001 and its regulations. For the purposes of this report, Key Management Personnel of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company. For the purposes of this report, the term ‘executive’ includes those key management personnel who are not directors of the parent company. (1) Principles used to determine the nature and amount of remuneration It is the Group’s objective to provide maximum stakeholder benefit from the retention of a high quality board and executives by remunerating directors and executives fairly and appropriately with reference to relevant employment market conditions. To assist in achieving the objective, the Board links the nature and amount of executive director’s emoluments to the Group’s financial and operational performance. The intended outcomes of this remuneration structure are: • Retention and motivation of directors and executives • Performance rewards to allow directors and executives to share the rewards of the success of the Group. The remuneration of an executive director will be decided by the Board. In determining competitive remuneration rates the Board reviews local and international trends among comparative companies and the industry generally. It also examines terms and conditions for any options issued. During the year, external consultants were not used for determining remuneration. The maximum remuneration of non-executive directors is the subject of shareholder resolution in accordance with the Group’s Constitution, and the Corporations Act 2001 as applicable and is set at $500,000. The appointment of non-executive director remuneration within that maximum will be made by the Board having regards to the inputs and value to the Group of the respective contributions by each non-executive director. The Board may award additional remuneration to non- executive directors called upon to perform extra services or make special exertions on behalf of the Group. There is no scheme to provide retirement benefits, other than statutory superannuation, to non-executive directors. All equity based remuneration paid to directors and executives is valued at the cost to the Group and expensed. Options are valued using the Black-Scholes methodology. Performance Based Remuneration The Board may pay bonuses to directors and executives at its discretion. The issue of options to directors and executives is to encourage the alignment of personal and shareholder returns. The intention of this program is to align the objectives of directors/executives with that of the business and shareholders. In addition, all directors and executives are encouraged to hold shares in the Company. Group Performance, Shareholder Wealth and Key Management Personnel Remuneration The Group is currently undertaking exploration and development activities, and does not expect to be undertaking profitable operations (other than by way of material asset sales, none of which is currently planned) until sometime after the successful commercialisation, production and sales of commodities from one or more of its projects. Accordingly, the Board does not consider earnings during the current and previous four financial years when determining, and in relation to, the nature and amount of remuneration of KMP. The remuneration policy has been tailored to maximise the commonality of goals between shareholders, directors and executives. The method applied in achieving this aim to date being the issue of options to directors and executives to encourage the alignment of personal and shareholder interests. The Group believes this policy will be the most effective in increasing shareholder wealth. 16. Directors' Report REMUNERATION REPORT (AUDITED) continued Performance of Prospect Resources Limited The table below sets out summary information about the consolidated entity’s earnings and movements in shareholder wealth for the financial year ended 30 June 2020 and prior. Revenue Net loss before tax Net loss after tax Share price at beginning of year (cents) Share price at end of year (cents) Dividends Basic and diluted earnings per share (cents per share) 30 June 2020 30 June 2019 30 June 2018 30 June 2017 30 June 2016 $’000 369 (4,607) (4,607) $’000 3,320 (5,722) (5,753) $’000 3,892 (5,401) (5,640) $’000 110 (12,794) (12,794) $’000 71 (1,727) (1,727) 30 June 2020 30 June 2019 30 June 2018 30 June 2017 30 June 2016 22.5 7.2 - (1.79) 35.0* 22.5 - (3.52) 2.0 3.5 - 2.2 2.0 - 0.3 2.2 - (0.32) (0.76) (0.18) * The Company underwent a 10 for 1 share consolidation in 2019. The 2019 opening share price has been restated, however the data from years prior to 2019 have not been restated. Remuneration of Key Management Personnel The following persons were identified as Key Management Personnel of Prospect Resources Limited during the financial year: Directors Hugh Warner Executive Chairperson Sam Hosack Managing Director Harry Greaves Executive Director Gerry Fahey Non-Executive Director Zed Rusike Non-Executive Director HeNian Chen Non-Executive Director Executives Trevor Barnard General Manager Roger Tyler Chief Geologist Chris Hilbrands Chief Financial Officer 17. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020Directors' Report REMUNERATION REPORT (AUDITED) continued (2) Details of remuneration SHORT TERM POST EMPLOYMENT EQUITY OTHER 2020 Salary & Fees $ Bonus $ Other $ Superannuation $ Options $ Leave Accruals $ Total $ Performance % Non-Executive Directors Z Rusike G Fahey H Chen (i) 21,000 19,178 19,178 Executive Directors H Warner S Hosack H Greaves Executives T Barnard R Tyler C Hilbrands Total Notes 214,306 286,828 218,751 221,814 118,714 171,233 1,291,002 - - - - - - - - - - - - - - - - - - - - - 1,822 1,822 20,070 19,172 - - - 16,267 59,153 - - - - - - - - - - - - - 21,000 21,000 21,000 41,299 275,675 2,630 308,630 - - - 218,751 221,814 118,714 31,359 218,859 75,288 1,425,443 - - - - - - - - - - (i) HeNian Chen fees were paid or are payable to his alternate director, Meng Sun. SHORT TERM POST EMPLOYMENT EQUITY OTHER 2019 Salary & Fees $ Bonus $ Other $ Superannuation $ Options $ Leave Accruals $ Total $ Performance % Non-Executive Directors Z Rusike G Fahey H Chen (i) 24,000 21,918 21,918 Executive Directors H Warner 228,311 - - - - S Hosack (ii) 309,582 100,000 H Greaves 250,000 Executives T Barnard (iii) 244,486 R Tyler 227,928 C Hilbrands 182,648 L John (iv) 20,833 - - - - - Total Notes 1,531,624 100,000 - - - - - - - - - - - - 2,082 2,082 21,689 - - - - 29,304 534,985 - - - 17,352 - - - - - - - - - 7,318 16,351 - - - 24,000 24,000 24,000 257,318 990,222 250,000 244,486 227,928 2,342 202,342 - 20,833 - - - - 54% - - - - - 72,509 534,985 26,011 2,265,129 24% (i) HeNian Chen fees were paid or are payable to his alternate director, Meng Sun. (ii) Sam Hosack was employed as a part time executive on 13 May 2018 and became Managing Director on 14 July 2018. (iii) Trevor Barnard was appointed General Manager on 1 August 2018. (iv) Lee John ceased being a KMP on 31 July 2018, upon the appointment of Trevor Barnard. Biomet Engineering, an entity associated with Lee John, was paid or is payable $20,833 to 31 July 2018. Short term incentives In 2020, no bonuses were recognised. In 2019, Sam Hosack was entitled to a first year anniversary bonus of $100,000 on 14 July 2019. This was recognised in the year ended 30 June 2019. 18. Directors' Report    REMUNERATION REPORT (AUDITED) continued (3) Service agreements Executive Directors Sam Hosack entered into an Executive Services Agreement commencing 13 May 2018 with a total annual salary of $35,000 per annum inclusive of superannuation. The total annual salary increased to $350,000 per annum inclusive of superannuation upon his appointment to Managing Director which occurred on 14 July 2018. Effective 1 April 2020, Sam Hosack’s remuneration was reduced by 50.3% to $174,000 per annum. Hugh Warner entered into an Executive Services Agreement commencing 1 June 2016 with a total annual salary of $250,000 per annum inclusive of superannuation (if applicable) from 1 August 2016. Effective 1 April 2020, Hugh Warner’s remuneration was reduced by 25% to $187,500 per annum. Harry Greaves entered into an Executive Services Agreement commencing 1 June 2016 with a total annual salary of $250,000 per annum inclusive of superannuation (if applicable) from 1 August 2016. Effective 1 April 2020, Harry Greaves remuneration was reduced by 50% to $125,000 per annum. Non-Executive Directors Non-executive directors entered into either a Non-Executive Services Agreement or Consultancy Agreement commencing 1 June 2016, or if later on commencement of appointment, with a total annual salary of $24,000 per annum inclusive of superannuation (if applicable). Effective 1 April 2020, non-executive director remuneration was reduced by 50% to $12,000 per annum. Other Executives Trevor Barnard signed a consulting agreement with a subsidiary of the Company commencing 1 August 2018, for ZAR2,640,000 per annum. Effective 1 April 2020, Trevor Barnard’s contract was converted into a USD based value and reduced by approximately 40% to US$112,260 (approx. AUD 160,000) per annum. Roger Tyler signed a twelve month fixed term contract with a subsidiary of the Company commencing 15 March 2017, renewed on 15 March 2018 and 15 March 2019, for US$72,000 per annum. In addition, Roger Tyler entered into a consultancy agreement with Prospect Resources Limited commencing 1 July 2016 with a total annual remuneration of US$60,000 increasing to US$90,000 from 1 September 2016. Effective 1 October 2019, Roger Tyler’s contract with the subsidiary was cancelled and his consultancy agreement with Prospect Resources Limited was reduced to US$72,000 per annum. Effective 1 April 2020, Roger Tyler’s contract was reduced by 75% to US$18,000 per annum. Chris Hilbrands entered into an Executive Services Agreement commencing 1 June 2016 with a total annual remuneration of $100,000 inclusive of superannuation. The total annual salary increased to $200,000 per annum inclusive of superannuation effective from 1 July 2018. Effective 1 April 2020, Chris Hilbrands remuneration was reduced by 25% to $150,000 per annum. Termination For all Directors and Executives other than Mr Hosack, Mr Tyler and Mr Barnard, terms of employment require that the Company provide the Executive with six months’ written notice. The Directors or Executive may terminate their employment at any time and will be entitled to six months’ salary. The Company can terminate an Executive’s employment by giving one months notice if the Executive commits or becomes guilty of gross misconduct and summarily without notice if convicted of any major criminal offence. Mr Hosack and Mr Tyler terms of employment require that the Company or Executive provide the other with three months’ notice, while Mr Barnard’s requires that the Company or Executive provide the other with 30 days notice. (4) Share-based compensation The Company issued Nil options to directors or key management personnel during the financial year (2019: Nil). Nil options were exercised (2019: 9,375,000 post consolidation) and Nil options (2019: 7,160,000 post consolidation) expired during the year. During the financial year, the following share based payment arrangements to directors and key management personnel were in existence: Options Grant date Grant date fair value (i) Exercise price (i) Expiry date Vesting date Issued 13/05/18 13/05/18 $0.1740 $0.60 12/05/22 14/10/18 (i) The Company undertook a 1:10 share consolidation during the prior year. The above disclosures have been restated where appropriate to reflect the post consolidation values. The Company did not recognise any share based payment compensation to key management personnel during the current financial year. No options were granted, expired or exercised during the year. 19. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020Directors' Report REMUNERATION REPORT (AUDITED) continued Key Management Personnel Equity Holdings Ordinary Shares Held at 30 June 2020 Opening balance Granted as compensation On exercise of options Net other change (i) Closing balance Z Rusike G Fahey H Chen H Warner S Hosack H Greaves T Barnard R Tyler C Hilbrands 1,740,374 500,000 4,932,637 16,366,668 1,000,000 3,595,794 1,375,000 500,000 1,115,000 31,125,473 - - - - - - - - - - - - - - - - - - - - 1,300,000 3,040,374 525,000 1,233,159 1,025,000 6,165,796 4,091,668 20,458,336 1,000,000 2,000,000 1,922,160 400,270 124,560 278,750 5,517,954 1,775,270 624,560 1,393,750 10,875,567 42,001,040 (i) Shares acquired via rights issue. Options Held at 30 June 2020 Opening balance Granted as compensation Exercised Expired Closing balance Vested during the year Vested and exercisable Z Rusike G Fahey H Chen H Warner S Hosack H Greaves T Barnard R Tyler C Hilbrands - - - - 4,500,000 - - - - 4,500,000 Additional Information (a) Shares under option - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4,500,000 - - - - 4,500,000 (End of Remuneration Report) - - - - - - - - - - - - - - 4,500,000 - - - - 4,500,000 At the date of signing this report, the Company has 4,500,000 unlisted options over ordinary shares under issue (30 June 2019: 4,500,000). These options are exercisable as follows: Details No of options (i) Grant Date Expiry Date Conversion Price $ Management incentive options 4,500,000 13/05/2018 12/05/2022 0.60 Share options carry no rights to dividends and no voting rights. 