Limited
And Controlled Entities
ABN: 49 623 130 987
ANNUAL REPORT
For the Year Ended 30 June 2019
CONTENTS
CORPORATE DIRECTORY
DIRECTORS’ REPORT
CORPORATE GOVERNANCE
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES
1
2
20
21
22
23
24
25
26
46
47
51
Rafaella Resources Limited and Controlled Entities
CORPORATE DIRECTORY
DIRECTORS
Peter Hatfull Non-Executive Chairman
Steven Turner Managing Director
Robert Wrixon Executive Director
Ashley Hood Non-Executive Director
SECRETARY
Amanda Wilton-Heald
REGISTERED AND BUSINESS OFFICE
Level 11, London House
216 St Georges Terrace
Perth WA 6000
Telephone: +61 8 9481 0389
Facsimile: +61 8 9463 6103
WEBSITE & EMAIL
www.rafaellaresources.com.au
info@rafaellaresources.com.au
SHARE REGISTRY
Automic Registry Services Pty Ltd
Level 2
267 St Georges Terrace
Perth WA 6000
Telephone: +61 8 9324 2099
AUDITORS
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade
Perth WA 6000
STOCK EXCHANGE LISTING
Australian Securities Exchange
ASX Code: RFR; RFRO
Rafaella Resources Limited and Controlled Entities
1
DIRECTORS’ REPORT
Your Directors submit the financial report of the Group for the year ended 30 June 2019.
DIRECTORS
The names of Directors who held office during or since the end of the year:
Name
Peter Hatfull
Graham Durtanovich
Steven Turner
Robert Wrixon
Ashley Hood
Title
Independent Non-Executive Chairman (changed from Independent
Non-Executive Director on 27 August 2019)
Independent Non-Executive Chairman (resigned on 27 August 2019)
Managing Director (appointed 27 August 2019)
Executive Director (appointed 27 August 2019)
Non-Executive Director (changed from Executive Technical Director
on 27 August 2019)
PRINCIPAL ACTIVITIES
The principal activity of the Group is exploration for gold, cobalt and copper.
REVIEW OF RESULTS
The loss after tax for the year ended 30 June 2019 was $1,080,737 (2018: $271,353).
The earnings of the Group for the years since incorporation are summarised below:
Revenue
EBITDA
EBIT
Loss after income tax
30 June 2019
$
57,811
(1,080,737)
(1,080,737)
(1,080,737)
30 June 2018
$
-
(271,353)
(271,353)
(271,353)
The factors that are considered to affect total shareholders return are summarised below:
Share price at financial year end
CORPORATE
30 June 2019
$
0.165
30 June 2018
$
N/A
Admission to Official List
Rafaella raised A$5m in a successful IPO and commenced trading on the ASX on 26 July 2018.
Everblu Capital was the lead manager for the raise. Prior to listing, Rafaella acquired two projects,
the McCleery Project in Yukon Territory, Canada, and the Sandstone Project in Western Australia
on the basis that they were under-explored and thus had significant development potential.
Rafaella Resources Limited and Controlled Entities
2
DIRECTORS’ REPORT continued
As at year end, Rafaella was in the midst of acquiring a third project in Spain, which was subject
to shareholder approval. Subsequent to year end, the Spanish acquisition was completed.
In August 2018, Rafaella announced an entitlement issue of one (1) option for every three (3)
shares held to eligible shareholders (‘the Offer’). The Options had an issue price of $0.01 per
option, exercisable at $0.30 expiring 31 October 2021.
The entitlement issue was non-renounceable and the Company applied for quotation of the
Options. EverBlu Capital Pty Ltd (ACN 612 793 683) (AFSL 499601) was the lead manager for the
Offer. The Offer closed on 31 October 2018, fully subscribed, with final options being issued on
16 November 2018.
To support the development of the proposed acquisition in Spain, Rafaella in May 2019
announced that it would conduct a share placement to raise $2.6m. Rafaella’s cash position as at
30 June 2019 was $3.28m.
PROJECTS
McCleery Project [Canada]
The McCleery Project is located within the Yukon Territory, Canada. The Project is approximately
170km southeast of Whitehorse, the territorial capital of the Yukon. Teslin, the nearest town,
with a population of 2,000 is approximately 40km southwest of the Project.
Rafaella undertook a number of activities in FY19 that culminated in the obtaining of final
modelling results from a Versatile Time Domain Electromagnetic (VTEM) survey of the Project.
The activities are summarised below.
In August 2018, Rafaella secured 142 new claims adjoining the McCleery Project, engaging local
geological consultants in Whitehorse to study regional historical exploration information. The
Company thought it prudent to add the neighbouring claims to cover potential mineralisation
sites and strike extensions based on promising data.
That same month, Rafaella discovered its first new copper sample at the Project. The Company
views the additional copper occurrence as adding support to the potential for a larger mineralised
system in the area of the Project. Given the nature of the mineralisation recorded, Rafaella
booked a VTEM survey to cover both the new and original areas of the Project.
The following month, Rafaella announced that the first airborne VTEM geophysics survey of the
Project had been completed. The survey was flown from the nearby town of Teslin, Yukon, and
surveyed an area consisting of 454-line kilometres. At the same time, the Company revealed that
it was in the final process of having the entire geochemistry of the Project compiled into a single
database, then mapped and modelled.
Rafaella Resources Limited and Controlled Entities
3
DIRECTORS’ REPORT continued
In November 2018, Rafaella received results from the copper sample taken from the Project and
in December 2018, the Company received the final modelling results from the VTEM survey.
Rafaella announced in February 2019 that the presence of modelled VTEM anomalies coupled
with the established copper, gold and based metal occurrences at the Project has given the
Company and its technical team significant confidence to plan programmes to test the various
targets within the Project for VMS/skarn style mineralisation.
Sandstone Project [Australia]
The Sandstone Project is located 640km north-east of Perth and 450km north-west of Kalgoorlie
and is centrally located between the towns of Sandstone to the south, Meekatharra to the
northwest and Wiluna to the northeast, along a historical gold belt.
During FY19, Rafaella advanced its geochemistry knowledge of the Project, identifying an area of
great potential for further study. A summary of activities is outlined below.
In September 2018, Rafaella commenced its first soils geochemistry programme at the Project,
which until then had undergone limited modern exploration. Given that the Project lies within
the Gum Creek greenstone belt and along strikes from known gold mines, the Company believed
a comprehensive geochemistry survey presented an interesting opportunity to discover
anomalies and build then into shallow drilling campaigns. Should those initial campaigns prove
fruitful, Rafaella will then proceed with deeper, more comprehensive drilling programmes.
In December 2018, Rafaella announced that it received final assay results from the geochemistry
programme at the Project. The Company identified four key target areas based on the results:
Bills Bore, Fairy Well, Bonza Bore, and Birrigrin Trend.
Rafaella chose to initially focus on Bonza Bore, which was historically the largest anomaly at the
Project. In April 2019, the Company announced that it commenced infill geochemistry at Bonza
Bore. On completion of the survey, samples will be submitted to ALS geochemistry for gold
analysis. The assay results are being modelled with the 2018 data, with the combined results in
order to provide the Company’s technical team with enough coverage and detail to plan an
inaugural air core drilling campaign
Santa Comba Project Acquisition [Spain]
In May 2019, Rafaella announced that it had entered an agreement to acquire the Galicia Tin and
Tungsten company (“GTT Acquisition”) which owns the mining licences comprising the Santa
Comba tin and tungsten project in northwest Spain.
Located in a historically productive tungsten and tin province and close to deep-water ports, the
Santa Comba project is permitted for both underground open pit mining, with a recent JORC
(2012) Inferred Mineral Resource in both areas. Furthermore, the recently discovered large, near-
surface resource on the property, amenable to open pit mining, remains mostly undrilled. An
offer of offtake and associated 100% project debt financing has been secured via a leading global
German-based consumer, H.C Starck Tungsten GmbH.
Rafaella Resources Limited and Controlled Entities
4
DIRECTORS’ REPORT continued
Identified by the UK, Japan, the US and Europe as a critical raw material, tungsten is a specialty
metal seeing renewed investment amongst investors. It has strategic commercial, industrial and
military applications.
In June 2019, Rafaella announced that a near-surface exploration target was defined at the Santa
Comba project. The target supports the Company’s proposed drilling programme which has the
objective of defining extensions to the already defined near-surface JORC Mineral Resource
Estimate. That same month, Transamine Trading SA, the world’s oldest independent and
privately-held commodities trading company conditionally agreed to provide both financial and
operational support to the Santa Comba project.
Climate Risk
The Company’s projects are not subject to direct physical risk arising from climate factors. The
Sandstone Project is not located adjacent to areas at risk to flooding. The project is still at an early
exploration stage and hence the risk of water shortage remains more of a possible future
operational concern. The McCleery Project is located in the north of Canada and hence is only
accessible during a limited season. Global warming may make the site more accessible over time.
The recently acquired Santa Comba Project is also not subject to any direct physical risk from
climate factors such as flooding or excessive drought.
Indirect financial risk arising from the process of adjusting to a low-carbon economy may affect
the Santa Comba Project as tungsten lighting filaments have been replaced by light emitting diode
lights and the electric vehicle trend has market experts warning of a reduced demand for some
tungsten-based tooling in the automotive industry, however demand so far has been stable in the
automotive industry and continues to rise in sectors like energy (particularly oil and gas) and
defence due to rising geopolitical tensions. Furthermore China has recently deemed tailings
facilities from scheelite tungsten mines as hazardous leading to the closure of several tungsten
mines.
The Group is subject to and is compliant with all aspects of environmental regulation of its
exploration and mining activities. The Directors are not aware of any environmental law that is
not being complied with. The Santa Comba Project currently has a compliant environmental
rehabilitation bond in place with the local authorities.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Securing new claims and mineralisation discovery at the McCleery Project
Post FY18, Rafaella announced that it had secured 142 prospective claims immediately adjoining
the McCleery Copper/Cobalt Skarn style project.
The Group engaged a local geological firm in Whitehorse to study open file material available
including all regional historical exploration information. This review identified numerous
neighbouring base metal occurrences including recordings of copper occurrences which are
described as having similar geological features to the McCleery Project.
Rafaella Resources Limited and Controlled Entities
5
DIRECTORS’ REPORT continued
The Canadian geological consulting firm also discovered copper mineralisation in a small,
previously unmapped area of talus float hosting fine grained bornite (a copper sulphide mineral)
and minor chalcopyrite with moderate to strong malachite malachite staining in calcareous
siltstone adjoining the McCleery Copper/Cobalt Skarn style project.
Rafaella views this additional copper occurrence as supportive of a larger mineralised system in
the area of the McCleery projects and further validation of the project’s potential.
Both VMS- and skarn-styles of mineralisation being considered as the mineralisation style at the
McCleery Project is yet to be established. The sample taken from the newly identified outcrop
will be assayed by ICP to determine the constituent metals and elements but a fragment will also
be taken for petrographic analysis to determine the sulphide and alteration mineralogy.
Rafaella also commenced a VTEM airborne electromagnetic survey of the project post FY18. The
survey will locate concentrations of sulphides and potentially any sources for the sulphides, and
determine their relationship to the known outcropping mineralisation.
DIRECTORS’ QUALIFICATIONS AND EXPERIENCE
The Directors’ qualifications and experience are set out below.
