ANNUAL REPORT 2022
RESOURCE MINING
CORPORATION LIMITED
ABN 97 008 045 083
TABLE OF CONTENTS
Corporate Directory ...................................................................................................................................... 1
Chairman’s Letter ......................................................................................................................................... 2
Directors’ Report ........................................................................................................................................... 3
Financial Statements .................................................................................................................................. 18
Notes to the Consolidated Financial Statements ....................................................................................... 22
Directors’ Declaration ................................................................................................................................. 43
Independent Auditor’s Report to the Members........................................................................................... 44
Independent Auditor’s Independence Declaration ..................................................................................... 48
Additional Information ................................................................................................................................. 49
RMC ANNUAL REPORT 2022
CORPORATE DIRECTORY
ABN
Directors
97 008 045 083
Asimwe Kabunga (Executive Chairman and Executive Director)
Trevor Matthews (Non-Executive Director)
David Round (Non-Executive Director)
Noel O’Brien (Non-Executive Director)
Company Secretaries
Deborah Ho
Registered Office
Principal Place of Business
Ground Floor
16 Ord Street
WEST PERTH, WESTERN AUSTRALIA 6005
Ground Floor
16 Ord Street
WEST PERTH, WESTERN AUSTRALIA 6005
Share Registry
Auditor
Bankers
Securities Exchange Listing
Telephone: +61 8 9482 0500
Website: www.resmin.com.au
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
PERTH, WESTERN AUSTRALIA 6000
Telephone
Within Australia: 1300 850 505
Outside Australia: +61 3 9415 4000
www.investorcentre.com/contact
BDO Audit (WA) Pty Ltd
Level 9
Mia Yellagonga Tower 2
5 Spring Street
PERTH, WESTERN AUSTRALIA 6000
Telephone: +61 8 6382 4600
Facsimile: +61 8 6382 4601
Westpac Bank
116 James Street
NORTHBRIDGE, WESTERN AUSTRALIA 6000
Resource Mining Corporation Limited shares
are listed on the Australian Securities Exchange
(Home Exchange – Perth)
ASX Code: Shares RMI
RMC ANNUAL REPORT 2022
1
CHAIRMAN’S LETTER
Dear Shareholders,
On behalf of the Board of Directors, it is with pleasure that I present to you Resource Mining Corporation Limited’s
(RMC or Company) Annual Report for the year ended 30 June 2022.
This has been a transformative year for RMC with the divestment of the Wowo Gap Nickel Laterite Project in PNG
completed, and a shift in focus towards Nickel, Cobalt, and Lithium projects including the Kabulanywele Nickel
Project – majority owned by the Company – and announced acquisitions of futher projects in both Tanzania and
Finland at varying stages of progression.
Milestones we have achieved over the past twelve months include:
• Completion of the Wowo Gap Project divestment in October 2021;
•
Initial exploration at Kabulanywele Nickel Project resulting in soil and rock samples delineating a Ni and Co
anomaly with a strike length of 2km coincident with a historically mapped Ni laterite deposit – with rock chip
and soil samples returning a maximum value of 1.27% Ni 0.85% Ni respectively;
• Reaching agreements with major debtholders to eliminate all debt in the Company – for the first time in
many years (subject to shareholder approval);
• Commencing the process of seeking shareholder approval for the acquisition of the Massive Nickel project
portfolio – including a number of prospecting licences in Tanzania which complement the Company’s
Kabulanywele Nickel Project;
• Commencing maiden drilling at our Kabulanywele Nickel Project with assay results due to be received in the
coming month;
• Securing an exclusive option and conducting due diligence on a further acquisition of Nickel and Lithium
projects in Finland – in one of Europe’s most prospective regions.
Although there have been a number of changes to the composition of your Board, the Board and Management Team
that I lead today is well placed and highly motivated to further realise the value of our current and future asset
portfolio.
From a capital management perspective, we are in a strong position having finally secured agreements to become
debt free (subject to shareholder approval) and have received strong support from new and existing investors in
recent equity capital raising activities, totalling $2.32 million in the past 12 months. We are also pleased to see a total
comprehensive profit for the year, predominantly due to the sale of the Company’s Wowo Gap Project in Papua New
Guinea.
Your Board is looking forward to the exciting few months to come as we further expand our footprint in Tanzania and
grow our portfolio of attractive high quality projects globally.
Yours sincerely
Asimwe Kabunga
Chairman
RMC ANNUAL REPORT 2022
2
DIRECTORS’ REPORT
Your Directors present their report for the financial year ended 30 June 2022.
DIRECTORS
The following persons were Directors of Resource Mining Corporation Limited during the whole of the financial year
and up to the date of this report, unless otherwise stated:
Asimwe Kabunga
Trevor Matthews
David Round
Noel O’Brien
William Mackenzie
Warwick Davies
Jason Livingstone
Zhang Chi
PRINCIPAL ACTIVITIES
Chairman and Director (Executive)
(Executive)
Director (Non-Executive)
Director (Non-Executive)
Technical Director (Non-Executive)
Chairman (Non-Executive)
Managing Director (Executive Director)
Director (Non-Executive)
Director (Non-Executive)
Appointed Director 9 May 2022 and
Chairman 16 June 2022
Appointed 22 November 2021
Appointed 23 March 2022
Appointed 20 June 2022
Resigned 4 April 2022
Resigned 23 March 2022
Resigned 20 June 2022
Resigned 22 November 2021
The principal activity of the Group during the year was mineral exploration in Tanzania.
Summary of Financial Position, Asset Transactions and Corporate Activities
A summary of key financial indicators for the Group, with prior period comparison, is set out in the following table:
Cash and cash equivalents held at year end
Net profit/(loss) for the year after tax
Included in profit/loss for the year:
Finance gain – fair value adjustment of loans
Finance costs – implicit interest on fair value adjustment of loans
Exploration costs
Exploration acquisition costs
Basic earnings/(loss) per share (cents) from continuing operations
Net cash (used in) operating activities
Net cash (used in) investing activities
Net cash from financing activities
During the year:
Year
30 June 2022
$
1,728,598
2,913,126
Year
30 June 2021
$
43,060
(744,820)
-
(319,174)
(574,324)
-
0.75
(555,420)
(34,321)
2,282,659
650,125
(419,884)
(219,417)
(474,025)
(0.24)
(303,655)
-
307,822
•
•
•
•
In August 2021 there was a divestment of the Wowo gap project. RMI’s subsidiary, Resource Exploration Pty Ltd
(REX) signed a binding but conditional Share Purchase Agreement with Regency Mines Australasia Pty Ltd to
sell 100% of the issued share capital in REX’s subsidiary, Niugini Nickel Pty Ltd (NN). NN owns 100% of the
Wowo Gap Nickel Laterite Project in Papua New Guinea. Regency Mines Australasia Pty Ltd is a wholly owned
subsidiary of Corcel plc. As consideration for the sale, Corcel plc is releasing all liabilities and obligation in
connection with its AUD4,761,087 of loans owing by RMI.
In December 2021 RMI successfully raised $500,000 before costs, from a share placement to fund preparation
work for exploration programs for the 2022 field season at the Kabulwanyele Nickel Project in Tanzania. Funds
used for debt servicing and working capital.
In May 2022 RMI made a share placement to raise $0.62million before costs for a new sophisticated investor. The
funds raised are to advance the next phase of exploration activities at the Kabulanywele Nickel Project in
Tanzania, complete the acquisition of MNPL and its Tanzanian nickel projects, and general working capital.
In June 2022 the Company entered into an exclusive option to acquire one Nickel and two Lithium projects in
Finland. The option deed has a four month option term with due diligence and final negotiations to occur during
term. The Company issued 2.5million shares for the exclusive option.
RMC ANNUAL REPORT 2022
3
DIRECTORS’ REPORT (continued)
• Also in June 2022, the Company completed a $1.2million (before costs) share placement for an existing
shareholder and new sophisticated investors. The funds raised will be used for the due diligence program for
Nickel and Lithium projects in Finland and for general working capital. The Company also commenced its maiden
1,000m RC drilling program at its Kabulwanyele Nickel Project in Tanzania.
•
In September 2022, the Company obtained shareholder approval to acquire 100% of the issued capital of Massive
Nickel Pty Ltd which indirectly holds a quality portfolio of Tanzanian nickel exploration assets. MNPL holds 99%
of the issued capital of Massive Nickel Tanzania Limited (MNTL). MNTL holds a 100% interest in prospecting
licences that are granted or in application, that complement the Company’s existing Kabulanywele Nickel Project.
Consideration for the acquisition will be the issue of 75 million RMI shares and the grant of a net smelter return
royalty.
REVIEW OF OPERATIONS
Kabulanywele Nickel Project
The Kabulanywele Nickel Projectis located in the Mpanda District of Tanzania, approximately 35km from the eastern
shore of Lake Tanganyika, with the area forming part of the western limb of the East African Rift systems.
In 2021, the Company conducted a sampling program that included a systematic collection of 254 soil samples and
19 rock chip samples from all tenements at the Project.
This program delivered highly encouraging nickel and cobalt results and delineated a Nickel-Cobalt anomaly with a
strike length of 2km as illustrated in Figure 1, which is broadly coincident with a historically mapped nickel laterite. All
samples collected from this anomaly returned grades equal to, or exceeding, 500ppm Ni and 200ppm Co, with
grades of up to 1.27% Ni tested in a rock sample, and up to 0.85% Ni in soils .
Figure 1: Nickel assay results for soil and rock samples at the Kabulwanyele Nickel Project.1
1 Please refer to ASX Announcement dated 18 November 2021 titled “Kabulwanyele Nickel Deposit – Encouraging Nickel and Cobalt
Assay Results Received.”
RMC ANNUAL REPORT 2022
4
DIRECTORS’ REPORT (continued)
Kabulwanyele is a lateritic occurrence overlying a mafic-ultramafic layered intrusion. The nature of the mineralisation
present confirms the potential for both a possible lateritic nickel zone as well as an underlying nickel-enriched source
within the serpentinite. Evidence for sulphide mineralization is supported by gossan-type box work structures seen
within the serpentinite rock units (See Figure 2 below) and further field mapping will be used to define the extent of
this gossanic feature.
Figure 2: Ferruginous silicious boulder with boxwork structures within the serpentinite unit
Following the highly encouraging findings from the 2021 field season, the Company announced a maiden drill
program on a systematic grid of 200m by 800m. The drill program aimed at testing for the presence of massive
sulphides underlying the laterite cover, increasing the geological understanding of the area.
This drilling program completed in July 2022 and comprised 19 drilled holes for a total of 799m.
Geological logging of the RC chips has identified a lateritic profile comprising intercepts of ferruginous layers, highly
weathered rocks (saprolite) and saprolitic rocks. The thickness of the ferruginous layer combined with saprolite layers
ranges between 5 to 50m. Most of the holes ended in fresh rocks. The drill holes to the north have generally not
ended in fresh rock due to groundwater inundation that the RC rig is unable to clear through increased air pressure –
so those holes have ended predominantly in saprock.
The samples collected from the drilling program have been dispatched to Nesch Mintek Mwanza for preparation
before being shipped to the ALS Chemex South Africa for analysis. The assay results are expected soon.
A gravity survey program has been proposed to assess the potential for a deeply buried mafic-ulframafic intrusive
that may have been altered to form the identified nickel laterite anomalies. The generated gravity targets will then be
followed up by a ground Electromagnetic (EM) survey. An EM survey will help identify any conducting sulphide layers
that may exist at depth. Any combination of targets identified by Gravity and EM would then be tested using deeper
diamond drilling.
RMC ANNUAL REPORT 2022
5
DIRECTORS’ REPORT (continued)
Figure 3: Map showing the completed drilling program over previous mapping and sampling.
Massive Nickel Project Portfolio Proposed Acquisition
In May 2022, the Company conditionally agreed to acquire 100% of the issued capital of Massive Nickel Pty Ltd
which indirectly holds a quality portfolio of Tanzanian nickel exploration assets comprising:
•
•
•
the Kabanga North Nickel Project: along strike from Kabanga Nickel’s ‘Kabanga Project’ which is host to a
total mineral resource of 58mt @ 2.62% Ni (prevailing in-situ nickel equivalent grade is 3.14% including
cobalt and copper)2;
the Kapalagula Nickel Project: complementing the Company’s existing Kabulwanyele Nickel Project with
ultramafic lithologies noted to host Nickel, along with platinum group elements and copper mineralisation3;
the Southern Projects: including Mbinga, Liparamba and Kitai which all host ultramafic lithologies over
considerable strike lengths with noted Nickel anomalism confirmed4.
The Company held a General Meeting on 29 September 2022 where a resolution was passed by shareholders on a
poll to approve the acquisition of Massive Nickel Pty Ltd.
2 Refer to the Company’s ASX Announcement dated 9 May 2022 and must be read in conjunction with the Competent Persons
Statement at the end of that announcement.
