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Annual Report 2021

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ABN 59 151 155 734 Annual Financial Report For the year ended 30 June 2021 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Contents Corporate Information Directors’ Report Auditor’s Independence Declaration Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Directors’ Declaration Independent Auditor’s Report ASX Additional Information Page 2 3 20 21 22 23 24 25 50 51 55 Page 1 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Corporate Information Directors Mark Jones (Non-Executive Chairman) Douglas Rose (Managing Director) Terence Brown (Non-Executive Director) Company Secretary Henko Vos ABN 59 151 155 734 Registered and Principal Office Postal Address Website Auditors Solicitors Share Register Suite 1/9 Hampden Road Nedlands WA 6009 Tel: +61 8 9386 8382 Fax: +61 8 6183 4892 Suite 1/9 Hampden Road Nedlands WA 6009 www.santafeminerals.com.au HLB Mann Judd (WA) Partnership Chartered Accountants Level 4,130 Stirling Street Perth WA 6000 DLA Piper Australia Level 31, Central Park 152-158 St Georges Terrace Perth WA 6000 Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009 Tel: +61 8 9389 8033 Securities Exchange Listing Australian Securities Exchange Limited (ASX: SFM) Level 40, Central Park 152-158 St George's Terrace Perth WA 6000 Page 2 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report The directors present their report together with the consolidated financial statements of the Group comprising of Santa Fe Minerals Limited (“SFM” or the “Company”) and its subsidiaries for the year ended 30 June 2021. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: Directors The names of the directors who held office during or since the end of the financial year and until the date of this report are noted below. Directors were in office for the entire period unless otherwise stated: Mr Mark Jones Mr Douglas Rose Mr Terence Brown Qualifications, Experience and Special Responsibilities of Directors Mark Jones (Chairman/Non-Executive Director) Mr. Jones has been the Non-Executive Chairman of Santa Fe Minerals Limited since the company floated on the Australian Stock Exchange in October 2011. He was instrumental in the listing of the company and subsequent capital raisings. Mr. Jones was previously a Non-Executive Director (Private Clients) of Patersons Securities Limited and brings 30 years’ of capital markets experience to the Board. In the 3 years immediately before the end of the financial year, Mr Jones also served as a director of the following listed companies: Oakajee Corporation Limited - current directorship Douglas Rose (Executive Director) Mr. Rose was appointed to the board of the Company in March 2013 as a Non-Executive director. He has been the Managing director of Santa Fe Minerals since 1 July 2013 and oversaw the restructure and sale of the ATM business. Prior to his appointment as Managing Director, Mr. Rose was a Private Client Adviser with Patersons Securities Limited. He holds a Bachelor of Commerce degree from Curtin University and has over 16 years’ experience in the financial services industry. In the 3 years immediately before the end of the financial year, Mr Rose also served as a director of the following listed companies: Oakajee Corporation Limited - current directorship Terence Brown (Non-Executive Director) Mr Brown is a geologist with over 31 years’ experience in mining and exploration of precious, base and industrial minerals. He has been involved in exploration, project development and operational roles within Australia and Africa for a number of mid-tier mining companies including Resolute Mining Ltd and Integra Mining Ltd. Mr Brown has a Bachelor of Science (Mining Geology) from Western Australian School of Mines and a Post-Graduate Diploma in Natural Resources from Curtin University. Mr Brown did not hold any other directorships in other listed companies in the last 3 years immediately before the end of the financial year. Company Secretary Henko Vos (Appointed 17 December 2020) Mr Vos is a member of the Australian Institute of Company Directors (AICD), the Governance Institute of Australia (GIA), and the Chartered Accountants in Australia and New Zealand (CAANZ) with more than 15 years’ experience working within public practice, specifically within the area of corporate services and audit and assurance both in Australia and South Africa. He holds similar secretarial roles in various other listed public companies in both industrial and resource sectors. He is a Director at Nexia Perth, a mid-tier corporate advisory and accounting practice. Page 3 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Company Secretary (continued) Krystel Kirou (Resigned 17 December 2020) Ms Kirou holds a Bachelor of Commerce degree from the University of Western Australia and has 12 years’ experience in financial reporting and corporate services. She is a member of CPA Australia and the Governance Institute of Australia. Ms Kirou is an employee of Nexia Perth, a mid-tier corporate advisory and accounting practice, and has held similar secretarial roles in various other listed and non-listed companies. Directors’ Interests Interests in the shares and options of the Company and related bodies corporate The following relevant interests in shares and options of the Company or a related body corporate were held by the directors as at the date of this report. Mark Jones Douglas Rose Terence Brown No. of options over ordinary shares No. of fully paid ordinary shares - - - 5,860,000 4,549,748 - There were no ordinary shares issued by the Company during or since the end of the financial year as a result of the exercise of options. Dividends No dividends have been paid or declared since the start of the financial year and the directors do not recommend the payment of a dividend in respect of the financial year. Principal activities The principal activities of the Group during the course of the financial year were exploration for gold and base metals within the state of Western Australia. Page 4 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Review of operations Exploration Operations During the period, Santa Fe Minerals Ltd (“Santa Fe”, “SFM” or “the Company”) continued the systematic evaluation of the exploration potential of the Challa Projects with respect to gold and vanadium mineralisation. Golden Girls Yard Well Boulder North Brian’s Patch Honey Pot North Watson’s Well Brian’s Patch - Gold Figure 1 - Challa Project area. The Brian’s Patch area is defined over 600m x 300m by a historic surface geochemistry gold anomaly and several gold nugget patches within laterite. The core of the gold anomaly at >10ppb Au is in two sections. The north section is 300m x 150m with a maximum gold result of 305ppb and the southern section is 250m x100m with a maximum gold result of 42ppb. There is no outcrop and the laterite cover is only 2-5m thick. A total of 25 AC drillholes for 1323m were drilled on two lines to test for bedrock gold mineralisation beneath the Brian’s Patch soil anomaly. All holes were angled to east and drilled to depths between 44m and 69m. Samples were nominally collected over 4m intervals down hole. Gold distribution within the holes showed strong anomalism in the 0-4m range and at depth near the base of weathering. Anomalous gold values from the 0-4m sample interval range from 20-80ppb Au and occur within laterite gravels immediately above indurated and completely weathered bedrock. These gravels have been the host of gold nuggets reported from areas adjacent to the current drilling. Deeper anomalous gold results occur in CHAC007 (40- 44m,109ppb Au), CHAC008 (40-44m, 145ppb Au), CHAC018 (28-32m, 111 ppb Au) and CHAC025 (40-44m, 236 ppb Au). These results occur above and near the base of weathering and do not appear to reflect the source of the gold nuggets. It is likely the source of the gold anomaly in the gravels is east of the current drilling. Page 5 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Review of operations (continued) Table 1: Aircore drill-hole collar locations with maximum gold in ppb From To Type Dip Az (mag) 0 0 0 0 0 0 40 40 0 0 40 0 32 0 0 0 0 28 28 0 36 0 0 0 0 4 4 4 4 4 4 44 44 4 4 44 4 36 4 4 4 4 32 32 4 40 4 4 4 4 AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC AC -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 236 40 44 Max Au ppb 3 6 29 46 63 29 109 145 14 13 25 5 13 15 20 37 3 111 46 53 53 27 80 61 63 Hole_id MGA_E MGA_N RL Depth CHAC001 642251 6891296 483 CHAC002 642225 68911297 490 CHAC003 642200 6891295 CHAC004 642176 6891297 482 486 CHAC005 642147 6891292 483 CHAC006 642125 6891295 CHAC007 642096 6891294 480 478 CHAC008 642074 6891295 475 CHAC009 642047 6891297 479 CHAC010 642024 6891301 CHAC011 641999 6891300 478 477 CHAC012 641977 6891296 476 CHAC013 641950 6891298 CHAC014 641930 6891297 474 470 CHAC015 641902 6891302 472 CHAC016 641875 6891305 CHAC017 642250 6890849 471 478 CHAC018 642224 6890850 477 CHAC019 642201 6890854 478 CHAC020 642178 6890849 CHAC021 642152 6890852 476 478 CHAC022 642126 6890854 479 CHAC023 642103 6890852 CHAC024 642078 6890852 481 476 CHAC025 642051 6890855 475 CHAC025 642051 6890855 475 66 52 54 60 57 57 46 48 46 48 46 45 44 48 48 60 54 54 45 69 57 60 54 54 51 51 Page 6 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Review of operations (continued) Figure 2: Brian’s Patch Soil Sampling and AC drilling. Page 7 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Review of operations (continued) Challa North Prospects – Gold During the period, Santa Fe tested four gold targets with shallow auger drilling. The prospects tested are: 1. Golden Girls. 2. Yard Well. 3. Boulder North. 