Current Directors
Director
Peter Hatfull
Qualifications
Position
Appointment Date
Resignation Date
Length of Service
Biography
Committee
Memberships
Details
MAICD
Independent Non-Executive Chairman (changed from Independent
Non-Executive Director on 27 August 2019)
16 May 2018
N/A
1 year, 4 months
Peter Hatfull has over 30 years’s experience in a range of senior
executive positions with Australian and international companies. He
has an extensive skill-set in the areas of business optimisation,
capital raising and group restructuring. Peter Hatfull has particular
experience in revitalising business plans, attracting investor funding,
and implementing profitable strategies. He graduated as a
Chartered Accountant in the United Kingdom, where he worked for
Coopers and Lybrand (now PriceWaterhouseCoopers), and
subsequently moved to Africa, where he spent 8 years in Malawi,
where he was CFO of the Malawi operation of international trading
group, Guthrie Limited. Peter Hatfull moved to Perth in 1988.
Member of Board in its capacity as Audit and Risk Committee
Member of Board in its capacity as Nomination Committee
Member of Board in its capacity as Remuneration Committee
Rafaella Resources Limited and Controlled Entities
6
DIRECTORS’ REPORT continued
Current ASX Listed
Directorships
Former ASX Listed
Directorships
Steven Turner
Qualifications
Position
Appointment Date
Resignation Date
Length of Service
Biography
Committee
Memberships
Current ASX Listed
Directorships
Former ASX Listed
Directorships
Robert Wrixon
Qualifications
Position
Appointment Date
Resignation Date
Length of Service
Biography
Committee
Memberships
Current ASX Listed
Directorships
N/A
Affinity Energy & Health Limited
Aus Asia Minerals Limited
BA (Hons) Banking Insurance and Finance, ACA, MAICD
Managing Director
27 August 2019
N/A
1 month
Steven Turner brings over 25 years of experience in the resource
sector, having held senior roles in both industry and investment
banking. During his career Steven has been based in London,
Aberdeen, Singapore, Brisbane and Madrid. Steven has raised
significant capital for the development of resource projects, including
equity, public bonds and project finance. Most recently Steven was
head of business development at a private mining group, having been
instrumental in the successful growth of the company from a junior
to mid-tier Australian base metal operator. Mr Turner holds
Australian, Canadian and UK citizenships and is a Fellow of The
Chartered Accountants of England and Wales and a Member of the
Australian Institute of Company Directors.
N/A
N/A
None
BEng (Chem Eng), PhD (Mats Sci & Mineral Eng), GAICD
Executive Director
27 August 2019
N/A
1 month
Robert Wrixon is the currently a Director of the mining venture capital
group Starboard Global Limited and has 20 years of experience in
corporate strategy, commodities marketing, mining M&A and mineral
exploration management. He has previously run two listed resources
companies in Australia, and prior to that spent five years in corporate
strategy for Xstrata plc based in Sydney and London.
N/A
N/A
Rafaella Resources Limited and Controlled Entities
7
DIRECTORS’ REPORT continued
Former ASX Listed
Directorships
Ashley Hood
Qualifications
Position
Appointment Date
Resignation Date
Length of Service
Biography
Committee
Memberships
Current ASX Listed
Directorships
Former ASX Listed
Directorships
Former Directors
Graham Durtanovich
Qualifications
Position
Appointment Date
Resignation Date
Length of Service
Biography
Manhattan Corporation Ltd (previously Uranio Limited)
Haranga Resources Limited
Caravel Energy Limited (previously Copper Range Limited)
Non-Executive Director (changed from Executive Technical Director
on 27 August 2019)
12 December 2017
N/A
1 year, 9 months
Ashley Hood has more than 15 years’ experience in the mining
industry working in mine and exploration operations for junior and
large mining companies based in Australia and throughout the
Pacific including New Zealand. He has broad senior management
experience having held a number of ASX appointed board positions
while working on some of Australia’s major JORC resources. Mr
Hood predominantly specialises in project/people management,
native title negotiations, logistics, project diligence/acquisitions and
has personally held and managed a number of his own exploration
projects.
Member of Board in its capacity as Audit and Risk Committee
Member of Board in its capacity as Nomination Committee
Member of Board in its capacity as Remuneration Committee
Non-Executive Director of Mount Ridley Mines Limited
N/A
BEcon, MBA, GradDip Applied Finance & Investment
Independent Non-Executive Chairman
15 March 2018
27 August 2019
1 year, 5 months
Graham Durtanovich brings extensive
financial management
experience from a large private enterprise within the construction
industry, where he previously held the role of Chief Financial Officer
and was responsible for the financial administration, strategic
planning, risk analysis and Corporate Governance of the company. In
recent times Mr Durtanovich has worked in Corporate Finance with a
small boutique company and served as the Chief Financial Officer at
WHL Energy Limited and was responsible for the financial
administration, strategic planning, risk analysis and Corporate
Governance of WHL Energy.
Rafaella Resources Limited and Controlled Entities
8
DIRECTORS’ REPORT continued
Committee
Memberships
Current ASX Listed
Directorships
Former ASX Listed
Directorships
COMPANY SECRETARY
Company Secretary
Amanda Wilton-Heald
Qualifications
Position
Appointment Date
Resignation Date
Biography
Member of Board in its capacity as Audit and Risk Committee
Member of Board in its capacity as Nomination Committee
Member of Board in its capacity as Remuneration Committee
Non-Executive Director of Bronson Group Limited
Non-Executive Director of TV2U Limited
Non-Executive Director of JV Global Limited
Details
BCom, CA
Company Secretary
3 July 2018
N/A
Amanda Wilton-Heald is a Chartered Accountant with over 20 years
of accounting, auditing (of both listed and non-listed companies) and
company secretarial experience in both Australia and the UK.
Amanda has been involved in the listing of junior explorer
companies on the ASX and has experience in corporate advisory and
company secretarial services.
MEETINGS OF DIRECTORS
The number of meetings held during the year and the number of meetings attended by each
Director was as follows:
Number of Meetings Held
Number of Meetings Attended:
Graham Durtanovich1
Ashley Hood
Peter Hatfull
Board Audit & Risk
Committee
2
10
Nomination
Committee
1
Remuneration
Committee
1
10
10
10
1
1
2
1
1
1
1
1
1
The Group does not have an Audit, Remuneration or Nomination Committee with the full Board
carrying out the functions that would otherwise be dealt with by such Committees. All Directors
were eligible to attend all Board Meetings held when they were in office.
1 Resigned 27 August 2019.
Rafaella Resources Limited and Controlled Entities
9
DIRECTORS’ REPORT continued
SHARE OPTIONS
As at the date of this report:
No. Options
27,098,036
2,325,000
2,500,000
2,925,000
Exercise Price
$0.30
$0.30
$0.20
$0.20
Expiry Date
31-Oct-21
06-Feb-20
19-Jul-22
27-Aug-22
Listed / Unlisted
Listed
Unlisted
Unlisted
Unlisted
SHARES ISSUED AS A RESULT OF THE EXERCISE OF OPTIONS
No shares as a result of the exercise of the options were issued as at the date of this report.
DIRECTORS’ INTERESTS AND BENEFITS
The movement during the reporting period in the number of ordinary shares of the Company held
directly, indirectly or beneficially, by each Director or key management personnel, including their
personally-related entities is as follows:
Director
Peter Hatfull
Directly
Indirectly
Graham
Durtanovich2
Directly
Indirectly
Steven
Turner3
Directly
Indirectly
Robert
Wrixon4
Directly
Indirectly
Ashley Hood
Directly
Indirectly
Total
No. Shares
Held at 30
June 2018
Share
Based
Payments
Exercise
of
Options
Other
Changes
No. Shares
Held at 30
June 2019
No. Shares
Held at Date
of this Report
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
250,000
250,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
250,000
250,000
-
-
-
250,000
-
1,144,237
100,000
1,527,277
-
750,000
3,771,514
2 Resigned 27 August 2019.
3 Appointed 27 August 2019.
4 Appointed 27 August 2019.
Rafaella Resources Limited and Controlled Entities
10
DIRECTORS’ REPORT continued
The movement during the reporting period in the number of options over ordinary shares of the
Company held directly, indirectly or beneficially, by each Director or key management personnel,
including their personally-related entities is as follows:
Director
Peter Hatfull
Directly
Indirectly
Graham
Durtanovich5
Directly
Indirectly
Steven
Turner6
Directly
Indirectly
Robert
Wrixon7
Directly
Indirectly
Ashley Hood
Directly
Indirectly
Total
No.
Options
Held at 30
June 2018
On-Market
Purchases
Exercise
of
Options
Other
Changes
No.
Options
Held at 30
June 2019
No. Options
Held at Date
of this Report
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
750,000
-
-
-
750,000
Transactions with related parties
During the reporting year, there were the following related party transactions:
On 19 July 2018 2,500,000 unlisted $0.20 options expiring 19 July 2022 were granted for
nil consideration to EverBlu Capital Pty Ltd (deemed related to the Company by ASX);
On 16 November 2018 4,500,000 listed $0.30 options expiring 31 October 2021 were
granted for nil consideration toAustralian Share Nominees Pty Ltd (deemed related to the Company by ASX);
On 12 December 2018 250,000 fully paid ordinary shares were issued for nil consideration
to Ashley and Charlotte Hood (related to a Director of the
Company by virtue of being a beneficiary);
During the year a total of $13,500 was paid to Steven Turner (Director appointed
subsequent to year end) in relation to consultancy fees; and
5 Resigned 27 August 2019.
6 Appointed 27 August 2019.
7 Appointed 27 August 2019.
Rafaella Resources Limited and Controlled Entities
11
DIRECTORS’ REPORT continued
During the year a total of $470,250 plus GST was paid to EverBlu Capital Pty Ltd (deemed
related to the Company by ASX) in relation to capital raising and corporate advisory fees.
REMUNERATION REPORT
Introduction
The Directors present the Remuneration Report for the Group for the year ended 30 June 2019.
This Remuneration Report forms part of the Directors’ Report in accordance with the
requirements of the Corporations Act 2001 and its regulations. For the purposes of this report,
Key Management Personnel (“KMP”) of the Group are defined as those persons having authority
and responsibility for planning, directing and controlling the major activities of the Group, directly
or indirectly, including any Director (whether executive or otherwise) of the Group.
Remuneration Policy
The remuneration policy of the Group has been designed to align KMP objectives with
Shareholders’ interests and business objectives by providing a fixed remuneration component
and offering specific long-term incentives based on key performance areas affecting the Group’s
financial results. The Board believes that the remuneration policy is appropriate and effective in
its ability to attract and retain the best KMP to run and manage the Group, as well as create goal
congruence between Directors, Executives and Shareholders.
Executive Directors and Key Management Personnel
The Board’s policy for determining the nature and amount of remuneration for Executive
Directors and Key Management Personnel of the Group was in place for the year ended 30 June
2019. There was no performance evaluation performed during the year due to the Group’s
infancy. The Board has agreed to conduct its first performance review in the next financial year,
should the proposed GTT Acquisition be successful.
Non-Executive Directors
The Board’s policy is to remunerate Non-Executive Directors based on market practices, duties
and accountability. Independent external advice is sought when required. The fees paid to Non-
Executive Directors will be reviewed annually. The maximum aggregate amount of fees that can
be paid to Non-Executive Directors is subject to approval by Shareholders at the Annual General
Meeting (“AGM”). The maximum aggregate amount of fees payable has been set at $250,000pa.
Use of Remuneration Consultants
To ensure the Remuneration Committee (of which the function is performed by the Board as a
whole at this stage) is fully informed when making remuneration decisions, it may seek external
remuneration advice. The Board did not engage external remuneration advice in 2019.