3 Refer to the Company’s ASX Announcement dated 9 May 2022 and must be read in conjunction with the Competent Persons
Statement at the end of that announcement.
4 Refer to the Company’s ASX Announcement dated 9 May 2022 and must be read in conjunction with the Competent Persons
Statement at the end of that announcement.
RMC ANNUAL REPORT 2022
6
DIRECTORS’ REPORT (continued)
Figure 4: RMC Nickel Project and Proposed ‘Massive Nickel’ Acquisition Target Projects
Finland Nickel and Lithium Projects – Exclusive Option
In June 2022, the Company secured an exclusive option to acquire a portfolio of Nickel and Lithium projects in
Finland, and has since commenced an extensive due diligence process to assess the prospectivity of these projects.
This due diligence exercise included the commissioning of a report from Skapto reviewing historical data purchased
from the Geological Survey of Finland (GTK).
The portfolio comprises5:
• Ruossakero (Nickel): The Ruossakero Ni Project (named after the deposit it contains) is 283.72km² in size
and is situated on the north western edge of Finland, near the Swedish border. The Ruossakero NiS
deposits are hosted by Archean aged komatiitic ultramafic bodies and are considered to be of the ‘Contact-
type’ Ni-Cu-PGE mineralisation. The largest of the occurrences is 4 km in length and 0.1 to 1.5 km in width.
The thickness is at least 400 m. The Ruossakero Ni occurrence is at the basal contact zone of an NW-
trending komatiitic cumulate sequence. Historic intersections include 14m @ 1.03% Ni (Ruossakero, Hole
ID M183483R404).
5 Refer to the Company’s ASX Announcement dated 9 May 2022 and must be read in conjunction with the Competent Persons
Statement at the end of that announcement.
RMC ANNUAL REPORT 2022
7
DIRECTORS’ REPORT (continued)
• Hirvikallio (Lithium): The Hirvikallio Lithium reservation is located in the Somero-Tammela area, Southern
Finland. The Finnish Geological Survey GTK considers it one of the most promising lithium pegmatite
provinces in Finland. It is within a geological setting that has known Li bearing pegmatites and does support
significant more opportunity for discovery. Historic intersections include 5m @ 2.30% Li2O (Hirvikallio, Hole
ID M202458R1).
• Kola (Lithium): The Kola Lithium reservation is located in the Kaustinen district. The geology of the Keliber
Oy lithium project extends into the Kola reservation. According to GTK data, abundant spodumene-
containing pegmatite boulders were observed in the reservation area, especially directly south of the major
Syväjärvi and Rapasaari deposits of Keliber.
The Company has an exclusive option to acquire these projects until 15 November 2022 and expects to make a
decision as to its intentions and negotiate terms with the Vendors following further due diligence over the coming weeks.
PARTICULARS OF DIRECTORS AND COMPANY SECRETARY
Asimwe Kabunga
Chairman and Director (Executive)
Qualifications: Bachelor of Science, Mathematics and Physics
Term: Executive Director since 9 May 2022 and Executive Chairman since 16 June 2022
Experience: Mr Kabunga is a Tanzanian-born Australian entrepreneur with extensive technical and commercial
experience in Tanzania, Australia, the United Kingdom and the United States. Mr Kabunga has extensive experience
in the mining industry, logistics, land access, tenure negotiation and acquisition, as well as a developer of technology
businesses. Mr Kabunga has been instrumental in establishing the Tanzanian Community of Western Australia Inc.,
and served as its first President. He was also a founding member of Rafiki Surgical Missions and Safina Foundation,
both NGO’s dedicated to helping children in Tanzania.
Interest in Shares and Options in Resource Mining Corporation Limited: 56,965,053 ordinary shares held directly and
15,200,000 ordinary shares held by related parties.
Special Responsibilities: Mr Kabunga is Executive Chairman and Director.
Directorships held in other listed entities current or last 3 years: Current Non-Executive Chairman of Volt Resources
Limited, and Executive Chairman of Lindian Resources Limited.
Trevor Matthews
Director (Non-Executive)
Qualifications: Bachelor of Commerce Degree, Post-Graduate Diploma in Applied Finance and Investment
Term: Chairman and Director since 22 November 2021
Experience: Mr Matthews has an accounting and finance background with over 35 years’ experience in the Resources
industry, including roles with diversified resources companies North and WMC Resources in executive-level positions.
His current role is Managing Director for Volt Resources Limited, and Executive Chairman of Victory Goldfields
Limited. Previous roles included Managing Director for MZI Resources (2012-16) and Murchison Metals (2005-12).
During his career, Trevor has gained considerable experience managing many nascent greenfields resource projects
through to production. Consequently, he has extensive executive management experience of feasibility studies, project
planning/development, coordination and leveraging capital markets effectively to secure the appropriate mix of
debt/equity funding, to successfully develop a mining project.
Interest in Shares and Options in Resource Mining Corporation Limited: Nil.
Special Responsibilities: Mr Matthews is a Non-Executive Director.
Directorships held in other listed entities current or last 3 years: Current Managing Director for Volt Resources Limited,
and current Executive Chairman of Victory Goldfields Limited.
RMC ANNUAL REPORT 2022
8
DIRECTORS’ REPORT (continued)
David Round
Director (Non-Executive)
Qualifications: Chartered Accountant, MBA
Term: Director since 23 March 2022
Experience: Mr Round is an experienced finance professional with nickel and graphite operational experience within
Africa and internationally. He is a qualified accountant and holder of an MBA and is currently an Executive Director of
BlackEarth Minerals NL and previously Head of Finance, Sales and Marketing at Australian graphite producer, Bass
Metals Ltd where he led a large team in the development of a successful mine operation with supplies of critical minerals
worldwide. Prior roles held by Mr. Round include CFO of Nickel producer, Albidon Ltd, and Ironbark Zinc Ltd and
formerly a senior executive at Ernst & Young and KPMG (London)
Interest in Shares and Options in Resource Mining Corporation Limited: Nil.
Special Responsibilities: Mr Round is a Non-Executive Director.
Directorships held in other listed entities current or last 3 years: Current Executive Director of BlackEarth Minerals NL.
Noel O’Brien
Technical Director (Non-Executive)
Qualifications: Bachelor’s degree in Metallurgical Engineering from the University of Melbourne, an MBA from the
University of the Witwatersrand and is a Fellow of the AusIMM.
Term: Director since 20 June 2022
Experience: Mr O’Brien is a metallurgist with wide international and corporate experience. After a career spanning 40
years in Australia and Africa he established Trinol Pty Ltd, a Perth based consultancy, to provide process and project
development services over a broad range of commodities. Mr O’Brien has been actively involved with projects
containing manganese, iron ore, gold, base metals, and battery metals including lithium, graphite and cobalt.
He has served on the board of a number of ASX listed companies over the past 9 years and is currently a technical
advisor to several listed companies with early to advanced stage projects.
Interest in Shares and Options in Resource Mining Corporation Limited: Nil.
Special Responsibilities: Mr O’Brien is a Non-Executive Director.
Directorships held in other listed entities current or last 3 years: Current Independent Non-Executive Director of Galileo
Mining Limited. Previously Non-Executive Director of Mali Lithium from 1 December 2017 to 6 April 2020 and Metals
Tech Limited from 17 June 2019 to 6 July 2020.
William (Bill) Mackenzie
Chairman (Non-Executive)
Qualifications: Bachelor of Engineering (Mining); MBA; M AusIMM
Term: Chairman and Director from 19 December 2008 to 4 April 2022
Experience: Mr Mackenzie is a mining engineer with over 40 years of experience in the resources sector with
involvement in the assessment, development and operation of mineral projects both within Australia and overseas. Mr
Mackenzie's experience has included direct operating, senior project management and executive roles with
responsibility for business development, project and business unit management of various Australian and offshore
ventures and from 2001 was Principal of a consulting group that provided specialised, independent technical and
commercial advice to boards, banks and investors involved in the development of resources, energy and infrastructure
projects worldwide. He served as a non-executive Director of ASX listed OM Holdings Limited from 2005 till 2007 and
as Managing Director of a privately owned diversified Australian resource development company from 2007 till 2013.
Since 2015, he has been a director of an Australian subsidiary of a privately owned international investment group.
Interest in Shares and Options in Resource Mining Corporation Limited: 4,000,000 ordinary shares
Special Responsibilities: Mr Mackenzie was a Non-Executive Chairman.
Directorships held in other listed entities current or last 3 years: None.
RMC ANNUAL REPORT 2022
9
DIRECTORS’ REPORT (continued)
Warwick Davies
Managing Director
Qualifications: Bachelor of Arts (Economics) and has a Certificate of Chemistry.
Term: Director from 12 August 2004 to 23 March 2022.
Experience: Mr Davies has over fifty years’ industry experience in the mining, exploration and manufacturing industries.
He has held a variety of leadership roles in both technical and commercial positions during his extensive career with
BHP, Hamersley Iron, Robe River Mining Co and RMC.
As an independent mining industry consultant since 2001, Mr Davies has worked on a wide variety of assignments
initially in the Iron Ore Industry and more recently in the Non-Ferrous industry with specific emphasis on China. He
brings to the Company, considerable practical and international experience, a strong technical background and an
extensive potential customer contact network. Over the past 10 years, Mr Davies has developed detailed knowledge
of the conduct of business in Papua New Guinea as well as the Nickel and emerging Battery Minerals industry.
Interest in Shares and Options in Resource Mining Corporation Limited: 1,679,437 ordinary shares held directly and
2,655,945 ordinary shares held by related parties.
Special Responsibilities: Mr Davies was responsible for the day-to-day operations of the Group and in particular
Metallurgy, Marketing and Infrastructure.
Directorships held in other listed entities current or last 3 years: Fenix Resources Limited.
Jason Livingstone
Director (Non-Executive)
Qualifications: Member of the Australian Institute of Geoscientists, BSc Mineral Exploration and Mining Geology
Term: Director from 4 April 2022 to 20 June 2022.
Experience: Mr Livingstone commenced his career in Kalgoorlie over 20 years ago. He is a graduate of the WA School
of Mines BSc Mineral Exploration and Mining Geology, as well as the Curtin Graduate School of Business MBA and
the Australian Institute of Company Directors, Company Directors Course. Mr Livingstone has worked in Australia,
Africa, China and Panama, including managing exploration and resource definition programs in Tanzania. His
commodity experience includes gold, copper, nickel, lead, zinc, iron ore, graphite and vanadium.
Interest in Shares and Options in Resource Mining Corporation Limited: Nil.
Special Responsibilities: Mr Livingstone was a Non-Executive Director.
Directorships held in other listed entities current or last 3 years: Current Executive Director of Metalicity Limited.
Zhang Chi (Andy)
Director (Non-Executive)
Qualifications: Mr Zhang has an economics degree from Renmin University in China.
Term: Director from April 2006 to 22 November 2021
Experience: Mr Zhang is Managing Director of Sinom (Hong Kong) Limited and has very extensive experience in the
Iron and Steel Industry in China. Prior to becoming involved in Sinom (Hong Kong) Limited, Mr Zhang held several
positions with the BaoSteel Group, (China’s largest steel maker).
Interest in Shares and Options in Resource Mining Corporation Limited: Nil.
Special Responsibilities: Mr Zhang was a Non-Executive Director.
Directorships held in other listed entities current or last 3 years: None
RMC ANNUAL REPORT 2022
10
DIRECTORS’ REPORT (continued)
Deborah Ho
Company Secretary
Qualifications: AGIA
Term: Company Secretary appointed 21 March 2022
Experience: Ms Deborah Ho is employed by Ventnor Capital Pty Ltd and acts as Company Secretary to several other
ASX listed and private companies. Ms Ho is an Associate Member of the Governance Institute of Australia and has
over seven years of experience in company secretarial, corporate compliance and financial accounting matters.
Amanda Sparks
Company Secretary (Resigned 21 March 2022)
Qualifications: B.Bus, CA, F.Fin
Term: Company Secretary from August 2016 to 21 March 2022
Experience: Ms Amanda Sparks is a Chartered Accountant with over 30 years of resources related financial
experience, both with explorers and producers. Ms Sparks has extensive experience in financial management,
corporate governance and compliance for listed companies.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company’s Directors held during the year ended
30 June 2022, and the number of meetings attended by each Director.
Asimwe Kabunga
Trevor Matthews
David Round
Noel O’Brien
Warwick Davies
William Mackenzie
Zhang Chi
Jason Livingstone
Board Meetings
Number
eligible to
attend
-
4
4
-
3
3
2
3
Number
attended
-
4
3
-
3
3
-
3
During the year, the Board held various discussions via phone calls and informal meetings, rather than formal Board
meetings. In addition, circular resolutions were used to resolve important matters.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Group intends to continue its exploration activities with a view to the commencement of mining operations when
practical. Refer to the Subsequent Events section in this Director’s Report.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors, there were no significant changes in the state of affairs of the Group that occurred during
the financial year under review not otherwise disclosed in this report or in the consolidated accounts.
