SI6 Metals Limited
Annual Report 2020

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ACN 122 995 073 ANNUAL REPORT 30 JUNE 2020 CONTENTS ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2020 CORPORATE DIRECTORY DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DIRECTORS’ DECLARATION INDEPENDENT AUDITOR’S REPORT CORPORATE GOVERNANCE STATEMENT ASX ADDITIONAL INFORMATION 2 3 14 15 16 17 18 19 40 41 44 44 1 CORPORATE DIRECTORY CORPORATE DIRECTORY Directors: Mr Patrick Holywell Mr Steven Russell Groves Mr Joshua Alan Letcher Company Secretary: Mr Mauro Piccini Registered Office: Suite 2, Level 1 1 Altona Street West Perth WA 6005 Share Registry: Automic Group Level 2/267 St Georges Terrace Perth WA 6000 Telephone 1300 288 664 Banker: Westpac Banking Corporation Level 13, 109 St Georges Terrace Perth WA 6000 Auditor: BDO Audit (WA) Pty Ltd 38 Station Street Subiaco WA 6008 Securities Exchange: Listed on the Australian Securities Exchange ASX Code: SI6 2 DIRECTORS’ REPORT The Directors present their report on the consolidated entity consisting of Six Sigma Metals Limited and its controlled entity (“the Group”) for the year ended 30 June 2020. Directors held office for this entire period unless otherwise stated. DIRECTORS The following persons were Directors of the Company during the whole of the financial year and up to the date of this Report unless otherwise stated: Mr Patrick Holywell (appointed 25 November 2019) Mr Steven Russell Groves (appointed 22 February 2017) Mr Joshua Alan Letcher (appointed 21 August 2017) Mr Eddie King (resigned 15 April 2020) COMPANY SECRETARY Mr Mauro Piccini Mr Piccini is a Chartered Accountant (CA) and a member of the Governance Institute of Australia (GIA). He specialises in corporate advisory, company secretarial and financial management services. Mauro spent 7 years at the ASX and possesses core competencies in publicly listed and unlisted company secretarial, administration and governance disciplines. PRINCIPAL ACTIVITIES The Group’s principal activities during the year are unchanged from prior years being exploration in the Limpopo belt on the eastern side of Botswana. Exploration has focused on base metals and precious metals targets and in particular nickel, copper and PGEs. The Group has also assessed a number of potential acquisition opportunities. Additionally, the Group continues to monitor the BCL Limited liquidation process concerning the Group’s affected Botswanan assets. OPERATING RESULTS The consolidated loss for the year attributable to the members of the Company was: Operating loss after income tax Net consolidated loss attributable to members of the Company DIVIDENDS 2020 $ 2019 $ (686,375) (686,375) (1,196,239) (1,196,239) As the Group’s principal activities are minerals exploration it has not as yet paid any dividends and does not see any short– term return to shareholders via dividend payments. 3 DIRECTORS’ REPORT REVIEW OF OPERATIONS Botswanan Project The Group is the holder of tenement licences covering approximately 1,500km2 of terrain prospective for both base metals and precious metals as well as lithium and tantalum. Acquisition opportunities The Group has continued to identify and assess potential value accretive acquisitions in the resources sector, particularly in the gold and base metals sectors. BCL Limited liquidation In April 2014, the Group entered into a farm-in and joint venture agreement with BCL Limited and its subsidiary BCL Investments (Pty) Ltd (jointly referred to as “BCL”). Under the terms of the agreement, BCL was required to spend A$4 million on exploration expenditure to earn a 40% equity interest in three tenements (~185km2). BCL had the option to continue funding the project to a Bankable Feasibility Study in order to earn an additional 30%. By July 2016, BCL had earned the initial 40% equity, subject to the completion of formalities. In October 2016, BCL was placed into liquidation and all work on the JV assets ceased. The Ministry of Minerals Resources, Green Technology and Energy Security has subsequently suspended (put on hold) the renewal date of the three Prospecting Licences but this decision does not affect the Group’s right to continue exploring these licences. The liquidation process is ongoing to date and the Group is closely monitoring progress. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Six Sigma Metals Limited has entered into a binding and exclusive heads of agreement (Heads of Agreement) with DiscovEx Resources Limited (ASX: DCX) whereby DCX has granted Si6 with an option (Option) to acquire a 100% interest in the Monument Gold Project (MGP or the Project) in Western Australia via acquisition of Monument Exploration Pty Ltd. CORPORATE ACTIVITY Financial Position The financial results of the Company for the year ended 30 June 2020 are: Cash and cash equivalents Net Assets Other income Net loss after tax 2020 2019 $ 799,695 729,714 23,912 (686,375) $ 1,230,860 1,090,131 18,547 (1,196,239) Dividends No dividends have been paid or declared by the Company since the end of the previous financial