Remuneration Report Approval at FY2019 AGM
The remuneration report for the year ended 30 June 2019 will be put to shareholders for approval
at the Group’s AGM which will be held during November 2019.
Rafaella Resources Limited and Controlled Entities
12
DIRECTORS’ REPORT continued
Details of Remuneration
Details of remuneration of the Directors and KMP of the Group (as defined by AASB 124 Related
Party Disclosures) and specified executives are set out below:
Salary
fees
and
leave
$
39,177
-
24,000
39,177
-
22,500
-
78,354
46,500
99,723
-
99,723
Year
2019
2018
Non-
Executive
Directors
Graham
Durtanovich8
James
Ellingford10
2019
2019
Peter Hatfull
2018
Terence Clee11 2019
Elizabeth
Hunt12
Total Non-
Executive
Directors
Executive
Directors
2018
2019
2018
Ashley Hood
Total
Executive
Directors
2019
2018
2019
2018
Fixed
STI
LTI
Total
Proportion of
Remuneration
Other
Fees
$
Super-
annuation
$
Share
Based
Payments
$
Incentive
Payments
$
Fair value
of Share
Options
(equity
settled)
$
Fixed
%
STI
%
$
LTI
%
-
-
-
-
-
-
-
-
-
3,722
-
-
3,722
-
-
-
7,444
18,7509
-
-
-
-
-
-
18,750
-
-
7,803
-
7,803
7,022
-
7,022
35,00013
-
35,00014
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
61,649
-
100%
-
24,000
42,899
-
22,500
100%
100%
-
100%
-
104,548
-
100%
46,500
-
149,548
-
149,548
100%
-
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8 Resigned 27 August 2019.
9 Accrual of 250,000 anniversary shares at $0.075 each, for approval by shareholders at 9 August 2019 General Meeting.
10 Resigned 16 May 2018. Director’s salaries pertains to services rendered for the financial year ended 30 June 2018,
but was recognised during the financial year ended 30 June 2019.
11 Resigned 15 March 2018. Director’s salaries pertains to services rendered for the financial year ended 30 June 2018,
but was recognised during the financial year ended 30 June 2019.
12 Resigned 12 December 2017
13 Issue of 250,000 anniversary share.s at $0.14 each, as approved by shareholders at the 15 November 2018 Annual
General Meeting.
14 Issue of 250,000 anniversary shares at $0.14 each, as approved by shareholders at the 15 November 2018 Annual
General Meeting.
Rafaella Resources Limited and Controlled Entities
13
DIRECTORS’ REPORT continued
Service Agreements
The Group has entered into an executive services agreement with Ashley Hood on the following
material terms:
Position: Executive Technical Director.
Commencement Date: 12 December 2017.
Term: Until agreement is validly terminated.
Notice period: The Group must give 24 months’ notice to terminate the agreement other
than for cause. The executive must give 6 months’ notice to terminate the agreement.
Salary: $75,000 per annum (plus superannuation), base salary. Effective 21 May 2019,
the base salary was increased to $110,000 per annum (plus superannuation)
Consulting Fees: Ashley Hood is entitled to receive consulting fees of $650 (ex GST) per
day for technical services provided to the Group and for which an invoice has been given
to the Group for work performed.
Share Issue: Subject to compliance with the ASX Listing Rules and the Corporations Act,
the Group will issue 250,000 fully paid ordinary shares in the Group to Ashley Hood (or
his nominee) on each anniversary of the Commencement Date during which Ashley Hood
remains employed under the Executive Services Agreement. Subject to compliance with
the ASX Listing Rules and the Corporations Act, the Group will also issue a performance
based bonus payment of 500,000 fully paid ordinary shares in the Group to Ashley Hood
(or his nominee) in the event that the Company completes the GTT Acquisition.
Expenses: The Group will reimburse Ashley Hood for all reasonable expenses incurred by
him in the performance of his duties in connection with the Group.
Leave: The agreement otherwise contains
leave entitlements, termination and
confidentiality provisions and general provisions considered standard for an agreement
of this nature.
The Group has entered into an executive employment contract with Steven Turner, upon his
appointment on 27 August 2019 on the following material terms:
Commencement Date: 27 August 2019
Role: Managing Director and Executive Director
Term: Until terminated in accordance with the terms of the employment agreements
Base salary: fixed annual salary of €162,000pa (approximately AUD$265,000) increasing
to €200,000pa (approximately AUD$327,000pa) upon execution of the development
financing
Performance incentives: a total of 4,800,000 Performance Rights, comprising 2,400,000
Milestone 1 Performance Rights and 2,400,000 Milestone 2 Performance Rights, vesting
upon the satisfaction of certain key performance criteria, as detailed in the notice of
general meeting dated 9 July 2019 (issued 27 August 2019)
Bonus: subject to the Board’s discretion, the Executive may be paid a bonus up to 50% of
the base salary
Rafaella Resources Limited and Controlled Entities
14
DIRECTORS’ REPORT continued
Other benefits: the costs of the Executive’s relocation to Spain, in connection with his role
as Managing Director and Executive Director, shall be met by the Company for the
duration of the Term
Termination:
o by the Company: three months’ notice (or payment in lieu) plus three months’ salary
and any relocation costs of the Executive; and
o by the Executive: three months’ notice, which the Company may elect to pay out by
paying the Executive three months’ salary and any relocation costs of the Executive.
The Group has entered into agreements with its Non-Executive Directors.
The Group has entered into an executive director agreement and a consulting contract with
Robert Wrixon, upon his appointment on 27 August 2019 on the following material terms:
Commencement Date: 27 August 2019
Role: Executive Director and Consultant
Term: Until terminated in accordance with the terms of the employment agreements
Base salary: $24,000pa for directorship role and $48,000pa for consulting services
Options: 750,000 unlisted $0.20 options expiring 3 years from date of grant, as detailed
in the notice of general meeting dated 9 July 2019 (granted 27 August 2019)
Performance incentives: a total of 500,000 Performance Rights, comprising 250,000
Milestone 1 Performance Rights and 250,000 Milestone 2 Performance Rights, vesting
upon the satisfaction of certain key performance criteria, as detailed in the notice of
general meeting dated 9 July 2019 (issued 27 August 2019)
Termination:
o by the Company: three months’ notice (or payment in lieu) plus three months’ salary
and any relocation costs of the Executive; and
o by the Executive: three months’ notice, which the Company may elect to pay out by
paying the Executive three months’ salary and any relocation costs of the Executive.
Share Based Payments
There was no performance based compensation during the year ended 30 June 2019. However,
there were anniversary shares issued to Ashley Hood and accrued for issue to Graham
Durtanovich, subject to shareholder approval, duing the year ended 30 June 2019. Refer to the
Details of Remuneration above. The following table sets out the details of unlisted share option
movements during the year ended 30 June 2019.
Rafaella Resources Limited and Controlled Entities
15
DIRECTORS’ REPORT continued
Exercise
Price
Expiry
Date
Balance at
30 June
2018
Grant
Date
Granted as
Remuneration
Exercised
Expired Balance at
30 June
2019
Fair
Value
per
Option
at Grant
Date
Non-
Executive
Directors
Graham
Durtanovich
15
Peter Hatfull
Total Non-
Executive
Directors
Executive
Directors
Ashley Hood
Total
Executive
Directors
Total
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
-
-
-
-
-
-
N/A
N/A
N/A
N/A
N/A
N/A
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
There were no other Director and KMP transactions.
End of Audited Remuneration Report.
DIVIDENDS
No dividends were paid during the year and no recommendation is made as to payment of
dividends.
EVENTS SUBSEQUENT TO REPORTING DATE
There are no matters or circumstances have arisen since the end of the year which will
significantly affect, or may significantly affect, the state of affairs or operations of the reporting
entity in future financial years other than the following:
A notice of a meeting was issued to shareholders on 10 July 2019 to approve the
acquisition of Galicia Tin and Tungsten, S.L., the 100% owner of the Santa Comba tungsten
and tin mine located in Galicia, northwest Spain as well as the proposed capital raise and
Board changes. On 18 July 2019, Rafaella announced that it had successfully completed
due diligence on the proposed acquisition. The shareholder meeting occurred on 9
August 2019, with all resolutions being passed.
15 Resigned 27 August 2019.
Rafaella Resources Limited and Controlled Entities
16
DIRECTORS’ REPORT continued
Rafaella subsequently raised $2.8m via a placement to sophisticated and strategic
investors to support the acquisition and development plan.
Rafaella announced that it had completed the acquisition on 27 August 2019. The
acquisition is transformational for Rafaella, moving the Company from an explorer of gold
and copper to a developer of the fully permitted brownfield tungsten and tin Santa
Comba mine. With the completion of the acquisition the Rafaella Board changed. Steven
Turner and Robert Wrixon joined the Board and Graham Durtanovich resigned as a
Director. Existing Non-Executive Director Peter Hatfull took the role of Non-Executive
Chairman.
In late August 2019, Rafaella appointed a highly experienced consultant mining engineer
as Feasibility Study Manager and engaged ore sorting company Tomra Sorting GmbH and
engineering consultancy Grinding Solutions Ltd.
At the beginning of September, Rafaella entered into a drilling contract with Geonor
Sondeos y Peforaciones S.L to commence a drilling campaign at the site. Geonor brings
considerable drilling experience having worked with a number of international mining
companies, whilst having the additional benefit of being located only 60km from the mine
site. Geonor’s proximity to the site is allowing Rafaella to keep mobilisation costs to a
minimum and ensure that Geonor can respond quickly to operational matters.
On 27 August 2019 the Company announced the following:
o The issue of 250,000 fully paid ordinary shares to Graham Durtanovich for his
anniversary shares;
o The issue of 500,000 fully paid ordinary shares to Ashley Hood for his anniversary
shares;
o The issue of 10,950,000 fully paid ordinary shares as part of a placement;
o The issue of 13,125,000 fully paid ordinary shares as part consideration shares for
the acquisition of Galicia Tin & Tungsten SL;
o The issue of 2,850,000 fully paid ordinary shares as a success fee;
o The grant of 2,925,000 unlisted $0.20 options expiring 27 August 2022 as a
success fee and in connection with the remuneration of Robert Wrixon and a
contractor;
o The grant of 10,000,000 listed $0.30 options expiring 31 October 2021 as advisory
options;
o The issue of 2,900,000 milestone 1 performance rights to Steven Turner, Robert
Wrixon and a contractor; and
o The issue of 2,900,000 milestone 2 performance rights to Steven Turner, Robert
Wrixon and a contractor.
INDEMNITY AND INSURANCE OF OFFICERS
The Company has indemnified the Directors and officers of the Company for costs incurred, in
their capacity as a Director or officer, for which they may be held personally liabie, except where
there is a lack of good faith.
Rafaella Resources Limited and Controlled Entities
17
DIRECTORS’ REPORT continued
During the financial year, the Company paid a premium in respect of a contract to insure the
Directors and officers of the Company against a liability 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.
INDEMNITY AND INSURANCE OF AUDITOR
The Group has not, during or since the end of the financial year, indemnified or agreed to
indemnify the auditor of the Group or any related entity against a liability incurred by the auditor.
During the financial year, the Group has not paid a premium in respect of a contract to insure the
auditor of the Group or any related entity.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to
bring proceedings on behalf of the Company, or to intervene in any proceedings to which the
Group is a party for the purpose of taking responsibility on behalf of the Company for all or part
of those proceedings.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the
financial year by the auditor are outlined in Note 4 to the financial statements.
