Resources & Energy Group
Annual Report 2023

Plain-text annual report

ASX Release 29 September 2023 Annual Report 2023 Attached is the Annual Report for the year ended 30 June 2023 of Resources & Energy Group Limited. Authorised for release by the Board. Warren Kember Company Secretary Investor enquiries: J. Daniel Moore Chief Executive Officer E: rjpoole@rezgroup.com.au P: +61 2 9227 8900 Suite 301 Level 3, 66 Hunter Street Sydney NSW 2000 GPO Box 2537, Sydney NSW 2001 T: +612 9227 8900 E: communications@rezgroup.com.au W: www.rezgroup.com.au 1 ANNUAL REPORT 30 June 2023 Business Objective Contents Corporate Directory Directors' Report Mineral Resources & Ore Reserves Financial Report Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors' Declaration Auditor's Independence Declaration Independent Auditor's Report Security Holders' Information 2 3-16 17 18 19 20 21 22-50 51 52 53-56 57-58 Resources and Energy Group Limited (ASX:REZ) is an independent, ASX-listed mineral resources explorer, developer and producer, holding mining leases in Western Australia and Queensland. REZ aims to develop a portfolio of mining tenements through to production. REZ is currently focused on the development of the flagship East Menzies Gold Project (EMGP) 130km north of Kalgoorlie in Western Australia. EMGP represents a +100km2 package of contiguous mining, exploration, and prospecting licenses, which are located within a significant orogenic lode gold province. Cover photo Mining operations at Granny Venn in the East Menzies Gold Project Annual Report June 2023 1 Corporate Directory Directors Gavin Rezos Richard Poole J Daniel Moore Company Secretary Warren Kember Share Registry Automic Group Level 5, 126 Phillip St, Sydney, NSW 2000 Telephone 1300 288 664/(02) 9698 5414 Email: hello@automicgroup.com.au Auditor RSM Australia Partners Level 13, 60 Castlereagh Street Sydney, NSW 2000 Stock Exchange Listing Resources & Energy Group Limited's fully paid ordinary shares are listed on the Australian Securities Exchange (ASX:REZ) Registered Office Level 3, Suite 301 66 Hunter Street Sydney, NSW 2000 Telephone +(612) 9227 8900 Facsimile +(612) 9227 8901 ABN: 12 110 005 822 Web site: www.rezgroup.com.au Solicitor Steinepreis Paganin Level 4, 16 Milligan Street Perth, WA 6000 Bankers National Australia Bank 255 George Street Sydney, NSW 2000 Annual Report June 2023 2 Directors' Report The directors present their report together with the annual Financial Report of Resources & Energy Group Limited (Company) and its controlled entities (the Group or consolidated entity) for the year ended 30 June 2023 and the Independent Audit Report thereon. Directors The details of directors of the Company at any time during or since the end of the financial year to the date of this report are set out below. Names, qualifications, experience and special responsibilities Mr Gavin Rezos Bachelor of Laws, LLB, BA Chairman, non-executive director, independent Appointed: 22 April 2016 Completed years of service: 7 years Mr Rezos has extensive Australian and international investment banking experience and is a former investment banking Director of HSBC Group with regional roles during his career in London, Sydney and Dubai. Mr Rezos has held CEO or directorship roles of companies in the technology and resources sectors in Australia, the UK and the US and was formerly a non-executive director Iluka Resources Limited and of Rowing Australia. He is currently non- exective deputy Chairman of Vulcan Energy Resources Limited, non-executive Chairman of Kuniko Limited and principal of Viaticus Capital. Non-executive director positions held during the past 3 years: Vulcan Energy Resources Limited and Kuniko Limited. Mr Richard Poole Bachelor of Laws, Bachelor of Commerce, LLB, ASIA Director and Chief Executive Officer, non-independent Appointed: 12 July 2004 Completed years of service: 18 years Mr Poole commenced his career as a lawyer specialising in mergers and acquisitions. He left the law in 1990 to build a research and development operation with operations in Japan, USA and Australia and added a manufacturing company in China in 1994. He successfully built the R&D company from its early stages to a public listed vehicle raising the necessary capital up to his departure in 1999. Since 1999 he has continued his involvement in fund raising and the development of companies. He is a principal of Arthur Phillip Pty Limited a corporate advisory firm providing investment services and he is an experienced corporate advisor and entrepreneur. Mr J Daniel Moore Chief Executive Officer and Director, non-independent Appointed: 14 July 2021 Completed years of service: 2 years Mr Moore has extensive experience working with emerging companies in natural resources. He has been involved with Resource & Energy Group’s East Menzies Goldfields since 2013 when it was first listed on the ASX. Daniel is currently a Director of Marquee Resources (ASX: MQR) and a founder of Koch Metals and Centenario Lithium. Previously he held Non-Executive Director roles at iCollege (ASX: ICT), Coronado Resources now Race Oncology (ASX: RAC) and Stratum Metals now Locality Planning Energy (ASX: LPE). Annual Report June 2023 3 Directors' Report Company Secretary Mr Warren Kember Bachelor of Commerce, MBA, Dip Applied Finance Chief Financial Officer and Company Secretary Completed years of service: 7 years Mr Kember is the Chief Financial Officer and Company Secretary of the Group and is responsible for directing all financial, legal and risk management. Mr Kember has significant experience in executive finance having served as Chief Financial Officer for a number of ASX listed companies in the construction, mining and technology sectors. Interests in the shares and options of the company and related bodies corporate As at the date of this report, the interests of the directors in the shares and options of the Company were: Mr Gavin Rezos Mr Richard Poole Mr J Daniel Moore Number of Ordinary Shares Number of Options over Ordinary Shares 15,258,700 8,000,000 67,987,302 8,000,000 12,000,000 25,000,000 Directors' meetings The number of meetings of directors (including meetings of committees of directors) held during the financial year and the number of meetings attended by each director were as follows: Mr Gavin Rezos Mr Richard Poole Mr J Daniel Moore Dividends Directors' meetings Eligible to attend Attended 8 8 8 8 8 8 No dividends have been paid or declared since the end of the previous financial year, nor do the directors recommend the declaration of a dividend (2022: Nil). Principal Activities The principal activities of the Group are to explore and develop suitable mineral deposits, including gold and silver. The Group had 2 employees at 30 June 2023 (2022: 3 employees). Operating Results for the Year Financial results The loss after tax of the Group of continuing operations for the year ended 30 June 2023 was $1,333,066 (2022: Profit $317,898). Annual Report June 2023 4 Directors' Report East Menzies Prospect (EMP) The East Menzies Gold Project is located 130km north of Kalgoorlie, with a collective surface area of 103km2 and consists of over 50 tenements, a mixture of mining leases, mining lease applications, prospecting leases and prospecting lease applications. These mining and exploration instruments are host to a 20km continuous strike of a mineralised Greenstone Belt, including the Springfield Venn Gold Corridor, and the Goodenough Syncline. The package of contiguous mining, exploration, and prospecting licenses which are prospective for precious metals, nickel, and other technology metals. The tenements are located within a significant orogenic lode gold province. The EMP currently encompasses seven operational areas, including the Gigante Grande Gold prospect on the east side project area, which has been subdivided into three geographical domains (North, Central and South. In the southwest, drilling investigations at Springfield have intersected magmatic Nisulphides. This is a significant and material exploration result that has opened a large tract of prospective ground for nickel, cobalt, copper, and platinum group elements. In the central west, the Company is investigating opportunities for mining operations in M29/189 Granny Venn, M29/141 Goodenough, and M29/427 Maranoa. In the north exploration planning is underway to investigate the Venn Springfield corridor, from the northern end of the Granny Venn Open Pit to the Cock Robin prospect located in E29/929. During the financial year the Company focused on its Springfield Nickel Project where activities identified a large and shallow nickel deposit with prospects for open cut development. Modelling and mine planning work on the Companies Goodenough and Maranoa Gold projects has also commenced with emphasis on exploiting zones of shallow gold mineralisation which have potential to support short campaign style mining operations. A drilling campaign at the Springfield Nickel Prospect showed multi element and precious metal assay results. Drill hole number SFRC016 confirmed the hole intersected a significant interval of Meta-Komatiite hosted Nickel sulphides. This comprises a principal mineralized interval of 8m @ 0.64% Ni, 469ppm Co and 45ppb (Pt+Pd) from 102m, within a broader interval of 17m @ 0.40% Ni, 295 ppm Co and 32ppb (Pt+Pd) from 96m downhole. SFRC016 also returned several zones of polymetallic mineralisation within the Nickel intercepts including 8m @ 0.38% Zn from 102m. From 58m down the hole, the upper volcano-sedimentary sequence also hosted elevated Silver, Lead and Zinc mineralisation comprising 15m @ 3.2gt/ag and 0.08% As, including 3m@ 0.14% Pb and 0.41% Zn from 68m. The Nickel and Zinc mineralisation encountered in SFRC16 is consistent with drill assays by CRA in 1969, (3m @ 0.38% Zn in MEPD01), BHP in 1986 (22m @ 0.29% Zn in JR011), and Great Australian Resource in 2004 (8m @ 1.5% Zn in MZR005). From this association it is reasonable to conclude these intervals are part of a system of mineralisation which is potentially ~3.5km long (north to south), and ~1.5km wide (east to west). Annual Report June 2023 5 Directors' Report East Menzies Project Location Plan Annual Report June 2023 6 Directors' Report A summary of the significant results obtained to date on the Springfield Prospect is presented below. Springfield Prospect Schematic Long Section The prospective sequence at Springfield is interpreted to dip to the west, and run to surface, where it is represented by several gossanous outcrops along the eastern side of the prospect. Only skeletal regolith cover is present, with little or no lateritic duricrust. Lower saprocks transition to fresh rock at relatively shallow depths of between 50 and 60m. Whilst these observations are preliminary in nature, they indicate that the Springfield Prospect has the potential to progress into a significant nickel discovery with potential for open cut operations. Annual Report June 2023 7 Directors' Report A program of diamond drilling has been designed as a step out from SFRC016 to recover additional sample for petrological, metallurgical, and structural analysis. This work will also involve the installation of 50mm casing sleaves to enable completion of down hole geophysical surveys. Borehole SFRC017, which was terminated at 112m depth due to excessive water make, will also be completed to the original target depth of 180m. In parallel with coring operations a program of RC drilling commence in July. This work will be drill testing the current structural interpretation to the north-south, east, and west of SFRC016. These step out holes will assist in confirming the continuity of mineralisation in terms of thickness and grade, along strike, and dip. Modelling and mine planning work on the Companies Goodenough and Maranoa Gold projects was commenced with emphasis on exploiting zones of shallow gold mineralisation which have potential to support short campaign style mining operations. As part of these investigations samples recovered from the March 2023 Maranoa and Goodenough gold drilling programs have been submitted