DIVIDENDS
No dividends were paid or declared during the year. The Directors do not recommend payment of a dividend.
ENVIRONMENTAL REGULATIONS
The Group has conducted exploration activities on its mineral tenement. The right to conduct these activities is granted
subject to environmental conditions and requirements. The Group aims to ensure a high standard of environmental
care is achieved and, as a minimum, to comply with relevant environmental regulations. There have been no known
breaches of any of the environmental conditions.
RMC ANNUAL REPORT 2022
11
DIRECTORS’ REPORT (continued)
OPERATING AND FINANCIAL REVIEW
SHARE OPTIONS
As at the date of this report, the following unlisted options over unissued ordinary shares in the Resource Mining
Corporation Limited have been issued.
Number of
Options
Option Exercise
Price A$
Option Expiry
2,000,000
8,000,000
5,000,000
$0.08
$0.10
$0.15
20/05/2025
25/05/2025
22/06/2025
REMUNERATION REPORT (Audited)
The Directors present the 2022 Remuneration Report, outlining key aspects of Resource Mining Corporation’s
remuneration policy and framework, together with remuneration awarded this year.
The report is structured as follows:
A. Key management personnel (KMP) covered in this report
B. Remuneration policy, link to performance and elements of remuneration
C. Contractual arrangements of KMP remuneration
D. Remuneration of key management personnel
E. Equity holdings and movements during the year
F. Other transactions with key management personnel
G. Use of remuneration consultants
H. Voting of shareholders at last year’s annual general meeting
A. KEY MANAGEMENT PERSONNEL (KMP) COVERED IN THIS REPORT
For the purposes of this report key management personnel of the Group are defined as those persons having authority
and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including
any Director (whether Executive or otherwise).
Key Management Personnel during the Year
Non-Executive Directors
Trevor Matthews
David Round
Noel O’Brien
William Mackenzie
Zhang Chi
Jason Livingstone
Executive Directors
Asimwe Kabunga
Warwick Davies
–
–
–
–
–
–
–
–
Non-Executive Director (from 22 November 2021)
Non-Executive Director (from 23 March 2022)
Non-Executive Director (from 20 June 2022)
Non-Executive Chairman (until 4 April 2022)
Non-Executive Director (until 22 November 2021)
Non-Executive Director (from 4 April 2022 until 20 June 2022)
Executive Director and Chairman (from 9 May 2022)
Managing Director (until 23 March 2022)
B. REMUNERATION POLICY, LINK TO PERFORMANCE AND ELEMENTS OF REMUNERATION
The Board’s policy is to remunerate Directors, officers and employees at market rates for companies of similar size and
industry, for time, commitment and responsibilities. The Board determines payment to the Directors and reviews their
remuneration as required, based on market practice, duties and accountability. Independent external advice is sought
when required. The maximum aggregate amount of Directors’ fees that can be paid is subject to approval by
shareholders in general meeting, from time to time. Fees for Non-Executive Directors are not linked to the performance
of the Group. However, to align Directors’ interests with shareholders’ interests, the Directors are encouraged to hold
securities in the Company.
RMC ANNUAL REPORT 2022
12
DIRECTORS’ REPORT (continued)
The remuneration of Non-Executive Directors is set by reference to payments made by other companies of similar size
and industry, and by reference to the Director’s skills and experience, and for the Reporting Period included a
consideration of the financial restrictions in place on the Company.
Remuneration policy and framework
The Company's policy on remuneration clearly distinguishes the structure of Non-Executive Directors’ remuneration
from that of executive Directors and senior executives. Given the financial restrictions placed on it, the Company may
consider it appropriate to issue unlisted options to Non-Executive Directors, subject to obtaining the relevant approvals.
The Remuneration Policy is subject to annual review.
The maximum aggregate amount of fees (including superannuation payments) that can be paid to Non-Executive
Directors is subject to approval by shareholders at general meeting. The maximum aggregate Directors' fees payable
to non-executive Directors is $250,000 per annum as approved by the shareholders at the 2020 AGM on 11 December
2020 (stated in section 14.8 of the constitution adopted at that meeting).
Executive pay and rewards may consist of a base salary and performance incentives. Long term performance
incentives may include options granted at the discretion of the Board and subject to obtaining the relevant approvals.
The grant of options, when made, are designed to recognise and reward efforts as well as to provide additional incentive
and may be subject to the successful completion of performance hurdles. Executives are offered a competitive level of
base pay at market rates (for comparable companies) and are reviewed to ensure market competitiveness.
There are no termination or retirement benefits for Non-Executive Directors (other than superannuation).
Relationship between remuneration and the Group’s performance
The Company does not pay any performance-based component of salaries.
C. CONTRACTUAL ARRANGEMENTS OF KMP REMUNERATION
On appointment to the board, all non-executive directors enter into a service agreement with the Company in the form
of a letter of appointment. The letter summarises the board policies and terms, including compensation, relevant to the
office of director. Remuneration and other terms of employment for the executive directors and the other key
management personnel are formalised in service agreements.
Executive Directors
Mr Asimwe Kabunga, Executive Chairman and Director, is responsible for the day-to-day operations of the Group. The
Group has an agreement with Kabunga Holdings Pty Ltd* to provide the services of Mr Kabunga to the Company in
relation to its activities on normal commercial terms and conditions, which are detailed as follows:
Terms of Agreement
Remuneration excluding GST
Termination benefit
Agreement commenced 16 June
2022
Fixed monthly fee of $20,833.33 per calendar month 3 months notice
*Mr Kabunga is a Director and shareholder of Kabunga Holdings Pty Ltd.
From the period 1 July 2021 to 23 March 2022, Mr Warwick Davies was Managing Director and was responsible for
the day-to-day operations of the Group. The Group had an agreement with Fairstone Holdings Pty Ltd* to provide the
services of Mr Davies to the Company in relation to its activities on normal commercial terms and conditions, which are
detailed as follows:
Terms of Agreement
Remuneration excluding GST
Termination benefit
Agreement commenced 31 August
2011 for 3 years, extended to 31
March 2016.
Services continue to be provided
under
this agreement since 31
March 2016.
$14,400 per calendar month based on a minimum of
216 business days per annum plus $100 per hour
there-after.
However, to assist in reducing costs, Mr Davies has
not invoiced the minimum monthly amount, and
instead charged his time at $100/hour, which has
resulted in a significantly lower monthly cost for the
Company. During the year, Mr Davies was paid a
total of $65,420 in consulting fees.
3 months notice
*Mr Davies is a Director and shareholder of Fairstone Holdings Pty Ltd.
RMC ANNUAL REPORT 2022
13
DIRECTORS’ REPORT (continued)
D. REMUNERATION OF KEY MANAGEMENT PERSONNEL
The total remuneration paid to Key Management Personnel is summarised below:
2022
Name
A Kabunga1
T Matthews2
D Round3
N O’Brien
W Mackenzie4
W Davies
Zhang C
J Livingstone
Salary and
Fees
Cash
Bonus
Short-term benefit
Non-
Monetary
Benefit
$
-
-
-
-
-
-
-
-
-
Consulting/
Other
$
65,698
-
2,600
-
-
65,420
-
13,313
147,031
$
-
-
-
-
-
-
-
-
-
Post-
employment
Benefits
Super-
annuation
Share-
based
payments
Shares
$
$
-
-
-
-
3,409
-
-
-
3,409
-
-
-
-
-
-
-
-
Total
$
106,507
24,644
13,868
1,636
37,500
65,420
-
21,757
271,333
$
40,809
24,644
11,268
1,636
34,091
-
-
8,444
Totals
120,894
1. Mr Kabunga’s fees and consulting fees for 9 May 2022 to 30 June 2022 are unpaid as at 30 June 2022 (total $106,507).
2. Mr Matthews’ fees from 22 November 2021 to 30 June 2022 are unpaid as at 30 June 2022 (total $24,444).
3. Mr Round’s consulting fees for June 2022 are unpaid as at 30 June 2022 (total $2,600 excluding GST).
4. Mr Mackenzie’’ fees for the period January 2022 to March 2022 are unpaid as at 30 June 2022 (total $12,500).
Non-Executive Directors’ Remuneration
Non-Executive Directors’ remuneration consists of base fees (inclusive of superannuation) and is currently set at
$48,000 per annum. The Directors are entitled to reimbursement of out-of-pocket expenses incurred whilst on Company
business.
2021
Short-term benefit
Name
Salary and
Fees
Cash
Bonus
W Mackenzie1
W Davies2
Zhang C3
Totals
$
50,000
106,957
-
156,957
$
-
-
-
-
Non-
Monetary
Benefit
$
-
-
-
-
Post-
employment
Benefits
Super-
annuation
Share-
based
payments
Shares
$
$
-
-
-
-
-
-
-
-
Total
$
50,000
106,957
-
156,957
1. Mr Mackenzie’s fees for the period July 2016 to June 2021 are unpaid as at 30 June 2021 (total $300,000).
2. Mr Davies’ fees for the period May 2015 to June 2021 are unpaid as at 30 June 2021 (total $622,400 excluding GST).
3. Mr Zhang Chi elected not to receive any Director’s fees effective 1 July 2014.
Long term benefits and termination benefits paid for the year were nil (2021: nil).
During the year, no share-based payments were made (2021: none). The Company issued $50,000, with a fair value
on issue date of $37,076 worth of fully paid ordinary shares to previous Director Mr William Mackenize in lieu of
$300,000 accrued directors’ fees for the period July 2015 to June 2021. In lieu of the $300,000 worth of accrued
directors’ fees owed, Mr Mackenzie agreed to forgive $245,000 of the $300,000 worth of accrued directors’ fees, and
to receive $50,000 worth of RMI fully paid ordinary shares plus $5,000 of statutory superannuation.
RMC ANNUAL REPORT 2022
14
DIRECTORS’ REPORT (continued)
E. EQUITY HOLDINGS AND MOVEMENTS DURING THE YEAR
Share holdings of key management personnel (Includes shares held directly, indirectly and beneficially)
Balance
At the beginning
of the Year
Granted as
Remuneration
On-market
Purchase/(Sale)
Balance
30 June 2022
Directors
W Davies
W Mackenzie1
Zhang C
J Livingstone
T Matthews
D Round
A Kabunga2
N O’Brien
Totals
4,335,382
2,092,847
136,793,768
-
-
-
-
-
143,221,997
-
-
-
-
-
-
-
-
-
-
1,907,153
(136,793,768)
-
-
-
56,965,053
-
4,335,382
4,000,000
-
-
-
-
56,965,053
-
(77,921,562)
65,300,435
1.
For the period July 2015 to June 2021, $300,000 of Director fees accrued to Mr Mackenzie, and in lieu of this unpaid
remuneration he agreed to receive $50,000 worth of RMI shares plus $5,000 of statutory superannuation. 2,153,995 shares
were issued to Mr Mackenzie on 3 February 2022, and this number was determined by dividing $50,000 by the volume
weighted average sale price of RMI shares sold on ASX during the 20 consecutive trading days prior to the date of the Annual
General Meeting held on 21 January 2022.
2. On 3 February 2022 the Company issued 34.375 million fully paid ordinary shares to a related party of the Executive Chairman,
Kabunga Holdings Pty Ltd, as consideration for the repayment of a $550,000 debt owing to Kabunga Holdings Pty Ltd.
There are no option holdings of key management personnel as at year end (2021: nil).
F. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Office Usage
Warwick Davies is a previous Director, is also shareholder and Director of Fairstone Holdings Pty Ltd (Fairstone).
During the year Fairstone provided office usage to the Company amounting to $1,439 for the year ended June 2022
(2021: $4,080).
Advances from Previous Managing Director
These advances were interest free and unsecured. Mr Davies had agreed not to call for the outstanding payable
balances prior to 30 September 2022 unless Resource Mining Corporation Limited is in a position to repay the amounts.
During the 2021/2022 year, the Managing Director made $66,059 worth of advances to the Company which were repaid
in December 2021 (2021: advances made to the Company $18,953, and $29,234 repaid).
Director Fees Forgiven
For the period July 2015 to June 2021, $300,000 of remuneration for previous RMI Director, Mr William Mackenzie has
accrued, but not been paid. Mr Mackenzie agreed to receive $50,000 worth of RMI fully paid ordinary shares plus
$5,000 of statutory superannuation in lieu of $300,000 in unpaid remuneration for the period July 2015 to June 2021.
The actual number of shares issue was determined by dividing $50,000 by the volume weighted average sale price of
share sold on ASX during the 20 consecutive trading days prior to the date of the Annual General Meeting held on 21
January 2022. The fair value of the shares on issue date was $37,076.
