Annual Report Year Ended 30 June 2021
1
CORPORATE INFORMATION
DIRECTORS
Mr Shannon Green
Executive Chairman and Chief Executive Officer (CEO)
Mr John Lewis
Mr James Myers
Mr Paul Hissey
Executive Director
Non-Executive Director
Non-Executive Director
COMPANY SECRETARY
Ms Shannon Coates
REGISTERED AND PRINCIPAL OFFICE
Suite 5, 62 Ord Street
West Perth WA 6005
Telephone (08) 9322 1587
Facsimile
Website www.resourcebase.com.au
(08) 9322 5230
POSTAL ADDRESS
Suite 5, 62 Ord Street
West Perth WA 6005
AUDITORS
Elderton Audit Pty Ltd
Level 2, 267 St Georges Terrace
Perth WA 6000
SHARE REGISTER
Link Market Services
Level 4 Central Park
152 St George Terrace
Perth WA 6000
Resource Base Limited shares are listed on the Australian Securities Exchange (ASX code: RBX)
ACN
ABN
ASX Code
113 385 425
57 113 385 425
RBX
In this report, the following definitions apply:
“Board” means the Board of Directors of Resource Base Limited
“Resource Base” or the “Company” means Resource Base Limited ABN 57 113 385 425
2
CONTENTS
FOR THE YEAR ENDED 30 JUNE 2021
Contents
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Cashflows
Statement of Changes in Equity
Notes to the Condensed Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional ASX Information
4
9
15
16
17
18
19
20
43
44
47
3
DIRECTORS REPORT
FOR THE YEAR ENDED 30 JUNE 2021
The directors present their report, together with the financial statements, on the consolidated entity (referred to
hereafter as the 'consolidated entity') consisting of Resource Base Limited (referred to hereafter as the 'company'
or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2021.
DIRECTORS
The following persons were directors of Resource Base Limited during the whole of the financial year and up to the
date of this report, unless otherwise stated:
Director
Shannon Green
James Myers
John Lewis
Michael Kennedy
Paul Hissey
Position
Executive Chairman and CEO
Non-Executive Director
Executive Director
Non-Executive Director
Non-Executive Director
Appointed
1 June 2020
1 June 2020
26 October 2020
12 July 2021
Resigned
26 October 2020
PRINCIPAL ACTIVITIES
During the financial year the principal continuing activities of the consolidated entity consisted of assessing precious
metal and other projects and the divestment of its 100% owned subsidiary Broula King Joint Venture Pty Ltd. The
Company also entered into an agreement to acquire the Black Range Project in Victoria which was finalised upon
the completion of an IPO by the Company after the year end .
DIVIDENDS
There were no dividends paid, recommended, or declared during the current or previous financial year.
REVIEW OF OPERATIONS
The Company’s strategy had previously focussed on developing the Broula King Gold Project located in NSW
including the idled Broula King processing site and all other assets held by the Company’s 100% owned subsidiary
Broula King Joint Venture Pty Ltd.
In August 2020, the Company’s focus shifted, and it undertook to divest its existing operations at the Broula King
Gold Project with a view to identifying and acquiring a new flagship project. As this new strategy was unable to be
fully implemented prior to 19 November 2020 (at which point the Company had been suspended from trading on
the ASX for a continuous period of two years), the Company was removed from the Official List of the ASX in
accordance with ASX Guidance Note 33.
In line with its new strategy, the Company has prioritised the identification and recruitment of directors and
executives with the capability to assess, acquire, bring to production-ready status and operate small to medium
scale resource projects in a cost-effective manner. In keeping with this objective, the Company has assembled a
team of directors and executives with extensive experience in tenement acquisition, exploration management,
feasibility study, cost effective environmental effects statement preparation and approval, plant procurement, plant
construction, plant commissioning, mining and processing operations management.
The Company entered into the Acquisition Agreement with Navarre Minerals Limited (ACN 125 140 105) (ASX: NML)
(Navarre or the Vendor) on 15 February 2021 pursuant to which it has agreed to acquire a 100% interest in the Black
Range Project comprising Exploration Licence 4590 (Tenement) located in the well-known and highly prospective
Stavely corridor in north-west Victoria (Black Range Project or Project). The Project is host to an advanced copper-
gold VHMS system known as the Eclipse prospect (Eclipse or Eclipse Prospect).
4
DIRECTORS REPORT
FOR THE YEAR ENDED 30 JUNE 2021
In consideration for the Acquisition, the Company agreed to pay a staged equity-based consideration to the Vendor
as follows:
1.
2.
2.1
2.2
3.
Tranche 1: on the date of settlement of the Acquisition (Settlement Date), the Company shall issue the
Vendor 7,600,000 Shares (representing consideration of $1,520,000 at a deemed issue price of $0.20 per
Share) (Settlement Shares);
Tranche 2: the Company shall issue the Vendor 2,500,000 Shares on the announcement by the Company of
an Inferred Mineral Resource (as defined in the JORC Code 2012 Edition) of:
a minimum of 100,000 ounces of gold at a minimum grade of no less than 1g/t; or
a minimum of a combined 100,000 tonnes of copper and zinc, each at a minimum grade of 1%, within 5
years of the Settlement Date; and
Tranche 3: the Company shall issue the Vendor 6,000,000 Shares on the Company delivering a definitive
feasibility study within 5 years of Settlement relating to the Tenement area which indicates a Project net
present value of greater than $250,000,000,
Among other conditions precedent to a transaction of this nature settlement was conditional upon receipt of
conditional approval from ASX to trading of the securities of RBX on the ASX and the Company raising sufficient
capital to meet its obligations to the project going forward.
ASX Re-listing
The Company issued a prospectus on 7 May 2021 with the primary purposes of the Offers within it being to assist
the Company to meet the admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules by
providing the Company with sufficient funds for:
•
•
•
the proposed exploration programs at the Project:
considering acquisition opportunities that may be presented to the Board from time to time; and
the Company’s working capital requirements while it is implementing the above; and
Finalisation of the IPO pursuant to the prospectus allowed the Company to complete the terms under the Acquisition
Agreement.
The primary purpose of the Secondary Offers is to remove the need for an additional disclosure document to be
issued upon the sale of any Securities that are issued under the Secondary Offers.
The Company’s main objectives on completion of the Offers and ASX listing were to:
•
•
•
•
•
•
•
test previously identified priority drill targets at the Black Range Project;
establish an initial JORC compliant resource from existing geological data within 6 months of listing;
undertake geochemical sampling and airborne and ground electromagnetic programmes, with a view to
identifying additional drill targets at its Project;
implement an exploration strategy aimed at the discovery of high-grade copper and gold resources at the
Black Range Project as rapidly as practicable;
through exploration success, evaluate opportunities and undertake studies for near term copper and gold
production;
continue to pursue other acquisitions that have a strategic fit for the Company; and
provide working capital for the Company.
Broula King Joint Venture
On 18 August 2020, in line with the Company strategy, the company announced that it had entered into a binding
exclusive option agreement with Sunshine Reclamation Ltd granting an exclusive option to purchase 100% of the
issued shares in the company's 100% owned subsidiary Broula King Joint Venture Pty Ltd.
The agreement was renegotiated by the parties in October and on 18 December 2020 the Company transfer the
shares in BKJV to Sunshine for a total sale price in the amount of $100,000. As at 18 December 2020 Sunshine
assumed all responsibility for any and all present or future environmental liabilities of BKJV.
5
DIRECTORS REPORT
FOR THE YEAR ENDED 30 JUNE 2021
FINANCIAL POSITION
The company made a loss for the year of $1,659,785 (2020: loss $897,898). Cash reserves were $97,937 (30 June
2020: $24,265) representing an increase of $73,672.
CORPORATE ACTIVITIES
On 26 October 2020, the Company appointed Mr John Lewis as a Director of the Company. Mr Lewis is a Chartered
Accountant with numerous years’ experience in the restructure of mining exploration companies. At the same time
Mr Michael Kennedy resigned from the Board.
On the 28 April 2021 the Company convened an extra-ordinary meeting of shareholders primarily to seek approval
for the consolidation of the Company’s share capital on a 1 new share for every 8 existing shares held. The resolution
was passed at the meeting and the number of shares on issue was consolidated from 27,491,373 shares to 3,436,422
shares.
Prior to the IPO the company finalised a pre-IPO seed capital raise of $350,000 issuing 2,500,000 shares.