to ALS for bulk leach extractable gold test work (BLEG). In the absence of any historical process recovery details, the BLEG results will provide an indication for amenability of the ore for gold recovery by conventional cyanide leach extraction. An evaluation of the drilling investigations completed by the Company at Maranoa (M29/427) indicates that upper level stoping is not as extensive as has been modelled. To test this finding, a program of four shallow holes have been designed to investigate the historical workings at depths typically less than 10m. A program of work application has also been lodged to excavate several costeans, and recover a bulk sample of ore from the northern end of the Maranoa Lode. At Goodenough (M29/141) the Company is investigating potential for the development of a opencut which would advance southwards from resource outcrop to a depth of about 25-30m. As with Maranoa, the Companies initial evaluation indicates that historical underground and open cut/underlay development is not as extensive as indicated on plan. Mount Mackenzie The Mount Mackenzie Gold Project is located 150km north west of Rockhampton, Queensland. The project includes a 28.4km2 tenement package held by the Group. During the year the Board undertook an evaluation of the benefits of continuing to hold and fund the development of the Mount Mackenzie prospect. The results of this review determined that for the current level of financial resources, the Company could be expected to obtain greater value from its interests in its East Menzies tenement package. The Board then began a process of discussion with possible parties for either a joint venture or outright sale. This cummulated in an offer being made which the Board accepted for the outright sale of the Mount Mackenzie tenement package (refer Subsequent Events section below). Annual Report June 2023 8 Directors' Report Tenements Tenements held by the Group as of 30 June 2023 were as follows. State Project Number Status Queensland Queensland Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Mt Mackenzie Mt Mackenzie Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies MDL2008 EPM10006 E29/0979 L29/0061 M29/0141 M29/0189 M29/0427 P29/2225(2) P29/2270(1) P29/2391 P29/2395 P29/2408 P29/2409 P29/2455(3) P29/2456 P29/2457 P29/2458 P29/2459 P29/2460 P29/2461 P29/2469 P29/2470 P29/2471 P29/2472 P29/2473 P29/2474 P29/2492 P29/2494 P29/2496 P29/2497 P29/2500 P29/2528 P29/2553 P29/2554 P29/2555 P29/2556 P29/2557 P29/2558 P29/2563 P29/2564 Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live REZ beneficial ownership 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Expiry 01 Nov 2024 28 Mar 2028 23/02/2027 31/03/2041 31/07/2033 15/10/2040 11/02/2040 4/09/2020 22/04/2021 2/04/2025 19/04/2025 2/07/2025 28/09/2025 31/01/2027 31/01/2027 31/01/2027 31/01/2027 31/01/2027 31/01/2027 31/01/2027 24/03/2024 16/07/2023 14/06/2024 25/03/2024 25/03/2024 12/03/2024 14/06/2024 14/06/2024 25/03/2024 25/03/2024 25/03/2024 24/10/2023 15/11/2024 15/11/2024 15/11/2024 15/11/2024 15/11/2024 15/11/2024 17/11/2024 16/11/2024 Annual Report June 2023 9 Directors' Report State Project Number Status Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Western Australia Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies Menzies P29/2565 P29/2566 P29/2567 P29/2568 P29/2595 P29/2596 P29/2599 P29/2600 P29/2601 P29/2602 P29/2603 P29/2604 P29/2619 P29/2620 P29/2621 P29/2622 P29/2623 P29/2624 P29/2625 Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live REZ beneficial ownership 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Expiry 16/11/2024 16/11/2024 16/11/2024 16/11/2024 3/11/2025 3/11/2025 15/11/2025 18/05/2025 18/05/2025 18/05/2025 Pending 18/05/2025 4/11/2025 4/11/2025 4/11/2025 4/11/2025 4/11/2025 4/11/2025 4/11/2025 Note 1,2: Mining licence application in progress, prospecting licence remains in place until granted Note 3 : Extension of 4 years applied for, will continue as prospecting tenement until determined Significant Changes in State of Affairs During the financial year there were no significant changes to the Group's activities. Going Concern The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and the discharge of liabilities in the normal course of business. As disclosed in the financial statements, the Group incurred a loss of $1,333,066 from continuing operations and had net cash outflows from operating activities of $1,110,259 for the year ended 30 June 2023. The ability to continue as a going concern and realise its exploration assets is dependent on a number of factors, the most significant of which is to source additional funding via share placement to continue its operations. These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. Annual Report June 2023 10 Directors' Report The Directors believe that there are reasonable grounds to believe that the Group will be able to continue as a going concern, after consideration of the following factors: • The Group has net current assets of $1,515,505 and net assets of $9,683,173 at balance date; • The Group has a cash balance of $704,982 as at the end of current financial year; • The Group raised $2,422,850 net of costs in prior year (per note 14) and is in the process of inititiating a further capital raise; • The ability for the directors to scale back activities in order to preserve cash when required; and • If required, the Group has the ability to reduce discretionary spending in its consultancy expenditures. Accordingly, the Directors believe that the consolidated entity will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report. The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the Group does not continue as a going concern. Significant Events After Balance Date Other than as set out below there have been no significant events occurring after the balance date which may affect either the Group's operations, results of those operations or the Group's state of affairs. On 19 September 2023 the Company entered into a binding heads of agreement (Agreement) for the sale of the tenements and land held at the Mount Mackenzie prospect. The Agreement, which is conditional upon the purchaser completing due diligence, provides the following consideration: * $750,000 payable by 26 October 2023; * $750,000 upon receipt of approval to commence mining activities or upon Aureus listing its securities on a recognised stock exchange; and * an ongoing royalty of 1% of the market value of gold extracted. Likely Development and Expected Results Apart from the matters referred to above in the Operating Results for the year, other likely developments in the operations of the Group and the expected results of those operations in subsequent financials years have not been included in this report because the directors believe this could result in unreasonable prejudice to the Group. Environmental Regulation and Performance Exploration and development activities are subject to State and Federal laws and regulations. The Group has a policy of complying with its environmental performance obligations as a minimum, and during the reporting period, there has been no known breach of the environment regulations. The Group is committed to ensuring the activities of its business are conducted in a way so as to minimise adverse impacts on the environment and local communities. Annual Report June 2023 11 Directors' Report Unissued Shares Under Securities There were 83,000,000 share options on issue as at 30 June 2023 that can convert to ordinary shares in the ratio of one fully paid ordinary share for each share option. No share options have been issued subsequent to the end of the financial year to the date of this report. Option class Class P Vesting conditions Vested Class R Class S Class T Class U Class V Vested Vested Vested Vested Grant date 14/10/2020 15/07/2021 Expiry date 30/09/2025 31/08/2026 Exercise price Number of share options $0.050 15,000,000 $0.080 8,000,000 14/09/2021 31/08/2026 $0.080 21,000,000 15/09/2021 31/08/2026 $0.080 11,000,000 27/10/2021 31/08/2026 $0.080 8,000,000 Not vested 24/11/2022 24/11/2027 $0.080 20,000,000 Share options on issue at 30 June 2023 83,000,000 No shares were issued during the financial year as a result of the exercise of options Indemnification and Insurance of Officers and Directors REZ’s constitution indemnifies, to the extent permitted by law, officers of the Group when acting in their capacity in respect of: • liability to third parties (other than related entities) when acting in good faith; and • costs and expenses of successfully defending legal proceedings and ancillary matters. The Directors and the Company Secretary named earlier in this report have the benefit of the indemnity together with any other person in or who takes part in the management of the Group. During the year REZ did not pay any premiums of insurance in respect of contracts insuring Directors, Company Secretary or other members of management against liabilities incurred in their capacity as Director or officers of the Group. Rounding The amounts contained in this report and in the financial report have been rounded to the nearest $1 (where rounding is applicable) under the option available to the company under ASIC Class Order 98/0100. The company is an entity to which the Class Order applies. Proceedings on Behalf of the Company No person has applied for leave of court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is party for the purpose of taking responsibility for the company for all or any part of those proceedings. The Company and Group were not party to any such proceedings during the financial year. Auditor Independence A copy of the external auditor's declaration under Section 370C of the Corporations Act in relation to the audit for the financial year is attached to the Financial Statements. Annual Report June 2023 12 Directors' Report Non-audit services No non-audit services were provided during the current year by the auditor. Remuneration Report (Audited) The remuneration report, which has been audited, outlines the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report Key Management Personnel (KMP) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, including executive and non-executive directors. During the financial year ended 30 June 2023, KMP consisted of: Mr Gavin Rezos Mr Richard Poole Mr J Daniel Moore Mr Warren Kember Non-executive director and Chairman Executive Director Non-executive director Chief Financial Officer and Company Secretary Principles used to determine the nature and amount of remuneration In order for the Company and Group to prosper and enhance shareholder value, the Group must be able to attract and retain the highest calibre of executives. At this stage of the Group's development, a framework has not been developed that links performance and KMP remuneration. The responsibilities of the Remuneration Committee, which have been assumed by the full Board, include reviewing the remuneration of KMP and determining the nature and amount of emoluments of KMP on an annual basis. In conducting this review reference is made to market and industry conditions. Remuneration packages, can consist of base salary, fringe benefits, incentive schemes (including performance related bonuses), superannuation, and entitlements upon retirement or termination, are reviewed with due regard to performance and other relevant factors. Where appropriate, share-based remuneration is provided to encourage KMP to focus on improving shareholder value and also to reduce cash costs during the Group's development phase. The aggregate amount of non-executive director fees is limited to $200,000 per annum as per a resolution of shareholders. For further information, please refer to our corporate governance plan and annual governance statement on our web site at www.rezgroup.com.au. Short-term incentives and long-term incentives Due to the current size of the Group and the extent of its operations limited short-term incentives, such as performance based bonuses or longer term incentives, were provided to KMP