Kabunga Holdings loan
On 3 February 2022 the Company issued 34.375 million fully paid ordinary shares to a related party of the Executive
Chairman, Kabunga Holdings Pty Ltd, as consideration for the repayment of a $550,000 debt owing to Kabunga
Holdings Pty Ltd. As at 30 June 2022, the Company owes a $649,186 debt to Kabunga Holdings Pty Ltd. The original
debtholders assigned their debt to Kabunga Holdings Pty Ltd as follows:
•
•
$475,000 which was borrowed by the Company from Sinom (Hong Kong) Limited. Sinom is an entity controlled
by previous Company Director Zhang Chi.
$724,186 is owing by the Company to Fairstone Holdings Pty Ltd, and entity controlled by previous Company
Director Warwick Davies.
The Company held a General Meeting on 29 September 2022 where shareholders approved the issue of 10,470,742
Shares and 2,094,118 Options with an expiry date of 20 May 2025 and an exercise price of $0.08 to Kabunga Holdings
Pty Ltd by way of repayment of the $649,186 debt.
RMC ANNUAL REPORT 2022
15
DIRECTORS’ REPORT (continued)
Other transactions
There were no other transactions with key management personnel during the year.
G. USE OF REMUNERATION CONSULTANTS
No remuneration consultants were engaged by the Company during the year.
H. VOTING OF SHAREHOLDERS AT LAST YEAR’S ANNUAL GENERAL MEETING
The Company received 100% of ‘yes’ votes for its remuneration report for the 2021 financial year and did not receive
any specific feedback at the AGM or throughout the year on its remuneration practices.
This is the end of audited remuneration report.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company does not have insurance for Directors and Officers of the Company.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Resource
Mining Corporation Limited support and adhere to the principles of corporate governance. Please refer to the
Company’s website
for details of corporate governance policies: http://resmin.com.au/corporate/corporate-
governance/.
AUDITOR
BDO Audit (WA) Pty Ltd was appointed as auditors in November 2012 in accordance with section 327 of the
Corporations Act 2001.
NON-AUDIT SERVICES
The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the
services disclosed below did not compromise the external auditor’s independence in accordance with APES 110: Code
of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
BDO Corporate Finance (WA) Pty Ltd were paid fees for non-audit services totalling $41,550 during the year ended 30
June 2022 (2021: nil).
AUDITOR’S INDEPENDENCE DECLARATION
The Auditor’s Independence Declaration is included after the Auditor’s Report in this annual report.
MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR
Subsequent to year end, the following occurred:
• On 14 July 2022, the Chairman, Asimwe Kabunga made an off-market share acquisition of 13,746,883 fully paid
ordinary shares for a non-cash consideration with a deemed value of $0.10 per share.
• On 29 September 2022 the Company held a General Meeting and all resolutions were passed on a poll. Amongst
other resolutions passed, shareholders approved of the Massive Nickel Pty Ltd acquisition, and the issue of
10,470,742 Shares and 2,094,118 Options with an expiry date of 20 May 2025 and an exercise price of $0.08 to
Kabunga Holdings Pty Ltd by way of repayment of the Company’s $649,186 debt to Kabunga Holdings Pty Ltd.
There are no other matters or circumstances that have arisen since 30 June 2022 that have or may significantly affect
the operations, results, or state of affairs of the Group in future financial years.
RMC ANNUAL REPORT 2022
16
DIRECTORS’ REPORT (continued)
Signed in accordance with a resolution of the Directors
Asimwe Kabunga
Executive Chairman and Director
Dated at Perth 30th day of September 2022
RMC ANNUAL REPORT 2022
17
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
for the year ended 30 June 2022
Other Income
Sale of subsidiary
Director Fees Forgiven
Finance Income – fair value adjustment of loans
Interest income
Total other income
Expenses
Administration and corporate expenses
Share based payment expense
Exploration expenditure
Exploration expenditure – acquisition costs
Borrowing costs
Total expenses
PROFIT/(LOSS) BEFORE INCOME TAX
Note
2
12(c)
3(a)
18
3(b)
3(c)
3(d)
Consolidated
2022
$
4,856,783
245,000
-
40
5,101,823
(713,654)
(546,400)
(574,324)
-
(354,320)
2021
$
-
-
650,125
-
650,125
(280,433)
-
(219,417)
(474,025)
(421,070)
(2,188,697)
(1,394,945)
2,913,126
(744,820)
INCOME TAX BENEFIT / (EXPENSE)
5
-
-
PROFIT/(LOSS) AFTER INCOME TAX FOR THE YEAR
2,913,126
(744,820)
Total profit/(loss) is attributable to:
Owners of Resource Mining Corporation Limited
Non-Controlling Interests
OTHER COMPREHENSIVE INCOME/(LOSS)
Items that maybe re-classified to profit or loss
Exchange translation difference
16
2,960,669
(47,543)
2,913,126
(733,705)
(11,115)
(744,820)
15
(185,577)
(16,601)
OTHER COMPREHENSIVE INCOME/(LOSS)
(185,577)
(16,601)
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE
YEAR
2,775,092
(761,421)
Total comprehensive income/(loss) is attributable to:
Owners of Resource Mining Corporation Limited
Non-Controlling Interests
2,822,635
(47,543)
2,775,092
(750,306)
(11,115)
(761,421)
PROFIT/(LOSS) PER SHARE FOR THE YEAR
ATTRIBUTABLE TO THE MEMBERS OF RESOURCE
MINING CORPORATION LIMITED
Basic and diluted earnings/(loss) per share (cents per share)
4
0.82
(0.24)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
RMC ANNUAL REPORT 2022
18
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2022
CURRENT ASSETS
Cash and cash equivalents
Receivables and other current assets
Total Current Assets
NON CURRENT ASSETS
Plant and equipment
Total Non-Current Assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Interest bearing liabilities
Non-interest bearing liabilities
Provisions
Total Current Liabilities
TOTAL LIABILITIES
Note
Consolidated
30 June
2022
$
30 June
2021
$
6
8
9
10
11
12
13
1,728,598
42,589
1,771,187
-
-
43,680
22,097
65,777
75,014
75,014
1,771,187
140,791
559,935
1,767
649,186
-
1,098,212
2,854
4,901,075
33,655
1,210,888
6,035,796
1,210,888
6,035,796
NET ASSETS / (NET ASSET DEFICIENCY)
560,298
(5,895,005)
EQUITY
Issued capital
Reserves
Accumulated losses
Capital and reserves attributable to owners of Resource
Mining Corporation Limited
Non-controlling interests
14
15
16
66,921,753
651,415
(66,954,214)
618,954
(58,656)
63,768,599
262,392
(69,914,883)
(5,883,892)
(11,113)
TOTAL EQUITY / (DEFICIENCY IN EQUITY)
560,298
(5,895,005)
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
RMC ANNUAL REPORT 2022
19
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2022
Group
Issued Capital
Accumulated
Losses
Reserves
$
$
$
Non-
controlling
Interests
$
Total
$
Year ended 30 June 2022
Balance at 1 July 2021
Profit/(Loss) for the year
Other comprehensive loss for the
year
Total comprehensive
profit/(loss) for the year
Transactions with owners in
their capacity as owners
Shares issued
Cost of share issues
Exercise of options
Options issued to Corporate
Advisor
63,768,599
-
(69,914,883)
2,960,669
262,392
-
(11,113)
(47,543)
(5,895,005)
2,913,126
-
-
(185,577)
-
(185,577)
63,768,599
(66,954,214)
76,815
(58,656)
(3,167,456)
3,291,875
(178,721)
40,000
-
-
-
-
-
-
-
-
574,600
-
-
-
-
3,291,875
(178,721)
40,000
574,600
560,298
Balance at 30 June 2022
66,921,753
(66,954,214)
651,415
(58,656)
Group
Issued Capital
Accumulated
Losses
Reserves
$
$
$
Non-
controlling
Interests
$
Total
$
Year ended 30 June 2021
Balance at 1 July 2020
Loss for the year
Other comprehensive loss for the
year
Total comprehensive
profit/(loss) for the year
Transfer of convertible notes
reserve to accumulated losses
Transactions with owners in
their capacity as owners
Shares issued
Fair value adjustment to related
party borrowings
63,294,571
-
(69,576,673)
(733,705)
585,555
-
-
(11,115)
(5,696,547)
(744,820)
-
-
-
-
(16,601)
-
(16,601)
(733,705)
395,495
(16,601)
(395,495)
(11,115)
-
(761,421)
-
474,028
-
-
-
-
88,933
2
-
474,030
88,933
Balance at 30 June 2021
63,768,599
(69,914,883)
262,392
(11,113)
(5,895,005)
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
RMC ANNUAL REPORT 2022
20
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2022
Note
Consolidated
2022
$
2021
$
CASH FLOWS FROM OPERATION ACTIVITIES
Payments to suppliers and employees
Interest income received
Other income received, including GST refunds
Interest expense/finance costs paid
Net Cash Utilised In Operating Activities
7(a)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash disposed on sale of subsidiary
Net Cash Utilised In Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Proceeds from borrowings and advances
Repayment of borrowings and advances
Cost of issue of shares
Net Cash From Financing Activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Effect of exchange rate changes on cash and cash
equivalents
7(b)
7(b)
(578,376)
40
23,687
(771)
(555,420)
(34,321)
(34,321)
2,360,000
145,747
(129,909)
(93,179)
2,282,659
1,692,918
43,680
(8,000)
Cash and cash equivalents at the end of the year
6
1,728,598
(320,195)
-
17,726
(1,186)
(303,655)
-
-
-
337,056
(29,234)
-
307,822
4,167
43,962
(4,449)
43,680
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
RMC ANNUAL REPORT 2022
21
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated statements and notes represent those of Resource Mining Corporation Limited (“Company”) and
controlled entities (the “Group”). Resource Mining Corporation Limited is a listed public company, incorporated and
domiciled in Australia.
The financial report was authorised for issue on 30th September 2022 by the Board of Directors.
(a)
Basis of Preparation and Accounting Policies
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards, Australian Accounting Interpretations and other authoritative pronouncements of the Australian
Accounting Standards Board and the Corporations Act 2001. The Group is a for profit entity for financial reporting
purposes under Australian Accounting Standards. The financial report has also been prepared on a historical cost
basis.
Material accounting policies adopted in the preparation of this financial report are presented below and have been
consistently applied to all years presented, unless otherwise stated.
The consolidated financial statements are presented in Australian dollars. The functional currency of Resource Mining
Corporation Limited and its subsidiaries is Australian dollars, except for Eastern Nickel Tanzania whose functional
currency is Tanzanian Shillings.
(b)
Statement of Compliance
The financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards
Board and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board.
(c)
Going Concern
The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal
business activities and the realisation of assets and settlement of liabilities in the normal course of business.
As disclosed in the financial statements, the Group incurred a profit of $2,913,126 and had net cash outflows from
operating activities of $555,420. At 30 June 2022, the Company had $1,728,598 in cash and cash equivalents. For the
Group to continue to carry out its exploration activities, meet its expenditure requirements and continue as a going
concern it is dependent on securing additional funding. These conditions indicate the existence of a material uncertainty
that may cast significant doubt about the Group’s ability to continue as a going concern.
For the Group to be able to continue to carry out its exploration activity and to have sufficient working capital, it is
dependent on the financial support from its shareholders to fund its working capital requirements and/or successfully
raising capital. The Directors are satisfied they will be able to raise additional working capital as required and thus it is
appropriate to prepare the financial statements on a going concern basis. In arriving at this position, the Directors have
considered the following matters:
• Ongoing financial support from shareholders;
• Successfully raising funds through debt and/or equity. The Group had successfully raised $2,141,279 (before
costs) via Placements, and raised $40,000 via the exercise of unlisted options during the year, which supports
the Group’s ability to raise capital if required; and
•
The ability to reduce expenditure, where required. In the event that funding of an amount required to meet the
future budgeted operational and investing activities of the Company is unavailable, the Directors would
undertake steps to scale down its operations and reduce its discretionary expenditure in order to curtail cash
outflows.
The Directors have assessed the cash flow requirements for the 12-month period from the date of approval of the
financial statements and its impact on the Group and believe there will be sufficient funds to meet the Group’s working
capital requirements.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its
liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial
statements and that the financial report does not include any adjustments relating to the recoverability and classification
of recorded asset amounts or liabilities that might be necessary should the Group not continue as a going concern.
RMC ANNUAL REPORT 2022
22
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES - continued
(d)
New and Amended Accounting Standards and Interpretations
Early adoption of accounting standards
The Group has not elected to apply any pronouncements before their operative date in the annual reporting year
beginning 1 July 2021.
A number of new or amended standards became applicable for the current reporting period for which the Group has
adopted. None of these standards had a material effect on the Group.
New and amended standards not yet adopted by the Group
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2022. The Group’s
assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the
Group, are set out below.
AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current
AASB 2020-1 makes amendments to AASB 101 Presentation of Financial Statements to clarify requirements for the
presentation of liabilities in the statement of financial position as current or noncurrent. A liability is classified as current
if the entity has no right at the end of the reporting period to defer settlement for the liability for at least 12 months after
the reporting period. The AASB recently issued amendments at AASB 101 to clarify the requirements for classifying
liabilities as current. Specifically: • clarifying that the classification of a liability as either current or non-current is based
on the entity’s rights at the end of the reporting period; • stating that management’s expectations around whether they
will defer settlement or not does not impact the classification of the liability; • adding guidance about lending conditions
and how these can impact classification; and • including requirements for liabilities that can be settled using an entity’s
own instruments. This new standard is not expected to impact the Group’s reporting.
There are no other material new or amended standards not yet adopted by the Group.
(e)
Significant Accounting Estimates and Judgements
Estimates and judgements incorporated into the financial report are continually evaluated and are based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future events and
are based on current trends and economic data, obtained both externally and within the Group.
Commitments - Exploration
The Group has certain minimum exploration commitments to maintain its right of tenure to its’ exploration permits.
These commitments require estimates of the cost to perform exploration work required under this permit.
Discount rate on borrowings
As some of the Company’s borrowings are on interest-free terms, present value calculations have been performed on
the basis of an implied 14% discount rate as determined by the Directors.
Coronavirus (COVID-19) Pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may
have, on the Group based on known information. Currently there is no significant impact upon the financial statements
or any significant uncertainties with respect to events or conditions which may impact the Group unfavourably as at the
reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
Share based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using a
Black-Scholes option pricing model, using the assumptions detailed in Note 18.
For equity transactions with consultants and other employees, the fair value reflects the value attributable to services
where applicable. Where there is no quantifiable value of services the value of options is calculated using the Black
and Scholes option pricing model, or the quoted bid price where applicable.
RMC ANNUAL REPORT 2022
23
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES - continued
(f)
Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Resource Mining
Corporation Limited (“Company” or “Parent Entity”) as at 30 June each year and the results of all subsidiaries for the
year then ended. Resource Mining Corporation Limited and its subsidiaries together are referred to in these financial
statements as the “Group”.
Subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls
an entity when the Company 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 Group. They are deconsolidated from the date that
control ceases.
All inter-group balances and transactions between entities in the Group, including any unrealised profits or losses, have
been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with those adopted by the parent entity.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated Statement
of Profit or Loss and other Comprehensive Income, Statement of Changes in Equity and Statement of Financial Position
respectively.
(g)
Foreign Currency Transaction and Balances
Functional and presentation currency
The functional currency of each of the entities in the Group is measured using the currency of the primary economic
environment in which the entity operates. The Group’s financial statements are presented in Australian dollars which
is the parent entity’s functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of
the transaction. Foreign currency monetary items are translated at the year-end exchange rate.
Exchange differences arising on the transaction of monetary items are recognised in the Statement of Profit or Loss
and Other Comprehensive Income, except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent
that the gain or loss is directly recognised in equity, otherwise the exchange differences are recognised in the Statement
of Profit or Loss and Other Comprehensive Income.
Controlled entities
The financial results and position of foreign operations whose functional currency is different from the presentation
currency are translated as follows:
•
•
•
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
income and expenses are translated at average exchange rates for the period; and
retained earnings are translated at the exchange rates prevailing at the date of transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the foreign currency
translation reserve in the Statement of Financial Position. These differences are recognised in the Statement of Profit
or Loss and Other Comprehensive Income in the period in which the operation is disposed of.
2. SALE OF SUBSIDIARY
On 12 August 2021, the Company’s subsidiary, Resource Exploration Pty Ltd (REX), signed a Share Purchase
Agreement (SPA) with Regency Mines Australasia Pty Ltd (Purchaser) to sell 100% of the issued share capital in REX’s
subsidiary, Niugini Nickel Pty Ltd (NN). NN owns 100% of the Wowo Gap Nickel Laterite Project in Papua New Guinea.
Regency Mines Australasia Pty Ltd is a wholly owned subsidiary of unrelated party, Corcel plc. As consideration for
the sale, Corcel released all liabilities and obligations in connection with its $4,761,087 of loans owing by the Company.
The Company obtained the approval of its Shareholders at a Shareholder meeting held on 8 October 2021. On 18
October 2021, the sale was completed.
RMC ANNUAL REPORT 2022
24
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
2. SALE OF SUBSIDIARY - continued
A gain of $4,856,783 on sale of the subsidiary has been realised in the profit or loss for the period ended 30 June 2022.
Consideration received – value of loan released
Carrying amount of net liabilities/(assets) of subsidiary sold held by
the group
Currency translation differences
Total gain from disposal of subsidiary
3.
EXPENSES
Exploration and Evaluation Expenditure
18 October
2021
$
4,761,087
(74,235)
169,931
4,856,783
Exploration expenditure is expensed to the profit or loss statement as and when it is incurred and included as part of
cash flows from operating activities. Acquisition costs are expensed to the profit or loss statement as and when it is
incurred and included as part of cash flows from investing activities. Restoration, rehabilitation and environmental costs
necessitated by exploration and evaluation activities are expensed as incurred and treated as exploration and
evaluation expenditure.
The Group has two tenements in Tanzania.
Borrowing Costs
Refer to the accounting policy notes under Interest Bearing Liabilities and Non-Interest Bearing Liabilities.
RMC ANNUAL REPORT 2022
25
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
3. EXPENSES - continued
(a) Administration and Corporate Expenses
Compliance and regulatory expenses
Consultants
Non-Executive Directors’ fees
Legal fees
Travel and accommodation
Executive Directors’ fees
Other expenses
Occupancy
Insurance
Superannuation
(b) Exploration Expenditure
Depreciation – exploration equipment
Other exploration and project costs
Consolidated
2022
$
132,715
269,770
80,932
100,278
41,876
40,809
18,039
14,573
12,389
2,273
713,654
-
574,324
574,324
2021
$
75,597
105,398
50,000
16,923
-
-
2,083
23,265
7,167
-
280,433
9,348
210,069
219,417
(c) Exploration expenditure – acquisition costs
Acquisition of Tanzanian project
-
474,025
(d) Borrowing costs
Finance costs - implicit interest on fair value adjustments of Sinom
loans – refer note 12(b)
Finance costs – implicit interest on fair value adjustments of Corcel
loans – refer note 12(c)
Loss on settlement of debt
Finance charges on insurance funding
4. EARNINGS/(LOSS) PER SHARE
68,777
250,397
319,174
34,375
771
354,320
20,156
399,728
419,884
-
1,186
421,070
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company,
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 year. 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 additional ordinary shares that would have been outstanding assuming the conversion of
all dilutive potential ordinary shares.
Basic and diluted earnings/(loss) per share (cents per share)
Earning/(loss) used in the calculation of weighted average basic and
diluted loss per share
Weighted average number of ordinary shares outstanding during the
period used in the calculation of basic and diluted loss per share
2022
0.82
2021
(0.24)
2,913,126
(733,705)
Number of
shares
Number of
shares
357,164,321
307,549,857
RMC ANNUAL REPORT 2022
26
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
5.
INCOME TAX
The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or
disallowable items. It is calculated using tax rates that have been enacted or are substantively enacted by the reporting
date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising
between the tax bases of assets and liabilities and their carrying amount in the financial statements. No deferred income
tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there
is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply
to the period when the asset is realised or liability is settled. Deferred tax is credited in the Statement of Profit or Loss
and Other Comprehensive Income except where it relates to items that may be credited directly to equity, in which case
the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against
which deductible temporary difference can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no
adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future
assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the
law.
(a) Income Tax Expense
A reconciliation of income tax (benefit) / expense applicable to
accounting profit before income tax at the statutory income tax rate to
income tax expense at the Company’s effective income tax rate is as
follows:
Profit/(loss) before tax
Prima facie income tax (benefit) @ 30%
Add:
Non deductible expenses
Temporary differences and losses not recognised
Non-assessable income
Tax differential
Income tax (benefit) / expense attributable to operating loss
Consolidated
2022
$
2021
$
2,913,126
873,938
309,494
259,773
(1,443,205)
-
-
(744,820)
(223,446)
22,567
235,388
-
(34,509)
-
Tax Consolidation
The Company and its 100% owned subsidiaries have formed a tax consolidated group. Under the tax consolidation
regime, all members of a tax consolidated group are jointly and severally liable for the tax consolidated group’s income
tax liabilities. The head entity of the tax consolidated group is Resource Mining Corporation Limited.
(b) Net Deferred Tax Assets Not Recognised Relate to the Following:
Unrecognised deferred tax assets / (liabilities):
Deferred Tax Assets/(Liabilities) – Other Timing Differences, net
Deferred Tax Assets – Business related costs – P&L
Deferred Tax Assets - Capital losses
Deferred Tax Assets - Tax losses – Australia*
Deferred Tax Assets - Tax losses –Tanzania *
Deferred Tax Assets – Exploration tax losses - PNG**
Consolidated
2022
$
7,725
9,545
4,955,390
6,620,512
67,234
-
2021
$
6,900
-
465,432
6,416,790
12,965
7,048,272
11,660,406
13,950,359
* The tax losses do not expire under current legislation. Deferred tax assets have not been recognised in respect of
these items because it is not probable that future taxable profit will be available against which the Company can utilise
the benefits.
** Includes all carry forward Exploration Expenditure for PNG (these losses expire 20 years after being incurred).
RMC ANNUAL REPORT 2022
27
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
6. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less and less bank overdraft, if any.
Cash at bank and on hand
7. NOTES TO THE STATEMENT OF CASH FLOWS
(a) Reconciliation from net profit/(loss) after tax to the net cash
flow from operating activities
Profit/(loss) after income tax
Non-Cash Items:
Sale of subsidiary
Share based payment expense
Finance income – fair value adjustment of loans
Finance costs – implicit interest on fair value adjustment of
loans
Depreciation
Acquisition of Tanzanian project
Loss on settlement of debt
Foreign exchange
Movement in assets and liabilities
Increase in trade and other receivables
Decrease in trade and other payables
Decrease in interest bearing liabilities
Net cash used in operating activities
Non-cash financing and investing activities:
Note
Note
12(c)
3(d)
3(c)
Consolidated
2022
$
1,728,598
2021
$
43,680
Consolidated
2022
$
2021
$
2,913,126
(744,820)
(4,859,481)
574,600
-
319,174
-
-
34,375
2,698
(35,775)
496,950
(1,087)
(650,125)
419,884
9,348
474,025
-
-
(3,371)
194,506
(3,102)
(555,420)
(303,655)
On 3 February 2022, the Company repaid $550,000 worth of debt owing to Kabunga Holdings Pty Ltd through the issue
of 34,375,500 shares to Kabunga Holdings Pty Ltd. The shares were valued at $584,375 based on an issue price of
$0.0017 per share, the same price as placement shares issued on 31 January 2022. Refer to note 12.
On 3 February 2022 2,153,995 shares were issued to the previous Chairman Mr William Mackenzie in lieu of $50,000
worth of Director fees owed. Refer to note 14.
On 13 June 2022 2,500,000 shares were issued as consideration for an exclusive 120 day due option secured to
acquire one nickel and two lithium projects in Finland. The fair value of this consideration is based on the closing share
price on 13 June 2022 of $0.135. Refer to note 14.
On 12 August 2021, Resource Exploration Pty Ltd (REX), signed a Share Purchase Agreement (SPA) with Regency
Mines Australasia Pty Ltd (Purchaser) to sell 100% of the issued share capital in REX’s subsidiary, Niugini Nickel Pty
Ltd (NN). As consideration for the sale, Corcel released all liabilities and obligations in connection with its $4,761,087
of loans owing by the Company. Refer to note 2.
RMC ANNUAL REPORT 2022
28
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
7. NOTES TO THE STATEMENT OF CASHFLOWS -
continued
Net borrowings and advances at 1 July
Cash flows:
Sale of subsidiary
Proceeds from borrowings and advances
Repayment of borrowings and advances
Loan assigned from trade and other payables
Repayment via share issue
Net (gain)/loss on measurement of loans fair value
through equity
Net (gain)/loss on measurement of loans fair value
through profit or loss
Finance costs – implicit interest on fair value adjustments
of loans
Net borrowings and advances as at 30 June
8. RECEIVABLES AND OTHER CURRENT ASSETS
Note
12
2
12(d)
12(d)
12(b)
12(c)
3(d)
12
Consolidated
2022
$
4,901,075
2021
$
4,912,427
(4,761,087)
145,747
(129,909)
724,186
(550,000)
-
-
319,174
649,186
337,056
(29,234)
-
-
(88,933)
(650,125)
419,884
4,901,075
Receivables are initially recognised at fair value and subsequently measured at amortised cost, less provision for
doubtful debts. Current receivables for GST are due for settlement within 30 days (Australian GST) and 12 months for
PNG GST, and other current receivables within 12 months. Cash on deposit is not due for settlement until rights of
tenure are forfeited or performance obligations are met.