year. No dividend is recommended in respect of the current financial year. Significant Changes in the State of Affairs Significant changes in the state of affairs of the Group during the financial year were as follows: 4 DIRECTORS’ REPORT Board Changes On 25 November 2019, Mr Patrick Holywell was appointed to the board of the Company and on the 16 December 2019 was appointed to Chairman. On 15 April 2020 Mr Eddie King resigned from the board. Share Placements The Company completed a capital raising initiative via a combination of share placement and a Share Purchase Plan. The Company successfully raised $0.5 million via a share placement at $0.004 which was approved at the Company’s General meeting on 15 August 2019 and issued 16 August 2019. The capital raise was completed with a further $0.25 million via the share purchase plan on 16 August 2019. After Balance Date Events On 14 July 2020 the Company raised $960,000 before costs through the issue of 160,000,000 fully paid ordinary shares at $0.006 per share. On 18 August 2020, the Company raised $1,440,000 before costs through the issue of 240,000,000 fully paid ordinary shares at $0.006 per share. On 25 August 2020, SI6 entered into a binding and exclusive heads of agreement with DiscoverEx Resources Limited (ASX:DCX), whereby DCX has granted SI6 with an option to acquire a 100% interest in the Monument Gold Project in Western Australia via an acquisition of Monument Exploration Pty Ltd. The full impact of the COVID-19 outbreak continues to evolve at the date of this report. The Company is therefore uncertain as to the full impact that the pandemic will have on its financial condition, liquidity, and future results of operations during 2020. Management is actively monitoring the global situation and its impact on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for the 2021 financial year. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2021. Other than the matters discussed above, there has not arisen in the interval between the end of the financial year and the date of this report, any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company to affect the operations of the Group, the results of these operations or the state of affairs of the Group in subsequent years. Future Developments Six Sigma Metals Limited has entered into a binding and exclusive heads of agreement (Heads of Agreement) with DiscovEx Resources Limited (ASX: DCX) whereby DCX has granted Si6 with an option (Option) to acquire a 100% interest in the Monument Gold Project (MGP or the Project) in Western Australia via acquisition of Monument Exploration Pty Ltd. 5 DIRECTORS’ REPORT INFORMATION ON DIRECTORS Patrick Holywell – Non- Executive Chairman Mr Holywell has over fifteen years of experience in accounting, finance and corporate governance, including employment at Deloitte and Patersons. He is a Chartered Accountant and a Fellow of the Governance Institute of Australia with the last ten years focused on Director/CFO/Company Secretarial roles. Mr Holywell worked at Deloitte, in the assurance and advisory division and was a founding member and investment analyst for Patersons Asset Management. He has held roles with various companies particularly in the resources and technology space and is currently also involved with De Grey Mining Ltd, Six Sigma Metals Ltd and Pentanet Pty Ltd. Mr Holywell has completed a Bachelor of Commerce at UWA, a Graduate Diploma of Chartered Accounting with the Institute of Chartered Accountants and the Company Directors Course with the Australian Institute of Company Directors. During the past three years, Mr Holywell held the following directorship in other ASX listed companies: • Transcendence Technologies Ltd (current) Steven Groves – Non- Executive Director Mr Groves has a Bachelor of Applied Geology (Honours) and completed a Master’s of Economic Geology from CODES-SRC at the University of Tasmania. Mr Groves brings 25 years of geological experience in the mining industry including exploration and management roles with BHP Billiton (ASX: BHP), Newmont Mining, Newcrest Mining (ASX: NCM), A-Cap Resources (ASX: ACB) and Botswana Metals. During the past three years, Mr Groves held the following directorship in another ASX listed companies: • Managing Director of Sultan Resources Ltd (current) Mr Joshua Alan Letcher – Non- Executive director Mr Letcher has experience working in various operational and technical roles within the African and Australian mining industry. He was the founder of Allotropes Diamonds Pty Ltd and was responsible for its acquisition by Newfield Resources Ltd (ASX: NWF) which provided the company with A$4M in working capital. As CEO of Allotropes, Mr Letcher was responsible for the development of the project from exploration to trial mining. The roles in that capacity included project management, plant construction and commissioning, exploration management and asset acquisition. Mr Letcher served in the Royal Australian Navy and trained as a Mechanical Engineer. During the past three years, Mr Letcher held the following directorships