other than as shown below. Annual Report June 2023 13 Directors' Report Details of remuneration Amounts paid or owing to KMP during the financial year ended 30 June 2023 are set out below. Year ended 30 June 2023 Short-term benefits Post employment Share-based payments Total Salary & fees Superannuation $ $ Equity settled $ Directors Mr Gavin Rezos Mr Richard Poole Mr J Daniel Moore Management 42,375 33,000 234,850 Mr Warren Kember (i) - 310,225 2,100 - - 2,100 Percentage of renumeration in form of share based payments % 0% 0% 18% 0% 15% $ 44,475 33,000 288,150 - - 53,300 - - 53,300 365,625 (i) Remuneration forms part of the fees charged by a director related entity. Details of the nature of the engagement and the amount of fees charged are provided in Note 21 of the financial statements. Amounts paid or owing to KMP during the financial year ended 30 June 2022 are set out below. Year ended 30 June 2022 Short-term benefits Post employment Share-based payments Salary & fees Superannuation $ $ Equity settled $ Total $ Directors Mr Gavin Rezos Mr Richard Poole Mr J Daniel Moore Management 50,800 33,000 154,550 Mr Warren Kember (i) - 238,350 - - - - - 148,800 148,800 93,000 199,600 181,800 247,550 83,600 474,200 83,600 712,550 Percentage of renumeration in form of share based payments % 75% 82% 38% 0% 67% (i) Remuneration forms part of the fees charged by a director related entity. Details of the nature of the engagement and the amount of fees charged are provided in Note of the financial statements. Service agreements The non-executive directors did not enter into any service agreements with the Group. The responsibilities of the Nomination Committee, which have been assumed by the full board, includes reviewing the appointment and retirement of Non-Executive Directors on a case by case basis. Currently all directors are required to be re-elected at least every three years and at least one-third of directors must retire at each Annual General Meeting. The Company has entered into a Corporate Advisory and Business Development Mandate (Agreement) with entities ultimately controlled by interests associated with Mr Richard Poole (Arthur Phillip). The Agreement provides for the payment of fees for the raising of debt or equity capital and the charging of costs associated with the administration of the Group. Annual Report June 2023 14 Directors' Report Arthur Phillip invoiced fees and expenses for the provision of management, accounting, office administration, consulting and company secretarial services to the Company, amounting to $292,920 (2022: $411,800), consisting of: Directors fees (as shown above under Details of Renumeration) Share-based payment Office rent Accounting and company secretarial services Management services 2023 $ 2022 $ 33,000 - 5,500 122,420 132,000 292,920 33,000 148,800 33,000 76,000 121,000 411,800 At the end of the financial year an amount of $493,364 for fees owing in prior years, which is subject to performance conditions, is included as a contingent liability in the financial statements. Share options The terms and conditions of each grant of options over ordinary shares affecting remuneration of KMP in the prior, current or future financial years are as follows: Option class/Holder Class L Mr Christian Price Class M Mr Christian Price Class S Mr Gavin Rezos Class S Mr Richard Poole Class S Mr J Daniel Moore Class T Mr Warren Kember Class V Mr J Daniel Moore Number of share options 1,000,000 1,000,000 8,000,000 8,000,000 5,000,000 4,000,000 20,000,000 47,000,000 Grant date 18/12/2017 18/12/2017 14/09/2021 14/09/2021 14/09/2021 15/09/2021 24/11/2022 Expiry date 15/12/2022 15/12/2022 31/08/2026 31/08/2026 31/08/2026 31/08/2026 24/11/2027 Exercise price $0.14 $0.14 Fair value per option at grant date $0.03 $0.03 $0.08 $0.08 $0.08 $0.08 $0.08 $0.02 $0.02 $0.02 $0.02 $0.01 Share options carry no entitlement to dividends or right to vote. No share options were exercised, cancelled or lapsed during the current or prior financial year. No person entitled to exercise share options had or has any right by virtue of the options to participate in any share issue of any other body corporate. Movements in Shares held by Key Management Personnel 2023 Mr Gavin Rezos Mr Richard Poole Mr J Daniel Moore Mr Warren Kember Balance at the start of the year Granted as compensation Net other change 15,258,700 67,987,302 12,000,000 625,000 - - - - - - - - Balance at the end of the year 15,258,700 67,987,302 12,000,000 625,000 Annual Report June 2023 15 Directors' Report Movements in Share Options held by Key Management Personnel 2023 Balance at the start of the year Granted as compensation Net other change Mr Gavin Rezos Mr Richard Poole Mr J Daniel Moore Mr Warren Kember 8,000,000 - - 8,000,000 - - 5,000,000 20,000,000 - 4,000,000 - - Balance at the end of the year 8,000,000 8,000,000 25,000,000 4,000,000 End of remuneration report Signed in accordance with a resolution of the directors. Mr Gavin Rezos, Chairman Sydney, 29 September 2023 Annual Report June 2023 16 Mineral Resources and Ore Reserves Group mineral resources as at 30 June 2023 were estimated at 4.4 million tonnes at 1.37g/t Au for 183,000 ounces AU and 862,000 ounces AG. Mineral resource figures have been prepared in accordance with the requirements of 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results'. Mineral Resources Project Type Cut off 30 June 2023 Mount Mackenzie Open Cut Oxide Primary Menzies Goodenough Granny Venn Maranoa Open Cut Open Cut Open Cut 30 June 2022 Mount Mackenzie Open Cut Oxide Primary Menzies Goodenough Granny Venn Maranoa Open Cut Open Cut Open Cut (g/t) 0.35 0.55 1.00 1.00 1.00 0.35 0.55 1.00 1.00 1.00 Tonnes (kt) Indicated Gold metal (koz) Gold grade (g/t) Silver grade (g/t) Tonnes (kt) Silver metal (koz) Inferred Gold metal (koz) Gold grade (g/t) Silver grade (g/t) Silver metal (koz) Tonnes (kt) Gold grade (g/t) Total Gold metal (koz) Silver grade (g/t) Silver metal (koz) 500 1,200 1.09 1.25 18.0 48.0 8.0 13.0 136 482 700 1,030 0.96 1.28 21.0 42.0 4.0 5.0 87 157 1,200 2,230 634 1.84 38.0 82 41 46 1.99 2.14 5.70 5.2 2.9 8.0 716 41 46 6.0 9.0 223 639 1.01 1.26 1.86 2.14 5.70 39.0 90.0 43.0 2.9 8.0 2,334 1.38 104.0 7.4 618 1,899 1.32 79.1 3.7 244 4,233 1.35 182.9 5.7 862 500 1,200 1.09 1.25 18.0 48.0 8.0 13.0 136 482 700 1,030 0.96 1.28 21.0 42.0 4.0 5.0 87 157 1,200 2,230 634 1.84 38.0 82.0 41.0 46.0 1.99 2.14 5.7 5.2 2.9 8.0 716 41 46 6.0 9.0 223 639 1.01 1.26 1.86 2.14 5.70 39.0 90.0 43.0 2.9 8.0 2,334 1.38 104.0 7.4 618 1,899 1.32 79.1 3.7 244 4,233 1.35 182.9 5.7 862 Competent Persons Statement and Consent The information in this release that relates to mineral resources is based on and fairly represents information compiled by Mr. Michael Johnstone and Mr Todd Axford and who are members of the Australasian Institute of Mining and Metallurgy, and Principal Consultants for Minerva Geological Services (MGS) and Geko‐Co (GKC) respectively. MGS and GKC have been contracted by Resources & Energy Group Limited (the Company) to provide exploration management, advice and guidance to the company. Both Mr. Axford and Mr Johnstone have sufficient technical experience that is relevant to the reporting of exploration results to qualify as a competent person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr. Axford and Mr Johnstone consent to the inclusion in this release of the matters based on their information in the form and context in which it appears. This presentation contains information provided in releases made by the Company to the ASX on 26 February 2016, 21 June 2016 and 19 May 2020 concerning the Mt Mackenzie Resource and 11 June 2020, 3 November 2020, 14 January 2021, 22 March 2021 and 4 May 2021 concerning Menzies. The Company is not aware of any new information or data that materially affects the information included in previous ASX announcements and that all material assumptions and technical parameters underpinning the estimates in the announcement continue to apply and have not materially changed. Annual Report June 2023 17 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2023 Continuing operations Other income Corporate and other administration costs Director fees Exploration and evaluation costs expensed Employee benefits expense Finance income Depreciation Amortisation of exploration and evaluation costs Share-based payments expense Insurance Other expenses Profit/(loss) before income tax Income tax benefit Profit/(loss) after tax from continuing operations Discontinued operations Loss after tax from discontinued operations Other comprehensive income Notes 2023 $ 2022 $ 4(a) - 3,353,131 4(b) 4(c) 10 18 (345,076) (252,365) (360,455) (71,135) 74 (1,334) - (68,329) (39,561) (194,885) (321,670) (201,242) (187,492) (69,125) 6 (1,334) (1,236,892) (828,905) (45,383) (143,197) 5 (1,333,066) - (1,333,066) 317,898 - 317,898 11 (1,786,954) (155,741) - - Total comprehensive income/(loss) for the year (3,120,020) 162,157 Total comprehensive income/(loss) is attributable to: Shareholders of Resource & Energy Group Limited Continuing operations Discontinued operations Non- controlling interests Continuing operations Discontinued operations (1,332,279) (1,786,954) (3,119,233) 319,532 (155,741) 163,791 (787) - (787) (1,634) - (1,634) (3,120,020) 162,157 Earnings per share for continuing operations Earnings/(loss) per share (cents per share) – basic Earnings/(loss) per share (cents per share) – diluted 16 16 (0.27) (0.27) 0.07 0.07 This consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the notes to the financial statements. Annual Report June 2023 18 Consolidated Statement of Financial Position As at 30 June 2023 Assets Current assets Cash and cash equivalents Trade and other receivables Other assets Assets held for sale Total current assets Non-current Assets Property, plant and equipment Exploration and evaluation assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provisions Total current liabilities Non-current liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Notes 2023 $ 2022 $ 6 7 8 11 9 10 704,982 - 20,000 1,500,000 3,839,241 335,331 20,000 - 2,224,982 4,194,572 61,991 8,485,787 32,555 9,525,406 8,547,778 9,557,961 10,772,760 13,752,533 12 13 695,139 14,338 660,771 15,255 709,477 676,026 13 380,110 341,642 380,110 341,642 1,089,587 1,017,668 9,683,173 12,734,865 14 15 36,811,242 1,778,024 (31,268,804) 36,811,242 1,709,695 (28,149,571) Total equity attributable to the shareholders of Resources & Energy Group Limited Non-controlling interests Total equity 7,320,462 10,371,366 2,362,711 9,683,173 2,363,498 12,734,865 This consolidated statement of financial position should be read in conjunction with the notes to the financial statements Annual Report June 2023 19 Consolidated Statement of Changes in Equity For the year ended 30 June 2023 Issued capital $ Share option reserve $ Accumulated losses $ Non- controlling interests $ Total $ Balance at 1 July 2021 34,388,392 763,990 (28,313,361) 2,365,132 9,204,153 Total comprehensive income for the year Issue of shares Capital raising cost Share-based payment - 2,725,000 (302,150) - - - - 945,705 163,790 - - - (1,634) - - - 162,157 2,725,000 (302,150) 945,705 Balance at 30 June 2022 36,811,242 1,709,695 (28,149,571) 2,363,498 12,734,865 Balance at 1 July 2022 36,811,242 1,709,695 (28,149,571) 2,363,498 12,734,865 Total comprehensive loss for the year Share-based payment - - - 68,329 (3,119,233) - (787) - (3,120,020) 68,329 Balance at 30 June 2023 36,811,242 1,778,024 (31,268,804) 2,362,711 9,683,173 This consolidated statement of changes in equity should be read in conjunction with the notes to the financial statements Annual Report June 2023 20 Consolidated Statement of Cash Flows For the year ended 30 June 2023 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Notes 2023 $ 2022 $ 335,331 (1,445,590) 3,353,131 (1,066,464) Net cash flows provided by/(used in) operating activities 6(b) (1,110,259) 2,286,667 Cash flows from investing activities Purchase of property, plant and equipment Exploration and evaluation costs capitalised Net cash flows used in investing activities Cash flows from financing activities Share placement Transaction costs on issue of shares Net cash flows provided by financing activities (30,770) (1,993,230) - (2,003,524) (2,024,001) (2,003,524) - - - 2,725,000 (185,350) 2,539,650 Net decrease in cash and cash equivalents (3,134,259) 2,822,793 Cash and cash equivalents at beginning of period 3,839,241 1,016,448 Cash and cash equivalents at end of period 6(a) 704,982 3,839,241 This consolidated statement of cash flow should be read in conjunction with the notes to the financial statements Annual Report June 2023 21 Notes to the Financial Statements For the year ended 30 June 2023 1 Corporate information Resources & Energy Group Limited (the “Company”) is a listed public company incorporated and domiciled in Australia. The consolidated financial statements for the year ended 30 June 2023 comprise the Company and its controlled entities (together referred to as the “Group”). The consolidated financial statements are presented in Australian dollars which is the Company's functional and presentation currency. The consolidated financial statements were approved by the Board of Directors on 29 September 2023. The principal accounting policies are set out below. These policies have been consistently applied unless otherwise noted. 