The Directors are satisfied that the provision of non-audit services during the financial year, by
the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in Note 4 to the financial statements
do not compromise the external auditor’s independence requirements of the Corporations Act
2001 for the following reasons:
All non-audit services have been reviewed and approved to ensure that they do not
impact the integrity and objectivity of the auditor; and
None of the services undermine the general principles relating to auditor independence
as set out in APES 110 Code of Ethics for Professional Accountants issued by the
Accounting Professional and Ethical Standards Board, including reviewing or auditing the
auditor’s own work, acting in a management or decision-making capacity for the Group,
acting as advocates for the Group or jointly sharing economic risks and rewards.
OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF RSM AUSTRALIA PARTNERS
There are no officers of the company who are former partners of RSM Australia Partners.
Rafaella Resources Limited and Controlled Entities
18
DIRECTORS’ REPORT continued
AUDITOR’S DECLARATION OF INDEPENDENCE
The auditor’s independence declaration for the year ended 30 June 2019 has been received and
is included within the financial statements.
AUDITOR
RSM continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of
the Corporation Act 2001. Signed in accordance on behalf of the Directors.
____________________
Peter Hatfull
Non-Executive Chairman
13 September 2019
Rafaella Resources Limited and Controlled Entities
19
CORPORATE GOVERNANCE
The Board of Directors is responsible for the corporate governance of Rafaella Resources Limited
(the Group). The Board of Directors have established a corporate governance framework which
follows the recommendations as set out in the ASX Corporate Governance Council’s Principles and
Recommendations 3rd edition (“Principles and Recommendations”). The Group has followed each
recommendation where the Board has considered the recommendation to be appropriate
benchmark for the Group's corporate governance practices. Where the Group's corporate
governance practices follow a recommendation, the Board has made appropriate statements
reporting on the adoption of the recommendation. In compliance with the "if not, why not"
reporting regime, where the Group's corporate governance practices do not follow a
recommendation, the Board explained its reasons for not following the recommendation and
disclosed what, if any, alternative practices the Group has adopted instead of those in the
recommendation. The Group’s corporate governance framework can be viewed on the Group’s
website: www.rafaellaresources.com.au
Recommendation 1.5
The respective proportions of men and women on the Board, in senior executive positions
(including key management personnel) and across the whole organisation:
Details: 2019
Board
Men
Women
Senior Executive Positions
Men
Women
Entire Organisation
Men
Women
Percentage
Number
100%
-%
67%
33%
67%
33%
4
-
2
1
4
2
The Group recognises and respects the value of diversity at all levels of the organisation. The
Group recognises that the mining and exploration industry is intrinsically male dominated in many
of the operational sectors and the pool of women with appropriate skills will be limited in some
instances. The Group recognises that diversity extends to matters of age, disability, ethnicity,
marital/family status, religious/cultural background and sexual orientation. Where possible, the
Group will seek to identify suitable candidates for positions from a diverse pool.
Recommendation 2.2
The Group has reviewed the skill set of its Board to determine where the skills lie and any relevant
gaps in skills shortages. The Group is working towards filling these gaps through engagement of
professional advisors where it is deemed necessary.
Recommendation 7.4
The Group has assessed its exposure to economic, environmental and social sustainability risks
and has addressed them in the second replacement prospectus dated 1 June 2018 and these
remain the same for the current financial year.
Rafaella Resources Limited and Controlled Entities
20
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Rafaella Resources Limited for the year ended 30 June 2019,
I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 13 September 2019
TUTU PHONG
Partner
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Note
Group
30 June 2019
$
Company
30 June 2018
$
Revenue
57,811
-
Accounting fees
Compliance fees
Consultancy fees
Directors remuneration
Foreign exchange gain/(loss)
Insurance expense
IT expenses
Legal fees
Marketing
Other expenses
Share based payments expense
Travel expenses
Loss before tax
Income tax benefit/(expense)
(72,448)
(97,221)
(215,000)
(239,043)
(2,465)
(34,940)
(90)
(70,439)
(268,636)
(25,682)
(63,750)
(48,834)
(1,080,737)
-
(19,094)
(117,209)
(36,817)
-
(735)
(10,019)
(455)
(39,457)
(569)
(4,713)
-
(42,285)
(271,353)
-
3
Net loss for the year from operations
(1,080,737)
(271,353)
Other comprehensive income
-
-
Total comprehensive loss for the year
(1,080,737)
(271,353)
Basic and diluted loss per share (cents)
5
(3.06)c
(3.66)c
The accompanying notes form part of these financial statements.
Rafaella Resources Limited and Controlled Entities
22
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total Current Assets
Non-Current Assets
Exploration and evaluation assets
Total Non-Current Assets
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Liability for application money
Provisions
Total Current Liabilities
Total Liabilities
Net Assets
EQUITY
Contributed equity
Reserves
Accumulated losses
Total Equity
Note
Group
30 June 2019
$
Company
30 June 2018
$
6
7
8
9
3,279,816
43,494
42,449
5,135,839
5,138
17,781
3,365,759
5,158,758
915,030
77,005
915,030
77,005
4,280,789
5,235,763
10
11
230,220
-
5,811
46,861
4,925,987
-
236,031
4,972,848
236,031
4,972,848
4,044,758
262,915
12
13
14
4,617,297
779,551
(1,352,090)
534,268
-
(271,353)
4,044,758
262,915
The accompanying notes form part of these financial statements.
Rafaella Resources Limited and Controlled Entities
23
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
Group
Balance at 1 July 2018
Equity issues
Equity issue expenses
Foreign exchange on
translation of operations
Share based payments
Loss for the year
Other comprehensive
income
Total comprehensive
loss for the year
Foreign
Currency
Translation
Reserve
$
Contributed
Equity
$
534,268
5,195,000
(1,111,971)
$
-
-
-
-
125,980
-
Options
Reserve
Share Based
Payments
Reserve
Accumulated
Losses
Total
$
-
-
-
$
$
(271,353)
-
-
262,915
5,320,980
(1,111,971)
-
-
-
-
9,875
-
-
-
-
-
-
-
-
-
-
643,696
-
-
-
(1,080,737)
9,875
643,696
(1,080,737)
-
-
-
-
(1,080,737)
(1,080,737)
Balance at 30 June 2019
4,617,297
9,875
125,980
643,696
(1,352,090)
4,044,758
Company
Contributed
Equity
Balance at 29 November
2017
Equity issues
Equity issue expenses
Loss for the period
Other comprehensive
income
Total comprehensive
loss for the period
$
-
634,001
(99,733)
-
-
-
Balance at 30 June 2018
534,268
Foreign
Currency
Translation
Reserve
$
-
-
-
-
-
-
-
Options
Reserve
Share Based
Payments
Reserve
Accumulated
Losses
Total
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
$
-
-
-
(271,353)
-
634,001
(99,733)
(271,353)
-
-
(271,353)
(271,353)
(271,353)
262,915
The accompanying notes form part of these financial statements.
Rafaella Resources Limited and Controlled Entities
24
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
Cash flows from operating activities
Payments to suppliers and employees
Interst received
Payment for exploration and evaluation assets
Note
Group
30 June 2019
$
Company
30 June 2018
$
(975,724)
55,632
(652,101)
(263,414)
-
(77,005)
Net cash used in operating activities
16
(1,572,193)
(340,419)
Cash flows from investing activities
Net cash from/(used in) investing activities
Cash flows from financing activities
Proceeds from shares pending allotment
Proceeds from equity issues
Payment for costs of equity issues
Net cash (used in)/provided from financing
activities
-
-
-
-
74,013
125,980
(484,279)
4,925,987
634,000
(83,729)
(284,286)
5,476,258
Net increase/(decrease) in cash held
(1,856,479)
5,135,839
Cash and cash equivalents at beginning of the year
5,135,839
Foreign exchange effect on cash and cash
equivalents
456
-
-
Cash and cash equivalents at year end
6
3,279,816
5,135,839
The accompanying notes form part of these financial statements.
Rafaella Resources Limited and Controlled Entities
25
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1.
Corporate information
This annual report covers Rafaella Resources Limited (the “Group”), a company incorporated in
Australia for the year ended 30 June 2019. The presentation currency of the Group is Australian
Dollars (“$”). A description of the Group’s operations is included in the review and results of
operations in the Directors’ Report. The Directors’ Report is not part of the financial statements.
The Group is a for-profit entity and limited by shares incorporated in Australia whose shares are
traded under the ASX code “RFR”. The financial statements were authorised for issue on 13
September 2019 by the Directors. The Directors have the power to amend and reissue the
financial statements. The principal accounting policies adopted in the preparation of the financial
statements are set out below.
2.
Accounting policies
a. Basis of preparation
The general purpose financial statements of the Group have been prepared in accordance with
the requirements of the Corporations Act 2001, Australian Accounting Standards and other
authoritative pronouncements of the Australian Accounting Standards Board. Compliance with
Australian Accounting Standards results in full compliance with the International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The
financial report has also been prepared on a historical cost base. It is recommended that the
annual financial report be considered together with any public announcements made by the
Group up to the issue date of this report, which the Group has made in accordance with its
continuous disclosure obligations arising under the Corporations Act 2001. The financial
statements have been prepared on an accruals basis and is based on historical costs, modified
where applicable, by the measurement at fair value of financial assets and financial liabilities.
b. Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and
non-current classification. An asset is classified as current when: it is either expected to be
realised or intended to be sold or consumed in normal operating cycle; it is held primarily for the
purpose of trading; it is expected to be realised within 12 months after the reporting period; or
the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting period. All other assets are classified as non-
current. A liability is classified as current when: it is either expected to be settled in normal
operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12
months after the reporting period; or there is no unconditional right to defer the settlement of
the liability for at least 12 months after the reporting period. All other liabilities are classified as
non-current. Deferred tax assets and liabilities are always classified as non-current.
c. Comparatives
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
Rafaella Resources Limited and Controlled Entities
26
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
2.
Accounting policies (continued)
d. Interest income
Interest revenue is recognised as interest accrues using the effective interest method. This is a
method of calculating the amortised cost of a financial asset and allocating the interest income
over the relevant period using the effective interest rate, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial asset to the net carrying
amount of the financial asset.
e. Provisions
Provision is made for the Group's liability for employee benefits arising from services rendered by
employees to the end of the reporting period. Employee benefits that are expected to be wholly
settled within one year have been measured at the amounts expected to be paid when the
liability is settled. Employee benefits expected to be settled more than one year after the end of
the reporting period have been measured at the present value of the estimated future cash
outflows to be made for those benefits.
f. Significant management judgement in applying accounting policies and estimate uncertainty
When preparing the financial statements, management undertakes a number of judgements,
estimates and assumptions about recognition and measurement of assets, liabilities, income and
expenses. The actual results may differ from the judgements, estimates and assumptions made
by management, and will seldom equal the estimated results. Information about significant
judgements, estimates and assumptions that have the most significant effect on recognition and
measurement of assets, liabilities, income and expense is provided below.
Exploration and evaluation expenditure
i.
Exploration and evaluation costs have been capitalised and are only carried forward 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. Key judgements are applied in considering the
costs to be capitalised which includes determining expenditures directly related to these activities
and allocating overheads between those that are expensed and capitalised.
Share based payment transactions
ii.
The Company measures the cost of equity-settled transactions with employees by reference to
the fair value of the equity instruments at the date at which they are granted. The fair value of
the options issued are determined by using the Black-Scholes model taking into account the terms
and conditions upon which the instruments were granted. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the
carrying amounts of assets and liabilities within the next annual reporting period but may impact
profit or loss and equity.
Rafaella Resources Limited and Controlled Entities
27
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
2.