EVENTS SUBSEQUENT TO REPORTING DATE
On 12 July 2021, Mr Paul Hissey was appointed as Non-Executive Director.
On 12 July 2021, the ASX admitted the Company to trade its shares on the ASX main board following the completion
of an over-subscribed initial public offer (IPO) which raised $5,500,000 pursuant to the Prospectus dated 7 May
2021.
The IPO and re-quotation on the ASX was a condition precedent of the agreement to acquire the Black Range Project
from Navarre Minerals Limited which was entered into on 16 February 2021.
Additionally, as part of the IPO the Company settled a range of debts with ASIPAC into 1,685,640 Shares and
1,685,640 Options and former Directors of the Company into 278,898 shares in the restructured company.
A total of 27,500,000 Shares were issued at a price of $0.20 per Share under the Offer, and a total of 10,154,538
Shares and 9,685,640 Options were issued upon settlement of the Offer pursuant to secondary offers and issues as
detailed in the Company’s Prospectus.
As a result, the completion of the IPO the Black Range Project was settled and the transfer of EL 4590 was completed
and lodged with the local authority.
On 27 September 2021, the Company announced the execution of a binding term sheet for the material acquisition
of five exploration licence applications over ground located within the Murray Basin across Victoria and South
Australia, totalling a significant package of 1,380km2 (collectively the Mitre Hill Project) with potential to be
prospective for ionic clay hosted Rare Earth Elements (REE).
The Company also announced firm commitments have been received to raise $1.2 million through the issue of six
(6) million shares at an issue price of $0.20 per share, being a 4.1% premium to the 14-day VWAP, to progress
exploration work as the Exploration Licence Applications are granted.
On 28 September 2021, the Company announced it had appointed Mr Shannon Green as Executive Chairman and
CEO on a full time basis.
There have been no other transactions or events of a material and unusual nature likely, in the opinion of the
Directors of the Company, to significantly affect the operations of the Company, the results of those operations, or
the state of affairs of the Company in future financial years.
6
DIRECTORS REPORT
FOR THE YEAR ENDED 30 JUNE 2021
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Information on likely developments in the operations of the consolidated entity and the expected results of
operations have not been included in this report because the directors believe it would be likely to result in
unreasonable prejudice to the consolidated entity.
ENVIRONMENTAL REGULATION
The economic entity holds participating interests in a number of mining and exploration tenements. The various
authorities granting such tenements require the tenement holder to comply with the terms of the grant of the
tenement and all directions given to it under those terms of the tenement. There were no breaches of these
regulations during the 2021 financial year.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 forms
part of the Directors’ Report and is included on page 15.
DIRECTOR AND COMPANY SECRETARY INFORMATION
Mr Shannon Green | Executive Chairman & CEO
Appointed 1 June 2020
Qualifications: Mr Green’s professional qualifications include Qld SSE Mine Managers Certificate, Graduate Diploma
Mining Engineering, Diploma of Mining (Surface & underground) and a Diploma of (Finance) and is currently
completing an MBA.
Other current directorships Pathfinder Resources Ltd (ASX: PF1).
Former directorships (last 3 years): Lindian Resources Limited (ASX: LIN)
Interests in Shares and Options over Shares in the Company: Nil
Mr Green has considerable recent corporate experience including, project transactions, capital raisings, marketing,
technical and commercial due diligence. He has extensive mining and project development experience and his
intimate knowledge of the equity and commodity markets provides the skills and expertise needed to assist the
Company as it seeks to re-list on the ASX. Mr Green has over 20 years Corporate, resource development and mining
operations experience, with extensive experience working in Africa and Australia having managed several significant
projects from Feasibility through construction and into operation and held senior leadership roles with several
Australian iron ore and gold mining operations.
Mr James Myers | Non-Executive Director
Appointed 1 June 2020
Qualifications: Nil
Other current directorships: Nil .
Former directorships (last 3 years): Pathfinder Resources Ltd (ASX: PF1)
Interests in Shares and Options over Shares in the Company: Nil
Mr Myers has over 15 years’ in equities dealing and corporate advisory experience. Previously the co-founder and
Executive Director of iiZen Equites before a corporate exit to Paterson’s Securities, Mr Myers has held equity
advisory roles at iiZen Equities, Paterson’s Securities and Ord Minnett Limited and is currently an Associate Director
of Corporate at Adelaide based Baker Young Stockbrokers. Mr Myers has extensive small cap experience, most
recently working side-by-side with Winmar’s Executive Chairman, Mr Shannon Green, in the re-organisation,
recapitalisation and marketing of Lindian Resources Limited (ASX: LIN) (ASX: LIN) and Winmar Resources Ltd (ASX:
WFE). Mr Myers extensive capital market experience will be valuable to the company as it seeks to re-list on the
ASX.
7
DIRECTORS REPORT
FOR THE YEAR ENDED 30 JUNE 2021
Mr John Lewis | Executive Director
Appointed 26 October 2020
Qualifications: B Buss. CA
Other current directorships: Nil
Former directorships (last 3 years): Nil
Interests in Shares and Options over Shares in the Company: Nil
Mr Lewis is a Chartered Accountant with, in excess of 25 years post qualification experience. Mr Lewis spent 15
years working in the Accounting Profession mainly in the area of Corporate Reconstruction for firms including
Deloitte.
For the past 15 years, Mr Lewis has held numerous positions in the mining industry including as CFO and Company
Secretary of Canyon Resources Limited and also Geopacific Resources Ltd where he managed a reverse takeover of
the Company.
Mr Paul Hissey
Appointed 12 July 2021
Qualifications: Bachelor of Science (Hons) in Applied Geology, Graduate Diploma in Applied Finance, MBA.
Other current directorships: Nil.
Former directorships (last 3 years): Nil
Interests in Shares and Options over Shares in the Company: Nil
Mr Hissey has more than 20 years’ experience in the resources sector, split evenly between both mining and capital
markets. He commenced his career working in numerous open pit and underground, base and precious metals
operations in North Queensland, and lead the mine geology team at the world class Olympic Dam deposit in South
Australia for BHP. In addition, Mr Hissey worked as a UK-based technical consultant on a range of commodities
through Europe and Africa conducting due diligence and resource estimates, before returning to the Victorian gold
fields as a resource geologist and eventually transitioning to equities markets.
Mr Hissey spent a combined 10 years as a rated equity analyst with Goldman Sachs and Royal Bank of Canada writing
institutional research on the full suite of Australian publicly listed mining companies providing extensive exposure
to not only leading mining companies and their executives but also resource investors worldwide. Mr Hissey is
currently Chief Financial Officer of ASX listed exploration company Navarre Minerals Limited.
He holds a Bachelor of Science (Hons) in Applied Geology from the University of South Australia as well as a Graduate
Diploma in Applied Finance from Kaplan and an MBA from the Chifley Business School (La Trobe University). Mr
Hissey has been a Member of the AusIMM for more than 20 years.
Mr Michael Kennedy | Non-Executive Director
Resigned 26 October 2020
Qualifications: Nil
Other current directorships: Terramin Australia Limited (ASX: TZN).
Former directorships (last 3 years): Nil
Interests in Shares and Options over Shares in the Company: Nil
Michael Kennedy has enjoyed a 44-year career in the non-ferrous mining and smelting industry and has held a
number of senior marketing and logistics roles with the CRA/RTZ Group, managing raw material sales from the
Bougainville, Broken Hill, Cobar and Woodlawn mines, managed raw material purchases and supply into the Port
Pirie lead smelter, Budel zinc smelter (Netherlands), and the Avonmouth (UK) and Cockle Creek (Newcastle) zinc-
lead smelters. He was the resident Director of the Korea Zinc group of companies in Australia from 1991 until 2005,
which encompassed the construction and commissioning of the Sun Metals zinc refinery in Townsville.
8
DIRECTORS REPORT
FOR THE YEAR ENDED 30 JUNE 2021
Ms Shannon Coates | Company Secretary
Appointed 1 July 2020
Ms. Coates has over 25 years’ experience in corporate law and compliance. Shannon is currently company secretary
to a number of ASX listed companies and has provided company secretarial and corporate advisory services to
boards across a variety of industries, including mineral resources, oil & gas, financial services, manufacturing and
technology both in Australia and internationally.