2 a Summary of significant accounting policies Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. For the purposes of preparing the consolidated financial statements, the Company is a for-profit listed public entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the company and the Group comply with International Financial Reporting Standards ('IFRS'). The consolidated financial statements have been prepared on the basis of historical cost, except where assets or liabilities are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. All amounts are presented in Australian dollars. b New or amended Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. c Going Concern The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and the discharge of liabilities in the normal course of business. As disclosed in the financial statements, the Group incurred a loss of $1,333,066 from continuing operations and had net cash outflows from operating activities of $1,110,259 for the year ended 30 June 2023. The ability to continue as a going concern and realise its exploration assets is dependent on a number of factors, the most significant of which is to source additional funding via share placement to continue its operations. These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. Annual Report June 2023 22 Notes to the Financial Statements For the year ended 30 June 2023 The Directors believe that there are reasonable grounds to believe that the Group will be able to continue as a going concern, after consideration of the following factors: • The Group has net current assets of $1,515,505 and net assets of $9,683,173 at balance date; • The Group has a cash balance of $704,982 as at the end of current financial year; • The Group raised $2,422,850 net of costs in prior year (per note 14) and is in the process of inititiating a further capital raise; • The ability for the directors to scale back activities in order to preserve cash when required; and • If required, the Group has the ability to reduce discretionary spending in its consultancy expenditures. Accordingly, the Directors believe that the consolidated entity will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report. The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the Group does not continue as a going concern. d Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved when the Company: • has power over the investee; • is exposed, or has rights, to variable returns from its involvement with the investee; and • has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Annual Report June 2023 23 Notes to the Financial Statements For the year ended 30 June 2023 e Significant accounting judgements, estimates and assumptions The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The key assumptions concerning the future and other key sources of estimate uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur. Carrying value of exploration, evaluation and development assets The Group capitalises expenditure relating to exploration, evaluation and mine development where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. The Group reclassifies exploration and evaluation expenditure to mine development assets when the Board assess that the mine has reached a point where it is certain that extraction of ore will commence in the immediate future. Capitalised expenditure for exploration and evaluation is carried at the end of the reporting period at $8,485,787 (2022: $9,525,406). Assets held for sale During the reporting period the Board decided to explore the sale of its interests in the tenements located in the Mount Mackenzie (MM Asset) region of Queensland. On 31 July 2023 the Company publicly announced the decision of its Board of Directors to sell the MM Asset. On 19 September 2023 the Group entered into a binding, conditional heads of agreement. At 30 June 2023 the MM Asset was classified as an asset held for sale and discontinued operation for the following reasons: * the MM Asset was available for immediate sale and capable of being sold in its current condition; * potential buyers of asset had been identified; and * actions to complete the sale were expected to completed within one year. The fair value of the MM Asset has been estimated as being the expected cash sale price contained in the heads of agreement (costs of realisation are expected to be minimal). The ongoing royalty consideration was not included in the fair value estimate as its realisation is dependant on a numer of events the outcome of which is uncertain, including the abiity of the purchaser to obtain applicable permits to conduct mining activities, the purchaser raising sufficent capital to conduct its activities and the extracting of resource bearing ore. Annual Report June 2023 24 Notes to the Financial Statements For the year ended 30 June 2023 Determination of mineral resources and ore reserves The Group estimates its Mineral Resources and Ore Reserves in accordance with the Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves (“the JORC Code”). The information on mineral resources and ore reserves is prepared by or under the supervision of Competent Persons as defined in the JORC Code. The amounts presented in the statement of Mineral Resources and Ore Reserves are determined under the JORC Code where is information is available. When a resource or reserve amount prepared in accordance with the JORC Code for a particular mine is not available, then no amounts are disclosed. For the purposes of impairment testing of assets the Board applies JORC Code verified information when it is available, or otherwise management estimates of potential resources. There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation which may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in the reserves being restated. Such changes in reserves could impact depreciation and amortisation rates, asset carrying values and impairment assessments. Determination of rehabilitation provision Significant estimates and assumptions are required in determining the provision for mine rehabilitation as there are many transactions and other factors that will affect the ultimate liability payable to rehabilitate the mine sites. Factors that will affect this liability include changes in technology, changes in regulations, price increases, changes in timing of cash flows which are based on life of mine plan and changes in discount rates. When these factors change or become known in the future, such differences will impact the mine rehabilitation provision in the period in which they change or become known. Share based payments The costs of the share-based payments are calculated on the basis of the fair value of the equity instrument at grant date. Determining the fair value assumes choosing the most suitable valuation model for these equity instruments, by which the characteristics of the grant have a decisive influence. This assumes also the input into the valuation model of some relevant judgments, like the estimated expected life of the share option and the market volatility of the Company's ordinary shares. No share-based payments were issued during the year. The judgments made and the model used are further detailed in Note 18. f Revenue recognition The core principle of AASB 15 is that revenue is recognised on a basis that reflects the transfer of promised goods or services to customers at an amount that reflects the consideration the Group expects to receive in exchange for those goods or services. Revenue is recognised by applying a five-step model as follows: 1. identifying the contract with a customer; 2. identifying the performance obligations; 3. determining the transaction price; 4. allocating the transaction price to the performance obligations; and 5. recognising revenue when/as performance obligation(s) are satisfied. Annual Report June 2023 25 Notes to the Financial Statements For the year ended 30 June 2023 Sale of goods Revenue from sales of gold is recognised when control of the goods has transferred, being the point in time when the goods have been shipped to the customer. Revenue is only recognised where it is highly probable that a significant reversal of revenue will not occur and control gets completely passed on to the customers. Costs to obtain a contract Costs incurred that would have been incurred regardless of whether the contract was won are expensed, unless those costs are explicitly chargeable to the customer in any case (whether or not the contract is won). Other income Other income is recognised on an accruals basis when the Company is entitled to it. g h Borrowing costs Borrowing costs are recognised as an expense when incurred. Cash and short-term deposits Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand, short-term deposits and highly liquid investments with a maturity of three months or less. For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits as defined above. i Financial Instruments Financial instruments are recognised initially on the date that the Group becomes party to the contractual provisions of the instrument. On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred). Financial assets All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. Classification On initial recognition, the Group classifies its financial assets at amortised cost. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets. Assets measured at amortised cost are financial assets where the business model is to hold assets to collect contractual cash flows and the contractual terms give rise on specified dates to cash flows are solely payments of principal and interest on the principal amount outstanding. The Group's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the statement of financial position. Subsequent to initial recognition, these assets are carried at amortised cost using the effective interest rate method less provision for impairment. Interest income, foreign exchange gains or losses and impairment are recognised in profit or loss. Gain or loss on derecognition is recognised in profit or loss. Annual Report June 2023 26 Notes to the Financial Statements For the year ended 30 June 2023 Impairment of financial assets Impairment of financial assets is recognised on an expected credit loss (ECL) basis for financial assets measured at amortised cost. When determining whether the credit risk of a financial assets has increased significant since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group's historical experience and informed credit assessment and including forward looking information. Credit losses are measured as the present value of the difference between the cash flows due to the Group in accordance with the contract and the cash flows expected to be received. This is applied using a probability weighted approach. Impairment of trade and other receivables have been determined using the simplified approach in AASB 9 which uses an estimation of lifetime expected credit losses. The Group has determined the probability of non- payment of the receivable and contract asset and multiplied this by the amount of the expected loss arising from default. Financial liabilities The Group measures all financial liabilities initially at fair value less transaction costs, subsequently financial liabilities are measured at amortised cost using the effective interest rate method. The financial liabilities of the Group comprise trade and other payables, borrowings and finance lease liabilities. (i) Financial assets Financial assets are classified as financial assets as fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial assets at initial recognition based on the nature and purpose of a financial asset. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method, less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in the income statement in finance costs for loans or other operating expenses for receivables. (iii) Impairment of financial assets The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if there is objective evidence of impairment as a result of one or more events that has occurred since the initial recognition of the asset (an incurred "loss event") and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Annual Report June 2023 27 Notes to the Financial Statements For the year ended 30 June 2023 (iv) Financial liabilities Financial liabilities are classified as trade and other payables, loans and borrowings. The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in AASB 139 are satisfied. The Group has not designated any financial liability as, at fair value through profit or loss. (v) Loans and borrowings After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the income statement. j Income tax Current income tax Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income. Deferred tax Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred income tax liabilities are recognised for all taxable temporary differences except: when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Annual Report June 2023 28 Notes to the Financial Statements For the year ended 30 June 2023 Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised, except: when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. k Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except: when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables, which are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. l Property, plant and equipment Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred. Annual Report June 2023 29 Notes to the Financial Statements For the year ended 30 June 2023 Depreciation is calculated using a combination of straight-line and diminishing-value basis over the estimated useful life of all assets. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Property, plant and equipment are depreciated over periods of three to five years. m Exploration and evaluation expenditure Exploration and evaluation activity involves the search for mineral resources, including gold and copper, and includes assessing all available geophysical data including gravity, magnetic and seismic and collation of additional data; exploratory drilling; determining and examining the volume and grade of the resource; and cost of acquisition of exploration tenements. Administration costs that are not directly attributable to a specific exploration area are charged to the profit or loss. Licence costs paid in connection with a right to explore in an existing exploration area are capitalised and amortised over the term of the permit. Exploration and evaluation expenditure is capitalised in respect of each identifiable area of interest as the exploration and evaluation activity has not reached a stage which permits a reasonable assessment of the existence of commercially recoverable gold deposits that are of sufficient scale to support the project concept. As the asset is not available for use, it is not depreciated. All capitalised exploration and evaluation expenditure is monitored for indication of impairment. Where a potential impairment is indicated, assessment is performed for each area of interest in conjunction with the group of operating assets (representing a cash generating unit) to which the exploration is attributed. When production commences, the assets for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. Accumulated exploration and evaluation expenditure in relation to an abandoned area are written-off in full in profit and loss in the period in which the decision of abandon the area is made. n Site restoration Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with the requirements of the mining permits. Such costs are determined using estimates of future costs, current legal requirements and technology. Costs of site restoration are recognised in full at present value as a non-current liability. An equivalent amount is capitalised as part of the cost of the asset when an obligation arises to decommission or restore a site to a certain condition after abandonment as a result of bringing the assets to its present location. In determining the costs of site restoration there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Annual Report June 2023 30 Notes to the Financial Statements For the year ended 30 June 2023 o Impairment of non-financial assets The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's ("CGU's") fair value less costs to sell and its value-in-use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre- tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators. The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group's CGU's to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. Impairment losses of continuing operations are recognised in the income statement in expenses. For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase. p Non-current assets held for sale and discontinued operations The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss. Additional disclosures are provided in Note 11. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise. Annual Report June 2023 31 Notes to the Financial Statements For the year ended 30 June 2023 q Share-based payment transactions Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of either a binominal or Black Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. Further details on how the fair value of equity-settled share-based transactions has been determined can be found in Note 18. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods and services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date, with any changes in fair value recognised in profit or loss for the year. r Employee benefits provision Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, and long service leave. Liabilities arising in respect of wages and salaries, annual leave and any other short-term employee benefits are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used. s Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. t Comparatives Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures. u New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2023. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations. Annual Report June 2023 32 Notes to the Financial Statements (continued) For the year ended 30 June 2023 3 Segment information As at the date of this report, the Group has two operating segments: gold mine exploration and development and other activities (primarily corporate costs). The Group has identified its operating segments based on internal reports that are reviewed and used by the chief operating decision maker in assessing performance. The accounting policies and amounts reported for internal reporting are consistent with the financial information in this financial report. 2023 Segment revenue Finance income Segment expenses Gold $ Corporate $ Total $ - 74 74 Administration and employment costs Depreciation, impairment and amortisation 1,331,806 1,334 - 1,331,806 - 1,334 1,333,140 - 1,333,140 Income tax benefit - - - Income/(loss) after tax from continuing operations Segment assets Segment liabilities 2022 Segment revenue Revenue Finance income Segment expenses (1,333,140) 74 (1,333,066) 8,547,778 709,477 2,224,982 380,110 10,772,760 1,089,587 3,353,131 - 3,353,131 - 6 6 3,353,131 6 3,353,137 Administration and employment costs Depreciation, impairment and amortisation 3,033,905 1,334 - 3,033,905 - 1,334 3,035,239 - 3,035,239 Income tax benefit - - - Loss after tax from continuing operations 317,892 6 317,898 Segment assets Segment liabilities 9,557,961 676,026 4,194,572 341,642 13,752,533 1,017,668 Annual Report June 2023 33 Notes to the Financial Statements (continued) For the year ended 30 June 2023 4 Other income and expenses (a) Other Income Share of net operating profit from ore extraction agreement - 3,353,131 Note 2023 $ 2022 $ (b) Employee benefits expense Wages and salaries Superannuation benefits Total employee benefits expense (c) Finance income Interest expense - borrowings Less: interest income Finance income (net) 5 Income tax 71,135 - 71,135 61,346 24,677 86,023 - (74) (74) (4) (2) (6) Income tax expense - tax benefit written off - - The Group has estimated tax losses as at the 30 June 2023 of $24,662,377 (2022: $20,986,371). The benefit relating to these and the current year losses has not been recognised in the financial report at 30 June 2023 as it is not probable that future taxable profit will be available against which the Group would be able to utilise these losses. Tax returns for the Group for the year ended 30 June 2023 are in progress at the date of this report. Current and prior year tax losses will only be available to offset against future profits if: (i) the Group and the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised; (ii) the Group and the Company continue to comply with the conditions for deductibility imposed by tax legislation; and (iii) no changes in tax legislation adversely affect the Group and the Company in realising the benefit from the The Company and its wholly owned entities have not formed a consolidated income tax group as of 30 June 2023. 6 Cash and cash equivalents (a) Cash and bank balances Cash at bank earns interest at floating rates based on daily bank deposit rates. 704,982 3,839,241 Annual Report June 2023 34 Notes to the Financial Statements (continued) For the year ended 30 June 2023 (b) Reconciliation from the net profit after tax to the net cash flows from operations Profit/(loss) from continuing operations after tax Loss from discontinued operations after tax Adjustments for: Depreciation and amortisation Share-based payments Impairment of exploration costs Other (1,333,066) (1,786,954) 317,898 (155,741) 1,334 68,329 1,571,317 (1) 1,235,558 828,905 - 2,669 Changes in operating assets and liabilities, net of effects from purchase of controlled entity Decrease/(increase) in receivables Increase in payables (Decrease)/increase in provision for annual leave Net cash used in operating activities 7 Trade and other receivables Trade receivable 335,331 34,368 (917) (270,950) 327,204 1,124 (1,110,259) 2,286,668 - - 335,331 335,331 Trade receivable is the residual amount owing of the net operating profit from an extraction program 8 Other assets Deposits Deposits of $20,000 (2022: $20,000) are subject to a charge refer Note 19. 