in other ASX listed companies: • Non-executive Director of Aldoro Resources Limited (current); 6 DIRECTORS’ REPORT Eddie King– Non-Executive director (Resigned 15 April 2020) Mr King is a qualified Mining Engineer. He holds a Bachelor of Commerce and Bachelor of Engineering from the University of Western Australia. His past experience includes being a manager for an investment banking firm, where he specialised in the analysis of technical and financial requirements of bulk commodity and other resources projects. During the past three years, Mr King held the following directorships in other ASX listed companies: Pure Minerals Limited (current); Easter Iron Limited (current); • • • Ragnar Metals Limited (formerly, Drake Resources Limited) (current); • European Cobalt Limited (resigned April 2020); • Sultan Resources Limited (resigned March 2019); • Axxis Technology Limited (resigned March 2019); • Bowen Coking Coal Limited (resigned December 2018); and • Lindian Resources Limited (resigned January 2018). Interests in Shares and Options of the Group and Related Bodies Corporate The following table sets out each current Director’s relevant interest in shares, options and performance rights of the Group or a related body corporate as at the date of this report. Director Patrick Holywell Steven Groves Joshua Letcher Total Directors' Meetings Ordinary Shares Unlisted Share Options 5,555,870 438,492 - 3,938,492 - 6,666,667 6,666,667 13,333,334 The number of meetings of the Group’s Board of Directors held during the year ended 30 June 2020, and the numbers of meetings attended by each director were: Name Patrick Holywell Steven Groves Joshua Letcher Eddie King Board of Directors Number eligible to attend Number attended 2 4 4 4 2 4 4 4 In addition to the scheduled Board meetings, Directors regularly communicate by telephone, email or other electronic means, and where necessary, circular resolutions are executed to effect decisions. Due to the size and scale of the Group, there is no Remuneration and Nomination Committee or Audit Committee at present. Matters typically dealt with by these Committees are, for the time being, managed by the Board. For details of the function of the Board, refer to the Corporate Governance Statement. 7 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) Remuneration Policy KMP have authority and responsibility for planning, directing and controlling the activities of the Group. KMP of the Group comprise of the Board of Directors. The Group’s broad remuneration policy is to ensure the remuneration package properly reflects the person’s duties and responsibilities and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. No remuneration consultants were employed during the financial year. Voting and comments made at the Company's Annual General Meeting At the 2019 Annual General Meeting, the resolution to adopt the Remuneration Report for the year ended 30 June 2019 was passed without amendment by 96.91% of the vote on the resolution to adopt the Remuneration Report. The Company did not receive any specific feedback at the Annual General Meeting regarding its remuneration practices. Remuneration Governance, Structure and Approvals Remuneration of Directors is currently set by the Board of Directors. The Board has not established a separate Remuneration Committee at this point in the Group’s development, nor has the Board engaged the services of an external remuneration consultant. It is considered that the size of the Board along with the level of activity of the Group renders this impractical. The Board is primarily responsible for: The over-arching executive remuneration framework; • • Operation of the incentive plans which apply to executive directors and senior executives, including key performance indicators and performance hurdles; • Remuneration levels of executives; and • Non-Executive Director fees. Their objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the long-term interests of the Company. Non-Executive Remuneration Structure The remuneration of Non-Executive Directors consists of Directors’ fees, payable in arrears. The total aggregate fixed sum per annum to be paid to Non-Executive Directors in accordance with the Company’s Constitution shall be no more than A$250,000 and may be varied by ordinary resolution of the Shareholders in a General Meeting. Remuneration of Non-Executive Directors is based on fees approved by the Board of Directors and is set at levels to reflect market conditions and encourage the continued services of the Directors. The chair’s fees are determined independently to the fees of the Non-Executive Director’s based on comparative roles in the external market. In accordance with the Company’s Constitution, the Directors may at any time, subject to the Listing Rules, adopt any scheme or plan which they consider to be in the interests of the Company and which is designed to provide superannuation benefits for both present and future Non- Executive Directors, and they may from time to time vary this scheme or plan. The remuneration of Non-Executive Directors is detailed in KMP Remuneration table and their contractual arrangements are disclosed below. Remuneration may also include an invitation to participate in share-based incentive programmes in accordance with Company policy. The nature and amount of remuneration is collectively considered by the Board of Directors with reference to relevant employment conditions and fees commensurate to a company of similar size and level of activity, with the overall objective of ensuring maximum stakeholder benefit from the retention of high performing Directors. 