Accounting policies (continued)
g. New or amended Accounting Standards and Interpretations adopted
In the year ended 30 June 2019, the Group has reviewed all of the new and revised Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board that are
relevant to its operations and effective for the current annual reporting year. It has been
determined by the Group that there is no impact, material or otherwise, of the new and revised
Standards and Interpretations on its business and, therefore, no change is necessary to the Group
accounting policies as this is the Group’s first financial report since incorporation.
Application
date of
standard
1 January
2019
h. New accounting standards and interpretations
Reference Title
AASB 16
Leases
This standard is applicable to annual reporting periods beginning on or after 1 January 2019.
The standard replaces AASB 117 ‘Leases’ and for lessees will eliminate the classifications of
operating leases and finance leases. Subject to exceptions, a ‘right-of-use’ asset will be
capitalised in the statement of financial position, measured as the present value of the
unavoidable future lease payments to be made over the lease term. The exceptions relate to
short-term leases of 12 months or less and leases of low-value assets (such as personal
computers and small office furniture) where an accounting policy choice exists whereby
either a ‘right-of-use’ asset is recognised or lease payments are expensed to profit or loss as
incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted
for lease prepayments, lease incentives received, initial direct costs incurred and an estimate
of any future restoration, removal or dismantling costs. Straight-line operating lease expense
recognition will be replaced with a depreciation charge for the leased asset (included in
operating costs) and an interest expense on the recognised lease liability (included in finance
costs). In the earlier periods of the lease, the expenses associated with the lease under AASB
16 will be higher when compared to lease expenses under AASB 117. However EBITDA
(Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the
operating expense is replaced by interest expense and depreciation in profit or loss under
AASB 16. For classification within the statement of cash flows, the lease payments will be
separated into both a principal (financing activities) and interest (either operating or
financing activities) component. For lessor accounting, the standard does not substantially
change how a lessor accounts for leases. The Group will adopt this standard from 1 July 2019.
The impact of its adoption is not expected to be significant.
Rafaella Resources Limited and Controlled Entities
28
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
Group
30 June 2019
$
Company
30 June 2018
$
3.
Income tax benefit/(expense)
A reconciliation between the income tax expense and the product of accounting profit before
income tax multiplied by the Group’s applicable income tax rate is as follows:
Loss before tax
Statutory income tax rate for the Group at 30.0% (2018:
27.5%)
(1,080,737)
(271,353)
(324,221)
(74,622)
Tax effect of amounts which are not deductible /(taxable)
in calculating taxable income:
Accrued expenses
Other deductible expenses
Other non-deductible expenses
Other non-assessable amounts
Share issue costs
Capital acquisition costs
Immediate deduction for exploration costs
Unrecognised tax losses
Income tax expense reported in the statement of
comprehensive income
Unrecognised deferred tax assets and liabilities
Deductible temporary differences
Tax loses
Exploration and evaluation expenditure
5,043
(5,852)
30,817
(653)
(8,895)
1,631
(69,174)
371,304
2,612
(4,890)
2,605
-
28,019
-
(295)
46,571
-
-
131,602
422,108
(69,496)
22,578
46,571
(295)
484,214
68,854
Accounting policy
Income tax
Current income tax assets and liabilities for the current and prior years are measured at the
amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or substantively enacted by the
reporting date. Deferred income tax is provided on all temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes. Deferred income tax assets and liabilities are recognised for all taxable
temporary differences:
Except for the deferred income tax liability arises from the initial recognition of an asset
or liability in a transaction that is not a business combination and at the time of the
transaction affects neither the accounting profit nor taxable profit or loss; and
Rafaella Resources Limited and Controlled Entities
29
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
3.
Income tax benefit/(expense) (continued)
In respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures except where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences
will not reverse in the foreseeable future.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at each reporting date and are recognised to the extent that it has become
probable that future taxable profit will allow the deferred income tax to be recovered. Deferred
income tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted at the reporting date. Income taxes relating to items
recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets
and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred tax assets and liabilities relate to the same
taxable entity and the same taxation authority.
Goods and services and sales tax
Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST)
except:
Where the amount of GST incurred is not recoverable from the taxation authority, it is
recognised as part of the cost of the asset or as part of an item of expense; or
For receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part
of receivables or payables.
4.
Auditor’s remuneration
Audit of the financial statements: RSM Australia Partners
Income tax note and return preparation: RSM Australia
Partners
Investigating accountant’s report for prospectus: RSM
Corporate Australia Pty Ltd
Group
30 June 2019
$
Company
30 June 2018
$
19,500
14,000
5,500
-
-
13,000
25,000
27,000
Rafaella Resources Limited and Controlled Entities
30
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
5.
Loss per share
Group
30 June 2019
Company
30 June 2018
The following reflects the loss and number of shares used in the calculation of the basic and
diluted loss per share.
Basic and diluted loss per share (cents per share)
Net loss attributable to ordinary shareholders ($)
(3.06)c
$(1,080,737)
(3.66)c
$(271,353)
Weighted average number of ordinary shares used in the
calculation of basic loss per share
Weighted average number of ordinary shares used in the
calculation of diluted loss per share
Shares
Shares
35,297,012
7,405,959
44,709,829
7,405,959
Accounting policy
Basic earnings per share is calculated as net profit attributable to members of the parent,
adjusted to exclude any costs of servicing equity (other than dividends), dividend by the
weighted average number of ordinary shares, adjusted for any bonus element. The diluted
earnings per share is calculated as net profit or loss attributable to members of the parent
dividend by the weighted average number of ordinary shares and dilutive potential ordinary
shares, adjusted for any bonus element. The weighted average number of shares was based on
the consolidated weighted average number of shares in the reporting year. The net profit or
loss attributable to members of the parent is adjusted for:
Costs of servicing equity (other than dividends) and preference share dividends;
The after-tax effect if dividends and interest associated with dilutive potential ordinary
shares that have been recognised as expenses; and
Other non-discretionary changes in revenue or expenses during the year that would
result from the dilution of potential ordinary shares.
6.
Cash and cash equivalents
Cash at bank
Restricted cash16
Group
30 June 2019
$
Company
30 June 2018
$
3,279,816
-
209,852
4,925,987
3,279,816
5,135,839
Rafaella Resources Limited and Controlled Entities
31
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
6.
Cash and cash equivalents (continued)
16 Restricted cash balance represented money received in advance on application for shares which
is classified as a restricted cash until such time when the shares are allotted. This was disclosed
as liability for application money in Note 11.
Accounting policy
Cash and cash equivalents include cash on hand and in the bank, and other short-term deposits.
Bank overdrafts are shown separately in current liabilities on the Statement of Financial Position.
For the purposes of the Statement of Cash Flows, cash and cash equivalents as defined above, net
of outstanding bank overdrafts.
7.
Trade and other receivables
Accrued interest revenue
Tax refunds
Group
30 June 2019
$
Company
30 June 2018
$
2,178
41,316
43,494
-
5,138
5,138
Accounting policy
Receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. After initial measurement, such financial assets are subsequently
measured at amortised cost using the effective interest rate method, less any impairment losses.
This category generally applies to trade and other receivables. Trade and other receivables are
generally due for settlement within no more than 30 days from the date of recognition. Due to
their current nature, the carrying amount of trade and other receivables approximates fair value.
The carrying amount of trade and other receivables is reduced through the use of an allowance
account and the loss is recognised in the profit or loss.
8.
Other assets
Prepaid expenses
42,449
42,449
17,781
17,781
Rafaella Resources Limited and Controlled Entities
32
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
9.
Exploration and evaluation assets
Balance at beginning of year
Exploration expenditure acquired – fair value of
exploration expenditure acquired from the acquisition of
Overland Resources (BC) Ltd
Exploration expenditure acquired – fair value of
exploration expenditure acquired from the acquisition of
the Sandstone project from Topdrill Pty Ltd
Exploration and evaluation expenditure incurred during
the year
Balance at end of year
Group
30 June 2019
$
Company
30 June 2018
$
77,005
108,294
60,000
669,731
915,030
-
-
-
77,005
77,005
Accounting policy
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable
area of interest. These costs are only carried forward 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. Directly attributed exploration and evaluation costs are capitalised to
exploration and evaluation assets. A regular review for impairment is undertaken of each area of
interest to determine the appropriateness of continuing to carry forward costs in relation to that
area of interest.
10.
Trade and other payables
Accrued expenses
Director payables
Trade creditors
63,654
4,559
162,007
14,615
-
32,246
230,220
46,861
Accounting policy
Trade and other payables amounts represent liabilities for goods and services provided to the
entity prior to the end of the year and which are unpaid. The amounts are unsecured and are
usually paid within 30 days of invoice.
Rafaella Resources Limited and Controlled Entities
33
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
11.
Liability for application money
Shares pending allotment17
Group
30 June 2019
$
Company
30 June 2018
$
-
-
4,925,987
4,925,987
17Liability for application money balance represented money received in advance on application
for shares which was classified as a current liability until such time when the shares were allotted.
This was disclosed as restricted cash in Note 6.
12.
Contributed equity
Balance at beginning of year
Share issue: 6 February 2018
Share issue: 27 February 2018
Share issue: 19 July 2018
Share issue: 19 July 2018
Share issue: 19 July 2018
Share issue: 12 December 2018
Share issue costs
Group
30 June 2019
No.
$
Company
30 June 2018
No.
$
11,993,751
-
-
500,000
300,000
25,000,000
250,000
-
534,268
-
-
100,000
60,000
5,000,000
35,000
(1,111,971)
1
4,650,000
7,343,750
-
-
-
-
-
1
46,500
587,500
-
-
-
-
(99,733)
Balance at end of year
38,043,751
4,617,297
11,993,751
534,268
Ordinary shares
Ordinary shares have no par value and have the right to receive dividends as declared and, in the
event of the winding up of the Group, to participate in proceeds from the sale of all surplus assets
in proportion to the number of and amounts paid up on the shares held. Ordinary shares entitle
their holder to one vote, either in person or by proxy, at a meeting of the Group. Share capital
represents the nominal value of shares that have been issued. Any transaction costs associated
with the issuing of shares are deducted from share capital, net of any related income tax benefits.
Rafaella Resources Limited and Controlled Entities
34
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
12.
Contributed equity (continued)
Capital management
Management controlled the capital of the Group in order to maintain a capital structure that
ensured the lowest cost of capital available to the Group. Management’s objective is to ensure
the Group continues as a going concern as well as to maintain optimal returns to shareholders.
13.
Reserves
Foreign currency translation reserve
Balance at beginning of year
Foreign exchange on translation of operations
Balance at end of year
Options reserve
Balance at beginning of year
Options issued (entitlements)
Balance at end of year
Share based payments reserve
Balance at beginning of year
Options granted18
Balance at end of year
Group
30 June 2019
$
Company
30 June 2018
$
-
9,875
9,875
-
125,980
125,980
-
643,696
643,696
-
-
-
-
-
-
-
-
-
18Variables used to calculate the option valuations are are as follows:
Inputs
Lead Manager Options
Broker Options
Number of options
Exercise price
Expiry date
Grant date
Share price at grant date
Risk free interest rate
Volatility
Option value
4,500,000
2,500,000
$0.30
$0.20
19 July 2022
31 October 2021
19 July 2018 16 November 2018
$0.14
2.13%
100%
$0.066
$0.20
2.20%
100%
$0.139
Rafaella Resources Limited and Controlled Entities
35
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
13.
Reserves (continued)
Unlisted options
Balance at beginning of year
Options granted
Balance at end of year
Listed options
Balance at beginning of period
Options granted
Options issued (entitlements)
Balance at end of period
Group
30 June 2019
No.