MEETINGS OF DIRECTORS
The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2021,
and the number of meetings attended by each director were:
Director
Shannon Green
Jamie Myers
John Lewis
Michael Kennedy
Directors’ meetings
Held while in office
Attended
3
3
2
1
3
3
2
1
REMUNERATION REPORT (Audited)
The report details the nature and amount of remuneration for each director of Resource Base Limited and for the
executives receiving the highest remuneration in accordance with the requirements of the Corporations Act 2001
and its Regulations. It also provides the remuneration disclosures required by Aus 25.4 to Aus 25.7.2 of AASB 124
Related Party Disclosures, which have been transferred to the Remuneration report in accordance with
Corporations regulation 2M.6.04. For the purposes of this report, the term “executive” encompasses all directors
of the Company.
Remuneration consists of a fixed remuneration and a long-term incentive portion as considered appropriate. The
Board believes that options are an effective remuneration tool which preserves the cash reserves of the
company whilst providing valuable remuneration.
The remuneration report is set out under the following main headings:
Principles used to determine the nature and amount of remuneration
•
• Details of remuneration
•
Service agreements
•
Share-based compensation
• Additional information
• Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The Board has structured a remuneration framework that is market competitive and complementary to the
reward strategy of the consolidated entity and company.
The reward framework is designed to align rewards to shareholders' interests. The Board have considered that it
should seek to enhance shareholders' interests by:
•
•
focus on sustained growth in shareholder wealth through growth in share price, and delivering constant
or increasing return on assets as well as focusing the directors on key non-financial drivers of value; and
attracting and retains high calibre executives.
In accordance with best practice corporate governance, the structure of non-executive director and executive
director remuneration is separate.
9
REMUNERATION REPORT(Audited)
FOR THE YEAR ENDED 30 JUNE 2021
Non-executive directors’ remuneration
Non-executive directors' fees are paid within an aggregate limit which is approved by the shareholders from time
to time. Retirement payments, if any, are agreed to be determined in accordance with the rules set out in the
Corporations Act at the time of the Directors retirement or termination. Non-Executive Directors remuneration
may include an incentive portion of bonuses and/or options as considered appropriate by the Board, which may
be subject to shareholder approval in accordance with the ASX listing rules.
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is
apportioned amongst directors is reviewed annually. The Board considers the amount of director fees being paid
by comparable companies with similar responsibilities and the experience of the non-executive directors when
undertaking the annual review process.
The Company determines the maximum amount for remuneration, including thresholds for share-based
remuneration, for directors by resolution. Currently, the maximum amount of remuneration allocated to all non-
executive directors approved by shareholders is $300,000. Further details regarding components of director and
executive remuneration are provided in the notes to the financial statements
Executive remuneration
In determining the level and make up of executive remuneration, the Board negotiates a remuneration to reflect
the market salary for a position and individual of comparable responsibility and experience. Due to the limited size
of the Company and of its operations and financial affairs, the use of a separate remuneration committee is not
considered appropriate. Remuneration is regularly compared with the external market by participation in industry
surveys and during recruitment activities generally. If required, the Board may engage an external consultant to
provide independent advice in the form of a written report detailing market levels of remuneration for comparable
executive roles.
Company performance, shareholder wealth and director and executive remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and
executives. The achievement of this aim has been through the issue of options to directors to encourage the
alignment of personal and shareholder interests. The recipients of the options are responsible for growing the
Company and increasing shareholder value. If they achieve this goal, the value of the options granted to them will
also increase. Therefore, the options provide an incentive to the recipients to remain with the Company and to
continue to work to enhance the Company’s value.
Use of remuneration consultants
The company has not made use of remuneration consultants during the current or prior financial years.
Voting and comments made at the company's 30th November 2020 Annual General Meeting ('AGM')
On the 30th November 2020 the Remuneration Report was approved unanimously on the show of hands. The
proxies exercised by the Chairman were 99.81% in support of the adoption of the remuneration report for the
year ended 30 June 2020. The company did not receive any specific feedback at the AGM regarding its
remuneration practices.
10
REMUNERATION REPORT(Audited)
FOR THE YEAR ENDED 30 JUNE 2021
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following
tables.
Short Term
Employment
Benefits
Long Term
Employment
Benefits
Salary & Fees
$
Entitlements
$
Post
Employment
Benefits
Super-
annuation
$
Termination
Benefits
Share Based
Payments
Salary
$
Options
$
50,000
3,285
150,000
33,333
236,618
4,750
-
14,250
3,167
22,167
-
12,500
12,500
176,750
36,500
271,285
,
Short Term
Employment
Benefits
Long Term
Employment
Benefits
Salary & Fees
$
Entitlements
$
Post
Employment
Benefits
Super-
annuation
$
Termination
Benefits
Share Based
Payments
Salary
$
Options
$
4,563
19,710
18,068
82,902
13,688
138,931
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30 June 2021
Non-Executive Directors
Jamie Myers **
Michael Kennedy
Executive Directors
Shannon Green
John Lewis
Total Remuneration
30 June 2020
Non-Executive Directors
Jamie Myers **
Michael Kennedy
Angelo Siciliano *
Peter Kelliher *
Executive Directors
Shannon Green
Total Remuneration
* resigned on 1 June 2020
** appointed on 1 June 2020
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Non-Executive Directors
Jamie Myers
Michael Kennedy
Angelo Siciliano
Peter Kelliher
Executive Directors
Shannon Green
John Lewis
Fixed remuneration
2021
%
100
100
100
100
2020
%
100
100
100
100
100
100
At risk - STI
2021
%
2020
%
At risk - LTI
2021
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
54,750
3,285
Total
$
4,563
19,710
18,068
82,902
13,688
138,931
2020
%
-
-
-
-
-
-
11
REMUNERATION REPORT(Audited)
FOR THE YEAR ENDED 30 JUNE 2021
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service
agreements. Details of these agreements as at 30 June2021 are as follows:
Name:
Title:
Agreement commenced:
Details:
Shannon Green
Executive Chairman
1 June 2020
$150,000 per year plus statutory superannuation
Name:
Title:
Agreement commenced:
Details:
Jamie Myers
Non-Executive Director
1 June 2020
$50,000 per year plus statutory superannuation
Name:
Title:
Agreement commenced:
Details:
John Lewis
Executive Director
26 October 2020
$50,000 per year plus statutory superannuation
Mr Lewis is also a Director of Company, The Lewis Corporation, that has a contract for $36,000 per annum for
the provision of accounting and bookkeeping services
Key management personnel have no entitlement to termination payments in the event of removal for
misconduct.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during
the year ended 30 June 2021.
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2021.
Additional information
The earnings of the consolidated entity for the five years to 30 June 2021 are summarised below:
2021
$
2020
$
2019
$
2018
$
2017
$
Profit / (loss) before income tax
(1,659,785)
(897,898)
(886,510)
(681,942)
(902,924)
Profit/(loss) after income tax
(1,659,785)
(897,898)
(886,510)
(681,942)
(902,924)
12
REMUNERATION REPORT(Audited)
FOR THE YEAR ENDED 30 JUNE 2021
2021
$
2020
$
2019
$
2018
$
2017
$
Share price at financial year end ($)
*
Basic earnings per share (cents per
share)
-
-
-
0.028
0.070
(6.97)
(3.266)
(3.225)
(2.481)
(3.361)
* The company was suspended from official quotation at 30 June 2020 and was removed from the Official List of ASX on 20 November 2020
and was subsequently requoted on the Official List of the ASAX on 12 July 2021 after a successful IPO.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
None of the Directors of the Company held any shares during the Financial Year.
- End of Remuneration Report -
13
REMUNERATION REPORT(Audited)
FOR THE YEAR ENDED 30 JUNE 2021
SHARES UNDER OPTION
There were no unissued ordinary shares of Resource Base Limited under option outstanding at 30 June 2021.
SHARES ISSUED ON THE EXERCISE OF OPTIONS
There were no ordinary shares of Resource Base Limited issued on the exercise of options during the year ended
30 June 2021 and up to the date of this report.
INDEMNITY AND INSURANCE OF OFFICERS
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as
a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
INDEMNITY AND INSURANCE OF AUDITOR
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor
of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the
company 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 company is a party for the purpose of
taking responsibility on behalf of the company for all or part of those proceedings.
NON-AUDIT SERVICES
Elderton Corporate a company associated with Elderton Audit provided services in the form of an Independent
Accountants Report for inclusion in the Company’s prospectus as part of the IPO process.
There were no other non-audit services provided during the financial year by the auditor.