8 REMUNERATION REPORT (CONTINUED) Remuneration and Performance The following table shows the gross revenue, losses, earnings per share (“EPS”) of the Company as at 30 June 2020. DIRECTORS’ REPORT Other income ($) Net profit/(loss) after tax ($) EPS ($) 30-Jun-20 30-Jun-19 23,912 (686,375) (0.11) 18,547 (1,196,239) (0.26) Relationship between Remuneration and Company Performance Given the current phase of the Company’s development, the Board does not consider earnings during the current and previous financial year when determining, and in relation to, the nature and amount of remuneration of KMP. Executive Remuneration The pay and reward framework for key management personnel may consist of the following areas: a) Fixed Remuneration – base salary b) Variable Short-Term Incentives c) Variable Long-Term Incentives The combination of these would comprise the key management personnel’s total remuneration. a) Fixed Remuneration – Base Salary The fixed remuneration for each senior executive is influenced by the nature and responsibilities of each role and knowledge, skills and experience required for each position. Fixed remuneration provides a base level of remuneration which is market competitive and comprises a base salary inclusive of statutory superannuation. It is structured as a total employment cost package. Key management personnel are offered a competitive base salary that comprises the fixed component of pay and rewards. External remuneration consultants may provide analysis and advice to ensure base pay is set to reflect the market for a comparable role. No external advice was taken this year. Base salary for key management personnel is reviewed annually to ensure the executives’ pay is competitive with the market. The pay of key management personnel is also reviewed on promotion. There is no guaranteed pay increase included in any key management personnel’s contract. Variable Remuneration – Short -Term Incentives (STI) Discretionary cash bonuses may be paid to senior executives annually, subject to the requisite Board and shareholder approvals where applicable. No bonus payments were made during the financial year. Variable Remuneration – Long-Term Incentives (LTI) Options are issued at the Board’s discretion. Other than options disclosed in the Remuneration Report there have been no options issued to employees at the date of this financial report. b) c) 9 DIRECTORS’ REPORT REMUNERATION REPORT (CONTINUED) KMP Remuneration for the year ended 30 June 2020 Details of the nature and amount of each major element of the remuneration of each KMP of Six Sigma Metals Limited for the year ended 30 June 2020 are: Name Mr P Holywell Mr S R Groves Mr J Letcher Mr E King Total Short-term Benefits Cash Salary & Fees $ 43,617 58,000 46,400 45,968 193,985 Post- employment Benefits Share-Based Payments Short-term Benefits Other Superannuation $ - - - - - - - - - - $ - - - - - Total $ 43,617 58,000 46,400 45,968 193,985 Details of the nature and amount of each major element of the remuneration of each KMP of Six Sigma Metals Limited for the year ended 30 June 2019 are: Short-term Benefits Cash Salary & Fees $ 70,000 60,000 48,000 5,000 183,000 Post- employment Benefits Share-Based Payments Short-term Benefits Other Superannuation $ - - - - - - - - - - $ - - - - - Name Mr S R Groves Mr E King Mr J Letcher Mr E Bulseco Total Total $ 70,000 60,000 48,000 5,000 183,000 The following table shows the relative proportions of remuneration that are linked to performance and those that are fixed, based on the amounts disclosed as statutory remuneration expense in the tables above. Relative proportion of fixed vs variable remuneration expense Name Key Management Personal Mr P Holywell Mr S R Groves Mr E King Mr J Letcher Fixed Remuneration 2019 2020 At Risk – STI (%) At Risk – LTI (%) 2020 2019 2020 2019 100% - 100% 100% 100% 100% 100% 100% - - - - - - - - - - - - - - - - 10 DIRECTORS’ REPORT REMUNERATION REPORT (CONTINUED) Number of Options Held directly or indirectly by Key Management Personnel 2020 Balance 1.7.2019 Granted as Compensation Exercised Expired Net Change Other* Balance 30.6.2020 Vested and exercisable Mr P Holywell - Mr S R Groves Mr E King* Mr J Letcher Total 6,666,667 - 6,666,667 13,333,334 *Eddie King resigned 15 April 2020 - - - - - - - - - - - - - - - - - - - - - - 6,666,667 - 6,666,667 13,333,334 6,666,667 - 6,666,667 13,333,334 Number of Shares held directly or indirectly by Key Management Personnel 2020 Balance 1.7.2019 Received as Compensation