4,500,000 (i) The Company undertook a 1:10 share consolidation during the prior period. The number of options and exercise price are post this share consolidation. 20. Directors' Report (b) Insurance of officers During the financial year, the Company 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 by 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. (c) Agreement to indemnify officers The Company has entered into agreements with the directors to provide access to Company 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 Company To the best of the directors’ knowledge, no person has applied to the court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened on behalf of the Company with leave of the court under Section 237. (e) Auditor Stantons International is the appointed auditor. (f) Indemnity of Auditor The auditor (Stantons International) has not been indemnified under any circumstance. (g) Audit Services During the financial year $74,000 (excluding GST) was paid or payable for audit services provided by Stantons International (2019: $55,000). Non related audit firms have been paid or are payable $54,000 for audit services of subsidiaries (2019: $25,000). (h) Non-audit Services Non-audit services totaling $3,500 (2019: $30,000) were provided by the auditor or any entity associated with the auditor. The fees paid related to the preparation of an Independent Experts Report. The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. (i) Auditor’s independence declaration A copy of the Auditor’s Independence Declaration as required under Section 307C of the Corporations Act 2001 is set out on page 59 of the Annual Report. (j) Corporate Governance Statement 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 30 September 2020 released to ASX and posted on the Company’s website www.prospectresources.com.au/company/ corporate-governance. Signed in accordance with a resolution of the directors. Sam Hosack Managing Director Perth, Western Australia Dated 30 September 2020 21. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020Directors' Report Directors' Declaration (1) In the opinion of the directors of Prospect Resources Limited (“the Company”): (a) the accompanying financial statements, notes thereto are in accordance with the Corporations Act 2001 including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2020 and of its performance for the year then ended; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; (b) as set out in Note 2(c), there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; (c) the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board as stated in Note 2(a) to the financial statements; and (d) the audited remuneration disclosures set out on pages 16 to 20 of the Directors’ Report comply with accounting standard AASB 124 Related Party Disclosures and the Corporations Regulations 2001. (2) This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2020. This declaration is signed in accordance with a resolution of the Board of directors. Sam Hosack Managing Director Perth, Western Australia Dated 30 September 2020 22. Financial Report 23. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 Consolidated Statement of Profit or Loss and Other Comprehensive Income FOR THE YEAR ENDED 30 JUNE 2020 Revenue from continuing operations Other income Cost of sales Depreciation expense Development costs expensed Employee benefits expenses Exploration and evaluation expenditure expensed Reversal of impairment of exploration and evaluation expenditure/(impairment) Impairment of assets held for sale Occupancy expenses Project generation expense Share based payment – options expense Other administrative expenses Loss before tax Note 5(a) 5(b) 5(c) 11 12(a) 9 18(a) Consolidated 2020 $’000 314 55 (260) (88) (973) (1,316) - 21 (268) (56) - - (2,036) (4,607) 2019 $’000 3,320 - (2,614) (92) (905) (1,619) (118) (132) - (59) (784) (535) (2,184) (5,722) Income tax 6 - (31) Loss after tax from continuing operations (4,607) (5,753) Discontinued operations Loss for the year from discontinued operations Loss for the year Other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Other comprehensive income for the year, net of tax 28 - (4,607) (1,216) (6,969) 637 637 843 843 Total comprehensive loss for the year (3,970) (6,126) Loss attributable to: Equity holders of the Company Non-controlling interests Total comprehensive loss attributable to: Equity holders of the Company Non-controlling interests Loss per share Basic loss per share (cents) Diluted loss per share (cents) Loss per share - continuing operations Basic loss per share (cents) Diluted loss per share (cents) 26(a) 26(a) 25 25 25 25 (4,389) (218) (4,607) (3,776) (194) (3,970) (1.79) (1.79) (1.79) (1.79) (7,152) 183 (6,969) (6,050) (76) (6,126) (3.52) (3.52) (2.92) (2.92) The accompanying notes form part of these financial statements 24. Consolidated Statement of Financial Position AS AT 30 JUNE 2020 Current Assets Cash and cash equivalents Trade and other receivables Assets held for sale Other current assets Total Current Assets Non-Current Assets Property, plant and equipment Exploration and evaluation expenditure Mine properties Intangible assets Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Provisions Tax liabilities Total Current Liabilities Non-Current Liabilities Provisions Total Non-Current Liabilities Total Liabilities Net Assets Equity Contributed equity Reserves Accumulated losses Note 7 8 9 10 11 12(a) 12(b) 13 14 15 6(c) 15 16(b) 17(a) 17(e) Total Equity Attributable to Shareholders of Parent Company Non-controlling interests Total Equity The accompanying notes form part of these financial statements Consolidated 2020 $’000 1,698 458 298 711 3,165 550 - 24,257 581 25,388 2019 $’000 5,474 328 - 644 6,446 1,411 - 21,084 499 22,994 28,553 29,440 509 171 - 680 - - 982 131 - 1,113 43 43 680 1,156 27,873 28,284 65,429 12,756 61,870 12,143 (49,090) (44,701) 29,095 (1,222) 27,873 29,312 (1,028) 28,284 25. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' Report Consolidated Statement of Cash Flows FOR THE YEAR ENDED 30 JUNE 2020 Cash flows from operating activities Receipts from customers Government tax credits and rebates Payments to suppliers and employees Payment for development costs expensed Payments for exploration expenditure expensed (net of gold sold) Income tax paid Notes Consolidated 2020 $’000 11 200 (3,753) (699) 21 - 2019 $’000 2,970 454 (9,591) (1,250) (118) (282) Net cash flows used in operating activities 7(a) (4,220) (7,817) Cash flows from investing activities Interest received Payments for development costs Payment for property, plant and equipment Proceeds from sale of property, plant and equipment Payments for exploration expenditure and acquisition of tenements (net of gold sold) Payment for intangible assets Net cash flows used in investing activities Cash flows from financing activities Proceeds from issue of shares Proceeds from exercise of options Capital raising costs Net cash flows from financing activities Net (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Effects of exchange rate changes on the balance of cash held in foreign currencies Cash and cash equivalents at end of year 7 The accompanying notes form part of these financial statements 15 98 (3,047) (9,346) (60) 49 - (81) (577) 93 (132) (348) (3,124) (10,212) 3,705 - (146) 3,559 (3,785) 5,474 9 1,698 3,995 1,501 (362) 5,134 (12,895) 16,393 1,976 5,474 26. Consolidated Statement of Changes in Equity FOR THE YEAR ENDED 30 JUNE 2020 Issued Capital $’000 56,736 Option Reserves $’000 10,312 Foreign currency Translation reserve Accumulated Losses Attributable to owners of the parent Non- controlling interests $’000 $’000 $’000 171 (37,526) 29,693 $’000 (952) Total Equity $’000 28,741 Balance at 30 June 2018 Loss for the year Other comprehensive income: Exchange differences arising on translation of foreign operations Total comprehensive loss for the year Issue of ordinary shares for cash Issue of ordinary shares upon exercise of options - - - 3,995 1,501 Share capital raising costs (362) Options issued Disposal of Prospect Cobalt Pte Ltd - - 535 - - - - - - - - (7,152) (7,152) 183 (6,969) 1,102 - 1,102 (259) 843 1,102 (7,152) (6,050) (76) (6,126) - - - - - - - - 23 (23) 3,995 1,501 (362) 535 - - - - - - 3,995 1,501 (362) 535 - Balance at 30 June 2019 61,870 10,847 1,296 (44,701) 29,312 (1,028) 28,284 Loss for the year Other comprehensive income: Exchange differences arising on translation of foreign operations Total comprehensive loss for the year Issue of ordinary shares for cash - - - 3,705 Share capital raising costs (146) - - - - - - (4,389) (4,389) (218) (4,607) 613 - 613 24 637 613 (4,389) (3,776) (194) (3,970) - - - - 3,705 (146) - - 3,705 (146) Balance at 30 June 2020 65,429 10,847 1,909 (49,090) 29,095 (1,222) 27,873 The accompanying notes form part of these financial statements 27. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' Report NOTE 1. CORPORATE INFORMATION The financial report of Prospect Resources Limited (“the Company”) for the year ended 30 June 2020 was authorised for issue in accordance with a resolution of the directors on 30 September 2020. Prospect Resources Limited is a company limited by shares and incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The financial statements comprise the consolidated financial statements of the Company and its subsidiaries (together the “Consolidated Entity” or “Group”). For the purposes of preparing the consolidated financial statements the Company is a for-profit entity. The principal activity of the Group is exploration, evaluation and development of mineral resources. NOTE 2. SUMMARY OF 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 the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of law, unless stated otherwise. Accounting Standards include Australian Standards, compliance with Australian Accounting Standards ensures that the financial statements and notes of the Company and Group comply with International Financial Reporting Standards (‘IFRS’). It is recommended that this financial report be read in conjunction with the public announcements made by Prospect Resources Limited during the year in accordance with the continuous disclosure requirements arising under the Corporations Act 2001. Historical cost convention These financial statements have been prepared under the historical cost convention modified, where applicable, for financial assets and financial liabilities carried at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of AASB 2: Share Based Payments, leasing transactions that are within the scope of AASB 16: Leases, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in AASB 102: Inventories or value in use in AASB 136: Impairment of Assets. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: • • • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. Critical accounting estimates The preparation of financial statements in conformity with IFRS 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 judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, these are disclosed in Note 2(bb). 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. (b) Principles of Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company: • has power over the investee; • is exposed, or has rights, to variable returns from its involvement with the investee; and • has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. 28. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including: • the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; • potential voting rights held by the Company, other vote holders or other parties; • • rights arising from other contractual arrangements; and any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non- controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. (c) Going Concern For the year ended 30 June 2020, the Group recorded a loss of $4,607,000 (2019: loss $6,969,000) and had net cash outflows from operating and investing activities of $7,344,000 (2019: $18,029,000). As at reporting date, the Group had cash and cash equivalents of $1,698,000. These conditions indicate a material uncertainty that may cast significant doubt about the Group’s and the Company’s ability to continue as going concerns. The Group’s principal objective is to develop the Arcadia Project and as such, it does not presently have a source of operating income sufficient to fund its operations, rather it is reliant on equity raisings or funds from other external sources to fund its activities. To support the activities outlined in the Directors’ Report, the Group will be required to raise additional funds. The Group has previously been successful in raising cash through equity raisings, as and when required. meet its operating costs and pay its debts as and when they fall due for at least twelve months from the date of this report. However, the Directors acknowledge that material uncertainty remains over the Group’s ability to meet its funding requirements, as future funding is uncertain until secured. If for any reason the Group is unable to continue as a going concern, then this could impact the Group’s ability to realise assets at their recognised values and to extinguish liabilities in the normal course of business at the amounts stated in the consolidated financial statements. (d) 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 has 1 lease which could be cancelled on 3 months notice with the total obligation being $12,000. As a result, this has been treated as a short term lease and therefore, all lease payments expensed directly to profit or loss. 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; lease payments under extension options, if the lessee is reasonably certain to exercise the options; and The consolidated financial statements for the year ended 30 June 2020 have been prepared on a going concern basis, as in the opinion of Directors, the Group will be in a position to • payments of penalties for terminating the lease, if the lease term reflects the exercise of options to terminate the lease. 29. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 2018 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. (e) New and Revised Accounting Standards for Application in Future Periods Standard/Interpretation AASB 17 Insurance Contracts AASB 2018-7 Amendments to Australian Accounting Standards – Definition of Material AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework Effective for annual reporting periods beginning on or after Expected to be initially applied in the financial year ending 1 January 2021 30 June 2022 1 January 2020 30 June 2021 1 January 2020 30 June 2021 The directors believe that these new Standards and Interpretations will not have a material impact on the Group (f) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. 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. For spodumene and petalite concentrate sales, the above conditions are generally satisfied when title passes to the customer, typically on the bill of lading date when the concentrate is delivered to the vessel. For gold, this is generally when the gold is credited to the metal account of the customer. 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 government tax credit or rebate will be received and the Group will comply with all attached conditions. Farming Income Revenue from the sale of farming goods is brought to account when delivered to the customer and selling prices are known or can be reasonably estimated. Interest Income Interest revenue is recognised on a time proportionate basis using the effective interest method. (g) 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. (h) 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. 30. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. Materials and supplies are measured at the lower of cost or net realisable value. The cost is determined using the first- in, first-out principle and includes expenditure incurred in acquiring the inventories. Any provision for obsolescence is determined by reference to specific items of stock. A regular review is undertaken to determine the extent of any provision for obsolescence. 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. (i) Trade and other receivables Trade receivables Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. Details about the Group’s impairment policies and the calculation of the loss allowance are provided in Note 2(t). Other receivables Other receivables are recognised at fair value and subsequently measured at amortised cost, less provision for impairment. (j) Inventories Product inventories comprise ore in stockpiles, work-in- progress and finished goods and are physically measured or estimated and valued at the lower of average cost or net realisable value. Net realisable value is the estimated future sales price of the product the entity expects to realise when the product is processed and sold, less estimated costs to complete production and bring the product to sale. Where the time value of money is material, these future prices and costs to complete are discounted. Cost is determined by using the weighted-average method and comprises direct purchase costs and an appropriate portion of fixed and variable overhead costs, including depreciation and amortisation, incurred in converting materials into finished goods, based on the normal production capacity. The cost of production is allocated to joint products using a ratio of spot prices by volume at each month end. Separately identifiable costs of conversion of each mineral are specifically allocated. (k) Assets held for sale Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than continued use. They are measured at the lower of their carrying amount and fair value less costs of disposal. For non-current assets to be classified as held for sale, they must be available for immediate sale in their present condition and their sale must be highly probable. An impairment loss is recognised for any initial or subsequent write down of the non-current asset to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of disposal of a non-current asset, but not in excess of any cumulative impairment loss previously recognised. Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of assets held for sale continue to be recognised. Non-current assets classified as held for sale are presented separately on the face of the statement of financial position, in current assets. (l) Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Depreciation rates and methods shall be reviewed at least annually and, where changed, shall be accounted for as a change in accounting estimate. During the current year, the directors determined that the useful lives of each class of asset are: • Buildings • Plant and equipment • Office equipment and furniture and fittings 20 to 40 years 5 to 15 years 3 to 5 years • Vehicles 5 years 31. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a ‘prospective’ basis. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. (m) 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 period 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 of interest 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. (n) Mine properties Mines under construction Expenditure is transferred from ’Exploration and evaluation assets’ to ’Mines under construction’ which is a subcategory of ’Mine properties’ once the work completed to date supports the future development of the property and such development receives appropriate approvals. After transfer of the exploration and evaluation assets, all subsequent expenditure on the construction, installation, or completion of infrastructure facilities recognised in ’Mines under construction’. Development expenditure is net of proceeds from the sale of ore extracted during the development phase to the extent that it is considered integral to the development of the mine. Any costs incurred in testing the assets to determine if they are functioning as intended, are capitalised, net of any proceeds received from selling any product produced while testing. Where these proceeds exceed the cost of testing, any excess is recognised in the statement of profit or loss and other comprehensive income. After production starts, all assets included in ‘Mines under construction’ are then transferred to ’Producing mines’ which is also a sub- category of ’Mine properties’. Mine properties and property, plant and equipment (i) Initial recognition Upon completion of the mine construction phase, the assets are transferred into “Property, plant and equipment” or “Mine properties”. Items of property, plant and equipment and producing mine are stated at cost, less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of the rehabilitation obligation, and, for qualifying assets (where relevant), borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. The capitalised value of a finance lease is also included in property, plant and equipment. Mine properties also consist of the fair value attributable to mineral reserves and the portion of mineral resources considered to be probable of economic extraction at the time of an acquisition. When a mine construction project moves into the production phase, the capitalisation of certain mine construction costs ceases, and costs are either regarded as part of the cost of inventory or expensed, except for costs which qualify for capitalisation relating to mining asset additions, improvements or new developments, mine development or mineable reserve development. (ii) Depreciation/amortisation Accumulated mine development costs are depreciated/ amortised on a Unit Of Production (UOP) basis over the economically recoverable reserves of the mine concerned, except in the case of assets whose useful life is shorter than the life of the mine, in which case, the straight-line method is applied. The unit of account for run-of-mine (ROM) costs is tonnes of ore, whereas the unit of account for post-ROM costs are recoverable tonnes of Li2O. Rights and concessions are depleted on the UOP basis over the economically recoverable reserves of the relevant area. The UOP rate calculation for the depreciation/ amortisation of mine development costs takes into account expenditures incurred to date, together with sanctioned future development expenditure. Economically recoverable reserves include proven and probable reserves. The estimated fair value attributable to the mineral reserves and the portion of mineral resources considered to be probable of economic extraction at the time of the acquisition is amortised on a UOP basis whereby the denominator is the proven and probable reserves, and for some mines, a portion of mineral resources which are expected to be extracted economically. These other mineral resources may be included in depreciation calculations in limited circumstances and where there is a high degree of confidence in their economic extraction. This would be the case when the other mineral resources do not yet have the status of reserves merely because the necessary detailed evaluation work has not yet been performed and the responsible technical personnel agree that inclusion of a proportion of measured and indicated resources is appropriate based on historic reserve conversion rates. 32. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The estimated fair value of the mineral resources that are not considered to be probable of economic extraction at the time of the acquisition is not subject to amortisation, until the resource becomes probable of economic extraction in the future and is recognised in exploration and evaluation assets. The premium paid in excess of the intrinsic value of land to gain access is amortised over the life of the mine. Other plant and equipment, such as mobile mine equipment, is generally depreciated on a straight-line basis over their estimated useful lives, as follows: • Buildings • Plant and equipment • Office equipment and furniture and fittings 20 to 40 years 5 to 15 years 3 to 5 years • Vehicles 5 years An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in statement of profit or loss and other comprehensive income when the asset is derecognised. The asset’s residual values, useful lives and methods of depreciation/amortisation are reviewed at each reporting period and adjusted prospectively, if appropriate. Stripping (waste removal) costs As part of its mining operations, the Group incurs stripping (waste removal) costs both during the development phase and production phase of its operations. Stripping costs incurred in the development phase of a mine, before the production phase commences (development stripping), are capitalised as part of the cost of constructing the mine and subsequently amortised over its useful life using a UOP method. The capitalisation of development stripping costs ceases when the mine/component is commissioned and ready for use as intended by management. Stripping activities undertaken during the production phase of a surface mine (production stripping) are accounted for as set out below. After the commencement of production, further development of the mine may require a phase of unusually high stripping that is similar in nature to development phase stripping. The cost of such stripping is accounted for in the same way as development stripping (as outlined above). Production stripping is generally considered to create two benefits, being either the production of inventory or improved access to the ore to be mined in the future. Where the benefits are realised in the form of inventory produced in the period, the production stripping costs are accounted for as part of the cost of producing those inventories. Where the benefits are realised in the form of improved access to ore to be mined in the future, the costs are recognised as a non-current asset, referred to as a ‘stripping activity asset’, if the following criteria are met: (a) Future economic benefits (being improved access to the ore body) are probable (b) The component of the ore body for which access will be improved can be accurately identified (c) The costs associated with the improved access can be reliably measured If any of the criteria are not met, the production stripping costs are charged to profit or loss as operating costs as they are incurred. In identifying components of the ore body, the Group works closely with the mining operations personnel for each mining operation to analyse each of the mine plans. Generally, a component will be a subset of the total ore body, and a mine may have several components. The mine plans, and therefore the identification of components, can vary between mines for a number of reasons. These include, but are not limited to: the type of commodity, the geological characteristics of the ore body, the geographical location, and/or financial considerations. Given the nature of the Group’s operations, components are generally either major pushbacks or phases and they generally form part of a larger investment decision which requires board approval. The stripping activity asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of ore, plus an allocation of directly attributable overhead costs. If incidental operations are occurring at the same time as the production stripping activity, but are not necessary for the production stripping activity to continue as planned, these costs are not included in the cost of the stripping activity asset. If the costs of the inventory produced and the stripping activity asset are not separately identifiable, a relevant production measure is used to allocate the production stripping costs between the inventory produced and the stripping activity asset. This production measure is calculated for the identified component of the ore body and is used as a benchmark to identify the extent to which the additional activity of creating a future benefit has taken place. The Group uses the expected volume of waste extracted compared with the actual volume for a given volume of ore production of each component. The stripping activity asset is accounted for as an addition to, or an enhancement of, an existing asset, being the mine asset, and is presented as part of ’Mine properties’ in the statement of financial position. This forms part of the total investment in the relevant cash generating unit(s), which is reviewed for impairment if events or changes of circumstances indicate that the carrying value may not be recoverable. 33. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The stripping activity asset is subsequently depreciated using the UOP method over the life of the identified component of the ore body that became more accessible as a result of the stripping activity. Economically recoverable reserves, which comprise proven and probable reserves, are used to determine the expected useful life of the identified component of the ore body. The stripping activity asset is then carried at cost less depreciation and any impairment losses. Major maintenance and repairs Expenditure on major maintenance refits or repairs comprises the cost of replacement assets or parts of assets and overhaul costs. Where an asset, or part of an asset, that was separately depreciated and is now written off is replaced, and it is probable that future economic benefits associated with the item will flow to the Group through an extended life, the expenditure is capitalised. Where part of the asset was not separately considered as a component and therefore not depreciated separately, the replacement value is used to estimate the carrying amount of the replaced asset(s) which is immediately written off. All other day-to-day maintenance and repairs costs are expensed as incurred. • it is technically feasible to complete the software so that it will be available for use • management intends to complete the software and use or sell it • • • • there is an ability to use or sell the software it can be demonstrated how the software will generate probable future economic benefits adequate technical, financial and other resources to complete the development and to use or sell the software are available, and the expenditure attributable to the software during its development can be reliably measured Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of relevant overheads.  Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. The Group amortises intangible assets with a limited useful life, using the straight-line method over the following periods: • IT development and software 12 years Borrowing costs (p) Investments in Associates Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale (a qualifying asset) are capitalised as part of the cost of the respective asset. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Where funds are borrowed specifically to finance a project, the amount capitalised represents the actual borrowing costs incurred. Where surplus funds are available for a short term from funds borrowed specifically to finance a project, the income generated from the temporary investment of such amounts is also capitalised and deducted from the total capitalised borrowing cost. Where the funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a weighted average of rates applicable to relevant general borrowings of the Group during the period. An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control those policies. Investments in associates are accounted for in the consolidated financial statements by applying the equity method of accounting, whereby the investment is initially recognised at cost (including transaction costs) and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate. In addition, the Group’s share of the profit or loss of the associate is included in the Group’s profit or loss. The carrying amount of the investment includes, when applicable, goodwill relating to the associate. Any discount on acquisition, whereby the Group’s share of the net fair value of the associate exceeds the cost of investment, is recognised in profit or loss in the period in which the investment is acquired. All other borrowing costs are recognised in the statement of profit or loss and other comprehensive income in the period in which they are incurred. Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate. (o) Intangible Assets Software Costs associated with maintaining software programmes are recognised as an expense as incurred. The cost of purchasing software, and development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets where the following criteria are met:  When the Group’s share of losses in the associate equals or exceeds its interest in the associate, the Group discontinues recognising its share of losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate. When the associate subsequently makes profits, the Group will resume recognising its share of those profits once its share of the profits equals the share of the losses not recognised. 34. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (q) Interests in Joint Arrangements Joint arrangements represent the contractual sharing of control between parties in a business venture where unanimous decisions about relevant activities are required. wholly settled within one year after the end of the period in which the employees render the related services are classified as short-term benefits and are measured at the amount due to be paid. Separate joint venture entities providing joint venturers with an interest to net assets are classified as a joint venture and accounted for using the equity method. Refer to Note 2(p) for a description of the equity method of accounting. (s) 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. Joint operations represent arrangements whereby joint operators maintain direct interests in each asset and exposure to each liability of the arrangement. The Group’s interest in the assets, liabilities, revenue and expenses of joint operations are included in the respective line items of the consolidated financial statements. Gains and losses resulting from sales to a joint operation are recognised to the extent of the other parties’ interests. When the Group makes purchases from a joint operation, it does not recognise its share of the gains and losses from the joint arrangement until it resells those goods/assets to a third party. (r) Provision Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provision for site restoration and rehabilitation In accordance with the Group’s environmental policy and applicable legal requirements, a provision for site restoration and rehabilitation in respect of disturbed land is recognised when the land is disturbed. The provision is the best estimate of the present value of the expenditure required to settle the restoration and rehabilitation obligation at the reporting date, based on current legal requirements and technology. Future restoration and rehabilitation costs are reviewed annually, and any changes are reflected in the present value of the restoration and rehabilitation provision at the end of the reporting period. The unwinding of the effect of discounting on the provision is recognised as a finance cost. Provision for employee entitlements Provision is made for employee entitlements accumulated as a result of employees rendering services up to the end of the reporting period. These benefits include wages, salaries, annual leave and long service leave. Liabilities in respect of employees’ services rendered that are not expected to be wholly settled within one year after the end of the period in which the employees render the related services recognised as long-term employee benefits. These liabilities are measured at the present value of the estimated future cash outflow to the employees using the projected unit credit method. Liabilities expected to be (t) 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 transaction 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 expired. Classification and 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 Group’s business model for managing the financial asset. 35. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet with the following conditions (and are not designated as FVPL); 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. • • 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 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 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 132 Financial 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. 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. (u) Foreign Currency Transactions and Balances Functional and presentation currency The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional currency. The functional currency of all subsidiaries other than Thornvlei is US dollars. Thornvlei’s functional currency is Zimbabwe 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. 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; 36. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) • 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. (v) 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. (w) 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. (x) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown exclusive 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. (y) Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the Company, on or before the end of the financial year but not distributed at balance date. (z) Impairment of Assets At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less cost to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of profit or loss. Impairment testing is performed annually for intangible assets with indefinite lives. (aa) Share based payment transactions Equity settled transactions The Company provides benefits to its employees (including key management personnel) in the form of share based payments, whereby employees render services in exchange for shares or rights over shares (equity settled transactions). The cost of these equity settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The charge to the statement of profit or loss and other comprehensive income is taken when the options are granted. There is a corresponding entry to equity. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. (bb) Critical Accounting Judgement and Key Sources of Uncertainty In the application of the Group’s accounting policies which are described above in Note 2(a), the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affect only that period, or in the period of the revision and future periods of the revision affects both current and future periods. Key Estimates Ore reserves Economically recoverable ore reserves represent the estimated quantity of product in an area of interest that can be expected to be profitably extracted, processed and sold under current and foreseeable economic conditions. The Group determines and reports ore reserves under the standards incorporated in the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition (the JORC Code). The determination of ore reserves includes estimates and assumptions about a range of geological, technical and economic factors, including: quantities, grades, productions techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates. Changes in ore reserves impact the assessment of recoverability of exploration and evaluation assets, property, plant and equipment, the carrying amount of assets depreciated on a units of production basis, provision for site restoration and the recognition of deferred tax assets, including tax losses. 37. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Exploration an evaluation expenditure The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgement to determine whether future economic benefits are likely, from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves. In addition to applying judgement to determine whether future economic benefits are likely to arise from the Group’s Exploration & Evaluation assets or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves, the Group has to apply a number of estimates and assumptions. The estimates directly impact when the Group defers exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions about future events and circumstances, particularly, whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely, the relevant capitalised amount is written off in the statement of profit or loss and other comprehensive income in the period when the new information becomes available. Mine Properties Estimated economically recoverable reserves are used in determining the depreciation and/or amortisation of mine- specific assets. This results in a depreciation/amortisation charge proportional to the depletion of the anticipated remaining life-of-mine production. The life of each item, which is assessed at least annually, has regard to both its physical life limitations and present assessments of economically recoverable reserves of the mine property at which the asset is located. These calculations require the use of estimates and assumptions, including the amount of recoverable reserves and estimates of future capital expenditure. The calculation of the Unit of Production (“UOP”) rate of depreciation/amortisation could be impacted to the extent that actual production in the future is different from current forecast production based on economically recoverable reserves, or if future capital expenditure estimates change. Changes to economically recoverable reserves could arise due to changes in the factors or assumptions used in estimating reserves, including: • The effect on economically recoverable reserves of differences between actual commodity prices and commodity price assumptions estimates of the extent and costs of rehabilitation activities, technological changes, and regulatory changes. These uncertainties may result in future actual expenditure differing from the amounts currently provided. Therefore, significant estimates and assumptions are made in determining the provision for mine rehabilitation. As a result, there could be significant adjustments to the provisions established which would affect future financial result. The provision at reporting date represents management’s best estimate of the present value of the future rehabilitation costs required. Share based payments The fair value of employee share options and share appreciation rights is measured using Black Scholes. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, the risk-free interest rate (based on government bonds) and probability applied to the non-vesting conditions (based on management’s judgement formed in consideration of all the available facts and circumstances). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. Any different estimates and assumptions affecting the measurement inputs would have resulted in different grant date fair values, which would have changed equity settled share-based payments expense. Subsequent changes to this estimate could have a significant effect on share based payment expense and the associated equity-settled payments reserve. The fair value calculation and inputs to the Black Scholes model are shown at Note 18(a). Impairment The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related permit itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Deferred tax assets Management have made a judgement for the non recognition of deferred tax asset as the recovery of tax losses and other deferred tax assets is not considered probable at this stage. • Unforeseen operational issues (bb) Rounding of Amounts Changes in estimates are accounted for prospectively. Rehabilitation Provision The ultimate rehabilitation costs are uncertain, and cost estimates can vary in response to many factors, including The Group has applied the relief available to it under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. Accordingly, the amounts in the financial statements and directors’ report have been rounded to the nearest $1,000. 38. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 3. 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. (a) Market Risk (i) Interest Rate Risk 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: 30 June 2020 Financial Assets Cash and deposits Trade and other receivables Other Weighted average interest rate Financial Liabilities Trade and other payables Weighted average interest rate 30 June 2019 Financial Assets Cash and deposits Trade and other receivables Weighted average interest rate Financial Liabilities Trade and other payables Weighted average interest rate Floating interest rate 1 year or less Over 1 year to 5 years More than 5 years Non interest bearing $’000 $’000 $’000 $’000 $’000 1,364 - - 1,364 0.25% - - - 4,707 - 4,707 1.32% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 334 458 9 801 - 150 150 - 767 328 1,095 - 518 518 - Total $’000 1,698 458 9 2,165 0.16% 150 150 - 5,474 328 5,802 1.13% 518 518 - 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 +/- $14,000 (2019: $47,000) impact on the Group’s income and operating cash flows. At this time, no detailed sensitivity analysis is undertaken by the Group. (ii) Price Risk The Group is not exposed to equity securities price risk as it holds no investments in securities classified on the balance sheet as either fair value through profit or loss or at fair value through other comprehensive income. The Group is not currently exposed to significant commodity price risk as it still operates in the exploration & development phase. However, future operational cash flows will be affected by fluctuations in the lithium price and other commodity prices. The Group will develop strategies to mitigate this risk when it moves from the exploration & development phase into the production phase. 39. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 3. FINANCIAL RISK MANAGEMENT (continued) (iii) Currency risk Currency risk arises from investments and borrowings 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) and Zimbabwe Dollars (ZWL). 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 - USD Cash and cash equivalents - ZWL Trade and other payables - USD Trade and other payables - ZWL Total Exposure 2020 $’000 253 13 (374) (20) (128) 2019 $’000 662 50 (462) (22) 228 Assuming all other variables remain constant, a 10% strengthening of the Australian dollar at 30 June 2020 against the USD and ZWL would have resulted in a decreased loss of $12,000 (2019: increased loss $20,000) and $1,000 (2019: $3,000) respectively. A 10% weakening of the AUD would have resulted in an increased loss of $12,000 (2019 decreased loss: $20,000) against the USD and $1,000 (2019: $3,000) against the ZWL, assuming all other variables remain constant. The Group does not currently hedge against currency risk. (b) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s cash and cash equivalents. Cash and cash equivalents comprise of cash on hand and demand deposits. The Group limits its credit risk by holding cash balances and demand deposits with reputable counterparties with acceptable credit rating (c) 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 Westpac Banking Corporation which is available as required. The material liquidity risk for the Group is the ability to raise equity in the future. (d) Effective interest rate and repricing analysis Cash and cash equivalents are the only interest bearing financial instruments of the Group. (e) Fair value of financial instruments Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis. The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values. 40. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 4. 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. In the current year the Group engaged in exploration for minerals and project development activities in Zimbabwe. The operations were located in Australia, Singapore and Zimbabwe with the head office being in Australia and Singapore balances included with Zimbabwe. Geographical segments Revenue Other external revenue Total segment revenue Results Australia Zimbabwe Consolidated 2020 $’000 2019 $’000 2020 $’000 215 215 431 431 154 154 2019 $’000 2,889 2,889 2020 $’000 369 369 2019 $’000 3,320 3,320 Segment net profit/(loss) before tax (3,874) (6,348) (733) 626 (4,607) (5,722) Assets Segment assets Liabilities Segment liabilities 1,901 5,381 26,652 24,059 28,553 29,440 Depreciation 8 6 520 538 160 80 618 680 1,156 86 88 92 The amount of non-current assets added during the year in Australia $Nil and Zimbabwe $2,928,000 (2019: Australia $35,000 and Zimbabwe $10,125,000) The accounting policies of the reportable segments are the same as the Group’s accounting policies as described in Note 2. NOTE 5(a). REVENUE FROM CONTINUING OPERATIONS Farm income Government tax credits and rebates Interest revenue Sale of merchandise Other revenue NOTE 5(b). OTHER INCOME Gain on derecognition of provision for rehabilitation Gain on sale of property, plant and equipment NOTE 5(c). COST OF SALES Cost of sales from farming Cost of sales from merchandise Consolidated 2020 $’000 11 200 15 88 - 314 45 10 55 19 241 260 2019 $’000 169 333 98 2,677 43 3,320 - - - 174 2,440 2,614 41. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 6. INCOME TAX (a) Numerical reconciliation of income tax expense to prima facie tax payable Loss before income tax expense Tax at the Australian tax rate of 27.5% (2019: 27.5%) Tax effect of differential corporate tax rates Tax effect of amounts which are not deductible (taxable) income Under-recognition of prior year tax expense Foreign exchange adjustment on tax losses brought forward (1) Tax losses not (used)/recognised Income tax expense (b) Tax losses Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit (Australia 26%, Zimbabwe 0% - 25.75%) Consolidated 2020 $’000 2019 $’000 (4,607) (4,607) (1,267) 479 937 (361) 716 (504) - Consolidated 2020 $’000 11,620 2,955 (5,722) (5,722) (1,574) 14 1,572 (403) 3,974 (3,552) 31 2019 $’000 11,697 2,715 (1) During the prior year, the Zimbabwe Government introduced a domestic currency called the Zimbabwe Dollar (ZWL). The Group is required to lodge its tax returns in Zimbabwe in local ZWL. The closing exchange rate between the AUD/ ZWL at 30 June 2020 was $43.74 (2019: $4.74). This has resulted in carried forward losses being devalued. 