There are no officers of the company who are former partners of Elderton Pty Ltd.
AUDITOR'S INDEPENDENCE DECLARATION
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is
set out immediately after this directors' report.
AUDITOR
Elderton Pty Ltd 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 Corporations
Act 2001.
On behalf of the Directors,
Shannon Green | Executive Chairman & CEO
30 September 2021
14
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
30 Jun 2021
30 Jun 2020
Notes
$
$
Continuing Operations
Revenue
Interest revenue
Expenses
Compliance and regulatory costs
Consulting and professional fees
Employee benefits
Administration expenses
Occupancy
Other expenses
Finance costs
Loss before income tax expense from continuing
operations
Income tax expense
Loss after income tax expense from continuing
operations
Loss after income tax expense from discontinued
operations
Loss after income tax expense for the year attributable
to the owners of Resource Base Limited
Other comprehensive income for the year, net of tax
Total comprehensive loss for the year attributable to the
owners of Resource Base Limited
Earnings per share for loss from continuing operations
attributable to the owners of Resource Base Limited
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
Earnings per share for loss from discontinued operations
attributable to the owners of Resource Base Limited
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
Earnings per share for loss attributable to the owners of
Resource Base Limited
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
4
5
5
6
7
27
27
27
27
27
27
2,466
2,711
28,319
8,855
(171,030)
(574,057)
(271,285)
-
-
(155,810)
(36,670)
-
-
-
(10,387)
(9,780)
(14,032)
(315,671)
(1,203,675)
(312,696)
-
-
(1,203,675)
(312,696)
(456,110)
(585,202)
(1,659,785)
(897,898)
-
-
(1,659,785)
(897,898)
(5.05)
(5.05)
(1.91)
(1.91)
(6.97)
(6.97)
(1.137)
(1.137)
(2.129)
(2.129)
(3.266)
(3.266)
16
The above statement of profit or loss and other comprehensive income is to be read in conjunction with
the accompanying notes.
STATEMENT OF FINANCIAL POSITION
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Non-current assets classified as held for sale
Total current assets
Non-current assets
Plant and equipment
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Total current liabilities
Non-current liabilities associated with assets classified as
held for sale
Total current liabilities
Non-current liabilities
Borrowings
Total non-current liabilities
Total liabilities
Net liabilities
Equity
Issued capital
Reserves
Accumulated losses
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
30 Jun 2021
30 Jun 2020
Notes
$
$
8
9
10
11
9
12
97,937
21,719
-
119,656
-
119,656
24,265
71,780
3,204
99,249
1,022,254
1,121,503
-
-
203
203
119,656
1,121,706
910,693
3,428,938
4,339,631
-
4,339,631
598,241
2,630,115
3,228,356
572,000
3,800,356
-
-
210,588
210,588
4,339,631
4,010,944
(4,219,975)
(2,889,238)
14
15
14,932,001
14,602,953
46,583
46,583
(19,198,559)
(17,538,774)
Total deficiency
(4,219,975)
The above statement of financial position is to be read in conjunction with the accompanying notes.
(2,889,238)
17
STATEMENT OF CASH FLOWS
Cash flows from operating activities
Receipts from customers (inc. GST)
Payments to suppliers and employees (inc. GST)
Interest received
Other revenue
Interest and other finance costs paid
Refund of security deposits
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
30 Jun 2021
30 Jun 2020
Notes
$
$
2,466
(1,262,372)
(1,259,906)
2,711
-
(36,670)
-
Net cash flows used in operating activities
26
(1,293,865)
Cash flows from investing activities
Payments for exploration expenditure
Net cash flows used in investing activities
Cash flows from financing activities
Proceeds from share issue
Repayment of borrowings
Share issue costs
Proceeds from borrowings
Net cash flows from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
(450,254)
(450,254)
350,048
872,749
(21,000)
-
1,201,797
73,672
24,265
97,937
The above statement of cash flows is to be read in conjunction with the accompanying notes.
11,966
(673,698)
(661,732)
-
11,600
24,526
(10,638)
(610,616)
-
-
-
-
-
400,000
400,000
(210,616)
234,881
24,265
18
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
STATEMENT OF CHANGES IN EQUITY
Issued Capital
Reserve
Accumulated
losses
Total equity
$
$
$
$
Balance at 1 July 2019
14,602,953
30,414
(16,640,876)
(2,007,509)
Comprehensive loss for the year
Total comprehensive loss for the year
Transactions with owners in their capacity
as owners
Equity portion of convertible notes
-
-
-
-
-
(897,898)
(897,898)
(897,898)
(897,898)
16,169
-
16,169
Balance at 30 June 2020
14,602,953
46,583
(17,538,774)
(2,889,238)
Balance at 1 July 2020
14,602,953
46,583
(17,538,774)
(2,889,238)
Comprehensive loss for the year
Total comprehensive loss for the year
-
-
Transactions with owners in their capacity
as owners
Share issued
Cost of shares issued
Balance at 30 June 2021
350,048
(21,000)
-
-
-
-
(1,659,785)
(1,659,785)
(1,659,785)
(1,659,785)
-
-
350,048
(21,000)
14,932,001
46,583
(19,198,559)
(4,219,975)
The above statement of changes in equity is to be read in conjunction with the accompanying notes.
19
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
CONTENTS
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
Corporate Information
Statement of Significant Accounting Policies
Operating Segments
Revenue from Continuing Operations
Expenses
Income Tax Expense
Discontinued Operations
Trade and Other Receivables
Non-Current Asset Held for Sale
Trade and Other Payables
Current Borrowings
Non-Current Borrowings
Liabilities Directly Associated with Assets Held for Sale
Issued Capital
Reserves
Dividends
Financial Instruments
Key Management Personnel Disclosure
Remuneration of Auditors
Contingent Liabilities
Commitments
Related Party Transactions
Parent Entity Information
Interests in Subsidiaries
Events Subsequent to Reporting Date
Reconciliation of Loss After Income Tax to Net Cash Used in Operations
Earnings Per Share
21
21
27
28
28
29
30
30
31
31
31
32
32
33
34
34
34
36
37
37
37
38
39
40
40
41
41
20
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
CORPORATE INFORMATION
1.
Resource Base Limited (“Resource Base” or the “Company”) is a company domiciled in Australia. The address of the
Company’s registered office is Suite 5, 62 Ord Street, West Perth, Western Australia.
The Company is a for-profit entity and is primarily involved in identifying and investing in mineral exploration assets
and conducting exploration activities on those assets.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
2.
The principal accounting policies adopted in the preparation of the financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
Adoption of new and amended accounting standards
2.1.
The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period,
and determined that there was no material impact on its financial statements in the current reporting year.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the consolidated entity.
The following Accounting Standards and Interpretations are most relevant to the consolidated entity:
New or amended Accounting Standards and Interpretations adopted
The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
The following Accounting Standards and Interpretations are most relevant to the consolidated entity:
Conceptual Framework for Financial Reporting (Conceptual Framework)
The Company has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework
contains new definition and recognition criteria as well as new guidance on measurement that affects several
Accounting Standards, but it has not had a material impact on the consolidated entity's financial statements.
Basis of Preparation
2.2.
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations
Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International
Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').
2.3. Going Concern Basis
The financial report has been prepared on the going concern basis, which contemplates the continuity of normal
business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
The Company has taken into consideration the following items when assessing the basis for going concern;
•
The Company was suspended from trading on the ASX on 20 November 2018 and was ultimately delisted
on 20 November 2020. The Board of the Company have been actively seeking opportunities which would
add value to the company and enable the Company to seek requoting on the ASX.
21
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
•
The Company entered an agreement with Navarre Minerals Limited to acquire the Black Range Project in
Victoria on 16 February 2021. The agreement was conditional upon the Company being requoted on the
ASX, consolidating the Company’s shares on a 1:8 basis and raising sufficient capital to fund the exploration
of the Black Range Project and the conversion of the majority of the Companies outstanding debts to equity.
• On May 2021 the Company convened an EGM of Shareholders who ratified the resolution to consolidate
the Company’s shareholding on a 1:8 basis.
• ASIPAC, the Company’s major financier and the former directors and officers of the Company, entered into
agreement where they either accepted a compromised amount for their outstanding debts owed by the
Company or converted their debts to shares. All of these creditors had previously agreed to postpone the
payment of these debts until after the Company had raised further capital.
The Company issued a prospectus on 7 May 2021 whereby it would raise up to $5,500,000.