9 Property, plant and equipment 20,000 20,000 At 30 June 2023 Cost Accumulated depreciation Net carrying amount Movement in property, plant and equipment Carrying amount at the beginning of the year Additions Depreciation charge for the year Assets held for sale Carrying amount at the end of the year Freehold land Plant and equipment 60,770 - 60,770 17,610 (16,389) 1,221 30,000 60,770 - (30,000) 60,770 2,555 - (1,334) - 1,221 Total 78,380 (16,389) 61,991 32,555 60,770 (1,334) (30,000) 61,991 Annual Report June 2023 35 Notes to the Financial Statements (continued) For the year ended 30 June 2023 At 30 June 2022 Cost Accumulated depreciation Net carrying amount Movement in property, plant and equipment Carrying amount at the beginning of the year Depreciation charge for the year Carrying amount at the end of the year 10 Exploration and evaluation assets Cost Accumulated amortisation and impairment Net carrying amount Movement in exploration and evaluation assets Carrying amount at the beginning of the year Additions - other Remeasurement of rehabilitation provision Amortisation and impairment Impairment Assets held for sale Carrying amount at the end of the year Freehold land Plant and equipment 30,000 - 30,000 17,610 (15,055) 2,555 30,000 - 30,000 Note 3,889 (1,334) 2,555 2023 $ Total 47,610 (15,055) 32,555 33,889 (1,334) 32,555 2022 $ 9,722,679 (1,236,892) 8,485,787 10,762,298 (1,236,892) 9,525,406 9,525,406 1,963,230 38,468 - (1,571,317) (1,470,000) 8,485,787 8,933,030 2,003,524 (174,256) (1,236,892) - - 9,525,406 Exploration licenses are carried at cost of acquisition less impairment losses. The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. The recoverable amount of development expenditure is determined as the higher of its fair value less costs to sell and its value in use. 11 Discontinued operations During the reporting period the Board decided to explore the sale of its interests in the tenements located in the Mount Mackenzie (MM Asset) region of Queensland. On 31 July 2023 the Company publicly announced the decision of its Board of Directors to sell the MM Asset. On 19 September 2023 the Group entered into a conditional heads of agreement. At 30 June 2023 the MM Asset was classified as an asset held for sale and discontinued operation and the carrying amount reduced to its expected fair value. Annual Report June 2023 36 Notes to the Financial Statements (continued) For the year ended 30 June 2023 The results of the MM Asset for the year are presented below. Revenue Exploration expense Corporate and other administration costs Employee benefits expense Director fees Other Impairment of exploration costs Profit/(loss before income tax from discontinued operations Income tax benefit Profit/(loss) after income tax from discontinued operations The major classes of assets and liabilities of the MM Asset classified as held for sale at 30 June 2023 are as follows. Assets Property Exploration expenditure Net assets of directly associated with disposal group Details of the disposal Total sale consideration Carrying amount of net assets disposed Loss on disposal before income tax Loss on disposal after income tax The net cash flows incurred by the MM Asset were as follows. Cash flows from operating activities Cash flows from investing activities Net decrease in cash and cash equivalents from discontinued operations Earnings per share attributable to the discontinued operations were as follows. Loss per share (cents per share) – basic Loss per share (cents per share) – diluted Note Note 9 10 2023 $ - (82,234) (26,400) (18,014) (63,091) (25,898) (1,571,317) 2022 $ - (34,122) (26,400) (16,898) (46,111) (32,210) - (1,786,954) - (1,786,954) (155,741) - (155,741) 2023 $ 30,000 1,470,000 1,500,000 1,500,000 1,500,000 - - 2023 $ 2022 $ (215,637) (365,750) (155,741) (491,912) (581,387) (647,653) 2023 (0.36) (0.36) 2022 (0.03) (0.03) Annual Report June 2023 37 Notes to the Financial Statements (continued) For the year ended 30 June 2023 12 Trade and other payables Amounts owed to director Other payables 13 Provisions Current Employee entitlements Non-Current Rehabilitation provision Total provisions Movement in provisions 2023 $ 2022 $ 22,000 673,139 22,000 638,771 695,139 660,771 2023 $ 2022 $ 14,338 15,255 380,110 341,642 394,448 356,897 At 30 June 2023 Carrying amount at the beginning of the year Remeasurement of provision Employee benefits Rehabilitation Total 15,255 341,642 (917) 38,468 356,897 37,551 Carrying amount at the end of the year 14,338 380,110 394,448 At 30 June 2022 Carrying amount at the beginning of the year Remeasurement of provision Employee benefits Rehabilitation Total 14,131 1,124 515,898 (174,256) 530,029 (173,132) Carrying amount at the end of the year 15,255 341,642 356,897 Annual Report June 2023 38 Notes to the Financial Statements (continued) For the year ended 30 June 2023 14 Issued capital 499,805,789 fully paid ordinary shares (2022: 499,805,789) Movements in fully paid ordinary shares 2023 $ 2022 $ 36,811,242 36,811,242 Date $/share 2023 Number $ $/share 2022 Number $ Balance at the beginning of the financial year Placement 10/11/2021 Cost of equity issues 499,805,789 36,811,242 431,680,789 34,388,392 - - - - 0.040 68,125,000 2,725,000 - (302,150) Balance at the end of the financial year 499,805,789 36,811,242 499,805,789 36,811,242 15 Reserves Share option reserve Balance at the beginning of the financial year Share based payment 2023 $ 2022 $ 1,709,695 68,329 763,990 945,705 Balance at the end of the financial year 1,778,024 1,709,695 (i) Reserve arises on the issue of options in payment for services or fees. Further information on options issued is shown in Note 18 to the financial statements. 16 Asset backing and earnings per share Basic and diluted earnings/(loss) per share - continuing operations Basic and diluted assets per share - continuing operations The following reflects the income and share data used in the basic and diluted per share calculations: i 2023 cents per share 2022 cents per share (0.27) 1.94 2023 $ 0.07 2.68 2022 $ Profit/(loss) attributable to shareholders of the Company used in the calculation of basic and diluted earnings per share of continuing operations (1,333,066) 317,898 Annual Report June 2023 39 Notes to the Financial Statements (continued) For the year ended 30 June 2023 2023 Number 2022 Number Weighted average number of ordinary shares for basic earnings per share Effect of dilution of share options on issue (i) 499,805,789 - 474,982,159 - Weighted average number of ordinary shares adjusted for the effect of dilution 499,805,789 474,982,159 (i) Share options on issue that have been assessed as being dilutive for the purpose of calculating earnings per share have been excluded from the calculation of earnings per share as the Group has incurred a loss after tax. In that circumstance the inclusion of share options would reduce the earnings/(loss) per share and present a misleading result. 17 Financial instruments Financial risk management objectives (a) The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable, loans, convertible instruments and derivatives. The main purpose of non-derivative financial instruments is to raise finance for Group operations. The directors consider that the limited risks mean there is no need to enter into risk management strategies involving derivative instruments. The Group is exposed to credit risk, liquidity risk and interest rate risk. There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from the previous period. The Group manages liquidity risk by a combination of maintaining cash reserves, banking facilities and continuously monitoring forecast and actual cash flows. Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. Risks are managed through sensitivity analysis to model the impact of changes upon the Group’s profits. The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date of recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements. (b) Significant accounting policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to the financial statements. Fair value of financial instruments (c) The fair values of financial assets and financial liabilities are determined as follows: - - the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; and the fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis. Annual Report June 2023 40 Notes to the Financial Statements (continued) For the year ended 30 June 2023 (d) Categories of financial instruments The following table details the carrying amounts and fair values of the Group's financial assets and financial liabilities. The directors consider that the carrying amounts of financial assets and liabilities recorded at amortised cost in the financial statements approximate their fair values. Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Liabilities measured at amortised cost: Trade and other payables Note 2023 $ 2022 $ 6 704,982 3,839,241 - 335,331 704,982 4,174,572 Note 2023 $ 2022 $ 695,139 660,771 695,139 660,771 (i) Financial instruments that are measured subsequent to initial recognition at fair value, are grouped into Levels 1 to 3 based on the degree to which the fair value is observable. Level 1 - fair value measurements are those derived from quoted sources (unadjusted) in active markets for identical assets or liabilities. Level 2 - fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset of liability that are not based on observable market data (unobservable inputs). The fair value of derivative instruments is significantly affected by movements in interest rates. Sensitivity of the valuation of the derivative liabilities to changes in these factors is shown below at item (j). (e) Credit risk exposures Credit risk arises principally from the Group’s receivables and cash and bank balances. Credit risk is kept continually under review and managed to reduce the incidence of material losses being incurred by the non-receipt of monies due. The Group’s financial assets include trade and other receivables and loans to related entities. The maximum exposure to credit risk on financial assets of the Group which has been recognised on the balance sheets is generally the carrying amount, net of any provisions for doubtful debts. The Group has no significant concentrations of credit risk with any single counterparty or group of counterparties. The Group's financial assets are limited to credit risk exposures to Australia on a geographical basis. Trade and other receivables that are neither past due nor impaired are limited to a few counterparties which are considered credit worthy. Annual Report June 2023 41 Notes to the Financial Statements (continued) For the year ended 30 June 2023 2023 Interest rates Contractual repayment amount 6mths or less 6-12 mths 1-5 years Cash and cash equivalents Receivables 2022 Cash and cash equivalents Receivables (f) Liquidity risk management 2.0% na 2.0% na 704,982 704,982 - - 0 0 - - Contractual repayment amount 6mths or less 6-12 mths 1-5 years 3,839,241 3,839,241 - - 335,331 335,331 - - The board has put in place liquidity risk management policies for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by having a combination of: - - - continuously monitoring forecast and actual cash flows; having in place loan facilities structured to grow as the size of the business increases; and arranging issues of securities as required. To the extent possible maturity profiles of financial assets and liabilities are matched. The board reviews the capital structure on a regular basis. The board does not have a set debt level target however the level of borrowings is in line with expectations. The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group could be required to pay. The table includes principal and interest cash flows at the face value of the amount owing and therefore the figures differ from those shown in the financial statements. 