Company
30 June 2018
No.
2,325,000
2,500,000
-
2,325,000
4,825,000
2,325,000
-
4,500,000
12,598,036
17,098,036
-
-
-
-
Each entity within the Group determines the appropriate functional currency as it reflects the
primary economic environment in which the relevant reporting entity operates. In translating the
financial statements of such an entity for incorporation in the combined financial statements in
the presentation currency the assets and liabilities denominated in other currencies are translated
at end of the reporting year rates of exchange and income and expense items for each statement
presenting profit or loss and other comprehensive income are translated at average rates of
exchange for the reporting year. The resulting translation adjustments (if any) are recognised in
other comprehensive income and accumulated in a separate component of equity until the
disposal of that relevant reporting entity.
14.
Accumulated losses
Balance at beginning of year
Loss after tax attributable to the equity holders of the Group
during the year
Balance at end of year
Group
30 June 2019
$
Company
30 June 2018
$
(271,353)
-
(1,080,737)
(271,353)
(1,352,090)
(271,353)
Rafaella Resources Limited and Controlled Entities
36
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
15.
Operating segments
The Group has determined operating segments based on the information provided to the Board
of Directors. The Group operates predominantly in one business segment being the exploration
for minerals in two geographic segments, being Australia and Canada.
2019
Segment revenue
Segment loss
Segment assets
Segment liabilities
2018
Segment revenue
Segment loss
Segment assets
Segment liabilities
Australian
Exploration
Canadian
Exploration
Corporate
Total
-
(2,107)
340,291
352
-
-
1,072
-
-
(14,234)
478,722
1,086
57,811
(1,064,396)
3,461,776
234,593
57,811
(1,080,737)
4,280,789
236,031
-
-
75,933
(875)
-
(271,353)
5,158,758
(4,971,973)
-
(271,353)
5,235,763
(4,972,848)
Accounting policy
Operating segments are identified based on the internal reports that are regularly reviewed by
the Board of Director’s, the Chief Operation Decision Maker, for the purpose of allocating
resources and assessing performance. The adoption of this “management approach” has resulted
in the identification of reportable segments.
16.
Reconciliation of cashflows from operating activities
Loss before tax
Exploration acquisition
Share based payments
Forex reserve
Change in trade & other receivables
Change in other assets
Change in exploration expenditure
Change in trade & other payables
Change in provisions
Group
30 June 2019
$
Company
30 June 2018
$
(1,080,737)
86,630
35,000
9,875
(38,356)
(24,668)
(738,024)
183,898
(5,811)
(271,353)
-
-
-
(5,138)
(17,781)
(77,005)
30,858
-
Net cash used in operating activities
(1,572,193)
(340,419)
Rafaella Resources Limited and Controlled Entities
37
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
17.
Events after the end of the reporting year
There are no matters or circumstances have arisen since the end of the year which will
significantly affect, or may significantly affect, the state of affairs or operations of the reporting
entity in future financial years other than the following:
A notice of a meeting was issued to shareholders on 10 July 2019 to approve the
acquisition of Galicia Tin and Tungsten, S.L., the 100% owner of the Santa Comba tungsten
and tin mine located in Galicia, northwest Spain as well as the proposed capital raise and
Board changes. On 18 July 2019, Rafaella announced that it had successfully completed
due diligence on the proposed acquisition. The shareholder meeting occurred on 9
August 2019, with all resolutions being passed.
Rafaella subsequently raised $2.8m via a placement to sophisticated and strategic
investors to support the acquisition and development plan.
Rafaella announced that it had completed the acquisition on 27 August 2019. The
acquisition is transformational for Rafaella, moving the Company from an explorer of gold
and copper to a developer of the fully permitted brownfield tungsten and tin Santa Comba
mine. With the completion of the acquisition the Rafaella Board changed. Steven Turner
and Robert Wrixon joined the Board and Graham Durtanovich resigned as a Director.
Existing Non-Executive Director Peter Hatfull took the role of Non-Executive Chairman.
In late August 2019, Rafaella appointed a highly experienced consultant mining engineer
as Feasibility Study Manager and engaged ore sorting company Tomra Sorting GmbH and
engineering consultancy Grinding Solutions Ltd.
At the beginning of September, Rafaella entered into a drilling contract with Geonor
Sondeos y Peforaciones S.L to commence a drilling campaign at the site. Geonor brings
considerable drilling experience having worked with a number of international mining
companies, whilst having the additional benefit of being located only 60km from the mine
site. Geonor’s proximity to the site is allowing Rafaella to keep mobilisation costs to a
minimum and ensure that Geonor can respond quickly to operational matters.
On 27 August 2019 the Company announced the following:
o The issue of 250,000 fully paid ordinary shares to Graham Durtanovich for his
anniversary shares;
o The issue of 500,000 fully paid ordinary shares to Ashley Hood for his anniversary
shares;
o The issue of 10,950,000 fully paid ordinary shares as part of a placement;
o The issue of 13,125,000 fully paid ordinary shares as part consideration shares for
the acquisition of Galicia Tin & Tungsten SL;
o The issue of 2,850,000 fully paid ordinary shares as a success fee;
o The grant of 2,925,000 unlisted $0.20 options expiring 27 August 2022 as a
success fee and in connection with the remuneration of Robert Wrixon and a
contractor;
o The grant of 10,000,000 listed $0.30 options expiring 31 October 2021 as advisory
options;
o The issue of 2,900,000 milestone 1 performance rights to Steven Turner, Robert
Wrixon and a contractor; and
Rafaella Resources Limited and Controlled Entities
38
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
17.
Events after the end of the reporting year (continued)
o The issue of 2,900,000 milestone 2 performance rights to Steven Turner, Robert
Wrixon and a contractor.
18.
Related party transactions
a. KMP Compensation
Short-term employee benefits
Post-employment benefits
Long-term benefits
Total
Group
30 June 2019
$
Company
30 June 2018
$
286,130
14,466
-
300,596
-
-
-
-
Detailed remuneration disclosures are provided in the remuneration report included in the
Directors’ Report.
b. Transactions with related parties
During the reporting year, there were the following related party transactions:
On 19 July 2018 2,500,000 unlisted $0.20 options expiring 19 July 2022 were granted for
nil consideration to EverBlu Capital Pty Ltd (deemed related to the Company by ASX);
On 16 November 2018 4,500,000 listed $0.30 options expiring 31 October 2021 were
granted for nil consideration toAustralian Share Nominees Pty Ltd (deemed related to the Company by ASX);
On 12 December 2018 250,000 fully paid ordinary shares were issued for nil consideration
to Ashley and Charlotte Hood (related to a Director of the
Company by virtue of being a beneficiary); and
During the year a total of $470,250 plus GST was paid to EverBlu Capital Pty Ltd (deemed
related to the Company by ASX) in relation to capital raising and corporate advisory fees.
c. Outstanding balances arising from sales/purchases of goods and services
There are no outstanding balances arising from sales/purchases of goods and services at the end
of the reporting year.
d. Loan to Directors and their related parties
No loans have been made to any Director or any of their related parties, during the reporting
year.
Rafaella Resources Limited and Controlled Entities
39
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
19.
Financial risk management
The Group’s overall financial risk management strategy is to ensure that the Group is able to fund
its business operations and expansion plans. Exposure to credit risk, liquidity risk, foreign
currency risk, interest rate risk and commodity price risk arises in the normal course of the Group’s
business. The Group’s risk management strategy is set by and performed in the close co-operation
with the Board and focuses on actively securing the Group’s short to medium-term cash flows by
regular review of its working capital and minimising the exposure to financial markets. The Group
does not actively engage in the trading of financial assets for speculative purposes nor does it
write options. The most significant financial risks to which the Group is exposed are described
below.
Financial assets and liabilities
The financial assets and liabilities as at 30 June 2019 are reflected at cost, fair valued through the
statement of comprehensive income. The Directors consider that the carrying amounts of the
financial assets and liabilities approximate their fair values.
Specific financial risk exposures and management
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity
risk and market risk, including in interest rates, foreign currency, commodity and equity prices.
a) Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents.
Exposure to credit risk relating to financial assets arises from the potential non-performance by
counterparties of contractual obligations that could lead to a financial loss to the Group. Credit
risk is managed through the maintenance of credit assessment and monitoring procedures.
b) Liquidity risk
Liquidity risk is the risk that there will be inadequate funds available to meet financial
commitments as they fall due. The Group recognises the on-going requirements to have
committed funds in place to cover both existing business cash flows and provide reasonable
headroom for capital expenditure programs.
The key funding objective is to ensure the availability of flexible and competitively priced funding
from alternative sources to meet the Group’s current and future requirements. The Group utilises
a detailed cash flow model to manage its liquidity risk. This analysis shows that available sources
of funds are expected to be sufficient over the lookout period. The Group attempts to accurately
project the sources and uses of funds which provide an effective framework for decision making
and budgeting. The table below summarises the maturity profile of the Group’s contractual cash
flow financial liabilities based on contractual undiscounted repayment obligations. Repayments,
which are subject to notice, are treated as if notice were to be given immediately.
Rafaella Resources Limited and Controlled Entities
40
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
19.
Financial risk management (continued)
c) Foreign currency risk
The following table illustrates the estimated sensitivity to a 1% increase and decrease to exchange
rate movements:
Impact on pre-tax profit/(loss)
30 June 2019
AUD to CAD rate + 1%
AUD to CAD rate – 1%
30 June 2018
AUD to CAD rate + 1%
AUD to CAD rate – 1%
$
921
(921)
-
-
d) Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rate. The Group is not exposed to interest rate
movement through borrowings as there are no borrowings. The following table sets out the
variable interest bearing and fixed interest bearing financial instruments of the Group:
30 June 2019
Financial assets
Cash and cash equivalents
Total
30 June 2018
Financial assets
Cash and cash equivalents
Total
Variable interest
$
Fixed interest
$
2,007,562
2,007,562
-
-
1,272,254
1,272,254
5,135,839
5,135,839
The following table illustrates the estimated sensitivity to a 1% increase and decrease to interest
rate movements.
Impact on pre-tax profit/(loss)
30 June 2019
Interest rates + 1%
Interest rates – 1%
30 June 2018
Interest rates + 1%
Interest rates – 1%
$
(201)
201
-
-
Rafaella Resources Limited and Controlled Entities
41
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
19.
Financial risk management (continued)
Accounting policy
Recognition and derecognition of financial instruments:
A financial asset or a financial liability is recognised in the statement of financial position when,
and only when, the entity becomes party to the contractual provisions of the instrument. All
other financial instruments (including regular-way purchases and sales of financial assets) are
recognised and derecognised, as applicable, using trade date accounting or settlement date
accounting. A financial asset is derecognised when the contractual rights to the cash flows from
the financial asset expire or it transfers the rights to receive the contractual cash flows in a
transaction in which substantially all of the risks and rewards of ownership of the financial asset
are transferred or in which the entity neither transfers nor retains substantially all of the risks and
rewards of ownership and it does not retain control of the financial asset. A financial liability is
removed from the statement of financial position when, and only when, it is extinguished, that is,
when the obligation specified in the contract is discharged or cancelled or expires. At initial
recognition the financial asset or financial liability is measured at its fair value plus or minus, in
the case of a financial asset or financial liability not at fair value through profit or loss, transaction
costs that are directly attributable to the acquisition or issue of the financial asset or financial
liability.