The Capital raise was fully subscribed for and the Company was ultimately readmitted to trade on the ASX.
Therefore all the conditions precedent to the acquisition of the Black Range Project were completed and
the transfer of the project to the Company was completed.
•
•
•
The financial report does not include any adjustments relating to the recoverability and classification of recorded
asset amounts or to the amounts and classification of liabilities that might be necessarily incurred should the
consolidated entity not continue as a going concern.
Historical cost convention
2.4.
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through
other comprehensive income, investment properties, certain classes of property, plant and equipment and
derivative financial instruments.
2.5. Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements, are disclosed in note 2.
Parent entity information
2.6.
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated
entity only. Supplementary information about the parent entity is disclosed in note 23.
Principles of consolidation
2.7.
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Resource Base
Limited ('company' or 'parent entity') as at 30 June 2020 and the results of all subsidiaries for the year then ended.
Resource Base Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated
entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls
an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-
consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated
entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the
impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as an equity transaction, where the difference between the
22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
consideration transferred and the book value of the share of the non-controlling interest acquired is recognised
directly in equity attributable to the parent.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities
and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in
equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any
investment retained together with any gain or loss in profit or loss.
2.8. Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the
same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is
responsible for the allocation of resources to operating segments and assessing their performance.
2.9.
The consolidated entity recognises revenue as follows:
Revenue recognition
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to
be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the
consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract;
determines the transaction price which takes into account estimates of variable consideration and the time value of
money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-
alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each
performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services
promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as
discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent
events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The
measurement of variable consideration is subject to a constraining principle whereby revenue will only be
recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue
recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable
consideration is subsequently resolved. Amounts received that are subject to the constraining principle are
recognised as a refund liability.
Rent
Rent revenues from sub-leases are recognised on a straight-line basis over the lease term.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
2.10.
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where
applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied
when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively
enacted, except for:
• When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction, affects
neither the accounting nor taxable profits; or
23
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
• When the taxable temporary difference is associated with interests in subsidiaries, associates or joint
ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date.
Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will
be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised
to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same
taxable authority on either the same taxable entity or different taxable entities which intend to settle
simultaneously.
2.11. Discontinued operations
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held
for sale and that represents a separate major line of business or geographical area of operations, is part of a single
co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively
with a view to resale. The results of discontinued operations are presented separately on the face of the statement
of profit or loss and other comprehensive income.
2.12. 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 the
consolidated entity's 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 the consolidated entity's 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.
2.13. Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term,
highly liquid investments with original maturities of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value.
Trade and other receivables
2.14.
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are
written off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when
there is objective evidence that the consolidated entity will not be able to collect all amounts due according to the
original terms of the receivables.
24
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
2.15. Non-current assets or disposal groups classified as held for sale
Non-current assets and assets of disposal groups are classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than through continued use. They are measured at the lower
of their carrying amount and fair value less costs of disposal. For non-current assets or assets of disposal groups to
be classified as held for sale, they must be available for immediate sale in their present condition and their sale must
be highly probable.
An impairment loss is recognised for any initial or subsequent write down of the non-current assets and assets of
disposal groups to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value
less costs of disposal of a non-current assets and assets of disposal groups, but not in excess of any cumulative
impairment loss previously recognised.
Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other
expenses attributable to the liabilities of assets held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of disposal groups classified as held for sale are
presented separately on the face of the statement of financial position, in current assets. The liabilities of disposal
groups classified as held for sale are presented separately on the face of the statement of financial position, in
current liabilities.
2.16. Plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment
(excluding land) over their expected useful lives as follows:
Plant and equipment
Computer equipment
5 years
3-5 years
Depreciation of mining equipment is described in the 'Mining assets' accounting policy.
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit
to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to
profit or loss.
2.17. Mining assets
Capitalised mining development costs include expenditures incurred to develop new ore bodies to define further
mineralisation in existing ore bodies, to expand the capacity of a mine and to maintain production. Mining
development also includes costs transferred from exploration and evaluation phase once production commences in
the area of interest. Mining equipment is stated at historical cost less accumulated depreciation and impairment.
Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Amortisation of mining development is computed by the units of production basis over the estimated mineral
resource. The assets are amortised from the date on which steady state production commences. The amortisation
is calculated over the estimated life of the mineral resource, with the estimation reviewed annually.
25
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
The mining assets of the Company were written down to their estimated residual value at 30 June 2014. A review
of the estimated residual value is performed at each reporting period. The Company sold its mining assets when it
sold its subsidiary Broula King Joint Venture Pty Ltd on 18 December 2020.
Restoration costs expected to be incurred are provided for as part of development phase that give rise to the need
for restoration.
Trade and other payables
2.18.
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of
the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and
are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
2.19. Borrowings
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the
statement of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using a market rate for
an equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost basis
until extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised
as a finance cost. The remainder of the proceeds are allocated to the conversion option that is recognised and
included in shareholders equity as a convertible note reserve, net of transaction costs. The carrying amount of the
conversion option is not remeasured in the subsequent years. The corresponding interest on convertible notes is
expensed to profit or loss.
2.20. Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of
a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the reporting date, taking into account the risks and
uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a
current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is
recognised as a finance cost.
2.21.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
2.22. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to the owners of Resource Base
Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of
ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during
the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares assumed to have been issued for no consideration in relation to
dilutive potential ordinary shares.
26
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
2.23. Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or
as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement
of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax
authority.
2.24. New Accounting Standards and Interpretations not yet mandatory or
early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June
2021. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and
Interpretations.
2.25. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts in the financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its
judgements, estimates and assumptions on historical experience and on other various factors, including
expectations of future events, management believes to be reasonable under the circumstances. The resulting
accounting judgements and estimates will seldom equal the related actual results. Judgements, estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities (refer to the respective notes) within the next financial year are discussed below.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it
is probable that future taxable amounts will be available to utilise those temporary differences and losses. As at 30
June 2021 deferred tax assets have not been recognised because their realisation, is not deemed probable.
OPERATING SEGMENTS
3.
Identification of reportable operating segments
The consolidated entity is organised into one operating segment, being the exploration and production of gold in
Australia. This operating segment is based on the internal reports that are reviewed and used by the Board of
Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in
determining the allocation of resources.
27
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
4.
REVENUE FROM CONTINUING OPERATIONS
Revenue from contracts with customers
Rent
Other revenue
Other revenue
Revenue from continuing operations
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Major product lines
Rent
Geographical regions
Australia
Timing of revenue recognition
Services transferred over time
30 Jun 2021
30 Jun 2020
$
-
$
3,793
2,466
2,466
24,526
28,319
30 Jun 2021
30 Jun 2020
$
$
-
-
-
3,793
3,793
3,793
5.
Loss before income tax from continuing operations includes the following specific expenses:
EXPENSES
30 Jun 2021
30 Jun 2020
Depreciation - Plant and equipment
Finance costs
Interest on amount payable on land acquisition
Interest on amounts payable to former directors
Interest and facility fees payable on loan from major shareholder
Premium Funding Costs
$
203
203
4,253
12,635
17,993
1,789
36,670
$
2,068
2,068
10,400
21,078
284,193
-
315,671
28
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Employee benefits expense
Employee benefits expense
6.
INCOME TAX EXPENSE
Numerical reconciliation of income tax benefit and tax at
the statutory rate
Loss before income tax expense from continuing operations
Loss before income tax expense from discontinued
operations
30 Jun 2021
30 Jun 2020
$
271,285
271,285
$
-
-
30 Jun 2021
30 Jun 2020
$
$
(1,203,675)
(312,696)
(456,110)
(1,659,785)
(585,202)
(897,898)
Tax at the statutory tax rate of 30%
(497,935)
(269,369)
Tax effect amounts which are not deductible/(taxable) in
calculating taxable income:
Current year tax losses not recognised
Current year temporary differences not recognised
512,776
(14,840)
-
310,668
(41,299)
-
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been
recognised
Potential tax benefit @ 30%
13,562,433
11,853,181
4,068,730
3,555,954
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These
tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same
business test is passed.
The taxation benefits of tax losses and temporary differences not brought to account will only be obtained if:
i.
ii.
iii.
the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable
the benefit from the deductions for the losses to be realised;
the consolidated entity continues to comply with the conditions for deductibility imposed by law; and
no change in tax legislation adversely affects the consolidated entity in realising the benefits from
deducting the losses.