2023 Interest rate Trade payables - Contractual repayment amount 695,139 2022 Interest rate Trade payables - Contractual repayment amount 660,771 Less than 1 year 1-5 years 695,139 - Less than 1 year 1-5 years 660,771 - Annual Report June 2023 42 Notes to the Financial Statements (continued) For the year ended 30 June 2023 The table below reflects an undiscounted view of the contractual maturity for financial liabilities and cash flows expected to be realised from financial assets. Actual timing may differ from that disclosed. The timing of the cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates. Within 1 Year 2022 $ 2023 $ 1 to 5 Year 2022 $ 2023 $ Total 2023 $ 2022 $ Group financial liabilities due for payment Trade payables 695,139 660,771 - - 695,139 660,771 Total contractual and expected outflows 695,139 660,771 - - 695,139 660,771 Group financial assets - cash flows realisable Cash Receivables 704,982 3,839,241 - 335,331 - - - 704,982 3,839,241 - - 335,331 Total Net inflows 704,982 4,174,572 - - 704,982 4,174,572 (9,843) (3,513,801) - - (9,843) (3,513,801) (g) Interest rate risk management The Group has borrowed funds at fixed rate of interest and therefore currently has limited exposure to movements in interest rates. (h) Foreign currency risk management At its current stage of development the Group is indirectly exposed to foreign currency risk, in respect of the market price for gold which is based in US dollars. (i) Commodity price risk management At its current stage of development the Group is indirectly exposed to commodity price risk, in respect of the market price for gold. (j) Sensitivity analysis of risk factors At 30 June 2023, the effect on profit and equity as a result of changes in interest rates, with all other variables remaining constant, would not have a material impact. Annual Report June 2023 43 Notes to the Financial Statements (continued) For the year ended 30 June 2023 18 Share-based payments The Company has the following share options outstanding under share based plans: 2023 2022 Weighted average exercise price Number of options Weighted average exercise price Number of options Balance at the beginning of the financial year Granted Expired 91,000,056 20,000,000 (28,000,056) $0.127 $0.080 $0.131 44,117,556 48,000,000 (1,117,500) $0.127 $0.080 $0.075 Balance at the end of the financial year 83,000,000 $0.075 91,000,056 $0.127 Exercisable at the end of the financial year 63,000,000 $0.073 91,000,056 $0.127 Share options outstanding at the end of the year have the following expiry date and exercise prices Class Vesting Conditions Grant date Expiry date Exercise price Number of share options Number of share options Class L Class M Class N Class P Class Q Class R Class S Class T Class U Class V Vested Vested Vested Vested Vested Vested Vested Vested Vested Subject to conditions 18/12/2017 18/12/2017 11/10/2019 14/10/2020 2/11/2020 15/07/2021 14/09/2021 14/09/2021 27/10/2021 24/11/2022 15/12/2022 15/12/2022 11/10/2022 30/09/2025 31/10/2022 31/08/2026 31/08/2026 31/08/2026 31/08/2026 24/11/2027 $0.140 $0.140 $0.080 $0.050 $0.200 $0.080 $0.080 $0.080 $0.080 $0.080 Details of share options granted during the year: Grant date Expiry date Exercisable from Exercise price Number of options issued Fair value at grant date Fair value at grant date per option Vesting conditions (1) 2023 2022 - - - 15,000,000 - 8,000,000 21,000,000 11,000,000 8,000,000 20,000,000 1,000,000 1,000,000 15,000,000 15,000,000 11,000,056 8,000,000 21,000,000 11,000,000 8,000,000 8,000,000 83,000,000 99,000,056 Class V 24/11/2022 24/11/2027 24/11/2022 $0.08 20,000,000 $159,800 $0.0094 Refer below Annual Report June 2023 44 Notes to the Financial Statements (continued) For the year ended 30 June 2023 (i) Options vest according to the following conditions: Tranche A 8,000,000 Vest upon further extraction of gold from the Menzies project. Tranche B 6,000,000: Vest upon the later of generation of $3 million of free cash flow from gold extraction from the Menzies project; and remain engaged with REZ for a period of 2 years from date of appointment. Tranche C 6,000,000: Vest upon either 1. 2. 3. the inferred and indicated gold resource of the Menzies project being increased by 200,000 ounces over the reported balance as of 30 June 2022; or the indicated and inferred gold resource of the Mount Mackenzie project increasing by 140,000 ounces over the reported balance as of 30 June 2022; or the commencement or ore extraction at the Mount Mackenzie project. and remained engaged with REZ for a period of 2 years from date of appointment. The fair values of the share options were determined using the following parameters: Expected volatility of ordinary shares % % Risk free interest rate Underlying share price at valuation date$/share Weighted average life of option Exercise price Valuation method years $/share Details of share options granted during the prior year: Class V 106.00% 3.42% $0.017 5.0 $0.08 Binomial Grant date Expiry date Exercisable from Exercise price Number of options issued Fair value at grant date Fair value at grant date per option Vesting conditions (i) Options vest either upon being engaged for 24 months or if the Company's ordinary shares have a volume weight average price above 15 cents over a 30 day during the period 12 months form the date of issue. Class S 14/09/2021 31/08/2026 14/09/2021 $0.08 21,000,000 $390,600 $0.019 na Class T 14/09/2021 31/08/2026 14/09/2021 $0.08 11,000,000 $229,900 $0.021 na Class R 15/07/2021 31/08/2026 15/07/2021 $0.08 8,000,000 $113,600 $0.014 na Class U 27/10/2021 31/08/2026 27/10/2021 $0.08 8,000,000 $116,800 $0.015 na The fair values of the share options were determined using the following parameters: Expected volatility of ordinary shares % % Risk free interest rate Underlying share price at valuation date$/share Weighted average life of option Exercise price Valuation method years $/share Class R 85.00% 0.64% $0.030 Class S 85.00% 0.62% $0.040 5.1 5.0 $0.08 Binomial $0.08 Binomial Class T 85.00% 0.59% $0.050 Class U 62.00% 3.09% $0.042 5.0 4.8 $0.08 Binomial $0.08 Binomial 28,000,056 options expired unexercised during the reporting period. Annual Report June 2023 45 Notes to the Financial Statements (continued) For the year ended 30 June 2023 Share-based payments expense Current year expense Expense of instruments issued in prior period 19 Contingent liabilities 2023 $ 2022 $ 53,300 734,100 15,029 94,805 68,329 828,905 2023 $ 2022 $ Corporate and management fees 493,364 493,364 Amounts invoiced by a director related entity (refer Note 21) in prior years are not payable unless and until the Group has a proven mineral resources of gold or the equivalent value of another mineral as follows: a) $246,682 when the Company has announced a resource of 400,000 ounces of gold; and b) $246,682 when the Company has announced a resource of 600,000 ounces of gold. Bank guarantees 20,000 20,000 Bank guarantees are issued on behalf of the Group by its bankers. The guarantees provide that the financier will honour the Group's obligations under specific agreements and are secured against monies held on deposit of $20,000 (2022: $20,000) (refer Note 8). No material losses are expected. There are no other contingent liabilities as at 30 June 2023 (2022: nil). 20 Tenement lease commitments Minimum expenditure commitment on tenement leases The Group held exploration mineral licences in relation to its mines located at East Menzies, Western Australia for which minimum expenditure is required to comply with license conditions. Amounts committed but not provided for and payable: Within one year One year or later and no later than for five years Over 5 years 2023 $ 412,673 720,799 815,804 2022 $ 1,104,431 3,053,746 - 1,949,276 4,158,177 Annual Report June 2023 46 Notes to the Financial Statements (continued) For the year ended 30 June 2023 21 Key management personnel disclosures Key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Group. Key management personnel consists of the directors of the Company and senior management of the Group as defined in the Remuneration Report section of the Directors' Report. (a) Compensation of Key Management Personnel The aggregate compensation made to key management personnel of the Group is set out below (i). The remuneration shown includes all amounts incurred for the year. Further details of the compensation of key management personnel is contained in the Directors' Report in the Remuneration Report section. (i) Mr Kember was appointed on 8 August 2016 and his remuneration forms part of the fees charged by a director related entity. Details of the nature of the engagement and the amount of fees charged are provided below. Short-term Share-based payments Post employment (b) Shareholdings 2023 $ 2022 $ 310,225 53,300 2,100 365,625 238,350 474,200 - 712,550 The number of ordinary shares in the Company held during the financial year by a director of the Company or senior management of the Group, including their personally related parties, are set out below. 2023 Mr Gavin Rezos Mr Richard Poole Mr J Daniel Moore Mr Warren Kember 2022 Mr Gavin Rezos Mr Richard Poole Ms Virginia Bruce Mr Warren Kember (c) Share option holdings Balance at the start of the year Granted as compensation Net other change Balance at the end of the year 15,258,700 67,987,302 12,000,000 625,000 - - - - - 15,258,700 - 67,987,302 - 12,000,000 - 625,000 Balance at the start of the year Granted as compensation Net other change Balance at the end of the year 14,603,700 67,987,302 12,000,000 625,000 - - - - 655,000 15,258,700 - 67,987,302 - 12,000,000 - 625,000 The number of share options in the Company held during the financial year by a director of the Company or senior management of the Group, including their personally related parties, are set out below. Details of share options granted during the year are provided at Note 18. Annual Report June 2023 47 Notes to the Financial Statements (continued) For the year ended 30 June 2023 2023 Balance at the start of the year Granted as compensation Net other change Balance at the end of the year Mr Gavin Rezos Mr Richard Poole Mr J Daniel Moore Mr Warren Kember 2022 Mr Gavin Rezos Mr Richard Poole Mr J Daniel Moore Mr Warren Kember 8,000,000 8,000,000 - - 5,000,000 20,000,000 4,000,000 - - - - - 8,000,000 8,000,000 25,000,000 4,000,000 Balance at the start of the year Granted as compensation Net other change Balance at the end of the year - - - - 8,000,000 - 8,000,000 8,000,000 - 8,000,000 5,000,000 - 5,000,000 4,000,000 - 4,000,000 (d) Other transactions with key management personnel Richard Poole Transactions with, or with persons or entities associated with, Mr Richard Poole, a director and the chief executive officer of the Company, during the financial year were as follows: The Company has entered into a Corporate Advisory and Business Development Mandate (Agreement) with entities ultimately controlled by interests associated with Mr Richard Poole (Arthur Phillip). The Agreement provides for the payment of fees for the raising of debt or equity capital and the charging of costs associated with the administration of the Group. Arthur Phillip invoiced fees and expenses for the provision of management, accounting, office administration, consulting and company secretarial services to the Company, amounting to $292,920 (2022: $411,800), consisting of: Directors fees Share-based payment Office rent Accounting and company secretarial services Management services 2023 $ 2022 $ 33,000 - 5,500 122,420 132,000 292,920 33,000 148,800 33,000 76,000 121,000 411,800 At the end of the financial year an amount of $493,364 for fees owing in prior years, which is subject to performance conditions, is included as a contingent liability (refer Note 19). Annual Report June 2023 48 Notes to the Financial Statements (continued) For the year ended 30 June 2023 22 Related party disclosures The consolidated financial statements include the financial statements of the Company and its controlled entities listed in the following table. The Company is the ultimate Australian parent entity and the ultimate parent of the Group. Name Mount Mackenzie Pty Limited Radio Gold Pty Limited (formerly Brightsun Enterprises Pty Limited) Resource & Energy Operations Pty Limited Menzies Goldfield Pty Limited Country of incorporation Australia Australia Australia Australia % Equity interest 2023 100.00% 100.00% 100.00% 100.00% 2022 100.00% 100.00% 100.00% 100.00% Deep Energy Pty Limited Australia 51.85% 51.85% 23 Auditors' remuneration Fees charged by the auditor of the Company for auditing or reviewing the financial report 24 Parent entity financial information 2023 $ 2022 $ 62,350 60,000 (a) Summary financial information The individual financial statements for the Company (parent entity) show the following aggregate amounts: Balance Sheet Current Assets Total Assets Current Liabilities Total Liabilities Net Assets Shareholders' contributed equity Reserves Accumulated Losses Profit or Loss for the year Total comprehensive loss for the year 2023 $ 2022 $ 22,319 14,299,987 (471,869) (471,869) 13,828,118 580,108 14,350,360 (120,634) (120,634) 14,229,726 36,811,243 1,778,024 (24,761,149) 13,828,118 36,811,243 1,709,695 (24,291,212) 14,229,726 (469,937) (1,205,254) (b) Contingent Liabilities of the Parent The Company did not have any contingent liabilities as at 30 June 2023 or in the prior financial year. Annual Report June 2023 49 Notes to the Financial Statements (continued) For the year ended 30 June 2023 25 Dividend No dividend has been declared or paid during the financial year or the prior period. The directors do not recommend the payment of a dividend for the year ended 30 June 2023. 