Net Change Other* Balance 30.6.2020 Mr P Holywell Mr S R Groves Mr E King* Mr J Letcher Total 3,500,000 - 438,492 - - - - - 3,938,492 - *Eddie King resigned 15 April 2020 and Patrick Holywell held 500,000 prior to his directorship and 3,000,000 was purchased on market during the year. - 438,492 750,000 - 1,188,492 3,500,000 - (750,000) - 2,750,000 Issued on Exercise of Options / Performance Rights - - - - - Service Agreements There are no service agreement contracts between the Company and the directors. Share-based compensation The Company rewards Directors for their performance and aligns their remuneration with the creation of shareholder wealth by issuing share options. Share-based compensation is at the discretion of the Board and no individual has a contractual right to receive any guaranteed benefits. Equity Instruments Issued on Exercise of Remuneration Options No remuneration options were exercised during the financial year. Other transactions with Directors and related parties At 30 June 2020, Director fees for $5,256 were payable to PWT Corporate Pty Ltd, a Company in which Patrick Holywell is a director. $3,200 is payable to Renewable Holdings Pty Ltd a Company in which Joshua Letches is a director (2019 nil). During the year $16,700 was paid to King Corporate Pty Ltd for rental fees (2019 $18,000). Loans with KMP There were no loans made to any KMP during the year ended 30 June 2020 (2019 nil). This is the end of the audited remuneration report 11 DIRECTORS’ REPORT ADDITIONAL INFORMATION Other income EBITDA EBIT Loss after income tax Share Price Basic EPS ($) 2020 $ 23,912 (686,375) (686,375) (686,375) 0.005 (0.11) 2019 $ 18,547 (1,158,895) (1,196,239) (1,196,239) 0.005 (0.26) 2018 $ 5,896 (1,865,883) (1,871,186) (1,871,186) 0.013 (0.61) 2017 $ 47,468 (2,296,741) (2,302,811) (2,302,811) 0.012 (0.02) 2016 $ 37,561 (1,779,045) (1,792,533) (1,792,533 0.048 (0.02) The Company has not yet set measurable objectives for achieving gender diversity. The Company is currently not of a size that justifies the establishment of measurable diversity objectives. As the Company develops, the Board will seek to develop a reporting framework in the future to report the Company’s progress against the objectives and strategies for achieving a diverse workplace which can be used as a guide to be used by the Company to identify new Directors, senior executives and employees. The Company intends to appoint additional female Directors and employees should a vacancy arise, and appropriately qualified and experienced individuals are available. Full details of the Company’s Diversity Policy can be found on the Corporate Governance page of the Company’s website. SHARES UNDER OPTION At the date of this report, the unissued ordinary shares of the Company under option are as follows: • • • • 18,000,000 unlisted options expiring 23 March 2021, exercisable at $0.022 each; 132,436,366 options expiring July 2021, exercisable at $0.015 each; 12,500,000 unlisted options expiring 16 April 2021, exercisable at $0.022 each; and 56,687,500 unlisted options expiring 1 July 2022, exercisable at $0.008 each. SHARES ISSUED ON EXERCISE OF OPTIONS There were no ordinary shares of the Company issued on the exercise of options during the year ended 30 June 2020 and up to the date of this report. INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS The Company has indemnified the Directors and Executives of the Company for costs incurred, in their capacity as a Director or Executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the Directors and Executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. 12 ENVIRONMENTAL REGULATIONS The company is not currently subject to any specific environmental regulation. There have not been any known significant breaches of any environmental regulations during the year under review and up until the date of this report. DIRECTORS’ REPORT AUDITOR BDO Audit (WA) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001. OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF BDO AUDIT (WA) PTY LTD There are no officers of the company who are former partners of BDO Audit (WA) Pty Ltd. AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration for the year ended 30 June 2020 has been received and included within these financial statements. NON-AUDIT SERVICES The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Company are important. Details of the amounts paid or payable to the auditor for non-audit services provided during the year by the auditor amounted to $5,150. The Board of Directors has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditors, as set out below, did not compromise the auditor independent requirements of the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed by the Board of Directors to ensure they do not impact the impartiality and objectivity of the auditor; and • None of the services undermine the general principles relating to the auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. This report is signed in accordance with a resolution of Board of Directors. Mr