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. The deferred tax liabilities of the Group relate to capitalised exploration costs. The Group’s Arcadia Project has obtained Special Economic Zone status which results in a 0% tax rate for the first 5 years, then 15% thereafter. The deferred tax liabilities of the Group are estimated as $Nil (2019: $Nil). (c) Current tax liability Income tax payable Consolidated 2020 $’000 2019 $’000 - - 42. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 7. CASH AND CASH EQUIVALENTS Cash at bank Consolidated 2020 $’000 1,698 2019 $’000 5,474 Included in the Group’s cash and cash equivalents are Zimbabwe Dollars. Zimbabwe Dollars have been disclosed under cash and cash equivalents as it meets the definition of cash and cash equivalents. The Zimbabwe to Australian Dollar exchange rate at 30 June 2020 was 43.74 (2019: 4.74) and the Zimbabwe Dollar is considered legal tender in Zimbabwe. The Group holds AUD$13,000 in Zimbabwe Dollars (2019: AUD$50,000) which is included in the cash at bank balance. These funds are freely available for use in Zimbabwe. (a) Reconciliation of operating loss after income tax to net cash flows used in operating activities Operating loss after tax Non-cash items Depreciation Share based payments - options Impairment of assets held for sale Impairment of capitalised exploration and evaluation expenditure Loss on disposal of subsidiary (Gain)/loss on sale of property, plant and equipment Foreign exchange difference Interest received Changes in operating assets and liabilities Decrease/(increase) in operating trade and other receivables Decrease in inventories Decrease/(increase) in other assets (Decrease)/increase in operating trade and other payables (Decrease)/increase in provisions (Decrease) in tax liabilities Consolidated 2020 $’000 (4,607) 2019 $’000 (6,969) 88 - 268 - - (10) 166 (15) 24 - 229 (360) (3) - 117 535 - 132 133 69 (1,719) (98) (3) 228 (279) 157 131 (251) Net cash flows used in operating activities (4,220) (7,817) (b) Non-cash transactions During the current year, the Company did not enter into any non-cash financing or investing activities (2019: $Nil). 43. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 8. TRADE AND OTHER RECEIVABLES GST/VAT receivable Related party receivable (refer note 23(b)) Other receivables Consolidated 2020 $’000 168 167 123 458 2019 $’000 172 27 129 328 These amounts generally arise from transactions during usual operating activities of the consolidated entity and are non-interest bearing. These amounts do not contain any impaired receivables and are not considered overdue. NOTE 9. ASSETS HELD FOR SALE Property – 169 Arcturus Road, Harare Consolidated 2020 $’000 298 2019 $’000 - During the year, the directors resolved to sell the company’s property asset and have accepted an offer. As at 30 June 2020, the sale was highly probable, and as such has been classified as assets held for sale. The property has been reclassified from property, plant and equipment to assets held for sale and valued at its expected net realisable value, after taking into consideration market prices and selling costs. Consolidated 2020 $’000 2019 $’000 331 (33) 298 (559) (7) (268) - - - - - - Consolidated 2020 $’000 9 702 - 711 2019 $’000 9 626 9 644 The amount is derived as follows: Expected proceeds from the sale of assets held for sale Less: selling costs Expected net proceeds Transferred carrying value of assets held for sale (Note 11) Foreign exchange Impairment recognised NOTE 10. OTHER CURRENT ASSETS Deposits Prepayments Other 44. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 11. PROPERTY, PLANT AND EQUIPMENT Buildings Plant and machinery Vehicles Office equipment Consolidated 2020 $’000 11 304 30 205 550 Reconciliation of Property, plant and equipment – 2020 $’000 $’000 Buildings Plant and machinery Vehicles $’000 Office equipment $’000 Opening balance at cost Additions Disposals Reclassification to assets held for sale Effect of foreign currency exchange differences Closing balance at cost Opening accumulated depreciation Depreciation Disposals Reclassification to assets held for sale Effect of foreign currency exchange differences Closing accumulated depreciation Net written down value 586 4 - (590) 12 12 (17) (15) - 31 - (1) 11 710 63 142 33 (301)(i) (118)(i) - (38) 434 (201) (95) 150(i) - 16 (130) 304 - 5 62 (78) (26) 76(i) - (4) (32) 30 357 21 - - 9 387 (88) (92) - - (2) (182) 205 2019 $’000 569 509 64 269 1,411 Total $’000 1,795 121 (419) (590) (12) 895 (384) (228) 226 31 10 (345) 550 (i) During the year, the Group sold property, plant and equipment at fair market value to Farvic for USD$105,864 (AUD$157,688), and to Mixnote for USD$26,750 (AUD$39,845). Refer to Note 23(b) Reconciliation of Property, plant and equipment – 2019 $’000 $’000 Buildings Plant and machinery Vehicles $’000 Office equipment $’000 Opening balance at cost Additions Disposals Effect of foreign currency exchange differences Closing balance at cost Opening accumulated depreciation Depreciation Disposals Effect of foreign currency exchange differences Closing accumulated depreciation Net written down value 556 - - 30 586 (2) (15) - - (17) 569 819 102 (52) (159) 710 (164) (84) 10 37 (201) 509 171 169 (206) 8 142 (75) (60) 61 (4) (78) 64 74 306 (26) 3 357 (21) (74) 8 (1) (88) 269 Total $’000 1,620 577 (284) (118) 1,795 (262) (233) 79 32 (384) 1,411 45. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 11. PROPERTY, PLANT AND EQUIPMENT (continued) Depreciation Depreciation transferred to capitalised mine properties Depreciation per Note 7(a) Depreciation from discontinued operations Depreciation recognised in statement of profit or loss and other comprehensive income NOTE 12. EXPLORATION, EVALUATION & MINE PROPERTIES Total expenditure incurred and carried forward in respect of specific projects: Exploration & Evaluation Expenditure Gwanda East – Gold Good Days – Lithium Verdale – Lithium Mine Properties Arcadia – Lithium (a) Exploration & Evaluation Expenditure Opening balance Expenditure incurred Impairment of exploration and evaluation expenditure Transfer to mines under construction Proceeds from gold sales from exploration and evaluation ore Effect of foreign currency exchange differences Closing balance (b) Mine Properties Mines Under Construction Opening balance Expenditure incurred Transfer from exploration and evaluation expenditure Effect of foreign currency exchange differences Consolidated 2020 $’000 228 (140) 88 - 88 2019 $’000 233 (116) 117 (25) 92 Consolidated 2020 $’000 2019 $’000 - - - - - - 24,257 24,257 21,084 21,084 - - 21 - (21) - - 21,084 2,726 - 447 11,430 424 (132) (11,348) (374) - - - 9,156 11,348 580 Closing balance 24,257 21,084 The Board of Directors undertook an impairment review of the Group’s exploration, evaluation & mine properties as at 30 June 2020 resulting in an impairment reversal for the current year of $21,000 (2019: expense $132,000). The current year impairment reversal relates to the Group’s claims at Gwanda East due to the recognition of gold proceeds (2019: claims at Good Days and Verdale). 46. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 13. INTANGIBLE ASSETS Capitalised ERP costs (under construction) Opening balance Additions Effect of foreign currency exchange differences Amortisation expense Closing balance Amortisation Amortisation transferred to capitalised mine properties Amortisation recognised in statement of profit or loss and other comprehensive income NOTE 14. TRADE AND OTHER PAYABLES Trade payables Accruals Unearned trading income Other payables Consolidated 2020 $’000 2019 $’000 581 499 81 11 (10) 581 Consolidated 2020 $’000 10 (10) - 499 151 339 9 - 499 2019 $’000 - - - Consolidated 2020 $’000 2019 $’000 143 341 18 7 509 508 254 210 10 982 Trade payables are normally settled on 30 – 60 day terms. Trade payables are not past due and are non-interest bearing. NOTE 15. PROVISIONS Current Employee entitlements Non-current Provision for rehabilitation Consolidated 2020 $’000 2019 $’000 171 131 - 43 During the year, the Company disposed of its gold mining claims at Gwanda East. The rehabilitation provision related to those claims has been de-recognised and credited to other operating income. 47. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 16. CONTRIBUTED EQUITY (a) Issued share capital Ordinary shares fully paid (b) Movement in ordinary share capital Details Balance at 30 June 2018 Issue of shares via exercise of options Share consolidation (1 for 10) Issue of shares via placements Issue of shares upon exercise of options Cost of capital raising Balance at 30 June 2019 Issue of shares via placement and rights issue Cost of capital raising Balance at 30 June 2020 2020 2019 Shares Shares 285,936,524 235,951,758 Number of shares 1,981,114,971 65,000,000 (1,841,503,213) 23,500,000 7,840,000 - $’000 56,736 325 - 3,995 1,176 (362) 235,951,758 61,870 49,984,766 - 3,705 (146) 285,936,524 65,429 On 11 June 2019, shareholders approved a 1 for 10 share consolidation. 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. NOTE 17. RESERVES AND ACCUMULATED LOSSES (a) Reserves Share based payments reserves (refer to Note 17(c)) Foreign currency translation reserve (refer to Note 17(d)) Total reserves Consolidated 2020 $’000 10,847 1,909 12,756 2019 $’000 10,847 1,296 12,143 48. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 17. RESERVES AND ACCUMULATED LOSSES (continued) (b) Movement in options Date Details Balance at 30 June 2018 11/10/2018 19/11/2018 31/12/2018 06/02/2019 11/06/2019 15/06/2019 15/06/2019 Options exercised Options exercised Options expired Options expired Consolidation (1 for 10) (144,000,000) Options exercised Options expired (7,840,000) (3,660,000) Number of options 310,000,000 (5,000,000) (60,000,000) (65,000,000) (20,000,000) $’000 10,312 - - - - - - - Balance at 30 June 2019 4,500,000 10,847 Share based payment expense - 535 Balance at 30 June 2020 (c) Share Based Payments Reserve 4,500,000 10,847 Movement in reserve 2020 Number of Options 2020 $’000 2019 Number of Options Balance at the beginning of the year 4,500,000 10,847 31,000,000* Options issued Options exercised Options expired - - - - - - - (14,340,000) (12,160,000) 2019 $’000 10,312 535 - - Balance at the end of the year 4,500,000 10,847 4,500,000 10,847 * restated opening balance to be post 1 for 10 share consolidation (d) Foreign Currency Translation Reserve Movement in reserve Opening balance Currency translation differences Disposal of DRC subsidiaries Closing balance Nature and Purpose of Reserves Consolidated 2020 $’000 1,296 613 - 1,909 2019 $’000 171 1,102 23 1,296 The share based payments reserve arises pursuant to an issue of shares or options as consideration for a service or an acquisition transaction. The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries and translation differences on intercompany loans. 49. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 17. RESERVES AND ACCUMULATED LOSSES (continued) (e) Accumulated Losses Accumulated losses at beginning of year Net loss attributable to equity holders of the Company Disposal of DRC subsidiaries Accumulated losses at end of year NOTE 18. SHARE-BASED PAYMENTS (a) Recognised Share-Based Payment Expense Options Consolidated 2020 $’000 2019 $’000 (44,701) (37,526) (4,389) - (7,152) (23) (49,090) (44,701) The share based payments expense was $Nil (2019: $535,000), with $Nil recognised in the statement of financial performance (2019: $535,000). The following table lists the inputs to the model used: No. of options Grant date Share price Exercise price Interest rate Expiry date Volatility Fair value at grant date before discount Discount for being unlisted Fair value after discount 45,000,000 13/05/2018 $0.038 $0.06 2.015% 12/05/2022 91.83% $0.0217 20% $0.0174 The above disclosure relates to the previous financial year and are pre 1 for 10 consolidation. The following share-based payment arrangements were in existence during the current and prior reporting periods: Option Series Number Grant Date Expiry Date Exercise Price Fair Value per Option at Grant Date Issued 13 May 2018 (i) 45,000,000 13/05/2018 12/05/2022 Issued 06 Feb 2018 20,000,000 06/02/2018 06/02/2019 Issued 21 Jul 2017 65,000,000 21/07/2017 31/12/2018 Issued 22 Jul 2016 (ii) 115,000,000 22/07/2016 15/06/2019 Issued 22 Jul 2016 27,000,000 22/07/2016 21/07/2019 Issued 20 Nov 2015 (iii) 65,000,000 20/11/2015 19/11/2018 $0.06 $0.10 $0.05 $0.015 $0.015 $0.005 $0.0174 $0.0075 $0.0046 $0.0576 $0.0577 $0.0019 (i) Options vested upon completion of probationary period, being 14 October 2018. (ii) Options vest upon 20 day VWAP being $0.03 or above. These options have vested. (iii) Options vest upon 20 day VWAP being $0.01 or above. These options have vested. The above disclosures relate to the previously financial year and are pre 1 for 10 consolidation. 50. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 18. SHARE-BASED PAYMENTS (continued) (b) Summary of options granted The following table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options issued during the year: 2020 No 2020 WAEP 2019 No Outstanding at the beginning of the year 4,500,000 0.600 31,000,000* Granted during the year Exercised during the year Expired during the year - - - - - - - (14,340,000) (12,160,000) Outstanding at the end of the year 4,500,000 0.600 4,500,000 * restated opening balance to be post 1 for 10 share consolidation (c) Weighted average remaining contractual life 2019 WAEP $0.323 - (0.105) (0.477) 0.600 The weighted average remaining contractual life for the share options outstanding as at 30 June 2020 is 1.87 years (2019: 2.87 years). (d) Range of exercise price The range of exercise prices for options outstanding at the end of the year was $0.60 (2019: $0.60). (e) Weighted average fair value The weighted average fair value of options granted during the year was N/a (2019: $N/a). (f) Share options exercised during the year Nil options were exercised in 2020 (2019: 14,340,000 post consolidation). NOTE 19. 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 and/or acquisition agreements. Outstanding exploration commitments are as follows: Not longer than 1 year Longer than 1 year and not longer than 5 years Longer than 5 years There are no minimum expenditure commitments on the Group’s Zimbabwe tenements. Consolidated 2020 $’000 2019 $’000 - - - - - - - - 51. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 19. COMMITMENTS FOR EXPENDITURE (continued) (b) Operating Lease Commitments The Group has one operating lease commitment for office rental and can cancel these with 3 months’ notice totaling $12,000. (c) Other Commitments The Group has a commitment for ongoing annual licensing and permit fees related to the Arcadia mining lease and its Special Economic Zone status totaling $18,000. The Group has entered into contracts with its directors and certain executives and consultants whereby minimum notice periods (usually six months) have been provided by the Group. This totals $420,000 as at 30 June 2020 (2019: $1,000,000). The Group has entered into an offtake agreement to deliver 280,000 tonnes of 6% Li2O spodumene concentrate and 784,000 tonnes of 4% Li2O petalite concentrate over a 7 year term. The Group will receive a US$10,000,000 offtake prepayment upon the ball mill being delivered and bolt installed at the Project. The Group has entered into an offtake agreement to deliver up to 100,000 tonnes per annum of high quality, ultra-low iron 4.1% petalite concentrate for 7 years, totaling up to 700,000 tonnes. The Group entered into a conditional agreement to acquire a further 17% in the Arcadia Lithium Project, increasing its ownership from 70% to 87%. At completion, the Group is required to issue 9,497,680 new ordinary shares and pay cash of $1,187,210. NOTE 20. CONTINGENT LIABILITIES The Group has no contingent liabilities. NOTE 21. AUDITOR’S REMUNERATION Auditor of the parent entity Audit and audit review of the financial reports Other services Network firm of the parent auditor Audit services Auditor of Subsidiaries Audit services Consolidated 2020 $’000 2019 $’000 74 4 78 - - 54 54 55 30 85 - - 25 25 The auditor of Prospect Resources Limited is Stantons International. The auditor of the Zimbabwe subsidiaries is Deloitte. 52. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 22. KEY MANAGEMENT PERSONNEL DISCLOSURES The aggregate compensation made to Key Management Personnel of the Group is set out below: Short-term employee benefits Post employment benefits Share based payments Consolidated 2020 $’000 1,366 59 - 2019 $’000 1,657 73 535 1,425 2,265 NOTE 23. RELATED PARTY TRANSACTIONS (a) Anglo Pacific Ventures Pty Ltd The Company paid $56,304 (2019: $46,505) to Anglo Pacific Ventures Pty Ltd for rent. Mr Warner is a Director and beneficiary of Anglo Pacific Ventures Pty Ltd. (b) Farvic Consolidated Mines (Private) Limited The Group is owed $163,025 by Farvic (2019: $Nil). This amount receivable is interest free and payable on demand, refer Note 8. Harry Greaves and Zed Rusike are directors and shareholders of Farvic. During the year, the Group sold property, plant and equipment and gold claims at fair market value to Farvic for USD105,864 (AUD$157,688) (2019: Nil). Farvic toll treated the Group’s development gold ore under a tribute agreement and invoiced its expected cost of processing, amounting to US$66,126 (A$98,497) (2019: US$296,092 (A$413,788)). The Group is owed $4,061 by Mixnote Investments (Pvt) Limited (Mixnote), a subsidiary of Farvic (2019: $27,000). The amount is recognised as a trade receivable and is interest free, refer Note 8. During the year, the Company sold assets at fair market value to Mixnote for USD 26,750 (A$39,845) (2019 – Nil). The Group entered into a conditional agreement to acquire a further 17% in the Arcadia Lithium Project, increasing its ownership from 70% to 87%. At completion, the Group is required to issue 9,497,680 new ordinary shares and pay cash of $1,187,210. (c) CSA Global Pty Ltd The Company paid $110,503 (2019: $1,430) to CSA Global Pty Ltd for mining study services. Mr Fahey is a Principal Consultant, Mine Geology with CSA Global Pty Ltd (a member of ERM Group of Companies). (d) Loans to Subsidiaries At 30 June 2020, the Company has loaned US$3,419,000 (AUD$4,808,000) (2019: US$14,119,000 / AUD$19,962,000) to its 70% owned subsidiary Hawkmoth Mining and Exploration (Private) Limited (‘HME’). The Company has a recoverable book value of this loan of AUD$859,000 (2019: AUD$16,268,000). During the year, HME transferred US$10,700,000 of this loan to PLZ. The loan facility is interest free and there are no fixed repayment terms. At 30 June 2020, the Company has loaned US$17,041,000 (AUD$24,830,000) (2019: US$4,208,000 / AUD$6,000,000) to its 70% owned subsidiary Prospect Lithium Zimbabwe (Private) Limited (‘PLZ’). The Company has a recoverable book value of this loan of AUD$24,830,000 (2019: AUD$6,000,000). During the year, HME transferred US$10,700,000 of debt from the Company to PLZ. The loan facility is interest free and there are no fixed repayment terms. At 30 June 2020, the Company has loaned US$70,000 (AUD$102,000) (2019: US$70,000 / AUD$100,000) to its 70% owned subsidiary Thornvlei Farming Enterprises (Private) Limited (‘TFE’). The Company has a recoverable book value of this loan of AUD$Nil (2019: AUD$100,000). The loan facility is interest free and there are no fixed repayment terms. 53. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 24. SUBSEQUENT EVENTS Other than the following, the directors are not aware of any significant events since the end of the reporting period: • On 17 August 2020, the Group announced it had entered into an offtake agreement with Belgium based Sibelco N.V. to supply up to 700,000 dry metric tonnes of ultra-low iron petalite over seven years. NOTE 25. LOSS PER SHARE Basic loss per share (cents per share) Basic loss per share from continuing operations (cents per share) Basic loss per share from discontinuing operations (cents per share) Amount used in the calculation of basic EPS • From continuing operations • From discontinued operations Loss after income tax attributable to members of Prospect Resources Limited Consolidated 2020 (1.79) (1.79) - $’000 (4,389) - (4,389) 2019 (3.52) (2.92) (0.60) $’000 (5,936) (1,216) (7,152) • Weighted average number of ordinary shares outstanding during the year used in the 245,286,908 203,252,374 calculation of basic earnings/(loss) per share The options of the Company are not considered dilutive for the purpose of the calculation of diluted loss per share as their conversion to ordinary shares would not decrease the net profit per share nor increase the net loss per share. Consequently, diluted loss per share is the same as basic loss per share. The Company undertook a 1:10 share consolidation during the prior year. The numbers disclosed above for the prior year are post this share consolidation. NOTE 26. SUBSIDIARIES Details of the Group’s material subsidiaries at the end of the reporting period are as follows. Principal activity Country incorporation Prospect Minerals Pte Ltd Holding company Singapore Prospect Lithium Zimbabwe (Pvt) Limited Exploration & evaluation Zimbabwe Thornvlei Farming Enterprises (Private) Limited Farming Zimbabwe Hawkmoth Mining & Exploration (Pvt) Ltd Exploration & evaluation Zimbabwe Coldawn Investments (Private) Limited Exploration & evaluation Zimbabwe Ownership and voting interest 2020 100% 70% 70% 70% 70% 2019 100% 70% 70% 70% 70% 54. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 26A. DETAILS OF NON-WHOLLY OWNED SUBSIDIARIES THAT HAVE MATERIAL NON-CONTROLLING INTERESTS The table below shows details of non-wholly owned subsidiaries of the Group that have non-controlling interests: Place of incorporation and principal place of business Zimbabwe Zimbabwe Zimbabwe Zimbabwe Proportion of ownership interests and voting rights held by non-controlling interests 2020 % 30% 30% 30% 30% 2019 % 30% 30% 30% 30% Name of subsidiary Prospect Lithium Zimbabwe Thornvlei Hawkmoth Coldawn Profit/(loss) allocated to non-controlling interests Accumulated non- controlling interests 2020 $’000 (60) (68) (90) - (218) 2019 $’000 68 (54) 169 - 183 2020 $’000 (20) (71) (1,131) - 2019 $’000 37 (45) (1,020) - (1,222) (1,028) Summarised financial information in respect of the Group’s Zimbabwe subsidiaries that have non-controlling interests have been aggregated together and is set out below. The summarised financial information below represents amounts before intragroup eliminations. Zimbabwe Subsidiaries Current assets Non-current assets Current liabilities Non-current liabilities Net liabilities Equity attributable to owners of the Company Non-controlling interest Total (deficit) 2020 $’000 1,275 24,726 (158) 2019 $’000 1,086 22,338 (576) (29,914) (26,275) (4,071) (2,849) (1,222) (4,071) (3,427) (2,399) (1,028) (3,427) 55. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 26A. DETAILS OF NON-WHOLLY OWNED SUBSIDIARIES THAT HAVE MATERIAL NON-CONTROLLING INTERESTS (continued) Revenue Expenses (Loss)/profit for the year (Loss)/profit attributable to owners of the Company (Loss)/profit attributable to the non-controlling interests (Loss)/profit for the year Other comprehensive income/(loss) attributable to owners of the Company Other comprehensive income/(loss) attributable to the non-controlling interests Other comprehensive income/(loss) for the year Total comprehensive (loss)/income attributable to owners of the Company Total comprehensive (loss) attributable to the non-controlling interests Total comprehensive (loss)/income for the year Dividends paid to non-controlling interests Net cash (outflow)/inflow from operating activities Net cash (outflow) from investing activities Net cash inflow from financing activities Net cash (outflow)/inflow Year ended 2020 $’000 Year ended 2019 $’000 154 (878) (724) (506) (218) (724) 56 24 80 (450) (194) (644) - (94) 2,889 (2,256) 633 450 183 633 (292) (259) (551) 158 (76) 82 - 510 (1,498) (9,890) 1,464 (128) 9,390 10 56. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 27. PROSPECT RESOURCES LIMITED PARENT COMPANY INFORMATION ASSETS Current Assets Non-current Assets TOTAL ASSETS LIABILITIES Current Liabilities TOTAL LIABILITIES EQUITY Contributed equity Reserve Accumulated losses FINANCIAL PERFORMANCE (Loss) for the year Other comprehensive income Total comprehensive (loss) 2020 $’000 1,880 26,539 28,419 520 520 65,429 10,847 2019 $’000 5,351 23,104 28,455 538 538 61,870 10,847 (48,377) (44,800) 27,899 27,917 (3,577) (6,428) - - (3,577) (6,428) Parent Entity Contingencies and Guarantees The parent entity has not guaranteed any loans for any entities during the year. Parent Entity Commitments The parent entity has entered into contracts with its directors and certain executives whereby minimum notice periods (usually six months) have been provided by the parent entity. This totals $325,000 (2019: $500,000). 57. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportNotes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 NOTE 28. DISCONTINUED OPERATIONS (a) Disposal of Prospect Cobalt Pte Ltd and its subsidiaries On 28 June 2019, the Company completed the sale of its 100% investment in Prospect Cobalt Pte Ltd (‘Prospect Cobalt’) to New Energy Metals Limited (“NRG”). Prospect Cobalt owned a 100% interest in an exploration business in Democratic Republic of Congo (“DRC”). The consideration for the disposal was: At completion • A$1,000 and costs of transferring ownership Additional contingent consideration • A$50,000 of new shares in NRG’s proposed seed capital placing • A$100,000 of new shares in NRG’s proposed IPO placing • A$1,000,000 on delineation of a JORC Inferred Mineral Resource Estimate of greater the 5Mt at an average grade of greater than 2% copper and greater then 0.5% cobalt on existing or future projects generated by NRG and its subsidiaries in the DRC; and • A net smelter royalty (NSR) of 1% on any copper and cobalt products produced from existing or future projects generated by NRG and its subsidiaries in the DRC. During the year, NRG advised that they would not pursue exploration activities in DRC and would be winding up Prospect Cobalt. The Company agreed to waive its rights to the contingent consideration. (b) Analysis of loss for the year from discontinued operations The results of the discontinued operations (ie exploration in DRC business) included in the loss for the year are set out below. Loss for the year from discontinued operations Loss on disposal Expenses Loss before tax Attributable income tax expense Loss for the year from discontinued operations (attributable to owners of the Company) (c) Loss on deconsolidation of subsidiary Net disposal consideration Net assets disposed of Loss on deconsolidation before income tax 2020 $’000 - - - - - 2020 $’000 - - - 2019 $’000 (133) (1,082) (1,215) (1) (1,216) 2019 $’000 1 (134) (133) 58. Notes to and Forming Part of the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2020 Auditors’ Independence Declaration 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 30 September 2020 The Directors Prospect Resources Limited Suite 6, 245 Churchill Ave SUBIACO, WA 6008 Dear Sirs RE: PROSPECT RESOURCES LIMITED In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Prospect Resources Limited. As Audit Director for the audit of the financial statements of Prospect Resources Limited for the year ended 30 June 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. Yours sincerely, STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LIMITED Martin Michalik Director Liability limited by a scheme approved under Professional Standards Legislation 59. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' Report Independent Auditor’s Report Stantons International Audit and Consulting Pty Ltd trading as Chartered Accountants and Consultants INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PROSPECT RESOURCES 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 We have audited the financial report of Prospect Resources Limited (the Company) and its subsidiaries (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group's financial position as at 30 June 2020 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110: Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern Without modifying our audit opinion expressed above, attention is drawn to the following matter. As referred to in Note 2(c) to the financial statements, the financial statements have been prepared on a going concern basis. At 30 June 2020, the Group had cash and cash equivalents of $1,698,000, incurred net cash outflows from operating activities totalling $4,220,000 and incurred a loss after income tax of $4,607,000. The ability of the Group to continue as a going concern and meet its planned mine development, administration and other commitments is dependent upon the Group raising further working capital and/or successfully exploiting its mineral assets. In the event that the Group is not successful in recapitalising the Group and/or raising further equity or successfully exploiting its mineral assets, the Group may not be able to meet its liabilities as and when they fall due and the realisable value of the Group’s current and non-current assets may be significantly less than book values. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Liability limited by a scheme approved under Professional Standards Legislation 60. Independent Auditor’s Report In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. Key Audit Matters How the matter was addressed in the audit Carrying Value of Mine Properties As at 30 June 2020, the capitalised value of Mine Properties totalled $24,257,000 (refer to Note 12 of the financial report). The carrying value of capitalised Mine Properties is a key audit matter due to: ▪ ▪ ▪ The significance of (approximately 85% of total assets); the total balance that The Board has determined the exploration stage at the Arcadia Lithium Project has been completed and therefore the capitalised exploration and evaluation expenditure has been transferred to Mine Properties; the requirements of The necessity to assess management’s application of the accounting standard Exploration for and Evaluation of Mineral Resources (“AASB 6”), in relation to capitalised exploration and evaluation costs which were transferred to Mine Properties and the application of the requirements of the accounting standard AASB 116, Property, Plant and Equipment (“AASB 116”) and AASB 136 Impairment of light of any Assets (“AASB 136”) indicators of that may be present; and in impairment ▪ The assessment of significant judgements made by management in relation to the carrying capitalised Mine of Properties. value Inter alia, our audit procedures included the following: i. ii. iii. iv. v. vi. vii. Assessing the Group’s right to tenure over mining tenements by corroborating the ownership of the relevant licences for mineral resources to government registries and relevant third-party documentation; Reviewed ASX Announcements, Minutes and held discussions with the Board and Management to confirm the plans for the development of the Arcadia Lithium Project; . Reviewing the directors’ assessment and classification of the carrying value of the Mine Properties, ensuring the veracity of the data presented and that management have considered the effect of potential impairment indicators, commodity prices and the stage of the Group’s projects taking into account the requirements of AASB 116 and AASB 136; Assessed the credentials of the experts appointed to review the NPV Model relating to the Arcadia Lithium Project. Also evaluated the NPV Model relating to the Arcadia Lithium Project by checking, on a sample basis, the accuracy and relevance of the input data used in the model, as well as challenging the reasonableness of key assumptions based on our knowledge of the business and ASX Announcements made by the Company and published market and industry data; Performed a sensitivity analysis of the inputs in the NPV Model relating to the Arcadia Lithium Project; Evaluation of Group documents for consistency with the intentions for the development of the Arcadia Lithium Project and corroborated with discussions with management. documents we evaluated included: The ▪ Minutes and Circular Resolutions of the board and management; ▪ Announcements made by the Group to the Australian Securities Exchange; ▪ Cash flow forecasts; and ▪ The Net Present Value Model of Arcadia Lithium Mine Properties. Reviewed to ensure appropriate disclosures are made. financial statements the 61. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' Report Independent Auditor’s Report Other Information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2020, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance opinion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Auditor's Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report. We conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. 62. Independent Auditor’s Report We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in Internal control that we identify during our audit. The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report We have audited the Remuneration Report included in pages 16 to 20 of the directors’ report for the year ended 30 June 2020. The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards Opinion on the Remuneration Report In our opinion, the Remuneration Report of Prospect Resources Limited for the year ended 30 June 2020 complies with section 300A of the Corporations Act 2001. STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International) (An Authorised Audit Company) Martin Michalik Director West Perth, Western Australia 30 September 2020 63. Annual Report 2020 OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' Report ASX Additional Information 64. ASX Additional Information 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 23 September 2020. (a) Substantial Shareholders The substantial shareholders are: Name LORD OF SEVEN HILLS HOLDINGS FZE CITICORP NOMINEES PTY LIMITED SINOMINE INTERNATIONAL EXPLORATION (HONG KONG) CO LTD ELLIOT HOLDINGS PTY LTD – HD & DM WARNER (b) Voting Rights Ordinary Shares Number Held Percentage of Issued Shares 32,375,000 30,551,438 20,833,334 20,458,336 11.32 10.68 7.29 7.15 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 Category 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total There were 764 holders of less than a marketable parcel of ordinary shares. Ordinary Fully Paid Shares % Issued Capital 166,512 1,788,812 2,079,284 18,102,382 0.06% 0.63% 0.73% 6.33% 263,799,534 92,26% 285,936,524 100.00% 65. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020 (d) Equity Security Holders The names of the twenty largest holders of quoted equity securities are listed below: Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 LORD OF SEVEN HILLS HOLDINGS FZE CITICORP NOMINEES PTY LIMITED SINOMINE INTERNATIONAL EXPLORATION (HONG KONG) CO LTD MBM CAPITAL PARTNERS LLP BNP PARIBAS NOMINEES PTY LTD ELLIOT HOLDINGS PTY LTD J P MORGAN NOMINEES AUSTRALIA PTY LIMITED ARMOURED FOX CAPITAL PROPRIETARY LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED MR HUGH WARNER & MS DIANNE WARNER MR RUSSELL PHILLIP QUINN CONTINENTAL MINERALS LIMITED MR JIUMIN YAN MR ZIVANAYI RUSIKE SOIRHU PTY LTD WILLEC HOLDINGS PTY LTD WINGFIELD INVESTMENTS LIMITED MRS BIN ZHOU MYLES DEVELOPMENT PTY LTD 20 MR ZIZHAO SHANG TOTAL Unquoted equity securities Options – exercisable at 60 cents before 12 May 2022 Number Held Percentage of Issued Shares 32,375,000 30,551,438 20,833,334 14,125,000 10,372,652 9,895,834 9,396,700 9,271,089 8,583,512 8,479,168 4,850,000 3,791,150 3,725,052 3,040,374 3,025,001 3,000,000 2,799,449 2,582,093 2,244,000 2,220,211 11.32% 10.68% 7.29% 4.94% 3.63% 3.46% 3.29% 3.24% 3.00% 2.97% 1.70% 1.33% 1.30% 1.06% 1.06% 1.05% 0.98% 0.90% 0.78% 0.78% 185,161,057 64.76% Number on Issue Number of Holders 4,500,000 1 66. ASX Additional Information   Exploration and mining licenses granted: Prospect Resources Limited has interests in tenements via the following companies: (1) Coldawn Investment (Private) Limited (“Coldawn”) (2) Hawkmoth Mining and Exploration (Private) Limited (“Hawkmoth”) (3) Prospect Lithium Zimbabwe (Pvt) Limited (“PLZ”) Tenement Type & Number ML 38 37680 ME284G 23189 23190 23233 32132 32133 32126 32733 23277 23278 23279 23276 23281 23474 23630 23201 23217 23468 23469 23470 23471 23472 23473 Country Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Project Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia Arcadia SG6853 Zimbabwe Mistress 37856 37857 12227 Zimbabwe Moonstone Zimbabwe Moonstone Zimbabwe Penhalonga 20560 BM Zimbabwe Penhalonga 10675 Zimbabwe Penhalonga 21795 BM Zimbabwe Penhalonga Registered Company Name % Held at 30 June 2020 PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ PLZ Coldawn Coldawn Coldawn Coldawn 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 67. OverviewReview of OperationsASX Additional InformationFinancial ReportDirectors' ReportAnnual Report 2020ASX Additional Information Tenement Type & Number Country Project Registered Company Name % Held at 30 June 2020 13166 BM Zimbabwe Penhalonga 18879 18880 18881 21748 BM 18666 BM 12212 12213 19474 BM 14135 BM 10338 G3425 18582 BM G2335 M2873 BM M2874 BM M2875 BM M2876 BM Zimbabwe Penhalonga Zimbabwe Penhalonga Zimbabwe Penhalonga Zimbabwe Penhalonga Zimbabwe Penhalonga Zimbabwe Penhalonga Zimbabwe Penhalonga Zimbabwe Penhalonga Zimbabwe Penhalonga Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Penhalonga Penhalonga Penhalonga Penhalonga Chishanya Chishanya Chishanya Chishanya Coldawn Coldawn Coldawn Coldawn Coldawn Coldawn Coldawn Coldawn Coldawn Coldawn Coldawn Coldawn Coldawn Coldawn Hawkmoth Hawkmoth Hawkmoth Hawkmoth 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 68. ASX Additional Information P R O S P E C T R E S O U R C E S L I M I T E D / A N N U A L R E P O R T 2 0 2 0 Prospect Resources +61 8 9217 3300 info@prospectresources.com.au Suite 6, 245 Churchill Avenue Subiaco WA 6008 Australia PO Box 1273 Subiaco WA 6904 Australia

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