Classification and measurement of financial assets:
Financial asset classified as measured at amortised cost: A financial asset is measured at
amortised cost if it meets both of the following conditions and is not designated as at fair value
through profit or loss (FVTPL), that is (a) the asset is held within a business model whose objective
is to hold assets to collect contractual cash flows; and (b) 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. Typically trade and other receivables, bank and cash
balances are classified in this category. Financial asset that is a debt asset instrument classified
as measured at fair value through other comprehensive income (FVTOCI): There were no financial
assets classified in this category at reporting year end date. Financial asset that is an equity
investment classified as measured at fair value through other comprehensive income (FVTOCI):
There were no financial assets classified in this category at reporting year end date. Financial
asset classified as measured at fair value through profit or loss (FVTPL): There were no financial
assets classified in this category at reporting year end date.
Classification and measurement of financial liabilities:
Financial liabilities are classified as at fair value through profit or loss (FVTPL) in either of the
following circumstances: (1) the liabilities are managed, evaluated and reported internally on a
fair value basis; or (2) the designation eliminates or significantly reduces an accounting mismatch
that would otherwise arise. All other financial liabilities are carried at amortised cost using the
effective interest method. Reclassification of any financial liability is not permitted.
Rafaella Resources Limited and Controlled Entities
42
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
Commitments and contingencies
20.
a. Commitments relating to operating and
exploration expenditures
Not longer than 1 year
More than 1 year but not longer than 5 years
More than 5 years
Group
30 June 2018
$
Company
30 June 2018
$
299,161
195,801
-
183,930
-
-
494,962
183,930
There are no other material commitments as at 30 June 2019.
b. Contingent assets
There are no contingent assets as at 30 June 2019.
c. Contingent liabilities
Contingent liabilities as at 30 June 2019 consist of the issue of 250,000 fully paid ordinary shares
each in the Company to the Directors, Ashley Wood and Graham Durtonavich, on each
anniversary of the director’s commencement date during which the Director remains employed
under their Executive Services Agreement.
21.
Acquisition of Overland Resources (BC) Limited
On 19 July 2018, the Company completed the acquisition of Overland Resources (BC) Limited, an
exploration company based in Canada, in exchange for the Company’s shares. The acquisition of
Overland Resources (BC) Limited has been treated as an asset acquisition under AASB 3. Details
of the acquisition are as follows:
Rafaella Resources Limited and Controlled Entities
43
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
21.
Acquisition of Overland Resources (BC) Limited (continued)
Trade and other receivables
Exploration and evaluation assets
Trade and other payables
Net assets acquired
Goodwill
Acquisition-date fair value of the total consideration
transferred
Representing:
Rafaella Resources Limited shares issued to vendor19
Fair Value
$
348
103,953
(4,301)
100,000
-
100,000
100,000
100,000
19500,000 fully paid ordinary shares were issed for $0.20 each as a payment for the acquisition.
Accounting policy
The acquisition method of accounting is used to account for business combinations regardless of
whether equity instruments or other assets are acquired. The consideration transferred is the
sum of the acquisition-date fair values of the assets transferred, equity instruments issued or
liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-
controlling interest in the acquiree. For each business combination, the non-controlling interest
in the acquiree is measured at either fair value or at the proportionate share of the acquiree's
identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the
acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed
for appropriate classification and designation in accordance with the contractual terms, economic
conditions, the Group's operating or accounting policies and other pertinent conditions in
existence at the acquisition-date. Where the business combination is achieved in stages, the
Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair
value and the difference between the fair value and the previous carrying amount is recognised
in profit or loss. Contingent consideration to be transferred by the acquirer is recognised at the
acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration
classified as an asset or liability is recognised in profit or loss. Contingent consideration classified
as equity is not remeasured and its subsequent settlement is accounted for within equity. The
difference between the acquisition-date fair value of assets acquired, liabilities assumed and any
non-controlling interest in the acquiree and the fair value of the consideration transferred and
the fair value of any pre-existing investment in the acquiree is recognised as goodwill.
Rafaella Resources Limited and Controlled Entities
44
NOTES TO THE FINANCIAL STATEMENTS continued
FOR THE YEAR ENDED 30 JUNE 2019
21.
Acquisition of Overland Resources (BC) Limited (continued)
If the consideration transferred and the pre-existing fair value is less than the fair value of the
identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is
recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after
a reassessment of the identification and measurement of the net assets acquired, the non-
controlling interest in the acquiree, if any, the consideration transferred and the acquirer's
previously held equity interest in the acquirer. Business combinations are initially accounted for
on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised
and also recognises additional assets or liabilities during the measurement period, based on new
information obtained about the facts and circumstances that existed at the acquisition-date. The
measurement period ends on either the earlier of (i) 12 months from the date of the acquisition
or (ii) when the acquirer receives all the information possible to determine fair value.
22.
Interests in controlled entities
Company Name
Sandstone Metals PtyLtd
Yukon Metals Pty Ltd
Overland Resources (BC) Limited
Place of
Incorporation
Australia
Australia
Canada
30 June 2019
% Ownership
100%
100%
100%
30 June 2018
% Ownership
-
-
-
Rafaella Resources Limited and Controlled Entities
45
DIRECTORS’ DECLARATION
The Directors of the Group declare that:
The financial statements and notes are in accordance with the Corporations Act 2001 and:
a.
b.
comply with Australian Accounting Standards;
are in accordance with International Financial Reporting Standards issued by the
International Accounting Standards Board, as stated in Note 2 to the financial statements;
and
give a true and fair view of the Group’s financial position as at 30 June 2019 and of the
performance for the year ended 30 June 2019;
c.
In the Directors’ opinion there are reasonable grounds to believe that the Group will be able to
pay its debts as and when they become due and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act
2001.
This declaration is signed in accordance with a resolution of the Directors made pursuant to
section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
____________________
Peter Hatfull
Non-Executive Chairman
13 September 2019
Rafaella Resources Limited and Controlled Entities
46
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
RAFAELLA RESOURCES LIMITED
Opinion
We have audited the financial report of Rafaella Resources Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2019, 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 2019 and of its financial
performance for the year then ended; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described 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 confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
Exploration and evaluation assets - Refer to Note 9
The Group has capitalised exploration and
evaluation expenditure with a carrying value of
$915,030 as at the reporting date.
We considered this to be a key audit matter due to
the significant management judgments involved in
assessing the carrying value of the assets including:
▪ Determination of whether the exploration and
evaluation expenditure can be associated with
finding specific mineral resources and the basis
on which that expenditure is allocated to an area
of interest;
▪ Assessing whether any indicators of impairment
are present; and
▪ Determination of whether exploration activities
have reached a stage at which the existence of
economically recoverable reserves may be
determined.
How our audit addressed this matter
Our audit procedures included:
▪ Ensuring that the right to tenure of the area of
interest was current;
▪ Agreeing a sample of additions to supporting
documentation and ensuring the amounts are
capital in nature and relate to the area of interest;
▪ Enquiring with management and reviewing
budgets and other documentation as evidence
that active and significant operations in, or
relation to, the area of interest will be continued
in the future;
▪ Assessing and evaluating management’s
assessment that no indicators of impairment
existed; and
of
▪ Through discussions with the management and
the Board Minutes, ASX
review
relevant
other
announcements
documentation,
assessing management’s
determination that exploration activities have not
yet progressed to the stage where the existence
recoverable
or otherwise of economically
reserves may be determined.
and
Share Based Payments – refer to Note 13
During the year, 7,000,000 options were issued to
consultants of the Group.
Management has performed the valuation of the
options granted using the Black-Scholes Model,
since management was unable to reliably measure
the fair value of the services received.
Our audit procedures included:
▪ Reviewing the inputs used in the Black-Scholes
Model, which included assessing the volatility
rate applied and the risk-free interest rate used;
▪ Performing a recalculation of the valuation;
▪ Reviewing the Circulatory Resolution of the
Board of Directors for the directors’ approval in
relation to the granting of the options; and
▪ Reviewing the adequacy and accuracy of the
relevant disclosures in the financial statements.
We considered the valuation of these options to be a
key audit matter as it involved management’s
judgement in determining various inputs used in the
Black-Scholes Model.
Acquisition of Overland Resources (BC) Limited – refer to Note 21
During the year ended 30 June 2019, the Group
satisfied the conditions of the agreements signed
with the sellers and acquired Overland Resources
(BC) Limited (Overland).
Our audit procedures included:
▪ Evaluating management’s determination that the
acquisition did not meet the definition of a
business
in accordance with Accounting
Standards and therefore was an asset acquisition
and not a business combination;
▪ Assessing management’s determination of the
acquisition date, fair value of consideration paid,
assets acquired and liabilities assumed; and
▪ Reviewing the adequacy and accuracy of the
relevant disclosures in the financial statements.
The accounting for this acquisition is a key audit
matter because it involves management judgement
in determining the acquisition date, appropriate
acquisition accounting treatment, fair value of assets
acquired,
liabilities assumed and purchase
consideration.
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 2019 but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This
description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2019.
In our opinion, the Remuneration Report of Rafaella Resources Limited, for the year ended 30 June 2019,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 13 September 2019
TUTU PHONG
Partner
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES
As at 9 September 2019
Issued Securities
Fully paid ordinary shares
$0.30 listed options expiring 31 October 2021
$0.30 unlisted options expiring 6 February 2020
$0.20 unlisted options expiring 19 July 2022
$0.20 unlisted options expiring 27 August 2022
Milestone 1 performance rights expiring 27 August 2022
Milestone 2 performance rights expiring 27 August 2022
Total
Distribution of Listed Ordinary Fully Paid Shares
Listed
on ASX
Unlisted
Total
65,718,751
45,215,000 20,503,751
27,098,036
-
27,098,036
2,325,000
2,325,000
-
2,500,000
2,500,000
-
2,925,000
-
2,925,000
2,900,000
2,900,000
-
2,900,000
2,900,000
-
75,238,036 31,128,751 106,366,787
Spread of Holdings
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
Total
Number of Holders Number of Units % of Total Issued Capital
0.00%
0.11%
0.66%
5.86%
93.36%
100.00%
450
75,527
434,847
3,850,421
61,357,506
65,718,751
9
19
46
96
118
288
Distribution of Listed Options
Spread of Holdings
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
Total
Number of Holders Number of Units % of Total Issued Capital
0.00%
0.27%
0.53%
7.20%
92.00%
100.00%
1,120
73,290
143,342
1,949,932
24,930,352
27,098,036
2
23
20
45
26
116
Rafaella Resources Limited and Controlled Entities
51
Shares Held % Issued Capital
7.61%
5.10%
4.32%
4.30%
5,000,000
3,350,905
2,842,000
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES continued
Top 20 Listed Ordinary Fully Paid Shareholders
Shareholder
TRANSAMINE HOLDINGS & INVESTMENTS LTD
SUBURBAN HOLDINGS PTY LTD
ANGLO MENDA PTY LTD
ANGLO AUSTRALASIA HOLDINGS PTY LTD
ATLANTIC CAPITAL HOLDINGS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
ANDREW JOHN RANDALL
KIMBERLY WRIXON
UBS NOMINEES PTY LTD
SUBURBAN HOLDINGS PTY LIMITED
AUSTRALIAN SHARE NOMINEES PTY LIMITED
DANIEL & JULIE EDDINGTON
CHIFLEY PORTFOLIOS PTY LTD
JOSEPH PATRICK BURKE
E & E HALL PTY LTD
HORATIO STREET PTY LIMITED
EXTRACTIVE CAPITAL PTE LTD
CHIFLEY PORTFOLIOS PTY LTD
RICHARD VICTOR GAZAL
PHEAKES PTY LTD
3C GROUP IC LIMITED
Rank
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
20.