29
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
DISCONTINUED OPERATIONS
7.
Comprise the Broula King Asset which was sold on 18 December 2020 and was previously recognised as held for
sale.
Administration expenses
Corporate expenses
Care and maintenance expenses
Loss on sale of subsidiary
Movement in rehabilitation provision
Total expenses
Loss before income tax expense
Income tax expense
30 Jun 2021
30 Jun 2020
$
$
(6,253)
(251,258)
(32,999)
(165,600)
-
(456,110)
(456,110)
-
(182,164)
(274,646)
(56,392)
-
(72,000)
(585,202)
(585,202)
-
Loss after income tax expense from discontinued operations
(456,110)
(585,202)
On 18 August 2020 the Company entered into a Binding term Sheet with Sunshine reclamation Pty Ltd regarding the
sale of the 100% owned subsidiary Broula King Joint Venture Pty Ltd.
On 18 October Sunshine Reclamation Pty Ltd executed the option to acquire BKJV. Subject to this date the NSW
government regulator indicated to the Company that BKJV was in breach of its environment obligations regard the
BKJV site that significant penalties were being considered. Further the regulators indicated and internal works by
the Company indicated that there was likely to be a significant increase in the Environmental Bond over the BKJV
ML 1617. This had a significant effect on the value of BKJV
As a result the Company and Sunshine renegotiated the terms of the sale of BKJV. On 18 December 2020 the
Company transfer the one share it owned in BKJV to Sunshine for a total sale price in the amount of $100,000 which
reflected a net loss of $165,600 in excess of expenses written off in the financial year of $290,510. The Company
had in previous periods made provisions for the amount recoverable on sale of BKJV.
As at 18 December 2020 Sunshine assumed all responsibility for any and all present or future environmental
liabilities of BKJV.
8.
TRADE AND OTHER RECEIVABLES
Current
Interest receivable
GST receivables
30 Jun 2021
30 Jun 2020
$
$
-
21,719
21,719
65,110
6,670
71,780
30
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
9.
NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
Mine equipment
Deposit on land
Security deposits
10.
TRADE AND OTHER PAYABLES
Trade payables
Payable to directors
Provision
Other payables and accruals
Total trade and other payables
Refer to note 16 for further information on financial instruments.
11. CURRENT BORROWINGS
Convertible notes payable
Unsecured loan from major shareholder
Unsecured loans from former Directors and officers
Closing balance
30 Jun 2021
30 Jun 2020
$
-
-
-
-
$
369,750
140,000
512,504
1,022,254
30 Jun 2021
30 Jun 2020
$
$
661,941
220,814
12,500
15,438
910,693
454,744
116,800
-
26,697
598,241
30 Jun 2021
30 Jun 2020
$
$
164,948
2,532,076
731,914
3,428,938
146,956
2,483,159
-
2,630,115
As at 30 June 2021 unsecured loan refers to $2,112,710 drawn down against a facility with a major shareholder
(2020: $2,112,710), with additional $419,366 of interest capitalised (2020: 370,449). In addition, interest payable
under this facility amounted to $239,783 by year end (2020: $370,449).
The convertible note has an interest rate of 8%, has a conversion price of 4 cents and matured on 24 April 2020. The
convertible note has a face value of $164,948 with an amount of $30,414 having been recognised in equity. The
Company entered an agreement with financier to postpone the maturity of the Notes until the Company could raise
further capital.
Both the Convertible Note and the Unsecured loan above were compromised on a 1 for 8 basis and converted to
shares as part of the IPO process in July 2021. ASIPAC were also issued 1,685,640 Options as part of the compromise
agreement.
The Unsecured loans from former Directors and officers were compromised on a 1 for 8 basis and converted to
equity as part of the IPO completed by the Company on 12 July 2021.
31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Shareholder loan
Total facility
Used at the reporting date
Available at the reporting date
12.
NON-CURRENT BORROWINGS
30 Jun 2021
30 Jun 2020
$
$
2,532,076
(2,532,076)
-
2,483,159
2,483,159
-
30 Jun 2021
30 Jun 2020
$
$
Unsecured loans from former Directors and officers
Closing balance
-
-
210,588
210,588
On 24 October 2018, the company entered into an agreement with former director Martin Janes in relation to
unpaid fees totalling $175,170. Under the agreement payment was deferred until 24 October 2019, or within 5 days
of the company raising $1,500,000 or more. Interest is payable at 12% per annum. The Company subsequently
negotiated an amendment to the terms of this agreement whereby the balance including interest has been
capitalised and was repayable on 30 September 2021. This Loan was reclassified as current for the 2021 Financial
year.
This loan formed part of the Unsecured loans from former Directors and officers which were compromised and
converted to equity as part of the restructure of the Company in July 2021.
13.
LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS CLASSIFIED AS HELD
FOR SALE
As disclosed in Note 2, liabilities relating to the consolidated entities Broula King project were in the 2020 Financial
Year classified as directly associated with assets classified as held for sale
Rehabilitation
30 Jun 2021
30 Jun 2020
$
-
-
$
572,000
572,000
Rehabilitation
The Company sold the BKJV subsidiary on 18 December 2020. As a result the Company no longer has any
responsibility for the rehabilitation at the BKJV mine site. The provision represented the value of estimated costs of
the remediation work that will be required to comply with the environmental and legal obligations. At the BKJV mine
site. The mine site was under care and maintenance for a number of years prior to its sale.
32
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out
below:
Rehabilitation
Balance at the beginning of the year
Increase in expected rehabilitation costs
Decrease as a result of the sale of BKJV,
Closing balance
14.
ISSUED CAPITAL
30 Jun 2021
30 Jun 2020
$
$
572,000
-
(572,000)
500,000
72,000
-
-
572,000
2021
2020
No. shares
No shares
2021
$
2020
$
Share capital
Opening
Consolidation of shares
Share Issue for cash
27,491,373
27,491,373
14,602,953
14,602,953
(24,054,759)
2,500,000
-
-
-
329,048
-
-
Ordinary shares fully paid
5,936,614
27,491,373
14,932,001
14,602,953
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company
in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par
value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
each share shall have one vote.
Capital risk management
The consolidated entity's objectives when managing capital are to safeguard its ability to continue as a going
concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an
optimum capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the consolidated entity may issue new shares in order to meets
its financing requirements.
The consolidated entity is subject to certain financing arrangements and meeting these are given priority in all
capital risk management decisions. There have been no events of default on the financing arrangements during the
financial year.
The capital risk management policy remains unchanged from the 30 June 2021 Annual Report.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is
calculated as total borrowings less cash and cash equivalents.
33
15.
RESERVES
Convertible note reserve
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
30 Jun 2021
30 Jun 2020
$
$
46,583
46,583
46,583
46,583
Convertible note reserve
The reserve is used to recognise the value of the equity portion of convertible notes.
16.
There were no dividends paid, recommended or declared during the current or previous financial year.
DIVIDENDS
FINANCIAL INSTRUMENTS
17.
Financial risk management objectives
The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency
risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management
program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
financial performance of the consolidated entity. The consolidated entity uses different methods to measure
different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate,
foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment
portfolios to determine market risk.
Risk management is carried out by the Board of Directors ('the Board'), which identifies, evaluates and hedges
financial risks within the consolidated entity's operating units where considered appropriate.
Market risk
Foreign currency risk
The consolidated entity is not subject to significant levels of foreign exchange risk in relation to its financial
instruments.
Price risk
The consolidated entity is not subject to significant levels of price risk in relation to its financial instruments.
Interest rate risk
The consolidated entity is not subject to significant levels of interest rate in relation to its financial instruments.
Credit risk
The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade
receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are
considered representative across all customers of the consolidated entity based on recent sales experience,
historical collection rates and forward-looking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this
include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make
contractual payments for a period greater than 1 year.
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit
information, confirming references and setting appropriate credit limits. The consolidated entity obtains guarantees
where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised
34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
financial assets is 119,656, (2020: $608,549). Of this, 97,937 (2020: $536,769) is held in bank deposits and are held
at financial institutions with a minimum AA credit rating. The consolidated entity does not hold any collateral.
Liquidity risk
Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash
and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and
payable.
The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing
facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial
assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument
liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the
earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal
cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying
amount in the statement of financial position.