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Tax Office in Australia and the Internal Revenue Commission in Papua New
Guinea. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an
item of the expenses.
Receivables and payables are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the
taxation authority is included with other receivables or payables.
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 taxation authority, are presented as operating cash flows.
Current
Secured cash
Prepayments
GST receivables
Other receivables
Fair Value and Risk Exposures:
Consolidated
2022
$
-
-
42,589
-
42,589
2021
$
3,547
984
17,510
56
22,097
(i) Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value.
(ii) The maximum exposure to credit risk is the fair value of receivables. Collateral is not held as security.
(iii) Other receivables generally have repayments between 30 and 90 days.
Receivables do not contain past due or impaired assets as at year end (2021: none).
RMC ANNUAL REPORT 2022
29
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
9. PLANT AND EQUIPMENT
Each class of plant and equipment is carried at cost, less where applicable, any accumulated depreciation and
impairment losses.
Plant and equipment:
Plant and equipment are measured on historical cost basis less depreciation and impairment losses. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future consolidated benefits associated with the item will flow to the Group and the cost of the
item can be measured reliably. All other repairs and maintenance are charged to the Statement of Profit or Loss and
Other Comprehensive Income during the financial period in which they are incurred.
Depreciation:
The depreciable amount of all fixed assets is depreciated on a reducing balance commencing from the time the asset
is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset Depreciation Rate
Plant and Equipment 10 – 50%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and
losses are included in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Cost
Accumulated depreciation
Movement in carrying amounts:
Opening balance
Disposals
Depreciation expense
Currency translation differences
Closing balance
Consolidated
2022
$
3,052
(3,052)
-
2021
$
221,825
(146,811)
75,014
75,014
(75,014)
-
-
-
95,531
-
(9,348)
(11,169)
75,014
The property, plant and equipment at cost opening balances of $75,014 related to the 100% owned subsidiary Niugini
Nickel Ltd. This subsidiary was sold on 15 October 2021 as part of the divestment of the Wowo Gap Project.
10. TRADE AND OTHER PAYABLES
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which
are unpaid. The amounts are unsecured and are usually paid within 60 days of recognition. Trade and other payables
are presented as current liabilities unless payment is not due within 12 months from the reporting date.
RMC ANNUAL REPORT 2022
30
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
10. TRADE AND OTHER PAYABLES - continued
Trade payables
Other payables and accruals
Included in the above are related party payables:
Consolidated
2022
$
559,935
649,186
2021
$
679,478
418,734
1,209,120
1,098,212
Trade payables and accruals – related parties – refer note 17(b)
147,616
994,810
Fair Value and Risk Exposures
(i) Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.
(ii) Trade and other payables are unsecured, non-interest bearing and usually paid within 60 days of recognition,
except for payables to Directors and their related entities for remuneration.
11.
INTEREST BEARING LIABILITIES
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised costs. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in profit of loss over the period of the borrowings using the effective interest method. Fees paid
on the establishment of loan facilities are recognised as transaction costs of the loan, capitalised as a prepayment and
amortised over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period.
Current
Insurance premium funding
12. NON-INTEREST BEARING LIABILITIES
Current
Advances from previous Managing Director
Unsecured loans and advances – Sinom (discounted)
Unsecured loans and advances – Corcel (discounted)
Unsecured loans and advances – Kabunga Holdings
(undiscounted)
Other loan
Note
12(a)
12(b)
12(c)
12(d)
12(e)
Consolidated
2022
$
1,767
2021
$
2,854
Consolidated
2022
$
-
-
-
649,186
-
2021
$
66,059
296,223
4,510,690
-
28,103
649,186
4,901,075
(a)
Advances from previous Managing Director
These advances were repaid in December 2021 and were interest free and unsecured.
During the 2021/2022 year, the previous Managing Director advanced a total of $11,000 (interest free) and $77,059
was repaid by the Company during the year (2021: advances made to the Company $18,953, and $29,234 repaid).
(b)
Unsecured loans and advances due to Sinom
Sinom has also provided additional interest free unsecured advances to the Company. During the year these advances
totalled $110,000 (2021: $290,000). These advances were unsecured with no set repayment date. Sinom agreed not
to call for repayment of these advances unless the Company is in a position to repay the amounts.
RMC ANNUAL REPORT 2022
31
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
12. NON-INTEREST BEARING LIABILITIES - continued
In the prior year, for accounting purposes the value of loans due to Sinom were discounted by applying a market interest
rate of 14% with an assumed repayment date of 31 December 2022. The measurement of the loans at fair value
resulted in a gain of $88,933 recorded in equity to the Capital Contribution Reserve for the year ended 30 June 2021.
As a result of the effective interest calculation, $68,777 of finance costs were recorded during the year ended 30 June
2022 (2021: $20,156).
In November 2021, the unsecured loans due to Sinom were assigned to Kabunga Holdings Pty Ltd. As at 30 June 2022
the undiscounted unsecured loans and advances due to Sinom are nil. (2021: $365,000).
Movement - Unsecured loans and advances due to Sinom
Opening balance
New loan to repay convertible notes
Assignment of loans to Corcel plc
Other advances
Net (gain)/loss on measurement of loans at fair value through
equity as an increase in Capital Contribution Reserve
Finance costs – implicit interest on fair value adjustments of
loans
Assignment of loans to Kabunga Holdings Pty Ltd
Closing balance – discounted Sinom loans and advances
Movement - Unsecured loans and advances due to Sinom
Opening balance
New loan to repay convertible notes
Assignment of loans to Corcel plc
Other advances
Assignment of loans to Kabunga Holdings Pty Ltd
Consolidated
2022
$
2021
$
296,223
-
-
(73,211)
-
68,778
(291,790)
-
365,000
110,000
(475,000)
1,126,087
2,000,000
(3,051,087)
290,000
(88,933)
20,156
-
296,223
1,126,087
2,000,000
(3,051,087)
290,000
-
Closing balance - undiscounted Sinom loans and advances
-
365,000
(c)
Unsecured loans due to Corcel plc
For accounting purposes, the value of loans due to Corcel have been discounted by applying a market interest rate of
14%. The measurement of the loans at fair value resulted in a nil (loss)/gain (2021: $650,125) through profit or loss.
As a result of the effective interest calculation, finance costs of $250,397 were recorded during the year ended 30 June
2022 (2021: $399,728).
The unsecured loans due to Corcel plc were repaid in October 2021.
Movement - Unsecured loans due to Corcel
Opening balance
Assignment of loans by Sinom
Loan repayment
Net (gain)/loss on measurement of loans at fair value on
assignment through profit or loss
Finance costs – implicit interest on fair value adjustments of loans
Closing balance – discounted Corcel loans
The undiscounted underlying loan balances are as follows:
Loans A & B – repayable no earlier than 30/9/2021*
Loan C – repayable no earlier than 30/9/2021*
Loan D – repayable no earlier than 14/01/2022
Closing balance – undiscounted Corcel loans
RMC ANNUAL REPORT 2022
Consolidated
2022
$
4,510,690
-
(4,761,087)
-
250,397
-
-
-
-
-
2021
$
1,710,000
3,051,087
-
(650,125)
399,728
4,510,690
1,710,000
1,051,087
2,000,000
4,761,087
32
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
12. NON-INTEREST BEARING LIABILITIES (continued)
The key terms agreed are as follows:
•
•
•
The loans are unsecured.
The loans are interest free.
The loans are repayable at any time on or following the dates in the table above forthwith on demand by
Corcel. Corcel must give RMC at least thirty days’ notice prior to any requested repayment date for loans C
and D. RMC may repay the loans, in whole or in part, at any time prior to Corcel providing notice of the
requested repayment date.
* On 6 September 2021, the Company announced that Corel agreed to extend the repayment dates of debt tranches
A to C to 31 October 2021 to allow the Company time to obtain Shareholder approval for the divestment of the Wowo
Gap Project. Corcel plc is an unrelated UK company listed on AIM.
(d)
Unsecured loans due to Kabunga Holdings Pty Ltd
In November 2021, the following parties assigned their debt to Kabunga Holdings Pty Ltd:
•
•
$475,000 which was owing by the Company to Sinom (Hong Kong) Limited (Sinom). Sinom is an entity controlled
by previous Director Zhang Chi. During the year Sinom advanced $110,000 to the Company, and
$724,186 which was owing by the Company to Fairstone Holdings Pty Ltd (Fairstone). Fairstone is an entity
controlled by previous Director Mr Warwick Davies. This amount was previously included in trade creditors.
Kabunga is unrelated to the Company and is owned and controlled by Executive Chairman Asimwe Kabunga. In
addition, Kabunga holds 25% of the issued capital in Resource Mining Corporation Limited’s subsidiary, Eastern Nickel
Pty Ltd, and Asimwe Kabunga is a director if that subsidiary.
On 3 February 2022, the Company issued 34,375,000 shares to Kabunga to repay $550,000 of debt. The balance
owing as at the date of this report amounts to $649,186. The Company proposed to issue 10,470,742 Shares
and 2,094,118 Options with an expiry date of 20 May 2025 and an exercise price of $0.08 to Kabunga Holdings Pty
Ltd by way of repayment of the $649,186 debt. This was approved by shareholders at the General Meeting held on 29
September 2022.
(e)
Other loan
In the prior year, the other loan is a facility of USD 30,000 provided by Leticia Kabunga (the 1% shareholder of Eastern
Nickel Tanzania Limited). As at 30 June 2021 A$28,103 had been drawn down. The loan was unsecured, interest
free interest free with the principal to be repaid at 110% of the loan amount. The maturity date was 23 October 2021.
13. PROVISIONS
Compensation Provision
Obligations associated with compensation are recognised when the Group has an obligation which is probable, and
the provision can be measured reliably. The provision is measured at the estimated value of the future expenditure.
The determination of the provision requires judgement in terms of the best estimate of the costs of the compensation
required.
Current
Provision for compensation
Consolidated
2022
$
-
2021
$
33,655
The movement during the year was due to the sale of Niugini Nickel Pty Ltd. Refer to note 2.
14. CONTRIBUTED EQUITY
Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction
costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds
received.
Issued and fully paid
2022
Number
418,173,077
2021
Number
325,894,082
2022
$
66,921,753
2021
$
63,768,599
RMC ANNUAL REPORT 2022
33
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
14. CONTRIBUTED EQUITY - continued
Movement in ordinary share capital of the Company:
Opening balance
Issued – acquisition of Eastern Nickel
Pty Ltd
Issued - placements
Issued – settlement of debt
Issued – Director fees
Issued - option conversion
Issued – Finnish due diligence
Cost of issues
Closing balance
Note
(a)
(b)
(c)
(d)
(e)
Year ended 30 June 2022
Number of
Shares
$
325,894,082
-
63,768,599
-
Year ended 30 June 2021
Number of
Shares
296,267,347
29,626,735
63,294,571
474,028
$
51,250,000
34,375,000
2,153,995
2,000,000
2,500,000
-
418,173,077
2,320,000
584,375
50,000
40,000
337,500
(178,721)
66,921,753
-
-
-
-
-
-
325,894,082
-
-
-
-
-
-
63,768,599
(a) On 9 December 2021 14,375,000 shares were issued at 1.6c per share. On 31 January 2022 16,875,000
shares were issued at 1.6c per share. On 20 May 2022 10,000,000 shares were issued at 6.2c per share. On
24 June 2022 10,000,000 shares were issued at 12c per share.
(b) On 3 February 2022 34,375,000 shares were issued as consideration for repayment of $550,000 of debt owing
to Kabunga Holdings Pty Ltd.
(c) On 3 February 2022 2,153,995 shares were issued to the previous Chairman Mr William Mackenzie in lieu of
$50,000 worth of Director fees owed.
(d) On 20 May 2022 2,000,000 options were exercised at an exercise price of 2c.
(e) On 13 June 2022 2,500,000 shares were issued as consideration for an exclusive 120 day due option secured
to acquire one nickel and two lithium projects in Finland. The fair value of this consideration is based on the
closing share price on 13 June 2022 of $0.135.
Options
As at 30 June 2022, the following unlisted options were on issue (2021: nil):
Number of
Options
Option Exercise
Price A$
Option Expiry
2,000,000
8,000,000
5,000,000
$0.08
$0.10
$0.15
20/05/2025
25/05/2025
22/06/2025
Voting and dividend rights
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number
of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise
each shareholder has one vote on a show of hands.
Capital management
When managing capital, management's objective is to ensure the entity continues as a going concern as well as
maintains optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a
capital structure that ensures the lowest cost of capital available to the entity.