Total
Top 20 Listed Options
Rank
Option Holder
ATLANTIC CAPITAL HOLDINGS PTY LTD
CHIFLEY PORTFOLIOS PTY LTD
PITTAR NOMINEES PTY LIMITED
RIMOYNE PTY LTD
ANGLO AUSTRALASIA HOLDINGS PTY LTD
ANGLO MENDA PTY LTD
MR NICHOLAS DERMOTT MCDONALD
NATIONAL NOMINEES LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
HORATIO STREET PTY LIMITED
EXERTUS CAPITAL PTY LTD
HAVENRANCH PTY LIMITED
SUBURBAN HOLDINGS PTY LIMITED
CELTIC CAPITAL PTY LTD
MR WILLIAM LESLIE KELSO
MR SHANE TIMOTHY BALL
PHEAKES PTY LTD
CRYPTONERDS PTY LTD
ANNABELLE SHAMIR
MR MARK JOHN BAHEN & MRS MARGARET PATRICIA BAHEN
MR MATTHEW BLUMBERG
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
15.
16.
17.
18.
19.
20.
Total
2,825,000
2,150,000
1,809,594
1,597,278
1,527,277
1,500,000
1,345,000
1,290,675
1,285,200
1,271,308
1,250,200
1,215,200
1,175,000
1,144,237
1,086,613
1,000,000
875,000
875,000
36,415,487
Options
Held
14,717,309
1,055,966
1,037,687
1,014,299
941,667
915,001
600,003
539,417
500,000
391,667
390,000
353,334
333,334
316,667
300,000
300,000
291,667
250,000
174,000
125,000
120,000
24,667,018
The number of shareholdings held in less than marketable parcels is 14.
Rafaella Resources Limited and Controlled Entities
3.27%
2.75%
2.43%
2.32%
2.28%
2.05%
1.96%
1.96%
1.93%
1.90%
1.85%
1.79%
1.74%
1.65%
1.52%
1.33%
1.33%
55.39%
% Issued Capital
54.31%
3.90%
3.83%
3.74%
3.48%
3.38%
2.21%
1.99%
1.85%
1.45%
1.44%
1.30%
1.23%
1.17%
1.11%
1.11%
1.08%
0.92%
0.64%
0.46%
0.44%
91.04%
52
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES continued
The Group has the following substantial shareholders listed in its register as at 9 September
2019:
Rank
1.
2.
3.
Shareholder
Adam Blumenthal Entities
TRANSAMINE HOLDINGS & INVESTMENTS LTD
CHIFLEY PORTFOLIOS PTY LTD & Related Parties
Shares Held % Issued Capital
7.61%
7,465,675
5,000,000
3,882,921
5.91%
Ordinary Shares Voting Rights - Subject to any rights or restrictions for the time being attached
to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:
each Shareholder entitled to vote may vote in person or by proxy, attorney or
representative;
on a show of hands, every person present who is a Shareholder or a proxy, attorney or
representative of a Shareholder has one vote; and
on a poll, every person present who is a Shareholder or a proxy, attorney or
representative of a Shareholder shall, in respect of each fully paid Share held by him, or
in respect of which he is appointed a proxy, attorney or representative, have one vote
for the Share, but in respect of partly paid Shares shall have such number of votes as
bears the same proportion to the total of such Shares registered in the Shareholder’s
name as the amount paid (not credited) bears to the total amounts paid and payable
(excluding amounts credited).
The Group has the following restricted securities on issue as at the date of this report:
Security Type
Fully paid ordinary shares
Fully paid ordinary shares
(voluntary escrow)
$0.30 unlisted options expiring 6
February 2020
$0.20 unlisted options expiring 19
July 2022
Number of
Securities
Escrowed
7,378,750
13,125,000
2,325,000
2,500,000
Escrow Duration
Escrow Date
24 months from
date of quotation
12 months from
date of issue
24 months from
date of quotation
24 months from
date of quotation
26 July 2020
26 August 2020
26 July 2020
26 July 2020
Use of Funds
Between the date of listing on ASX and the date of this report the Group has used the cash and
assets in a form readily convertible to cash that it had at the time of admission in a way
consistent with its business objectives and as set out in the Second Replacement Prospectus
dated 1 June 2018.
Rafaella Resources Limited and Controlled Entities
53
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES continued
Schedule of Exploration Tenements
Project
Sandstone
Sandstone
Tenement Number
E53/1920
E57/1055
Project
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
Claim Name &
Number
MM 1
MM 2
MM 3
MM 4
MM 5
MM 6
MM 7
MM 8
MM 9
MM 10
MM 11
MM 12
MM 13
MM 14
MM 15
MM 16
MM 17
MM 18
MM 19
MM 20
MM 21
MM 22
MM 23
MM 24
MM 25
MM 26
MM 27
MM 28
MM 29
MM 30
MM 31
MM 32
MM 33
MM 34
MM 35
MM 36
MM 37
MM 38
MM 39
MM 40
MM 41
MM 42
Rafaella Resources Limited and Controlled Entities
Interest Held
100%
100%
Grant Number
Interest Held
YD81304
YD81305
YD81306
YD81307
YD81308
YD81309
YD81310
YD81311
YD81312
YD81313
YD81314
YD81315
YD81316
YD81317
YD81318
YD81319
YD81320
YD81321
YD81322
YD81323
YD81324
YD81325
YD81326
YD81327
YD81328
YD81329
YD81330
YD81331
YD81332
YD81333
YD81334
YD81335
YD81336
YD81337
YD81338
YD81339
YD81340
YD81341
YD81342
YD81343
YD81344
YD81345
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
54
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES continued
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
MM 43
MM 44
MM 45
MM 46
MM 47
MM 48
MM 49
MM 50
MM 51
MM 52
MM 53
MM 54
MM 55
MM 56
MM 57
MM 58
MM 59
MM 60
MM 61
MM 62
MM 63
MM 64
MM 65
MM 66
MM 67
MM 68
MM 69
MM 70
MM 71
MM 72
MM 73
MM 74
MM 75
MM 76
MM 77
MM 78
MM 79
MM 80
MM 81
MM 82
MM 83
MM 84
MM 85
MM 86
MM 87
MM 88
MM 89
MM 90
MM 91
YD81351
YD81352
YD81353
YD81354
YD81355
YD81356
YD81357
YD81358
YD81359
YD81360
YD81361
YD81362
YD81363
YD81364
YD81365
YD81366
YD81367
YD81368
YD81369
YD81370
YD81371
YD81372
YD81373
YD81374
YD81375
YD81376
YD81377
YD81378
YD81379
YD81380
YD81381
YD81382
YD81383
YD81384
YD81385
YD81386
YD81387
YD81388
YD81389
YD81390
YD81391
YD81392
YD81393
YD81394
YD81395
YD81396
YD81397
YD81398
YD81399
Rafaella Resources Limited and Controlled Entities
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
55
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES continued
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
MM 92
MM 93
MM 94
MM 95
MM 96
MM 97
MM 98
MM 99
MM 100
MM 101
MM 102
MM 103
MM 104
MM 105
MM 106
MM 107
MM 108
MM 109
MM 110
MM 111
MM 112
MM 113
MM 114
MM 115
MM 116
MM 117
MM 118
MM 119
MM 120
MM 121
MM 122
MM 123
MM 124
MM 125
MM 126
MM 127
MM 128
MM 129
MM 130
MM 131
MM 132
MM 133
MM 134
MM 135
MM 136
MM 137
MM 138
MM 139
MM 140
YD81400
YD81449
YD81450
YD81451
YD81452
YD81453
YD81454
YD81455
YD81456
YD81457
YD81458
YD81459
YD81460
YD81461
YD81462
YD81463
YD81464
YD81465
YD81466
YD81467
YD81468
YD81469
YD81470
YD81471
YD81472
YD81473
YD81474
YD81475
YD81476
YD81477
YD81478
YD81479
YD81480
YD81481
YD81482
YD81483
YD81484
YD81485
YD81486
YD81487
YD81488
YD81489
YD81490
YD81491
YD81492
YD81493
YD81494
YD81495
YD81496
Rafaella Resources Limited and Controlled Entities
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
56
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES continued
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
MM 141
MM 142
MM 143
MM 144
MM 145
MM 146
MM 147
MM 148
MM 149
MM 150
MM 151
MM 152
MM 153
MM 154
MM 155
MM 156
MM 157
MM 158
MM 159
MM 160
MM 161
MM 162
MM 163
MM 164
MM 165
MM 166
MM 167
MM 168
MM 169
MM 170
MM 171
MM 172
MM 173
MM 174
MM 175
MM 176
MM 177
MM 178
MM 179
MM 180
MM 181
MM 182
MM 183
MM 184
MM 185
MM 186
MM 187
MM 188
MM 189
YD81497
YD81498
YD81499
YD81500
YD81501
YD81502
YD81259
YD81260
YD81261
YD81262
YD81263
YD81264
YD81265
YD81266
YD81267
YD81268
YD81269
YD81270
YD81271
YD81272
YD81273
YD81274
YD81275
YD81276
YD81277
YD81278
YD81279
YD81280
YD81281
YD81282
YD81283
YD81284
YD81285
YD81286
YD81287
YD81288
YD81289
YD81290
YD81291
YD81292
YD81293
YD81294
YD81295
YD81296
YD21019
YD21020
YD21021
YD21022
YD21023
Rafaella Resources Limited and Controlled Entities
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
57
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES continued
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
MM 190
MM 191
MM 192
MM 193
MM 194
MM 195
MM 196
MM 197
MM 198
MM 199
MM 200
MM 201
MM 202
MM 203
MM 204
MM 205
MM 206
MM 207
MM 208
MM 209
MM 210
MM 211
MM 212
MM 213
MM 214
MM 215
MM 216
MM 217
MM 218
MM 219
MM 220
MM 221
MM 222
MM 223
MM 224
MM 225
MM 226
MM 227
MM 228
MM 229
MM 230
MM 231
MM 232
MM 233
MM 234
MM 235
MM 236
MM 237
MM 238
YD21024
YD21025
YD21026
YD21027
YD21028
YD21029
YD21030
YD21031
YD21032
YD21033
YD21034
YD21035
YD21036
YD21037
YD21038
YD21039
YD21040
YD21041
YD21042
YD21043
YD21044
YD21045
YD21046
YD21047
YD21048
YD21049
YD21050
YD21051
YD21052
YD21053
YD21054
YD21055
YD21056
YD21057
YD21058
YD21059
YD21060
YD21061
YD21062
YD21063
YD21064
YD21065
YD21066
YD21067
YD21068
YD21069
YD21070
YD21071
YD21072
Rafaella Resources Limited and Controlled Entities
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
58
ADDITIONAL INFORMATION FOR PUBLIC LISTED COMPANIES continued
McCleery
McCleery
McCleery
McCleery
McCleery
McCleery
Project
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
Santa Comba
MM 239
MM 240
MM 241
MM 242
MM 243
MM 244
YD21073
YD21074
YD21075
YD21076
YD21077
YD21078
Tenement Number
San Antonio
Santa María
Oportuna
Carballeira
Santa Bárbara
Carmen Facción 1a
Ampliación a Oportuna
Demasía a Santa María
Primera Demasía a Oportuna
Segunda Demasía a Oportuna
Demasía a Carballeira
Demasía a Santa Bárbara
Primera Demasía a Carmen Facción 1a
Segunda Demasía a Carmen Facción 1a
Demasía a Ampliación a Oportuna
100%
100%
100%
100%
100%
100%
Interest Held
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Rafaella Resources Limited and Controlled Entities
59