4. Honey Pot North. Figure 3: Auger drill hole locations. Page 8 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Review of operations (continued) Golden Girls Prospect Auger geochemistry results defined 4 subparallel gold zones over an area of 1,000m x 1,400m with maximum gold values of 321ppb Au (Figure 4). The zones are open along strike north and south extending beyond the areas of previous sampling. The Auger sampling was on 100m and 200m x 50m spacings over an area of 1,000m north/south and 2,000m east/west targeting an area of previous soil sampling, gold nugget patches and shallow drilling. The previous broad spaced soil sampling only partially defined the gold zones and the follow up drilling of these zones intersected anomalous gold reflecting the soil results but failed to intersect significant bedrock gold zones. The current auger results suggest the gold zones are much more extensive than previously indicated and that the previous drilling has not effectively tested the potential. Further auger sampling is planned to better define the gold anomalies for drilling. Figure 4: Golden Girls prospect auger sample locations coloured by gold grade. Yard Well Prospect Auger sampling on 100m x 50m was completed to follow up a poorly defined gold target from 400m x 100m lag sampling in 2018. Results defined a north-west trending gold zone plus 5ppb Au over 400m with a maximum value of 76ppb Au associated with an interpreted fault zone (Figure 5). The anomaly is well defined and can be tested by drilling in conjunction with the other targets. Page 9 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Review of operations (continued) Figure 5: Yard Well auger sample locations coloured by Au ppb over 1vd magnetics. Boulder North Prospect Auger sampling tested a 7km x 2km interpreted fault zone under shallow cover. This area had not previously been targeted and was selected based on its similarity with the Boulder and Honey Pot gold prospects located east of the SFM tenure (refer to SFM March 2021 Quarterly Report). Results of the auger sampling defined three parallel gold corridors over 4km strike strongly correlated with north/south striking magnetic low fault zones (Figure 6). The fault zones extend beyond the current broad spaced sampling. Additional infill and extension auger sampling is planned for this calendar year. Page 10 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Review of operations (continued) Figure 6: Boulder North gold target auger sample locations coloured by gold grade over 1vd merged magnetics. High-resolution magnetic data was only in the SE and low-resolution data for the rest of the tenement. . Page 11 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Review of operations (continued) Challa South (Watson’s Well) - Vanadium Previous mapping by the Company discovered meta-gabbro outcrop and magnetite banding at Watson’s Well. A preliminary MAGLAG and rock chip sampling program revealed a peak rock chip assay returning 1.64% Vanadium Pentoxide (V2O5) (refer to the Company’s ASX announcement dated 15 May 2018). In 2018, an initial mapping and surface sampling program was conducted across the priority zones of the anomaly. MagLag sampling on a 250m by 100m grid was undertaken over a 2.4km2 area. Rock chip samples were also taken from outcropping magnetite. Assay results from the September program are shown in Figures 7 and 8 below (refer to the Company’s ASX announcement dated 14 November 2018). Figure 7 - V2O5 MagLag and rock chip sampling assay results and location of detailed mapping location at Watson’s Well Prospect. Page 12 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Review of operations (continued) Detailed mapping of available outcrop along the south western section of the magnetic surface anomaly confirmed multiple 0.1m to 0.5m true thickness and strike continuous magnetite layers within layered 3m to 10m thick meta- gabbro and several late-stage strike continuous pegmatite sills. The majority of the magnetic anomaly area is covered by transported alluvium and duricrust consisting of transported cover and residual magnetite scree. Multiple outcrops across the magnetic anomaly of resistant quartz and pegmatites confirm the lateral continuity of the pegmatites. There is no continuous outcrop across the magnetic anomaly to create a complete stratigraphic profile of the magnetite rich layers; only drilling beneath the transported cover will be able to define the geology profile of the package. The Company’s geochemical data (MagLag and rock chip V2O5 content) does not show a direct correlation with the magnetic intensity image. The strongest magnetic intensity is not associated with the highest V2O5 assay grade and is more likely reflecting regolith dispersion of the magnetite scree by weathering and surface transport processes. The MagLag samples completed across the magnetic anomaly display a consistent elevated >0.60% V2O5 anomaly. Grade variation from insitu rock chip data collected to date for the cumulate magnetite layers vary between 1.64% and 0.31% V2O5 (22 samples); meta-gabbro containing minor magnetite vary between 0.09% to 0.03% V2O5 (9 samples) and meta-gabbro containing common magnetite vary between 0.69% to 0.13% V2O5 (12 samples). Based on previous field mapping, the magnetite layering is dipping at -75 degrees towards the West; if the unit is not structurally overturned, the lower magnetite units are on the eastern side of the magnetic anomaly. Figure 8 - V2O5 MagLag and rock chip sampling assay results and detailed outcrop mapping at Watson’s Well Prospect. Page 13 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Review of operations (continued) The eastern side of the magnetic anomaly is proposed to represent the lower section of the Shephards Discordant Zone (SDZ) that contains higher V2O5 weight content magnetite relative to TiO2 weight content. Due to the transported cover and surface dispersion of the residual soils, the magnetic image is not reflecting the true location or intensity of the highest V2O5% grade magnetite layers. The lower zone of the SDZ on the eastern side of the magnetic anomaly has the potential of being the more prospective side; however only drill testing can confirm the interpretation and provide representative assay data. The exposed western magnetite layers may represent the more evolved upper magnetite units with potentially lower V2O5 weight content relative to TiO2 weight content magnetite units of the SDZ. The Company plans to conduct detailed mapping of the prospect in October, 2021. Tenement Holder1 Interest Location Status E58/485 Challa Resources Pty Ltd E58/500 Challa Resources Pty Ltd E58/501 Challa Resources Pty Ltd E58/502 Challa Resources Pty Ltd E58/503 Challa Resources Pty Ltd E58/511 Challa Resources Pty Ltd E59/2257 Challa Minerals Pty Ltd 100% 100% 100% 100% 100% 100% 100% Western Australia Granted Western Australia Granted Western Australia Granted Western Australia Granted Western Australia Granted Western Australia Granted Western Australia Granted 1Challa Resources Pty Ltd and Challa Minerals Pty Ltd are wholly owned subsidiaries of Santa Fe Minerals Limited. COMPETENT PERSON’S STATEMENT The information in this report that relates to Exploration Results is based on information compiled by Mr. Reginald Beaton who is a Member of the Australian Institute of Geoscientists. Mr. Beaton is an employee of Santa Fe Minerals Limited and has sufficient experience which is relevant to the style of mineralisation under consideration to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr. Beaton consents to the inclusion in the report of the matters based on the information compiled by him, in the form and context in which it appears. All technical information in this report has previously been released to ASX. The Company is not aware of any new information or data that materially affects the information included in the above. Page 14 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Operating Performance The net loss after income tax attributable to members of the Company for the financial year ended 30 June 2021 was $136,582 (30 June 2020: $974,225). At 30 June 2021, the Company had net assets of $4,583,446 (30 June 2020: $4,720,028). The table below shows the key operating outcomes achieved as compared with the previous two comparative periods to 30 June 2021: Other income Net (loss)/profit before tax Net (loss)/profit after tax Share price at start of year Share price at end of year Basic loss per share (cents) Diluted loss per share (cents) 30 June 2021 $’000 30 June 2020 $’000 30 June 2019 $’000 30 June 2018 $’000 30 (137) (137) $0.062 $0.09 $0.19 $0.19 109 (974) (974) $0.09 $0.062 $1.34 $1.34 107 (784) (784) $0.22 $0.09 $1.08 $1.08 151 (1,243) (1,243) $0.12 $0.22 $1.82 $1.82 Financial Position As at 30 June 2021, the Company had cash and cash equivalents of $3,438,103 (2020: $4,397,616). Significant changes in the state of affairs There have been no significant changes in the state of affairs of the Group to the date of this report. Significant events after balance date The impact of the Coronavirus (COVID-19) pandemic is ongoing as at 30 June 2021 and it is not practicable to estimate the potential impact, positive or negative, on the Group’s activities after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. Other than noted above, there has been no matter or circumstance that has arisen after balance date that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods. Likely developments and expected results Disclosure of information regarding likely developments in the operations of the Group in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Group. Therefore, this information has not been presented in this report. Environmental legislation The Group is not subject to any significant environmental legislation. Indemnification and insurance of directors and officers The Company has agreed to indemnify all the directors of the Company for any liabilities to another person (other than the Company or related body corporate) that may arise from their position as directors of the Company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith. During the financial year the Company paid a premium in respect of a contract insuring the directors and officers of the Company and its controlled entities against any liability incurred in the course of their duties to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Page 15 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Remuneration Report - audited This report, which forms part of the Directors’ Report, outlines the remuneration arrangements in place for the key management personnel of Santa Fe Minerals Limited for the financial year ended 30 June 2021. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001. The remuneration report details the remuneration arrangements for key management personnel who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the Company. Key Management Personnel Mr Mark Jones - Director since May 2011 Mr Douglas Rose - Director since March 2013 Mr Terence Brown - Director since August 2017 Remuneration philosophy The performance of the Company depends upon the quality of the directors and executives. The philosophy of the Company in determining remuneration levels is to: ▪ ▪ ▪ set competitive remuneration packages to attract and retain high calibre employees; link executive rewards to shareholder value creation; and establish appropriate, demanding performance hurdles for variable executive remuneration. Remuneration structure In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration is separate and distinct. Non-executive director remuneration The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders. The ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice from external advisers and shareholders as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process. Each director receives a fee for being a director of the Company. The remuneration of the non-executive directors for the year ended 30 June 2021 is detailed in Table 1 of this report. Senior manager and executive director remuneration Remuneration consists of fixed remuneration and variable remuneration (which may comprise short-term and long- term incentive schemes). Fixed Remuneration Fixed remuneration is reviewed annually by the Board. The process consists of a review of relevant comparative remuneration in the market and internally and, where appropriate, external advice on policies and practices. The Board has access to external, independent advice where necessary. Senior managers are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and fringe benefits such as motor vehicles and expense payment plans. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Group. Performance Based Remuneration No performance based amounts have been paid or determined to be paid to directors at this stage of the Group’s development. Page 16 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Remuneration Report (continued) Variable Remuneration The objective of any short term incentive program is to link the achievement of the Group's operational targets with the remuneration received by the executives charged with meeting those targets. The total potential short term incentive available will be set at a level so as to provide sufficient incentive to senior management to achieve the operational targets and such that the cost to the Group is reasonable in the circumstances. Actual payments granted to each senior manager will depend on the extent to which specific operating targets set at the beginning of the financial year are met. The aggregate of annual payments available for executives across the Group is subject to the approval of the Board. Payments made may be delivered as a cash or shares/options bonus in the following reporting period. The Company currently does not have any long term incentive payment arrangements in operation. Service Agreements The Company entered into an Executive Services Agreement with Mr Rose on 29 April 2020 which replaces the previous Executive Services Agreement dated 16 June 2014 and subsequent variations dated 1 July 2016 and 24 May 2018. Mr Rose is entitled to a fixed base remuneration of $100,000 per annum plus statutory superannuation. The service agreement can be terminated by either party providing three months’ notice, with the Company being entitled to make a payment in lieu of that notice. In the event of termination by the Company, Mr. Rose will be entitled to a termination payment of $100,000, less any payment made in lieu of notice. Bonuses There were no bonuses granted including those with service and performance criteria during the financial year. Remuneration of Key Management Personnel Table 1: Key Management Personnel remuneration for the years ended 30 June 2021 and 30 June 2020. Short-term employee benefits Post employment benefits Other long- term benefits Share- based payments Relative proportion of remuneration linked to performance Salary & Fees $ Bonus $ Super- annuation $ Other $ Shares $ Total $ Fixed $ Perfor- mance linked $ Mark Jones Douglas Rose Terence Brown TOTAL 2021 2020 2021 2020 2021 2020 2021 2020 100,000 100,000 100,000 100,000 20,000 20,000 220,000 220,000 - - - - - - - - 9,500 9,500 9,500 9,500 1,900 1,900 20,900 20,900 - - - - - - - - - 109,500 - 109,500 - 109,500 - 109,500 - - 21,900 21,900 - 240,900 - 240,900 100% 100% 100% 100% 100% 100% 100% 100% - - - - - - - - Share Option Plans There were no share options issued during the financial year. Page 17 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Remuneration Report (continued) Share-based compensation to Key Management Personnel There were no share-based payments to directors and executives during the year. Shareholdings of Key Management Personnel 30 June 2021 Directors: Mark Jones Douglas Rose Terence Brown Balance at beginning of year Granted as remuneration Net Change Other Balance at end of year 5,860,000 4,549,748 - 10,409,748 - - - - - - - - 5,860,000 4,549,748 - 10,409,748 All equity transactions with key management personnel other than those granted as remuneration have been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing at arm's length. Loans to Key Management Personnel There were no loans provided to key management personnel during the financial year or outstanding at balance date (2020: nil). Other transactions with Key Management Personnel There were no other transactions with key management personnel during the financial year or outstanding at balance date. Associates and Joint Ventures in which the parent entity is a venturer The Group does not have any associates and has no interests in joint ventures. Terms and conditions of transactions with related parties Sales to and purchases from related parties are made in arm's length transactions both at normal market prices and on normal commercial terms. No guarantees have been provided or received for any related party receivables or payables. For the year ended 30 June 2021, the Group has not made any allowance for doubtful debts relating to amounts owed by related parties (2020: nil). END OF REMUNERATION REPORT Directors’ Meetings The number of meetings of directors held during the year and the number of meetings attended by each director were as follows: Mark Jones Douglas Rose Terence Brown Number eligible to attend Number attended 4 4 4 4 4 4 Proceedings on behalf of the Company No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. Page 18 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Report Auditor Independence and Non-Audit Services Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the Company with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page 20 and forms part of this directors’ report for the year ended 30 June 2021. Non-Audit Services Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in Note 17 to the consolidated financial statements. The directors are satisfied that the provision of non- audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services do not compromise the auditor’s independence as all non-audit services have been reviewed to ensure that they do not impact the impartiality and objectivity of the auditor and none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board. Signed in accordance with a resolution of the Board of directors. Doug Rose Managing Director 30 September 2021 Perth, Western Australia Page 19 AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the consolidated financial report of Santa Fe Minerals Limited for the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of: a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b) any applicable code of professional conduct in relation to the audit. Perth, Western Australia 30 September 2021 B G McVeigh Partner Page 20 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Consolidated Statement of Comprehensive Income For the year ended 30 June 2021 Continuing operations Other income Employee benefits expense Depreciation Exploration expenditure Impairment of deferred exploration expenditure Other expenses Fair value gain on FVTPL assets Loss before income tax expense Income tax expense Loss after tax Other Comprehensive Income Note 2021 $ 2020 $ 2 2 10 11 2 16 3 30,399 (330,400) (19,699) (143,094) - (222,295) 548,507 109,120 (351,554) (19,147) (347,641) (220,531) (287,059) 142,587 (136,582) (974,225) - - (136,582) (974,225) Other comprehensive income for the year, net of tax - - Total comprehensive loss for the year (136,582) (974,225) Basic loss per share (cents) Diluted loss per share (cents) 5 5 (0.19) (0.19) (1.34) (1.34) The accompanying notes form part of these financial statements. Page 21 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Consolidated Statement of Financial Position As at 30 June 2021 Assets Current Assets Cash and cash equivalents Trade and other receivables Other financial assets Total Current Assets Non-Current Assets Assets classified as FVTPL Deferred exploration expenditure Property, plant and equipment Total Non-Current Assets Total Assets Liabilities Current Liabilities Trade and other payables Provisions Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity Note 2021 $ 2020 $ 6 7 8 16 11 10 12 14 15 15 3,438,103 4,397,616 8,181 20,752 40,058 14,374 3,467,036 4,452,048 886,469 300,536 24,982 1,211,987 38,587 300,536 44,681 383,804 4,679,023 4,835,852 24,782 70,795 95,577 51,547 64,277 115,824 95,577 115,824 4,583,446 4,720,028 14,757,954 14,757,954 - 76,067 (10,174,508) (10,113,993) 4,583,446 4,720,028 The accompanying