Management may in the future adjust the capital structure to take advantage of favourable costs of capital and issue
further shares in the market. There are no plans to distribute dividends in the next year.
Dividends
The Group did not pay nor declare dividends in the last financial year (2021: nil).
RMC ANNUAL REPORT 2022
34
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
15. RESERVES
Foreign currency reserve
Capital contributions reserve
Convertible notes reserve
Share based payment reserve
(a) Foreign currency reserve
Balance at the beginning of the year
Currency translation differences arising during the period
Balance at the end of the year
Note
(a)
(b)
(c)
(d)
Consolidated
2022
$
(12,118)
88,933
-
574,600
651,415
173,459
(185,577)
(12,118)
2021
$
173,459
88,933
-
-
262,392
190,060
(16,601)
173,459
The foreign currency translation reserve is used to record exchange differences arising on translation of the Group
entities that do not have a functional currency of Australian dollars and have been translated into Australian dollars
for presentation purposes.
(b) Capital contributions reserve
Balance at the beginning of the year
Net (gain)/loss on measurement of loans at fair value through
equity as an increase in Capital Contribution Reserve
12(b)
Balance at the end of the year
88,933
-
88,933
-
88,933
88,933
The capital contributions reserve is used to record the fair value adjustments of loans from shareholders who have
provided the Company interest free loans and advances.
(c) Convertible notes reserve
Balance at the beginning of the year
Transfer to accumulated losses upon redemption of the notes
Balance at the end of the year
(d) Share based payments reserve
Balance at the beginning of the year
Options issued to corporate advisors
Balance at the end of the year
RMC ANNUAL REPORT 2022
Consolidated
2022
$
-
-
-
2021
$
395,495
(395,495)
-
Consolidated
2022
$
-
574,600
574,600
2021
$
-
-
35
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
16. NON-CONTROLLING INTERESTS
Non-controlling interests
Movement during the year:
Balance at the beginning of the year
Capital invested by non-controlling interests in subsidiaries
Share of profit/(loss) for the period
Share of other comprehensive loss
Balance at the end of the year
Non-controlling interests represent:
Consolidated
2022
$
2021
$
(58,657)
(11,113)
(11,113)
-
(47,543)
-
58,657
-
2
(11,115)
-
(11,113)
•
•
a 1% interest in Eastern Nickel Limited held by Leticia Herman Kabunga.
A 25% interest in Eastern Nickel Pty Ltd held by Kabunga Holdings Pty Ltd .
17. RELATED PARTY TRANSACTIONS
Subsidiaries
The consolidated financial statements included the financial statements of Resource Mining Corporation Limited and
the subsidiaries listed in the following table:
Name
Class of
shares
Country of
incorporation
% Interest
Resource Exploration Pty Ltd
Ordinary
Australia
Niugini Nickel Pty Ltd
** Ordinary
Australia
2022
100%
-
Eastern Nickel Pty Ltd
Eastern Nickel Tanzania Limited
*
*
Ordinary
Australia
Ordinary
Tanzania
75%
99%, held by Eastern
Nickel Pty Ltd
2021
100%
100%, held by
Resource Exploration
Pty Ltd
75%
99%, held by Eastern
Nickel Pty Ltd
* The 75% interest in Eastern Nickel Pty Ltd was acquired in 2021. Refer to note 15 for details on the Eastern Nickel
Group.
** On 12 August 2021, the Company’s subsidiary, Resource Exploration Pty Ltd (REX), signed a Share Purchase
Agreement (SPA) with Regency Mines Australasia Pty Ltd (Purchaser) to sell 100% of the issued share capital in
REX’s subsidiary, Niugini Nickel Pty Ltd (NN). NN owns 100% of the Wowo Gap Nickel Laterite Project in Papua New
Guinea. Refer to note 2 for details.
Ultimate Parent
Resource Mining Corporation Limited is the ultimate Australian parent entity and the ultimate parent of the Group.
Compensation of Key Management Personnel
Short term benefits
Post-employment benefits
Consolidated
2022
$
267,924
3,409
271,333
2021
$
156,957
-
156,957
$147,616 of this remuneration remains unpaid (2021: $156,957). Refer to note 17(b) below.
Transactions with Related Parties
RMC ANNUAL REPORT 2022
36
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
17. RELATED PARTY TRANSACTIONS - continued
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated. The following transactions occurred with related parties:
a) Warwick Davies, previous Director, is also shareholder and Director of Fairstone Holdings Pty Ltd (Fairstone).
During the year, Fairstone provided office usage to the Company amounting to $1,439 (2021: $4,080). For the
period July 2015 to June 2021, $300,000 of remuneration for previous RMI Director, Mr William Mackenzie has
accrued, but not been paid. Mr Mackenzie agreed to receive $50,000 worth of RMI fully paid ordinary shares plus
$5,000 of statutory superannuation in lieu of $300,000 in unpaid remuneration for the period July 2015 to June
2021. The actual number of shares issue was determined by dividing $50,000 by the volume weighted average
sale price of share sold on ASX during the 20 consecutive trading days prior to the date of the Annual General
Meeting held on 21 January 2022. The fair value of the shares on issue date was $37,076.
b) Outstanding balances arising from services
Current payables (included in trade creditors and accruals)
Key management personnel
Consolidated
2022
$
2021
$
147,616
994,810
Outstanding balances relate to remuneration services during 2015 to 2022 (inclusive of GST where applicable).
c) Loans and Advances from related parties
Advances (unsecured and interest free) from related parties
Warwick Davies
Balance at the beginning of the year
Loans/Advances advanced
Repaid
Balance at the end of the year
Note
Loans (unsecured and interest free) from related parties
Sinom (Hong Kong) Limited (i)
Balance at the beginning of the year - undiscounted
Advances during the year
New loan to repay convertible notes
Assignment of loans to Corcel
Assignment of loans to Kabunga Holdings Pty Ltd
Consolidated
2022
$
66,059
11,001
(77,059)
-
Consolidated
2022
$
365,000
110,000
(475,000)
-
-
2021
$
76,340
18,953
(29,234)
66,059
2021
$
1,126,087
290,000
2,000,000
(3,051,087)
Balance at the end of the year – undiscounted
12(b)
-
365,000
(i) Non-Executive Director Mr Zhang Chi is the Managing Director and Shareholder of Sinom (Hong Kong) Limited.
Mr Zhang Chi resigned as a Director on 22 November 2021.
Kabunga Holdings Pty Ltd
Balance at the beginning of the year
Assignment of loans from Sinom
Assignment of loans from William Mackenzie
Repayment via share issue
Balance at the end of the year
RMC ANNUAL REPORT 2022
Consolidated
2022
$
-
475,000
724,186
(550,000)
649,186
2021
$
-
-
-
-
-
37
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
18. SHARE BASED PAYMENTS
Total costs and share issue costs arising from share-based payment transactions recognised during the year were as
follows:
Recognised share-based payments costs
Lead manager options
Consultant options
Total expense and issue costs arising from share-based
payment transactions
Options
Consolidated
2022
$
28,200
546,400
574,600
2021
$
-
-
-
On 31 January 2022 the Company issued 2,000,000 options with an expiry of 31 January 2025 and an exercise price
of $0.02 for lead consultant services in respect to capital raising. The estimated fair value of each share option
granted is $0.0141. This was calculated by applying a Black Scholes option pricing model. The model inputs were the
share price at grant date of $0.017, exercise price of $0.02, expected volatility of 162.86 percent, no expected
dividends, contractual life of 3 years, and a risk-free interest rate of 1.19 percent. To allow for the effects of early
exercise, it was assumed that the lead consultant would exercise the options after vesting date when the share price
was twice the exercise price. Historical volatility was 817.55 percent, which includes the early years of the Company’s
life; the Company expects the volatility of tis share price to reduce as it matures.
On 24 May 2022 the Company issued 8,000,000 options with an expiry of 4 May 2025 and an exercise price of
$0.10, to a consultant for corporate advisory and investor relations support. The estimated fair value of each share
option granted is $0.0683. This was calculated by applying a Black Scholes option pricing model. The model inputs
were the share price at grant date of $0.09, exercise price of $0.10, expected volatility of 135.83 percent, no
expected dividends, contractual life of 3 years, and a risk-free interest rate of 2.80 percent. To allow for the effects of
early exercise, it was assumed that the lead consultant would exercise the options after vesting date when the share
price was twice the exercise price. Historical volatility was 817.55 percent, which includes the early years of the
Company’s life; the Company expects the volatility of its share price to reduce as it matures.
The fair value at grant date of the options has been estimated using the Black-Scholes option pricing formula, taking
into account the terms and conditions upon which the options were granted. The options vested immediately upon
issue and the contractual life of each option is 3 years. The inputs used to calculate the fair value of these options are
set out above. The expected volatility is based on the historic volatility (calculated based on the weighted average
remaining life of the share options), adjusted for any expected changes to future volatility due to publicly available
information. The following table outlines the number and movements in share options during the year:
Outstanding as at 1 July
Granted during the year
Exercised during the year
Outstanding at end of the year
Exercisable as at 30 June
2022
Number of
Options
-
17,000,000
(2,000,000)
15,000,000
15,000,000
2021
Number of
Options
-
-
-
-
-
The Weighted Average Exercise Price (“WAEP”) for the year ended 30 June 2022 is $0.11. All options refer to
options over ordinary shares of Resource Mining Corporation Limited which are exercisable on a one for one basis.
RMC ANNUAL REPORT 2022
38
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
19. PARENT ENTITY DISCLOSURES
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Net liabilities
Issued capital
Reserves
Accumulated losses
Total equity
Parent Entity
2022
$
1,742,823
228,960
1,971,783
1,173,274
1,173,274
2021
$
13,646
-
13,646
5,930,022
5,930,022
798,508
(5,916,376)
66,921,753
663,533
(66,786,777)
63,768,599
88,933
(69,773,908)
798,508
(5,916,376)
Profit/(loss) for the year
Total comprehensive profit/(loss) for the year
2,987,131
2,987,131
(703,088)
(703,088)
i) Guarantees: No guarantees have been entered into by the parent entity on behalf of the subsidiaries.
ii) Contingent liabilities: No contingent liabilities exist.
20. CONTINGENCIES
Resource Mining Corporation Limited and its controlled entities do not have any known material contingent assets or
liabilities as at 30 June 2022. (30 June 2021: 1.5% net smelter royalty is payable to Kabunga Holdings Pty Ltd on
future production from the Kabulwanyele Nickel Project in Tanzania).
21. REMUNERATION OF AUDITORS
Amount received, or due and receivable, by the auditors for:
Auditing and reviewing of financial reports
Other services – corporate finance
22. COMMITMENTS
Mineral Tenement Commitments
Consolidated
2022
$
54,550
41,550
96,100
2021
$
37,718
-
37,718
In order to maintain current rights of tenure to mining tenements, the Group has exploration and evaluation expenditure
obligations up until the expiry of those licences. The following stated obligations are not provided for in the financial
statements and represent a commitment of the Group for Tanzania.
Within 1 Year
Later than 1 year but not later than five years
Total
Consolidated
2022
$
12,756
38,268
51,024
2021
$
27,784
35,216
63,000
RMC ANNUAL REPORT 2022
39
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
23.
FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks, including market risk (including currency risk), credit risk
and liquidity risks. The Group’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 business. To date, the Group has
not used derivative financial instruments. The Group uses different methods to measure different types of risk to which
it is exposed.
Risk Management
Risk management is carried out by the Managing Director under policies approved by the Board of Group’s Directors
and includes evaluation of financial risks. The Board provides principles for overall risk management and the finance
function provides policies with regard to financial risk management that are defined and consistently applied.
(a) Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or contract, leading to
a financial loss. The maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting
date, is the carrying amount net of any provisions for impairment of debts, as disclosed in the Statement of Financial
Position and notes to the financial statement. In the case of material cash deposited, credit risk is minimised by
depositing with recognised financial intermediaries such as banks, subject to Australian Prudential Regulation Authority
Supervision. For banks and financial institutions, only independently rated parties with a minimum rating of AA are
accepted.
The Group does not have any material risk exposure to any single debtor or Group of debtors under financial
instruments entered into by it.
(b) Liquidity and Capital Risk
The Group has appropriate procedures in place to manage cash flows including continuous monitoring of forecast and
actual cash flows to ensure funds are available to meet commitments. The objectives when managing the Group’s
capital is to safeguard the business as a going concern, to maximise returns to shareholders and to maintain an optimal
capital structure in order to reduce the cost of capital. The table below analyses the Group’s financial liabilities into
relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date.