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years Over 5 years
Remaining
contractual
maturities
2021
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Payable to directors
Payable to former Directors
Interest-bearing - fixed rate
Unsecured loan from major
shareholder
-
-
-
-
661,942
27,938
220,814
521,326
12.00%
2,532,076
Convertible notes payable
8.00%
164,948
Payable to former directors
12.00%
210,588
Total non-derivatives
4,339,631
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
661,942
27,938
220,814
521,326
2,532,076
164,948
210,588
4,339,631
35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years Over 5 years
Remaining
contractual
maturities
2020
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Payable to directors
-
-
-
454,744
26,697
143,497
Interest-bearing - fixed rate
Unsecured loan from major
shareholder
12.00%
2,483,159
Convertible notes payable
8.00%
167,417
-
-
-
-
-
Payable to former directors
12.00%
210,588
Total non-derivatives
3,275,514
210,588
-
-
-
-
-
-
-
-
-
-
-
-
-
-
454,744
26,697
143,497
2,483,159
167,417
210,588
3,486,102
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
KEY MANAGEMENT PERSONNEL DISCLOSURES
18.
Directors
The following persons were directors of Resource Base Limited during the financial year:
Shannon Green (appointed 1 June 2020)
Jamie Myers (appointed 1 June 2020)
Michael Kennedy (resigned 26 October 2020
John Lewis (appointed 26 October 2020)
Compensation
The aggregate compensation made to directors and other members of key management personnel of the
consolidated entity is set out below:
Short-term employee benefits
30 Jun 2021
30 Jun 2020
$
$
271,285
271,285
138,931
138,931
36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
REMUNERATION OF AUDITORS
19.
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners
and Elderton Pty Ltd the auditor of the company:
Audit services - RSM Australia Partners
Audit or review of the financial statements
Audit services – Elderton
Audit or review of the financial statements
Investigating Accountants Report
20. CONTINGENT LIABILITIES
Contingent liabilities
Bank guarantees
30 Jun 2021
30 Jun 2020
$
$
1,962
31,520
20,200
12,000
34,162
-
-
31,250
30 Jun 2021
30 Jun 2020
$
-
-
$
512,504
512,504
The Bank Guarantee related to rehabilitation costs held over the BKJV tenements which were transferred as a result
of the sale of BKJV Pty Ltd on 18 December 2020.
The consolidated entity had no other contingent liabilities at 30 June 2021 and 30 June 2020.
21. COMMITMENTS
Mining leases
Within one year
One year or later but no later than 5 years
Total exploration tenements payable
30 Jun 2021
30 Jun 2020
$
-
-
-
$
52,500
210,000
262,500
The Commitments related to the BKJV tenements which were transferred as a result of the sale of BKJV Pty Ltd on
18 December 2020. As a result the Group has no ongoing Commitments for exploration.
In order to maintain current rights of tenure to the mining lease the Company was required to outlay rentals and
meet minimum expenditure requirements of the State Mines Departments. Minimum expenditure commitments
were subject to renegotiation and with approval may otherwise be avoided by sale, farm out or relinquishment.
These obligations are not recorded in the financial statements.
The disclosed commitment in 2020 related to Mining Lease 1617 registered in the name of BKJV Pty Ltd. The lease
has been granted and will expire in March 2029. There is an annual commitment of $52,500 whilst the lease is in
37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
force. Whilst the mining operation were at an end the Company was still required to meet the minimum expenditure
requirements before the sale of BKJV. The Company transferred these obligations to Sunshine Reclamation Pty Ltd
pursuant to the sale of BKJV Pty Ltd.
RELATED PARTY TRANSACTIONS
22.
Parent entity
Resource Base Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 24.
Key management personnel
Disclosures relating to key management personnel are set out in note 18 and the remuneration report included in
the directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Payment for other expenses:
Finance expenses accrued on loan payable to Asipac Group
Pty Ltd (a major shareholder)
30 Jun 2021
30 Jun 2020
$
$
48,916
48,916
284,193
284,193
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Current payables:
Fees payable to Asipac Group Pty Ltd (a major shareholder)
Accrued director’s fees
Accrued Superannuation
30 Jun 2021
30 Jun 2020
$
-
220,813
15,438
236,251
$
50,739
116,800
-
167,539
No interest is payable by the consolidated entity in respect of these balances.
38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Current borrowings:
Loan payable to Asipac Group Pty Ltd (a major shareholder)
Convertible note payable to Asipac Group Pty Ltd
30 Jun 2021
30 Jun 2020
$
$
2,532,076
2,483,159
164,948
167,147
2,697,024
2,650,306
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
23.
Set out below is the supplementary information about the parent entity.
PARENT ENTITY INFORMATION
Statement of profit or loss and other comprehensive income
Statement of profit or loss and other comprehensive income
Profit/(loss) after income tax
Total comprehensive income / (loss)
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Net (liabilities) / assets
Equity
Issued capital
Convertible note reserve
Accumulated losses
30 Jun 2021
30 Jun 2020
$
$
(4,182,390)
(4,182,390)
(140,517)
(140,517)
119,656
119,656
3,595,603
4,327,517
742,197
742,197
557,080
767,668
(4,207,861)
(25,471)
14,932,001
14,602,953
46,583
46,583
(19,186,445)
(14,675,006)
(4,207,861)
(25,471)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2021 and 30 June 2020.
39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2021 and 30 June 2020, other than those disclosed in
note 19.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment at as 30 June 2021 and 30 June
2020.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note
1, except for, Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
INTERESTS IN SUBSIDIARIES
24.
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in
accordance with the accounting policy described in note 1:
Name
Principal place of business /
Country of incorporation
30 Jun 2021
30 Jun 2020
%
%
Broula King Joint Venture Pty Ltd
Australia
-
100%
The Company sold BKJV Pty Ltd on 18 December 2020 to Sunshine Reclamation Pty Ltd.
25.
EVENTS SUBSEQUENT TO REPORTING DATE
On 12 July 2021, Mr Paul Hissey was appointed as Non-Executive Director.
On 12 July 2021, the ASX admitted the Company to trade its shares on the ASX main board following the completion
of an over-subscribed initial public offer (IPO) which raised $5,500,000 pursuant to the Prospectus dated 7 May
2021.
The IPO and re-quotation on the ASX was a condition precedent of the agreement to acquire the Black Range Project
from Navarre Minerals Limited which was entered into on 16 February 2021.
Additionally, as part of the IPO the Company settled a range of debts with ASIPAC into 1,685,640 Shares and
1,685,640 Options and former Directors of the Company into 278,898 shares in the restructured company.
A total of 27,500,000 Shares were issued at a price of $0.20 per Share under the Offer, and a total of 10,154,538
Shares and 9,685,640 Options were issued upon settlement of the Offer pursuant to secondary offers and issues as
detailed in the Company’s Prospectus.
As a result, the completion of the IPO the Black Range Project was settled and the transfer of EL 4590 was completed
and lodged with the local authority.
On 27 September 2021, the Company announced the execution of a binding term sheet for the material acquisition
of five exploration licence applications over ground located within the Murray Basin across Victoria and South
Australia, totalling a significant package of 1,380km2 (collectively the Mitre Hill Project) with potential to be
prospective for ionic clay hosted Rare Earth Elements (REE).
The Company also announced firm commitments have been received to raise $1.2 million through the issue of six
(6) million shares at an issue price of $0.20 per share, being a 4.1% premium to the 14-day VWAP, to progress
exploration work as the Exploration Licence Applications are granted.
40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
On 28 September 2021, the Company announced it had appointed Mr Shannon Green as Executive Chairman and
CEO on a full time basis.
There have been no other transactions or events of a material and unusual nature likely, in the opinion of the
Directors of the Company, to significantly affect the operations of the Company, the results of those operations, or
the state of affairs of the Company in future financial years.
Information on likely developments in the operations of the consolidated entity and the expected results of
operations have not been included in this report because the directors believe it would be likely to result in
unreasonable prejudice to the consolidated entity.
26.
RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH USED IN
OPERATIONS
30 Jun 2021
30 Jun 2020
$
$
Loss after income tax expense for the year
(1,659,785)
(897,898)
Adjustments for:
Depreciation and amortisation
Accrued interest expense
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in other operating assets
Increase/(decrease) in trade and other payables
Increase in other provisions
Net cash used in operating activities
27.