notes form part of these financial statements. Page 22 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Consolidated Statement of Changes in Equity For the year ended 30 June 2021 Issued capital $ Share based payments reserve $ Accumulated losses $ Total $ Balance at 1 July 2019 14,757,954 76,067 (9,139,768) 5,694,253 Loss for the year Other comprehensive income for the year, net of income tax Total comprehensive loss for the year, net of income tax Balance at 30 June 2020 - - - - - - (974,225) (974,225) - - (974,225) (974,225) 14,757,954 76,067 (10,113,993) 4,720,028 Balance at 1 July 2020 14,757,954 76,067 (10,113,993) 4,720,028 Loss for the year Other comprehensive income for the year, net of income tax Total comprehensive loss for the year, net of income tax Transfer of lapsed options Balance at 30 June 2021 - - - - - - - (136,582) (136,582) - - (136,582) (136,582) (76,067) 76,067 - 14,757,954 - (10,174,508) 4,583,446 The accompanying notes form part of these financial statements. Page 23 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Consolidated Statement of Cash Flows For the year ended 30 June 2021 Note 2021 $ 2020 $ Cash flows from operating activities Interest received Government grants Other receipts from customers Payments to suppliers and employees Exploration and evaluation expenditure Net cash outflow from operating activities 6 Cash flows from investing activities Payments for plant and equipment Payments for FVTPL assets Proceeds from disposal of FVTPL assets Net cash (outflow)/inflow from investing activities Net decrease in cash held Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 6 18,953 46,038 - (506,254) (218,875) (660,138) - (299,375) - (299,375) (959,513) 4,397,616 3,438,103 69,510 21,534 803 (507,153) (448,706) (864,012) (4,047) (808,658) 1,299,833 487,128 (376,884) 4,774,500 4,397,616 The accompanying notes form part of these financial statements. Page 24 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of preparation The consolidated financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and complies with other requirements of the law. The financial statements comprise the consolidated financial statements for the Group. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity. The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise stated. The financial statements are for the Group consisting of Santa Fe Minerals Limited and its subsidiaries. The financial report has been prepared on a historical cost basis except for FVTPL assets which have been measured at fair value. Historical cost is based on the fair values of the consideration given in exchange for goods and services. The financial report is presented in Australian dollars. The Company is a listed public company, incorporated in Australia. (b) Adoption of new and revised standards Standards and Interpretations applicable to 30 June 2021 In the year ended 30 June 2021, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group and effective for the current annual reporting period. As a result of this review, the Directors have determined that there is no material impact of new Standards and Interpretations issued and, therefore, no change is necessary to the Group’s accounting policies. Standards and Interpretations in issue not yet effective The Directors have also reviewed all Standards and Interpretations issued but not yet effective for the year ended 30 June 2021. As a result of this review the Directors have determined that there is no material impact of the Standards and Interpretations issued not yet effective on the Group and, therefore, no change is necessary to Group accounting policies. (c) Statement of compliance The financial report was authorised for issue on 30 September 2021. The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS). (d) Basis of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Santa Fe Minerals Limited (‘Company’ or ‘parent entity’) as at 30 June 2021 and the results of all subsidiaries for the year then ended. Santa Fe Minerals Limited and its subsidiaries are referred to in this financial report as the Group. The financial statements of the subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Control is achieved when the Company: ▪ ▪ ▪ has power over the investee; is exposed, or has rights, to variable returns from its involvement in with the investee; and has the ability in its power to affect its returns. The Company reassess whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements listed above. Page 25 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (d) Basis of consolidation (continued) Changes in the Group’s ownership interest in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non- controlling interests are adjusted to reflect the changes in their relative interests in subsidiaries. Any difference between the amount paid by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company. When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between: ▪ ▪ the aggregate of the fair value of the consideration received and the fair value of any retained interest; and the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non- controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by the applicable AASBs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 9, when applicable, the cost on initial recognition of an investment in an associate or a joint venture. (e) Critical accounting estimates and judgments The application of accounting policies requires the use of judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Recovery of deferred tax assets Deferred tax assets are recognised when management considers that it is probable that sufficient future tax profits will be available to utilise those temporary differences. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Exploration and evaluation expenditure The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits are likely either from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of a Joint Ore Reserves Committee (JORC) resource is itself an estimation process that requires varying degrees of uncertainty depending on sub-classification and these estimates directly impact the point of deferral of exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available. (f) Exploration and evaluation expenditure Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied: the rights to tenure of the area of interest are current; and a) b) at least one of the following conditions is also met: - - the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; or exploration and evaluation activities in the area of interest have not at the balance date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation costs, excluding the costs of acquiring tenements and permits, are expensed as incurred. Acquisition costs will be assessed on a case‐by‐case basis and, if appropriate, they will be capitalised. Page 26 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (f) Exploration and evaluation expenditure (continued) These acquisition costs are carried forward only if the rights to tenure of the area of interest are current and either: ▪ ▪ they are expected to be recouped through successful development and exploitation of the area of interest or; the activities in the area of interest at the reporting date have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest, are continuing. Accumulated acquisition costs in relation to an abandoned area are written off in full to the statement of profit or loss and other comprehensive income in the year in which the decision to abandon the area is made. The carrying values of acquisition costs are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Where a decision has been made to proceed with development in respect of an area of interest the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development. (g) Revenue Recognition Revenue is measured at fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. Interest income Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be reliably measured. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets’ net carrying amount on initial recognition. Grant revenue Grant revenue is recognised when it is received or when the right to receive payment is established. Government grants relating to costs are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate. (h) Borrowing costs Borrowing costs are capitalised that are directly attributable to the acquisition, construction or production of qualifying assets where the borrowing cost is added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. (i) Leases Right-of-use assets A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred. Lease liabilities A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Page 27 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (i) Leases (continued) Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down. (j) Income tax The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary difference and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date. Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. 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. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, 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 income 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. The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Page 28 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (j) Income tax (continued) Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Tax consolidation legislation Santa Fe Minerals Limited and its 100% owned Australian resident subsidiaries have implemented the tax consolidation legislation. Current and deferred tax amounts are accounted for in each individual entity as if each entity continued to act as a taxpayer on its own. Santa Fe Minerals Limited recognises its own current and deferred tax amounts and those current tax liabilities, current tax assets and deferred tax assets arising from unused tax credits and unused tax losses which it has assumed from its controlled entities within the tax consolidated Group. (k) Other taxes 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 statement of financial position. Cash flows are included in the statement of cash flows 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) Impairment of tangible and intangible assets The Group assesses at each balance date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and 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 and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit 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. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each balance date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot 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 profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Page 29 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (m) Cash and cash equivalents Cash comprises cash at bank and cash on hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. (n) Trade and other receivables Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method, less any allowance for impairment. Trade receivables are generally due for settlement within periods ranging up to 30 days. Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly. The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of comprehensive income. (o) Financial assets Recognition and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Classification and initial measurement of financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging instruments, are classified into the following categories: ▪ ▪ ▪ ▪ amortised cost fair value through profit or loss (FVTPL) equity instruments at fair value through other comprehensive income (FVOCI) debt instruments at fair value through other comprehensive income (FVOCI) All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. The classification is determined by both: ▪ ▪ the entity’s business model for managing the financial asset the contractual cash flow characteristics of the financial asset All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. Subsequent measurement of financial assets Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL): ▪ they are held within a business model whose objective is to hold the financial assets to collect its contractual cash flows the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding ▪ Page 30 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (o) Financial assets (continued) After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments as well as listed bonds that were previously classified as held-to-maturity under IAS 39. Financial assets at fair value through profit or loss (FVTPL) Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply. Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists. Equity instruments at fair value through other comprehensive income (Equity FVOCI) Investments in equity instruments that are not held for trading are eligible for an irrevocable election at inception to be measured at FVOCI. Under Equity FVOCI, subsequent movements in fair value are recognised in other comprehensive income and are never reclassified to profit or loss. Dividends from these investments continue to be recorded as other income within the profit or loss unless the dividend clearly represents return of capital. This category includes unlisted equity securities that were previously classified as ‘available-for-sale’ under AASB 139. Any gains or losses recognised in other comprehensive income (OCI) are not recycled upon derecognition of the asset. Debt instruments at fair value through other comprehensive income (Debt FVOCI) Financial assets with contractual cash flows representing solely payments of principal and interest and held within a business model of collecting the contractual cash flows and selling the assets are accounted for at debt FVOCI. The Group accounts for financial assets at FVOCI if the assets meet the following conditions: ▪ ▪ they are held under a business model whose objective it is to “hold to collect” the associated cash flows and sell financial assets; and the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. Any gains or losses recognised in other comprehensive income (OCI) will be recycled upon derecognition of the asset. Impairment of financial assets AASB 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL) model’. This replaced AASB 139’s ‘incurred loss model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss. Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead the Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. Page 31 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (o) Financial assets (continued) In applying this forward-looking approach, a distinction is made between: ▪ ▪ ▪ financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Level 1’) and financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Level 2’). ‘Level 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category. Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. Trade and other receivables and contract assets The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Classification and measurement of financial liabilities The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. (p) Investment in associates and joint ventures An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. A joint venture is an arrangement where the parties have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The results and assets and liabilities of associates and joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with AASB 5. Under the equity method, an investment in an associate or a joint venture is initially recognised on the consolidated statement of financial position and adjusted thereafter to recognised the Groups’ share of the profit or loss in other comprehensive income of the associate if joint venture. When the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in associate or joint venture), the Group discontinues to recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. An investment in associate or joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired. Page 32 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (p) Investment in associates and joint ventures (continued) When necessary, the entire carrying amount if the investment (including goodwill) is tested for impairment in accordance with AASB 136 ‘Impairment of Assets’ as a single asset by comparing its recoverable amount (higher of value in use less costs to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with AASB 136 to the extent that the recoverable amount of the investment subsequently increases. The Group discontinues the use of the equity method from the date when the investment ceased to be an associate or a joint venture, or when the investment is classified as held for sale. When the group retains an interest in the former associate or joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with AASB 9. The difference between the carrying amount of the associate or joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities., the Group reclassified the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued. The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests. When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassified to profit and loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities. When a group entity transacts with an associate or a joint venture of the Group, profits and loss resulting from the transactions with the associate or joint venture are recognised in the Group’s consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group. (q) Property, plant and equipment Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows: Plant and equipment Motor vehicle 2-10 years 4-8 years The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. Impairment The carrying values of plant and equipment are reviewed for impairment at each balance date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired. The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. 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. For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash- generating unit to which the asset belongs, unless the asset's value in use can be estimated to approximate fair value. Page 33 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (q) Property, plant and equipment (continued) An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount. For plant and equipment, impairment losses are recognised in the statement of comprehensive income in other expenses. Derecognition and disposal An item of property, plant and equipment is derecognised upon disposal or when no further 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 profit or loss in the year the asset is derecognised. Impairment losses recognised for goodwill are not subsequently reversed. (r) Trade and other payables Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. Trade and other payables are presented as current liabilities unless payment is not due within 12 months. (s) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement. Provisions are measured at the present value or management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as an interest expense. (t) Employee leave benefits Wages, salaries and annual leave Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the balance date are recognised in other payables in respect of employees’ services up to the balance date, they are measured at the amounts expected to be paid when the liabilities are settled. Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the balance date. Consideration is given to expected future wage and salary levels, experience of employee departures, and period of service. Expected future payments are discounted using market yields at the balance date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. (u) Share-based payment transactions Equity settled transactions: The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black-Scholes model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Santa Fe Minerals Limited (market conditions) if applicable. Page 34 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (u) Share-based payment transactions (continued) The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period). The cumulative expense recognised for equity-settled transactions at each balance date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The statement of comprehensive income charge or credit for a period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings or loss per share. (v) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a new business are not included in the cost of acquisition as part of the purchase consideration. (w) Earnings per share Earnings per share is calculated as net profit / (loss) attributable to members of the Company, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit / (loss) attributable to members of the parent, adjusted for: ▪ ▪ ▪ costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. (x) Parent entity financial information The financial information for the parent entity, Santa Fe Minerals Limited, has been prepared on the same basis as the consolidated financial statements, except in relation to investments in subsidiaries, associates and joint venture entities. Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the parent entity’s financial statements. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments. (y) Going concern The consolidated financial report has been prepared on a going concern basis. Page 35 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 2: REVENUE AND EXPENSES Other income Interest received Government grants Other income Employee benefits expense Wages, salaries and director fees Superannuation Leave entitlement expense Other expenses ASX fees Contractors and consultants Auditor’s remuneration Insurance Legal fees Occupancy costs Travel IT costs Share registry fees Other 2021 $ 2020 $ 16,647 13,752 - 30,399 295,782 28,099 6,519 330,400 18,835 30,000 31,725 34,938 2,228 22,087 2,078 9,694 5,812 64,898 222,295 54,497 53,820 803 109,120 304,660 28,943 17,951 351,554 26,167 70,282 31,854 30,643 332 20,123 35,625 10,432 5,164 56,437 287,059 Page 36 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 3: INCOME TAX Income tax recognised in profit or loss Current tax expense Benefit arising from previously unrecognised tax losses of a prior period that is used to reduce current tax Adjustments recognised in the current year in relation to the current tax of prior years Deferred tax expense / (income) Income tax expense 2021 $ 2020 $ - - - - - - - - - - The prima facie income tax expense / (benefit) on pre-tax accounting profit / (loss) from operations reconciles to the income tax expense as follows: Accounting profit / (loss) before income tax Income tax at 30% (136,582) (40,974) (974,225) (292,267) Tax effect of amounts which are not deductible / (taxable) in calculating taxable income: Non-deductible expenses Non-assessable income Adjustments recognised in the current year in relation to current tax of prior years Temporary differences not recognised Income tax expense 1,202 (3,226) (735) 43,733 - 4,929 (16,146) 70,343 233,141 - The tax rate used in the above reconciliation is the corporate tax rate of 30.0% payable by Australian corporate entities on taxable profits under Australian tax law. Current tax assets comprise: Income tax receivable Current tax liabilities comprise: Income tax payable 2021 $ 2020 $ - - - - Page 37 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 3: INCOME TAX (continued) Deferred Tax Balances At 30 June 2021, net deferred tax assets of $1,188,583 (2020: $1,144,851) have not been recognised in terms of AASB112 Income Taxes. The Company does not currently have revenue generating activities and therefore it may not have future taxable profit available against which the deductible temporary differences and unused tax losses comprising this net deferred tax amount may be utilised. Unrecognised deferred tax assets and liabilities as at 30 June 2021 comprise at 30%: Cash & cash equivalents Financial assets Trade and other receivables Property, plant & equipment Intangible assets Trade and other payables Employee benefits Unused tax losses Other future deductions Unrecognised deferred tax assets / (liabilities) before set-off Set-off of deferred tax liabilities Net unrecognised deferred tax asset Deferred tax assets $ Deferred tax liabilities $ Net $ - (220) (220) 62,070 (207,329) (145,259) - 626 - 6,600 21,239 1,331,395 15,171 1,437,101 (248,518) 1,188,583 (4,708) - (36,261) - - - - (4,708) 626 (36,261) 6,600 21,239 1,331,395 15,171 (248,518) 1,188,583 248,518 - - 1,188,583 In addition to the assessed loss and other net future income tax deductions on which deferred tax has not been recognised at 30 June 2021 as set out in the table above, the Company also has accumulated capital losses of $1,677,662 on which deferred tax has not been recognised. Such capital losses may only be utilised against potential future capital gains. Deferred tax assets $ Deferred tax liabilities $ 62,070 (42,776) Unrecognised deferred tax assets and liabilities as at 30 June 2020 comprise at 30%: Financial assets Trade and other receivables Prepayments Property, plant & equipment Intangible assets Trade and other payables Employee benefits Unused tax losses Other future deductions Unrecognised deferred tax assets / (liabilities) before set-off Set-off of deferred tax liabilities Net unrecognised deferred tax asset - - - - 6,000 19,347 1,096,728 39,284 1,223,429 (78,578) 1,144,851 Page 38 Net $ 19,294 (912) (2,794) (735) (31,361) 6,000 19,347 1,096,728 39,284 1,144,851 - (912) (2,794) (735) (31,361) - - - - (78,578) 78,578 - 1,144,851 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 4: SEGMENT REPORTING AASB 8 Operating Segments requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The Group’s operating segments have been determined with reference to the monthly management accounts used by the Chief Operating Decision maker to make decisions regarding the Group’s operations and allocation of working capital. Due to the size and nature of the Group, the Board as a whole has been determined as the Chief Operating Decision Maker. During the period, the Company operated predominantly in one segment being the minerals exploration sector in Australia. Accordingly, under the “management approach” outlined, only one operating segment has been identified and no further disclosure is required in the notes to the financial statements. The revenues and results of this segment are those of the Group as a whole and are set out in the consolidated statement of comprehensive income and the assets and liabilities of the Group as a whole are set out in the consolidated statement of financial position. NOTE 5: EARNINGS PER SHARE Loss per share: Diluted loss per share: The (loss) / profit and weighted average number of ordinary shares used in the calculation of basic and diluted loss per share is as follows: Weighted average number of ordinary shares for the purposes of basic and diluted loss per share (Loss) / profit used in the calculation of total basic and diluted earnings per share are as set out in the statement of comprehensive income as follows: NOTE 6: CASH AND CASH EQUIVALENTS Cash at bank Short-term deposits 2021 Cents per share (0.19) (0.19) 2020 Cents per share (1.34) (1.34) Number Number 72,818,789 72,818,789 $ $ (136,582) (974,225) 2021 $ 93,479 3,344,624 3,438,103 2020 $ 356,179 4,041,437 4,397,616 Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. Page 39 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 6: CASH AND CASH EQUIVALENTS (continued) For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand and at bank and investments in money market instruments, net of outstanding bank overdrafts. Reconciliation of profit/(loss) for the year to net cash flows from operating activities: Loss for the year Depreciation Write off of exploration expenditure (Gain)/loss on fair value of FVTPL assets (Increase)/decrease in assets: Trade and other receivables Other financial assets Increase/(decrease) in liabilities: Trade and other payables Provisions 2021 $ (136,582) 19,699 - 2020 $ (974,225) 19,147 220,531 (548,507) (142,587) 31,878 (6,378) (26,767) 6,519 (16,370) (7,812) 19,353 17,951 Net cash outflow from operating activities (660,138) (864,012) NOTE 7: CURRENT TRADE AND OTHER RECEIVABLES Accrued interest GST receivable Government grant receivable Other receivables 2021 $ 2020 $ 733 7,448 - - 8,181 3,039 3,413 32,286 1,320 40,058 As at 30 June 2021, no provision for doubtful debts was required (2020: nil). There are no receivables which are past due or impaired. NOTE 8: OTHER FINANCIAL ASSETS Current Prepayments and deposits NOTE 9: SHARE BASED PAYMENTS 2021 $ 2020 $ 20,752 14,374 Options The following unquoted options have expired during the period in accordance with the terms and conditions they were issued under: Number Grant date Expiry date Exercise price Fair value at grant date Vesting date SERIES 1 SERIES 2 1,250,000 22/11/2017 30/09/2020 500,000 01/03/2018 30/09/2020 $0.20 $0.20 $45,941 $30,126 22/11/2019 15/09/2018 Page 40 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 9: SHARE BASED PAYMENTS (continued) The fair value of the equity-settled share options is estimated as at the date of grant using the Black-Scholes model taking into account the terms and conditions upon which the options were granted. Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected life of option (years) Exercise price (cents) Grant date share price (cents) SERIES 1 SERIES 2 - 80 2.02 1.83 20 10 - 80 2.02 2.58 20 15 The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value. The following table illustrates the number (No.) and weighted average exercise prices of and movements in share options in existence during the year: 2021 No. 2020 No. 2021 Weighted average exercise price 2020 Weighted average exercise price Outstanding at the beginning of the year 1,750,000 0.20 1,750,000 0.20 Granted during the year Exercised during the year Lapsed during period Outstanding at the end of the year Exercisable at the end of the year - - (1,750,000) - - - - 0.20 - - - - - 1,750,000 - - - - 0.20 - All options lapsed during the period, therefore at 30 June 2021, there are no outstanding options. Page 41 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 10: PROPERTY, PLANT AND EQUIPMENT Net carrying amount: Balance at 1 July 2019 Additions Disposals Depreciation Balance at 30 June 2020 At 30 June 2020: Cost Accumulated depreciation Net carrying amount Net carrying amount: Balance at 1 July 2020 Additions Disposals Depreciation Balance at 30 June 2021 At 30 June 2021: Cost Accumulated depreciation Net carrying amount Motor Vehicles $ Other Assets $ Total $ 59,781 4,047 - (19,147) 44,681 2,022 4,047 - (1,597) 4,472 15,156 (10,684) 4,472 104,693 (60,012) 44,681 57,759 - - (17,550) 40,209 89,537 (49,328) 40,209 40,209 4,472 44,681 - - (17,612) 22,597 - - (2,087) 2,385 89,537 (66,940) 22,597 15,156 (12,771) 2,385 - - (19,699) 24,982 104,693 (79,711) 24,982 2020 $ 521,067 (220,531) 300,536 NOTE 11: DEFERRED EXPLORATION AND EVALUATION EXPENDITURE Balance at beginning of period Expenditure written off Total deferred exploration and evaluation expenditure 2021 $ 300,536 - 300,536 Capitalised exploration expenditure relating to the surrender of exploration licences or where rights to tenure is not current have been written off in full during the year. The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective areas. NOTE 12: TRADE AND OTHER PAYABLES Trade and other payables 2021 $ 2020 $ 24,782 51,547 Trade payables are unsecured, non-interest bearing and are normally settled on 30-60 day terms. Page 42 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 13: COMMITMENTS AND CONTINGENCIES Exploration commitments The Company has certain obligations to perform minimum exploration work and to spend minimum amounts on exploration tenements. The obligations may be varied from time to time subject to approval and are expected to be fulfilled in the normal course of the operations of the Company. Due to the nature of the Company’s operations in exploring and evaluating areas of interest, it is difficult to accurately forecast the nature and amount of future expenditure beyond the next year. Expenditure may be reduced by seeking exemption from individual commitments, by relinquishing of tenure or any new joint venture agreements. Expenditure may be increased when new tenements are granted. Commitment contracted for at balance date but not recognised as liabilities are as follows: Within one year 2021 $ 2020 $ 317,338 220,500 Capital commitments There are no commitments contracted for at balance date but not recognised as liabilities at 30 June 2021 (2020: nil). Contingent consideration liability There were no contingent liabilities at the date of signing this report (2020: nil). NOTE 14: PROVISIONS Annual leave Long service leave NOTE 15: ISSUED CAPITAL AND RESERVES Issued Capital 2021 $ 54,948 15,847 70,795 2020 $ 50,410 13,867 64,277 2021 $ 2020 $ 72,818,789 Fully paid ordinary shares (30 June 2020: 72,818,789) 14,757,954 14,757,954 Year to 30 June 2021 Year to 30 June 2020 Number $ Number $ Movements in ordinary shares Balance at beginning of year 72,818,789 14,757,954 72,818,789 14,757,954 Issue of fully paid ordinary shares Share issue costs Balance at end of year - - - - - - - - 72,818,789 14,757,954 72,818,789 14,757,954 Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. Page 43 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 15: ISSUED CAPITAL AND RESERVES (continued) Nature and purpose of reserves Share-based payments reserve This reserve is used to record the value of option-settled payments paid to vendors for the acquisition of Projects. Share-based payments reserve NOTE 16: FINANCIAL INSTRUMENTS 2021 $ 2020 $ - 76,067 This note provides information about how the Group determines fair value of various financial assets and financial liabilities. The three levels are defined based on the observe ability of significant inputs to the measurement, as follows: ▪ ▪ ▪ Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: 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 (derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The following tables shows the levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis as at 30 June 2021 and 30 June 2020. Year to 30 June 2021 Fair value Year to 30 June 2020 Fair value $ $ Fair value hierarchy Equity investments designated at FVTPL 886,469 38,587 Level 1 Valuation technique Quoted market prices in an active market The directors consider that the carrying amounts of current receivables, current payables and current borrowings are considered to be a reasonable approximation their fair values. Movement in equity investments designated at FVTPL: Opening balance Additions Fair value movement on FVTPL assets Disposals 30 June 2021 $ 38,587 299,375 548,507 30 June 2020 $ 387,175 808,658 142,587 - (1,299,833) 886,469 38,587 Page 44 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 16: FINANCIAL INSTRUMENTS (continued) Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from 2020. The capital structure of the Group consists of cash and cash equivalents, borrowings and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. None of the Group’s entities are subject to externally imposed capital requirements. Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as general administrative outgoings. At 30 June 2021, the Group had no borrowings. Categories of financial instruments Financial assets Cash and cash equivalents Trade and other receivables Other financial assets Equity investments designated at FVTPL Financial liabilities Trade and other payables 2021 $ 2020 $ 3,438,103 4,397,616 8,181 20,752 886,469 40,058 14,374 38,587 24,782 51,547 Financial risk management objectives The Group is exposed to, (i) market risk (which includes foreign currency exchange risk, interest rate risk, share price risk and commodity price risk), (ii) credit risk and (iii) liquidity risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. Market risk The Group’s activities expose it primarily to the financial risks of changes in interest rate. The Group does not enter into derivative financial instruments to manage its exposure to this risk. Foreign currency risk management The Group does not undertake any material transactions denominated in foreign currencies. All contracts are denominated in Australian dollars. Page 45 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 16: FINANCIAL INSTRUMENTS (continued) Interest rate risk sensitivity analysis The Group is exposed to interest rate risk as it has cash at floating and fixed interest rates. The following tables summaries the sensitivity of the Company’s financial assets to interest rate risk. Had the relevant variables, as illustrated in the tables, moved by 1%, with all other variables held constant, post-tax loss and equity would have been affected as shown. The analysis has been performed on the same basis for 2021 and 2020, and represents management’s judgement of a reasonably possible movement. 30 June 2021 Financial assets Weighted Average Interest Rate % Carrying Amount $ Interest Rate Risk Interest Rate Risk -1% +1% Net Loss $ Equity $ Net Gain $ Equity $ Cash and cash equivalents 1.16% 3,438,103 Trade and other receivables Other financial assets Equity investments designated at FVTPL - - - 8,181 20,752 886,469 (34,381) - (34,381) - 34,381 - 34,381 - - - - - - - - - - 4,353,505 (34,381) (34,381) 34,381 34,381 Financial liabilities Trade and other payables - 24,782 - - - - 30 June 2020 Financial assets Weighted Average Interest Rate % Carrying Amount $ Interest Rate Risk Interest Rate Risk -1% +1% Net Loss $ Equity $ Net Gain $ Equity $ Cash and cash equivalents 1.16% 4,397,616 Trade and other receivables Other financial assets Equity investments designated at FVTPL - - - 40,058 14,374 38,587 (43,976) - (43,976) - 43,976 - 43,976 - - - - - - - - - - 4,490,635 (43,976) (43,976) 43,976 43,976 Financial liabilities Trade and other payables - 51,547 - - - - None of the Company’s trade and other receivables and trade and other payables are interest bearing (2020: nil). Equity price risks The Group is exposed to equity price risks arising from equity investment assets. All of the Group’s investments are publicly traded. The Group’s exposure to equity price risks at balance date is not material and no sensitivity analysis has been performed. Page 46 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 16: FINANCIAL INSTRUMENTS (continued) Credit risk management Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The group is exposed to credit risk from financial assets including cash and cash equivalents held at banks and trade and other receivables. The Company does not have any significant credit risk exposure to any single counterparty or any Company of counterparties having similar characteristics. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The carrying amount of financial assets recorded in the financial statements, net of any allowance for losses, represents the Company’s maximum exposure to credit risk without taking account of the value of any collateral obtained. Liquidity risk management Ultimate responsibility for liquidity risk management rests with the board of Directors, who have built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities The following table details the Company’s and the Group’s expected contractual maturity for its non-derivative financial assets and liabilities. Less than 1 year $ 1 - 5 years $ 5+ years $ 2021 Cash and cash equivalents Trade and other receivables Other financial assets Financial liabilities 2020 Cash and cash equivalents Trade and other receivables Other financial assets Financial liabilities NOTE 17: AUDITOR’S REMUNERATION The auditor of the Group is HLB Mann Judd. Auditor of the parent entity Audit or review of the financial statements Other services - Taxation compliance - Other assurance services 3,438,103 8,181 20,752 (24,782) 4,397,616 40,058 14,374 (51,547) - - - - - - - - - - - - - - - - 2021 $ 2020 $ 31,725 31,854 2,400 34,125 12,150 - 44,004 Page 47 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 NOTE 18: RELATED PARTY DISCLOSURE Subsidiary Entities The consolidated financial statements include the financial statements of Santa Fe Minerals Limited and the subsidiaries listed in the following table. Name Challa Resources Pty Ltd Challa Minerals Pty Ltd Country of Incorporation Australia Australia % Equity Interest 2020 100% 100% 2019 100% 100% Santa Fe Minerals Limited is the ultimate Australian parent entity and ultimate parent of the Group. Loans made by Santa Fe Minerals Limited to its wholly-owned subsidiaries are contributed to meet required expenditure payable on demand and are not interest bearing. Transactions with other Related Parties There were no other transactions with key management personnel during the financial year or outstanding at balance date. NOTE 19: KEY MANAGEMENT PERSONNEL DISCLOSURES The aggregate compensation paid to directors and other key management personnel of the Group is set out below: Short-term employee benefits Post-employment benefits Share-based payments NOTE 20: PARENT ENTITY DISCLOSURES Financial position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity Page 48 2021 $ 220,000 20,900 - 240,900 2020 $ 220,000 20,900 - 240,900 2021 $ 2020 $ 3,459,009 1,055,784 4,514,793 4,444,268 83,135 4,527,403 95,256 - 95,256 115,510 - 115,510 4,419,537 4,411,893 14,757,954 14,757,954 - 76,067 (10,338,417) (10,422,128) 4,419,537 4,411,893 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Notes to the Consolidated Financial Statements For the year ended 30 June 2021 Financial performance Profit / (Loss) for the year Other comprehensive income Total comprehensive profit / (loss) NOTE 21: EVENTS AFTER THE REPORTING PERIOD 7,645 - 7,645 (1,896,096) - (1,896,096) Significant events after balance date The impact of the Coronavirus (COVID-19) pandemic is ongoing as at 30 June 2021 and it is not practicable to estimate the potential impact, positive or negative, on the Group’s activities after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. On the other hand, there has been no matter or circumstance that has arisen after balance date that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods. Page 49 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report Directors’ Declaration 1. In the opinion of the directors of Santa Fe Minerals Limited (the ‘Group’): (a) the accompanying financial statements and notes are in accordance with the Corporations Act 2001 including: i. ii. giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the year then ended; and complying with Australian Accounting Standards, the Corporations Regulations 2001, professional reporting requirements and other mandatory requirements. (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. (c) the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. 2. This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2021. This declaration is signed in accordance with a resolution of the Board of directors. Doug Rose Managing Director 30 September 2021 Perth, Western Australia Page 50 INDEPENDENT AUDITOR’S REPORT To the members of Santa Fe Minerals Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Santa Fe Minerals Limited (“the Company”) and its controlled entities (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated 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: a) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year then ended; and b) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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. We have determined the matters described below to be the key audit matters to be communicated in our report. Page 51 Key Audit Matter How our audit addressed the key audit matter Carrying amount of deferred exploration & evaluation expenditure Note 11 of the financial report In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources, the Group capitalises all exploration and evaluation expenditure, including acquisition costs and subsequently applies the cost model after recognition. Our audit focussed on the Group’s assessment of the carrying amount of the capitalised exploration and evaluation asset, as this is one of the most significant assets of the Group. Our procedures included but were not limited to the following: • We obtained an understanding of the key associated with management’s review of the carrying values of each area of interest; processes • We considered Directors’ assessment of potential indicators of impairment; the • We obtained evidence that the Group has current rights to tenure of its areas of interest; • We examined the exploration budget for the year ending 30 June 2022 and discussed with management the nature of planned ongoing activities; • We examined the disclosures made in the financial report. Information other than the financial report and auditor’s report thereon The directors are responsible for the other information. The other information comprises the information included in the Group’s annual financial report for the year ended 30 June 2021, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance 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. Page 52 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 Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - - - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. - We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Page 53 Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included within the directors’ report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Santa Fe Minerals Limited for the year ended 30 June 2021 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 HLB Mann Judd Chartered Accountants Perth, Western Australia 30 September 2021 B G McVeigh Partner Page 54 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report ASX ADDITIONAL INFORMATION AT 16 SEPTEMBER 2021 A. CORPORATE GOVERNANCE A statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX Corporate Governance Council during the reporting period can be found on the Company’s website: https://www.santafeminerals.com.au/about-us/corporate-governance B. SHAREHOLDING 1. Substantial Shareholders The names of the substantial shareholders listed on the company’s register: Name OAKAJEE CORPORATION LTD DOG MEAT PTY LTD MR THOMAS MARIO CENIVIVA ASIAN STAR INVESTMENTS LTD SUCCESS CONCEPT INVESTMENT LTD MR GARRY WILLIAM THOMAS + MRS NANCY-LEE THOMAS PARABOLICA CAPITAL PTY LTD Total Units % 11,000,000 15.11 5,500,000 5,000,000 4,750,000 4,500,000 4,260,000 7.55 6.87 6.52 6.18 5.85 3,969,748 5.45 38,979,748 53.53% 2. Number of holders in each class of equity securities and the voting rights attached There are 355 holders of ordinary shares. Each shareholder is entitled to one vote per share held. On a show of hands every shareholder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. There are no other equity securities on issue. 3. Distribution schedule of the number of ordinary holders Size of Holding No. of Holders Shares Held 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total 15 17 108 155 60 355 2,911 63,659 1,046,673 6,071,312 65,634,234 72,818,789 4. Marketable Parcel There are 32 shareholders with less than a marketable parcel. Page 55 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report ASX ADDITIONAL INFORMATION AT 16 SEPTEMBER 2021 5. Twenty largest holders of each class of quoted equity security The names of the twenty largest holders of each class of quoted equity security, the number of equity security each holds and the percentage of capital each holds is as follows: Units % 11,000,000 15.11 Rank Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 OAKAJEE CORPORATION LTD DOG MEAT PTY LTD MR THOMAS MARIO CENIVIVA ASIAN STAR INVESTMENTS LTD SUCCESS CONCEPT INVESTMENT LTD MR GARRY WILLIAM THOMAS + MRS NANCY-LEE THOMAS PARABOLICA CAPITAL PTY LTD FALFARO INVESTMENTS LIMITED MALCORA PTY LTD MR BJORN HERLUF JONSHAGEN + MS BEVERLEY VICKERS MRS MARISA MACKOW 5,500,000 5,000,000 4,750,000 4,500,000 4,260,000 3,969,748 3,132,005 2,972,174 1,510,000 1,126,738 STEPHEN FREDERICK SCHMEDJE + MRS CORNELIA PETRA SCHMEDJE 1,020,000 MR JEFFREY MAXWELL JONES + MRS NARI FAY JONES C & C GIOVENCO PTY LTD CORPORATE & RESOURCE CONSULTANTS PTY LTD MR KIM MELDRUM MR JEFFREY MAXWELL JONES FINNIAN GROUP PTY LTD SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED 1,000,000 936,000 919,000 905,000 835,194 823,980 702,730 7.55 6.87 6.52 6.18 5.85 5.45 4.3 4.08 2.07 1.55 1.4 1.37 1.29 1.26 1.24 1.15 1.13 0.97 20 MR DOUGLAS JOHN ROSE Total 580,000 0.80 55,442,569 76.14 Page 56 Santa Fe Minerals Limited 30 June 2021 Annual Financial Report ASX ADDITIONAL INFORMATION AT 16 SEPTEMBER 2021 C. OTHER DETAILS 1. Company Secretary Henko Vos 2. Address and telephone details of the Company’s registered and administrative office Suite 1/9 Hampden Road Nedlands WA 6009 Tel: +61 8 9386 8382 3. Address and telephone details of the office at which a register of securities is kept Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009 Tel: +61 8 9386 8382 Fax: +61 8 6183 4892 4. Stock exchange on which the Company’s securities are quoted The Company’s listed equity securities are quoted on the Australian Stock Exchange (ASX: SFM). 5. Review of Operations A review of operations is contained in the Directors’ Report. 6. Consistency with business objectives The Company has used its cash and assets in a form readily convertible to cash that it had at the time of listing in a way consistent with its stated business activities. 7. Interests in mining tenements as at the date of this report: Tenement Holder1 Interest Location Status E58/485 Challa Resources Pty Ltd E58/500 Challa Resources Pty Ltd E58/501 Challa Resources Pty Ltd E58/502 Challa Resources Pty Ltd E58/503 Challa Resources Pty Ltd E58/511 Challa Resources Pty Ltd E59/2257 Challa Minerals Pty Ltd 100% 100% 100% 100% 100% 100% 100% Western Australia Granted Western Australia Granted Western Australia Granted Western Australia Granted Western Australia Granted Western Australia Granted Western Australia Granted 1Challa Resources Pty Ltd and Challa Minerals Pty Ltd are wholly owned subsidiaries of Santa Fe Minerals Limited. Page 57