6 to 12
months
1 to 5
years
Over 5
years
Financial liabilities
2022
Trade and other payables
Interest bearing liabilities
Non-interest bearing liabilities*
2021
Trade and other payables
Interest bearing liabilities
Less
than 6
months
559,935
1,767
649,186
1,210,887
1,098,212
2,854
-
-
-
-
-
-
Non-interest bearing liabilities
3,220,249
2,000,000
4,321,315
2,000,000
Total
Cash
Flows
Carrying
Value
559,935
559,935
1,767
1,767
649,186
649,186
1,210,887
1,210,887
1,098,212
1,098,212
2,854
2,854
5,220,249
4,901,075
6,321,315
6,002,141
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
* The fair value of non-interest bearing liabilities is considered the same as the carrying value as the time value of
money from the date the debt was assigned to the date it will be repaid via issue of shares will not be material.
(c)
Interest Rate Risk
The Group’s exposure to market risk for changes in interest rates relates primarily to interest on deposits with banking
institutions. The sensitivities of a movement in interest rates have no material impact on the Group due to the small
balances that are interest bearing.
(d) Foreign Exchange Risk
As a result of operations in Tanzania in both United States dollars and Tanzanian shillings, the Group’s Statement of
Financial Position can be affected by movements in exchange rates. The Group does not hedge this exposure.
RMC ANNUAL REPORT 2022
40
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
23.
FINANCIAL RISK MANAGEMENT - continued
The Group manages its foreign exchange risk by constantly reviewing its exposure to commitments payable in foreign
currency and ensuring appropriate cash balances are maintained in Tanzanian shillings, to meet current operational
commitments.
The Group’s exposure to foreign exchange risk for changes in exchange rates relates has no material impact on the
Group due to the small balances of cash, receivables and payables.
Management believes the balance date risk exposures are representative of the risk exposure inherent in financial
instruments.
(e) Net Fair Values
Disclosure of fair value measurements by level are as follows:
• Level 1 – the fair value is calculated using quoted prices in active markets
• Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable
for the asset or liability, either directly (as prices) or indirectly (derived from prices)
• Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market
data
Fair values of other financial instruments
The carrying value of assets and liabilities, due to their short term nature, are assumed to approximate their fair value
other than the following non-interest bearing liabilities. These borrowings are on interest-free terms, and accordingly
present value calculations have been performed on the basis of an implied 14% discount rate as determined by the
Directors.
Non-interest bearing liabilities measured at fair value –
Level 2
Loan funds provided
Net (gain)/loss on measurement of loans fair value through
equity
Net (gain)/loss on measurement of loans fair value through
profit or loss
Initial recognition of financial liabilities at fair value
Finance costs – implicit interest on fair value adjustments of
loans
12(b)
12(c)
3(d)
Consists of:
Non-interest bearing liabilities – Sinom loans
Non-interest bearing liabilities – Corcel loans
12(b)
12(c)
Consolidated
2022
$
-
-
-
-
-
-
-
-
-
2021
$
5,126,087
(88,933)
(650,125)
4,387,029
419,884
4,806,913
-
296,223
4,510,690
4,806,913
24.
SEGMENT INFORMATION
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Managing Director.
Management has determined the operating segments based on the reports reviewed by the board of directors that
are used to make strategic decisions. The Group does not have any material operating segments with discrete
financial information. The Group does not have any customers and all its’ assets and liabilities are primarily related to
the mining industry and its operations are located within Papua New Guinea and Tanzania. The Tanzanian operations
are not material for the year. The Board of Directors review internal management reports on a regular basis that is
consistent with the information provided in the statement of profit or loss and other comprehensive income, statement
of financial position and statement of cash flows. As a result, no reconciliation is required because the information as
presented is what is used by the Board to make strategic decisions.
RMC ANNUAL REPORT 2022
41
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2022
_____________________________________________________________________________
25. MATTERS SUBSEQUENT TO THE REPORTING PERIOD
Subsequent to year end, the following occurred:
• On 14 July 2022, the Chairman, Asimwe Kabunga made an off-market share acquisition of 13,746,883 fully paid
ordinary shares for a non-cash consideration with a deemed value of $0.10 per share.
• On 29 September 2022 the Company held a General Meeting and all resolutions were passed on a poll. Amongst
other resolutions passed, shareholders approved of the Massive Nickel Pty Ltd acquisition, and the issue of
10,470,742 Shares and 2,094,118 Options with an expiry date of 20 May 2025 and an exercise price of $0.08 to
Kabunga Holdings Pty Ltd by way of repayment of the Company’s $649,186 debt to Kabunga Holdings Pty Ltd.
There are no other matters or circumstances that have arisen since 30 June 2022 that have or may significantly affect
the operations, results, or state of affairs of the Group in future financial years.
RMC ANNUAL REPORT 2022
42
DIRECTOR’S DECLARATION
for the year ended 30 June 2022
1.
In the opinion of the Directors:
a) The financial statements and notes are in accordance with the Corporations Act 2001, including:
i)
giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance
for the year then ended; and
ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations),
the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
iii) complying with International Financial Reporting Standards (IFRS) as stated in note 1 of the financial
statements; 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.
This declaration has been made after receiving the declarations required to be made to the Directors in
accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2022.
This declaration is signed in accordance with a resolution of the Board of Directors.
Asimwe Kabunga
Executive Chairman and Director
Dated this 30th day of September 2022
RMC ANNUAL REPORT 2022
43
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Resource Mining Corporation Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Resource Mining Corporation Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at
30 June 2022, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial report, including a summary of significant accounting policies
and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
44
Material uncertainty related to going concern
We draw attention to Note 1(c) in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Accounting for disposal of subsidiary
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 2 to the Financial
Report, the Group disposed of its interests
in Niugini Nickel Pty Ltd (NNPL), a
controlled entity of wholly owned
subsidiary Resource Exploration Pty Ltd
(REX) on 18 October 2021.
The accounting treatment applied to this
disposal is a key audit matter due to the
complexity and significance associated
with the determination of the fair value of
the sale consideration which comprised re-
assignment of debt at date of disposal.
Our procedures included, but were not limited to the
following:
•
•
•
•
•
Reviewing the share purchase agreement to
understand the key terms and conditions of the
transaction;
Assessing the carrying value of the disposed assets
and liabilities of the subsidiary at the date of
disposal;
Assessing the fair value of consideration received
and verifying to supporting documentation;
Re-performing the calculation of the gain on
disposal of subsidiary by comparing the
consideration received to the carrying value of the
identified assets and liabilities as at 18 October
2021; and
Assessing the adequacy of the related disclosures
in Note 2 to the Financial Report.
45
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2022, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
46
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 12 to 17 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the Remuneration Report of Resource Mining Corporation Limited, for the year ended
30 June 2022, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Melissa Reid
Director
Perth
30 September 2022
47
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY MELISSA REID TO THE DIRECTORS OF RESOURCE MINING
CORPORATION LIMITED
As lead auditor of Resource Mining Corporation Limited for the year ended 30 June 2022, I declare
that, to the best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Resource Mining Corporation Limited and the entities it controlled
during the period.
Melissa Reid
Director
BDO Audit (WA) Pty Ltd
Perth
30 September 2022
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
48
ADDITIONAL SHAREHOLDER INFORMATION
Additional information required by the Australian Securities Exchange Listing Rules and not disclosed elsewhere in
this report is set out below. The information is current as at 23 September 2022.
ANALYSIS OF SHAREHOLDING - Ordinary Shares
Size of Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – or more
Number of
Holders
489
543
237
530
180
Number of Shares
% of Shares
174,038
1,519,032
1,864,844
19,176,158
395,439,005
0.04
0.36
0.44
4.68
94.48
TOTAL
1,979
418,173,077
100%
913 shareholders holding less than a marketable parcel.
SUBSTANTIAL SHAREHOLDERS
The following substantial shareholders have notified the Company in accordance with the Corporations Act 2001:
Shareholder Name
Kabunga Holdings Pty Ltd
Topwei Two Pty Ltd
Number of Shares
70,711,936
33,567,818
% of Shares
16.91%
8.03%
TOP 20 SHAREHOLDERS
The top 20 largest shareholders are listed below:
Name
KABUNGA HOLDINGS PTY LTD
TOPWEI TWO PTY LTD
MR ROHAN PATNAIK
BNP PARIBAS NOMINEES PTY LTD
AFRIKA KAZI LIMITED
MS JOVITHA CHARLES JOSEPH
MS LETICIA HERMAN KABUNGA
MR WALEED KH S A A ESBAITAH
ASENA HOLDINGS PTE LTD
ROPA INVESTMENTS (GIBRALTAR) LIMITED
MR YULONG GU
THUNDER LUCK INTERNATIONAL LTD
BEST VENTURE DEVELOPMENT LIMITED
MR JIUMIN YAN
MR MARC DOMINIQUE SENGES
VEN CAPITAL PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CLASSIC ROOFING PTY LIMITED
BRISPOT NOMINEES PTY LTD
MR HASHIMU MUSEDEM MILLANGA
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Number of
Shares
70,711,936
% of
Shares
16.91
33,567,818
16,353,754
15,896,690
15,200,000
15,200,000
15,200,000
14,664,773
14,089,377
13,000,000
12,220,295
8,503,171
8,469,895
8,279,640
7,962,095
7,000,000
5,844,489
5,510,000
5,019,910
4,569,801
8.03
3.91
3.80
3.63
3.63
3.63
3.51
3.37
3.11
2.92
2.03
2.03
1.98
1.90
1.67
1.40
1.32
1.20
1.09
TOTAL TOP 20 HOLDERS
297,263,644
71.09%
TOTAL REMAINING HOLDERS BALANCE
120,909,433
28.91%
TOTAL
418,178,077
100%
RMC ANNUAL REPORT 2022
49
ADDITIONAL SHAREHOLDER INFORMATION
VOTING RIGHTS - Ordinary Shares
Article 13.13 of the Constitution specifies that on a show of hands every member present in person, by attorney or by
proxy shall have:
a)
b)
for every fully paid share held by him one vote
for every share which is not fully paid a fraction of the vote equal to the amount paid on the share over the
nominal value of the shares.
REQUIREMENT LISTING RULE 4.10.18
In accordance with the listing rule 4.10.18 the Company confirms that it is not currently subject to an on-market
buyback.
REQUIREMENT LISTING RULE 4.10.21
On 29 September 2022, the Company held a General Meeting, and all resolutions were passed on a poll. Amongst
the resolutions passed was that for the purposes of Listing Rule 10.1, item 7 of section 611 of the Corporations Act
and for all other purposes, approval was given for the Company to acquire all of the issued share capital in Massive
Nickel Pty Ltd from Kabunga Holdings Pty Ltd (a company controlled by Mr Asimwe Kabunga), including the issue of
75,000,000 shares to Kabunga Holdings Pty Ltd (or it nominee(s)) in connection with that transaction, and for Kabunga
Holdings Pty Ltd and its associates, as a result of that transaction, to acquire voting power in the Company of up to
24.61%.
ANALYSIS OF OPTIONHOLDINGS – Unlisted Options
Unlisted options exercisable at $0.08 per option, expiring 20 May 2025:
Size of Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – or more
TOTAL
Number of
Holders
-
Number of Options % of Options
-
-
-
-
-
1
1
-
-
-
2,000,000
2,000,000
-
-
-
100%
100%
The following option holders holds more than 20% of these unlisted options:
Optionholder Name
TOPWEI TWO PTY LTD
Number of Options % of Options
2,000,000
100%
Unlisted options exercisable at $0.10 per option, expiring 25 May 2025:
Size of Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – or more
TOTAL
Number of
Holders
-
Number of Options % of Options
-
-
-
-
-
3
3
-
-
-
8,000,000
8,000,000
-
-
-
100%
100%
RMC ANNUAL REPORT 2022
50
ADDITIONAL SHAREHOLDER INFORMATION
The following option holders holds more than 20% of these unlisted options:
Optionholder Name
CONG MING LIMITED
NEW STREET CAPITAL PTY LTD
Number of Options % of Options
4,000,000
3,000,000
50%
37.5%
Unlisted options exercisable at $0.15 per option, expiring 22 June 2025:
Size of Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – or more
TOTAL
Number of
Holders
-
Number of Options % of Options
-
-
-
-
-
7
7
-
-
-
5,000,000
5,000,000
-
-
-
100%
100%
The following option holders holds more than 20% of these unlisted options:
Optionholder Name
MR ZULIANG PARK WEI + MS BAO HONG
ZHANG < WEI &ZHANG SUPER FUND A/C>
MR YING WANG
MR BIN ZHOU
Number of Options % of Options
1,500,000
1,000,000
1,000,000
30%
20%
20%
VOTING RIGHTS - Options
Options have no voting rights.
INTEREST IN MINING TENEMENTS
Tenement
Location
Tenement No.
RMC Interest
Kabulwanyele
Tanzania
PL/11534/2021
Kabulwanyele
Tanzania
PL/11535/2021
Kabulwanyele
Tanzania
PL/17691/2021*
74.25%
74.25%
74.25%*
* Tenement applied for but not yet granted.
RMC ANNUAL REPORT 2022
51