EARNINGS PER SHARE
Earnings per share for loss from continuing operations
Loss after income tax attributable to the owners of
Resource Base Limited
Weighted average number of ordinary shares used in
calculating basic and diluted earnings per share
Basic loss per share
203
36,670
2,068
305,033
50,061
3,204
247,844
27,938
(1,293,865)
27,498
29,570
(148,887)
72,000
(610,616)
30 Jun 2021
30 Jun 2020
$
$
(1,203,675)
(312,696)
Number
Number
23,820,153
27,491,373
cents
(5.05)
cents
(1.137)
41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Diluted loss per share
(5.05)
(1.137)
Earnings per share for loss from discontinued operations
Loss after income tax attributable to the owners of
Resource Base Limited
Weighted average number of ordinary shares used in
calculating basic and diluted earnings per share
Basic loss per share
Diluted loss per share
Earnings per share for loss
Loss after income tax attributable to the owners of
Resource Base Limited
Weighted average number of ordinary shares used in
calculating basic and diluted earnings per share
Basic loss per share
Diluted loss per share
$
$
(456,110)
Number
(585,202)
Number
23,820,153
27,491,373
cents
(1.91)
(1.91)
cents
(2.129)
(2.129)
(1,659,785)
(897,898)
Number
Number
23,820,153
27,491,373
cents
(6.97)
(6.97)
cents
(3.266)
(3.266)
42
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2021
In accordance with a resolution of the Directors of Resource Base Limited, I state that:
(1)
In the opinion of the Directors:
(a) the financial statements and notes set out on pages 14 to 42 and the Directors’ Report are in
accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Company's financial position as at 30 June 2021 and of its
performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
(2)
(3)
The Directors draw attention to Note 2.2 to the financial statements, which includes a statement of
compliance with International Financial Reporting Standards.
The Directors have been given the declarations by the chief executive officer and chief financial
officer for the year ended 30 June 2021 required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Shannon Green | Executive Chairman & CEO
30 September 2021
43
ADDITIONAL ASX INFORMATION
FOR THE YEAR ENDED 30 JUNE 2021
Additional information required by ASX Listing Rules and not shown elsewhere in the report is set out below.
The information is current as of 31 August 2021.
CORPORATE GOVERNANCE
1.
Pursuant to the ASX Listing Rules, the Company’s Corporate Governance Statement will be released in
conjunction with this report. The Company’s Corporate Governance Statement is available on the Company’s
website at: https://resourcebase.com.au/about-us/corporate-governance/
SUBSTANTIAL SHAREHOLDERS
2.
The number of shares held by substantial shareholders and their associates who have provided the Company
with substantial shareholder notices are set out below:
Name of substantial shareholder
NAVARRE MINERALS LIMITED1
ASIPAC GROUP PTY LTD2
1. As lodged on 13 July 2021.
2. As lodged on 30 July 2021
Number of shares
Interest (%)
7,600,000
3,195,478
17.43
7.33
3.
The voting rights attached to each class of equity security are as follows:
VOTING RIGHTS
Ordinary Shares
Each Ordinary Share is entitled to one vote at all general meetings of the Company. Each shareholder entitled
to vote may vote in person or by proxy, attorney or representative or, if a determination has been made by the
Board in accordance with clause 13.35 of the Company’s constitution, by Direct Vote.
On a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder (or
where a Direct Vote has been lodged) shall, in respect of each fully paid Ordinary Share held, or in respect of
which they are appointed a proxy, attorney or representative, have one vote for the Share.
Options
There are no voting rights attached to any class of options on issue.
NON-MARKETABLE PARCELS
4.
As at 31 August 2021, based on the Company’s closing share price of $0.18, an unmarketable parcel comprised
2,778 fully paid ordinary shares. There were 391 holders holding less than a marketable parcel of shares, for a
total of 193,536 fully paid ordinary shares.
5.
Analysis of equity securities on issue and the number of holders by size of holding as at 31 August 2021:
EQUITY SECURITIES
Ordinary Shares
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
Number of
holders
326
88
77
276
70
837
Number of
securities
85,355
192,913
679,839
12,295,616
20,693,862
33,947,585
%
0.25
0.57
2.00
36.22
60.96
100.00
47
ADDITIONAL ASX INFORMATION
FOR THE YEAR ENDED 30 JUNE 2021
Unlisted options exercisable at $0.20 on or before 5 July 2026
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
Unlisted options exercisable at $0.25 on or before 5 July 2024
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
Number of
holders
-
-
-
-
6
6
Number of
holders
-
-
-
6
4
10
Number of
securities
-
-
-
-
7,185,640
7,185,640
Number of
securities
-
-
-
340,000
2,160,000
2,500,000
%
-
-
-
-
100.00
100.00
%
-
-
-
13.60
86.40
100.00
UNQUOTED EQUITY SECURITY HOLDERS
6.
As at 31 August 2021 the following classes of unquoted securities had holders with equal to or more than 20%
of that class on issue:
Unlisted options exercisable at $0.20 on or before 5 July 2026
ASIPAC GROUP PTY LTD
MOLO CAPITAL PTY LTD
JOANNE GREEN
Unlisted options exercisable at $0.25 on or before 5 July 2024
CANDOUR ADVISORY PTY LTD
IRX ENTERPRISES PTY LTD
Interest (%)
23.46
20.87
20.87
Interest (%)
57.60
20.00
48
ADDITIONAL ASX INFORMATION
FOR THE YEAR ENDED 30 JUNE 2021
7.
The twenty largest holders of ordinary fully paid shares at 31 August 2021 are set out below:
TWENTY LARGEST SHAREHOLDERS
Name
NAVARRE MINERALS LIMITED
ASIPAC GROUP PTY LTD
ASIPAC GROUP PTY LTD
MR ADRIAN ALEXANDER VENUTI
ALLEKIAN EXCHANGE PTY LTD
BNP PARIBAS NOMS PTY LTD
SCINTILLA STRATEGIC INVESTMENTS LIMITED
SAILORS OF SAMUI PTY LTD
ACTIVATED LOGIC PTY LIMITED
CERTANE CT PTY LTD
LUO QI PTY LTD
OLI PRIVATE INVESTMENT PTY LTD
CALAMA HOLDINGS PTY LTD
SYMINGTON PTY LTD
1215 CAPITAL PTY LTD
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16 MR DIRK CHARLES HAWKER VAN DISSEL
17
AKJ SUPER PTY LTD
18 MVK PTY LTD
19
20
SYRACUSE CAPITAL PTY LTD
BIG OAT PTY LTD
Number of
ordinary
shares
held
7,600,000
1,685,640
1,509,838
1,235,000
1,000,000
925,000
700,000
600,000
590,000
500,000
500,000
465,000
400,000
375,000
375,000
350,000
300,000
300,000
300,000
278,364
Total 19,988,842
%IC
17.43
3.87
3.46
2.83
2.29
2.12
1.61
1.38
1.35
1.15
1.15
1.07
0.92
0.86
0.86
0.80
0.69
0.69
0.69
0.64
45.86
8.
RESTRICTED SECURITIES
Set out below are the classes of securities currently subject to restriction:
Class of Restricted Securities
Ordinary Shares subject to 12-month escrow from the date of issue
Ordinary Shares subject to 12-month escrow from the date of issue
End of
Restriction
Period
01/05/2022
05/07/2022
Number
750,014
278,898
Ordinary Shares subject to 24-month escrow from the date of quotation
Options exercisable at $0.20 on or before 5 July 2026 subject to 24-month
escrow from the date of quotation
Options exercisable at $0.25 on or before 5 July 2024 subject to 24-month
escrow from the date of quotation
12/07/2023
8,614,655
12/07/2023
7,185,640
12/07/2023
2,500,000
9.
There is no current on-market buy-back.
ON-MARKET BUY-BACK
USE OF FUNDS
10.
The Company confirms that since admission to the ASX on 8 July 2021, it has used its cash and assets in a form
convertible to cash that it had at the time of admission in a way consistent with its business objectives.
49
ADDITIONAL ASX INFORMATION
FOR THE YEAR ENDED 30 JUNE 2021
11. MINING TENEMENT INTERESTS
Current interests in tenements held by RBX and its subsidiaries at 31 August 2021 are listed below:
Location
Victoria
Tenement
EL - 4590
Interest
100 %
EL 4590 was acquired after the year end by the Company pursuant to the agreement with Navarre Minerals
Limited. A transfer of the licence has been lodged with the authorities and the Company will be registered as
the owner of the licence in due course.
50