26 Events after balance sheet date Other than as set out below there have been no significant events occurring after the balance date which may affect either the Group's operations, results of those operations or the Group's state of affairs. On 19 September 2023 the Company entered into a binding heads of agreement (Agreement) for the sale of the tenements and land held at the Mount Mackenzie prospect. The Agreement, which is conditional upon the purchaser completing due diligence, provides the following consideration: * $750,000 payable by 26 October 2023; * $750,000 upon receipt of approval to commence mining activities or upon Aureus listing its securities on a recognised stock exchange; and * an ongoing royalty of 1% of the market value of gold extracted. Annual Report June 2023 50 Directors' Declaration In accordance with a resolution of the directors of Resources & Energy Group Limited, the directors declare that: (a) The financial statements and notes of the company are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the company's financial position as at 30 June 2023 and of its performance for the year ended on that date; and (ii) complying with Accounting Standards and Corporations Regulations 2001, including compliance with International Financial Reporting Statements as issued by the International Accounting Standards Board as stated in Note 2 of the financial statements. (b) The Chief Executive Officer has declared that: (i) the financial records of the Company for the financial year have been properly maintained in accordance with Section 286 of the Corporations Act 2001; (ii) the financial statements and notes for the financial year comply with the Accounting Standards; and (iii) the financial statements and notes for the financial year give a true and fair view. (c) There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. On behalf of the Board, Mr Gavin Rezos Chairman Sydney, 29 September 2023 Annual Report June 2023 51 RSM Australia Partners Level 13, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001 T +61 (0) 2 8226 4500 F +61 (0) 2 8226 4501 www.rsm.com.au AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of Resources & Energy Group Limited for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. RSM AUSTRALIA PARTNERS C J Hume Partner Sydney, NSW 29 September 2023 THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation 52 RSM Australia Partners Level 13, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001 T +61 (0) 2 8226 4500 F +61 (0) 2 8226 4501 www.rsm.com.au INDEPENDENT AUDITOR’S REPORT To the Members of Resources & Energy Group Limited and its controlled subsidiaries Opinion We have audited the financial report of Resources & Energy Group Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group's financial position as at 30 June 2023 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern We draw attention to Note 2(c) in the financial report, which indicates that the Group incurred a net loss of $1,333,066 from continuing operations and had net cash outflows from operating activities of $1,110,259 during the year ended 30 June 2023. As stated in Note 2(c), these events or conditions, along with other matters as set forth in Note 2(c), indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. 53 THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How our audit addressed this matter Carrying value of capitalised exploration and evaluation Refer to Note 10 in the financial statements Our audit procedures included the following: • Considering the Group’s right to explore in the relevant exploration area which included obtaining and assessing supporting documentation such as obtaining independent searches of the company’s tenement holdings; • Considering the Group’s intention to carry out significant exploration and evaluation activity in the included an relevant exploration area which assessment of flow the Group's forecasts and enquired of management and the Board of Directors as to the intentions and strategy of the Group; future cash • • • Assessing recent exploration activity in a given exploration license area to determine if there are any negative indicators that would suggest a potential impairment of the capitalized exploration and evaluation expenditure; Assessing the commercial viability of results relating to exploration and evaluation activities carried out in the relevant license area; and Assessing the ability to finance any planned future exploration and evaluation activity. As disclosed in note 10, the Group held capitalized exploration and evaluation expenditure of $8,485,787 as at 30 June 2023 which represents a significant asset of the Group. We consider the carrying amount of these assets under AASB 6 Exploration for and Evaluation of Mineral Resources to be a key audit matter due to the significant management involved, including: judgments • whether the exploration and evaluation spend can be associated with finding specific mineral resources, and the basis on which that expenditure is allocated to an area of interest • the Group's ability and intention to continue to explore the area • which costs should be capitalised • the existence of any impairment indicators (such as the potential that mineral reserves and resources may not be commercially viable for extraction, or that the carrying value of the assets may not be recovered through sale or successful development) - and if so, those applied to determine and quantify any impairment loss • whether exploration activities have reached the stage at which the existence of an economically recoverable reserve may be determined Provision for site restoration obligations Refer to Note 13 in the financial statements The Consolidated Statement of Financial Position of the Group includes a provision for site restoration of $380,110 as at 30 June 2023. The group has obligations to restore the land on which it has conducted drilling activities. The provision is for future costs associated with the rehabilitation activities and Our audit procedures in relation to provision for site restoration obligations included: • Understanding management’s process to determine the provision for restoration and ensuring it was consistent with our understanding of the activities associated with those tenements; 54 Key Audit Matter requires significant judgement in respect of asset lives, restoration being undertaken and timing of environmental legislation requirements. This is considered as a key audit matter due to the significant judgement involved and the materiality of the balance. How our audit addressed this matter • Reviewing the cost elements used in the estimation of rehabilitation of related tenements and ensuring that these were supported by independent third- party reports; • Checking the mathematical accuracy of the model used to calculate the provision; • Reviewing the reasonableness of the inflation rate, the rehabilitation discount rate and cashflows assumptions used in the model; timing of • • Ensuring the movement in the provision has been accounted in accordance with Australian for Accounting Standards; and Assessing the appropriateness of the disclosures in the financial report. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2023, but does not include the financial report and the auditor's report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor's Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. 55 A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar2_2020.pdf This description forms part of our auditor's report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 12 to 14 of the directors' report for the year ended 30 June 2023. In our opinion, the Remuneration Report of Resources & Energy Group Limited, for the year ended 30 June 2023, 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. C J Hume Partner RSM Australia Partners Sydney, NSW 29 September 2023 56 Security Holders' Information Additional information included in accordance with the Listing Rules of the Australian Securities Exchange Ltd. The information provided is current as of 15 September 2023. 1. Ordinary share holders (a) Top 20 shareholders The names of the 20 largest holders of ordinary shares as shown in the Company's share register are listed below. Name Citicorp Nominees Pty Limited Fontelina Pty Limited Arthur Phillip Nominees Pty Ltd Vivien Enterprises Limited BNP Paribas Nominees Pty Ltd Vanavo Pty Limited Arthur Phillip Nominees Pty Ltd (Larraakeyah Pty Ltd) Mrs Emma Bacci Mrs Natalie Risinger Sanjur Pty Limited Hestian Pty Limited Sharky Holdings Limited Mr John Hancock Guildfords Funds Management Pty Limited Parkmond Ventures Pty Limited Minerva Geological Services Pty Limited Ms Fatima Danium Jackill Pty Limited Global Consortium Holdings Pty Limited Mr Lincoln Topham & Mrs Pauline Topham Total top 20 holders Other holders Total ordinary shares on issue (b) Shareholder analysis Number of Shares % of Issued Shares 73,813,579 39,920,000 35,338,294 15,233,700 9,256,478 9,171,905 7,625,000 6,497,150 6,497,150 6,096,747 5,400,000 5,000,000 4,750,000 4,162,611 4,117,700 3,995,385 3,732,096 3,580,658 3,500,000 3,005,700 14.8% 8.0% 7.1% 3.0% 1.9% 1.8% 1.5% 1.3% 1.3% 1.2% 1.1% 1.0% 1.0% 0.8% 0.8% 0.8% 0.7% 0.7% 0.7% 0.6% 250,694,153 249,111,636 499,805,789 50.2% 49.8% 100.0% An analysis of the numbers of ordinary share holders by size of holding is shown below Size of holding range 1 1,001 5,001 10,001 100,001 and 1,000 5,000 10,000 100,000 Over - - - - Number of holders 49 152 157 948 466 1,772 Percentage of holders 2.8% 8.6% 8.9% 53.5% 26.3% 100.0% Units held 9,215 458,455 1,399,052 39,996,901 457,942,166 499,805,789 There were 976 shareholders that held less than a marketable parcel of ordinary shares. Annual Report June 2023 57 Security Holders' Information (c) Substantial shareholders Holders of more than 5% of the ordinary shares who have lodged substantial shareholder notices are listed below. Name of shareholder Richard Poole and family Gaffwick Pty Limited Ordinary shares held Percentage of total ordinary shares on issue 67,987,302 68,213,334 13.6% 13.6% (d) Voting rights There are no restrictions on voting rights attached to the ordinary shares. On a show of hands every member present in person shall have one vote and upon a poll, every member present or by proxy shall have one vote every share held. (e) Share buyback There were no share buybacks during or subsequent to the end of the financial year. 2 Share options The names of holders of more than 20% of each class of unlisted share options are shown below. Share options do not have voting rights until converted into ordinary shares. Class Name of holder Number of holders Share options issued Percentage held of each class Q R S T U V Employee options Barclay Pearce Capital Pty Ltd Employee & director options Employee & director options Guildfords Funds Management Pty Karantzias Investments Pty Ltd Spark Plus Pte Ltd Employee options 1 1 3 3 1 1 1 1 Total share options on issue 15,000,000 8,000,000 21,000,000 11,000,000 4,000,000 2,000,000 2,000,000 20,000,000 83,000,000 100.0% 100.0% 100.0% 100.0% 50.0% 25.0% 25.0% 100.0% Annual Report June 2023 58 

Continue reading text version or see original annual report in PDF format above