Patrick Holywell Director 18 September 2020 13 Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF SIX SIGMA METALS LIMITED As lead auditor of Six Sigma Metals Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Six Sigma Metals Limited and the entities it controlled during the period. Jarrad Prue Director BDO Audit (WA) Pty Ltd Perth, 18 September 2020 BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 June 2020 Consolidated Group Notes 2020 2019 Revenue and other income Expenses Employment and consultancy Administration and corporate expenses Other expenses Directors remuneration and fees Professional fees Marketing Depreciation Exploration Expenses Loss before Income Tax Expense Income Tax Expense Loss for the year attributable to owners of Six Sigma Metals Limited Other Comprehensive Income for the year that may be subsequently reclassified to the profit or loss Exchange differences on translating foreign controlled operation Total Comprehensive Loss attributable to owners of Six Sigma Metals Limited 4 5a 5b 6 $ 23,912 - (147,901) (59,394) (193,985) (207,064) (12,580) - (89,363) (686,375) - (686,375) $ 18,547 (69,403) (197,201) (120,345) (172,983) (288,002) (49,800) (37,344) (279,707) (1,196,239) - (1,196,239) 15,904 15,527 (670,471) (1,180,712) Basic Loss per Share (cents per share) & Diluted Loss per Share (cents per share) 14 (0.11) (0.26) The accompanying notes form part of these financial statements. 15 CONSOLIDATED STATEMENT OF FINANCIAL POSITION At 30 June 2020 Consolidated Group Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets TOTAL ASSETS Current Liabilities Trade and other payables Provisions Total Current Liabilities TOTAL LIABILITIES Net Assets Equity Issued capital Reserves Accumulated losses TOTAL EQUITY Notes 7 8 9 10 11 2020 $ 799,695 30,971 830,666 830,666 84,897 16,055 100,952 100,952 729,714 21,661,131 223,303 (21,154,720) 729,714 2019 $ 1,230,860 30,885 1,261,745 1,261,745 147,013 24,601 171,614 171,614 1,090,131 21,402,070 156,406 (20,468,345) 1,090,131 The accompanying notes form part of these financial statements. 16 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For year ended 30 June 2020 Issued Share Capital Share Based Payments Reserve Foreign Currency Translation Reserve Accumulated Losses Total Equity $ $ $ $ $ 21,402,070 414,097 (257,691) (20,468,345) 1,090,131 -) (686,375) (686,375) 15,904 15,904 -) 15,904 (686,375) (670,471) -) -) - 332,500 (73,439) -) -) - - 50,993 21,661,131 465,090 (241,787) (21,154,720) - - - - 332,500 (22,446) 729,714 21,035,871 414,097 (273,218) (19,272,106) 1,904,644 -) -) - 417,500 (51,301) - -) -) - - - - -) (1,196,239) (1,196,239) 15,527 15,527 -) 15,527 (1,196,239) (1,180,712) - - - - - - 417,500 (51,301) - 21,402,070 414,097 (257,691) (20,468,345) 1,090,131 Balance at 1 July 2019 Loss after income tax for the year Other Comprehensive income Total comprehensive income/(loss) Transactions with owners in their capacity as owners Shares issued during the year Share issue costs Balance at 30 June 2020 Balance at 1 July 2018 Loss after income tax for the year Other Comprehensive income Total comprehensive income/(loss) Transactions with owners in their capacity as owners Shares issued during the year Share issue costs Options issued during the year Balance at 30 June 2019 The accompanying notes form part of these financial statements. 17 CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2020 Cash Flows from Operating Activities Payments to suppliers and employees Interest received Government cashflow boost Exploration expenditure Net Cash Used in Operating Activities Cash Flows from Financing Activities Issue of share capital Payments of share capital issue costs Net Cash Received From Financing Activities Net Increase/(Decrease) in Cash and cash equivalents held Cash and cash equivalents at the Beginning of the Financial Year Foreign currency effect on cash held Cash and cash equivalents at the End of the Financial Year The accompanying notes form part of these financial statements. Consolidated Group Notes 2020 $ 2019 $ (680,502) 2,743 10,000 (89,363) (757,122) (668,843) 18,547 - (272,739) (923,035) 332,500 (22,447) 310,053 (447,069) 1,230,860 15,904 799,695 417,500 (51,301) 366,199 (556,836) 1,772,169 15,527 1,230,860 7b 7 18 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Reporting Entity Six Sigma Metals Limited (referred to as “Company” or “parent entity”) is a company domiciled in Australia. The address of the Company’s registered office and principal place of business is disclosed in the Corporate Directory of the Annual Report. The consolidated financial statements of the Company as at and for the year ended 30 June 2020 comprise the Company and its subsidiaries (together referred to as the “Consolidated Entity” or the “Group”). (b) Basis of Preparation Statement of compliance These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB'). Basis of measurement The consolidated financial statements have been prepared on a going concern basis in accordance with the historical cost convention, unless otherwise stated. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in Note 19. Basis of preparation and changes to the Group’s accounting policies The consolidated entity has adopted all of the new or amended Accounting Standards and interpretations issued by the Australian Accounting Standards Board (‘AASB”) that are mandatory for the current reporting period. Details of the impact of AASB 16 Leases and IFRIC Uncertainty over Income Tax Treatments have had are detailed below. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted by the consolidated entity. AASB 16 – Leases The Consolidated entity has adopted AASB 16 from 1 July 2019 using the retrospective modified approach and as such the comparatives have not been restated. The impact of adoption is not material to the financial statements. IFRIC 23 Uncertainty over Income Tax Treatments IFRIC 23 provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Consolidated entity has adopted IFRIC 23 from 1 July 2019. The impact of adoption is not material to the financial statements. Significant Judgements and Estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 2. 19 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (c) Principles of Consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Six Sigma Metals Limited (‘Company’ or ‘parent entity’) as at 30 June 2020 and the results of all subsidiaries for the year then ended. Six Sigma Metals Limited and its subsidiaries together are referred to in this financial report as the consolidated entity. Subsidiaries are all entities (including special purpose entities) over which the consolidated entity has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the consolidated entity controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between consolidated entity companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity. The acquisition method of accounting is used to account for business combinations by the consolidated entity. (d) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board. (e) Foreign Currency Translation Functional and presentation currency Items included in the financial statements of each of the consolidated entity’s entities are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The consolidated financial statements are presented in Australian dollars, which is Six Sigma Metals Limited’s functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. 20 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (e) Foreign Currency Translation (continued) Consolidated entity companies The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • Assets and liabilities for each statement of financial position account presented are translated at the closing rate at • the date of that statement of financial position; Income and expenses for each statement of profit or loss and other comprehensive income account are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and • All resulting exchange differences are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. (f) Revenue Recognition and other Income The consolidated entity recognises revenue and other income as follows: Revenue from contracts with customers Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability. Interest Interest revenue is recognised as interest accrues using the effective interest method. Other income Other income is recognised when it is received or when the right to receive payment is established. 21 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (g) Income Tax The income tax expense or revenue 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 differences and to unused tax losses. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. (i) Exploration and evaluation expenditure The Group expenses exploration and evaluation expenditure as incurred in respect of each identifiable area of interest until a time where an asset is in development. Exploration and Evaluation expenditure Exploration for and evaluation of mineral resources is the search for mineral resources after the entity has obtained legal rights to explore in a specific area as well as the determination of the technical feasibility and commercial viability of extracting mineral resource. Exploration and evaluation expenditure are expensed to the profit or loss as incurred except when existence of a commercially viable mineral reserves has been established and it is anticipated that future economic are more likely than not to be generated as a result of the expenditure. 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (j) Cash and Cash Equivalents Cash on hand and in bank and short-term deposits are stated at nominal value. For the purpose of the statement of cash flows, cash includes cash on hand and in bank, and bank securities readily convertible to cash, net of outstanding bank overdrafts. (k) Trade and Other Receivables Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets. Other receivables are recognised at amortised cost, less any allowance for expected credit losses (ECL). The ECL is based on either the 12-month or lifetime ECL. The 12-month ECL is the portion of lifetime ECLs that results from default events on a financial instrument that are possible within 12 months after the reporting date. When there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECL. (l) Investments and other financial assets Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset, unless an accounting mismatch is being avoided. Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off. Financial assets at fair value through profit or loss Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss. Financial assets at fair value through other comprehensive income Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition. Impairment of financial assets The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. 23 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (k) Investments and other financial assets (continued) Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss. (m) Impairment of Assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Where an impairment loss subsequently reverses, the carrying amount of the asset, other than goodwill, is increased to the revised estimate of its recoverable amount, but only to the extent the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years. A reversal of an impairment loss is recognised immediately in profit or loss. (n) Trade and Other Payables Liabilities are recognised for amounts to be paid in the future for goods and services received whether or not billed to the Group. Trade payables are usually settled within 30 days of recognition. (o) Employee Benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are recognised in non-current liabilities, provided there is an unconditional right to defer settlement of the liability. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to the expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. 24 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (p) Share-based Payments Equity-settled share-based compensation benefits are provided to Key Management Personnel and employees. Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using an appropriate valuation model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. (p) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. If the entity reacquires its own equity instruments, for example as a result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity. 25 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (q) Earnings Per Share Basic earnings per share Basic earnings per share are calculated by dividing: The profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares • • By the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares. Diluted earnings per share Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account: • • The after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and The weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. (r) Goods and Services Tax (“GST”) Revenue, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included as a current asset or liability in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the taxation authority are presented as operating cash flows. Commitments and contingencies are disclosed net of amount of GST recoverable from, or payable to, the tax authorities. (s) Current and Non-Current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. 26 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (t) Dividends Dividends are recognised when declared during the financial year and are no longer at the discretion of the Company. NOTE 2 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS AND ASSUMPTIONS The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Share based payments The consolidated entity measures the cost of equity-settled transactions with service providers 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 an appropriate valuation model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. The assumptions and models used for estimating the fair value of share based payments transactions are disclosure in Note 11. SEGMENT INFORMATION NOTE 3 The consolidated entity operates within two geographical segments within mineral exploration being Australia and Botswana. The segment information provided to the chief operating decision maker is as follows: Year Ended 30 June 2020 Revenue and other income Result (loss) Total assets Total liabilities Year Ended 30 June 2019 Revenue and other income Result (loss) Total assets Total liabilities Botswana $ 11,167 (92,663) 5,589 (25,508) - (177,982) 2,551 (31,741) Total $ 23,912 (686,375) 830,666 (100,952) 18,547 (1,196,239) 1,261,745 (171,614) Australia $ 12,745 (593,712) 825,077 (75,444) 18,547 (1,018,257) 1,259,194 (139,873) 27 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 4 REVENUE AND OTHER INCOME Income from Ordinary Activities Interest revenue VAT income received Government cashflow boost NOTE 5 EXPENDITURE 5(a) Professional Fees Legal Fees Corporate advisory Accounting and audit fees Consulting fees 5(b) Exploration Expenditure Exploration Expenditure Consolidated Group 2020 $ 2019 $ 2,745 11,167 10,000 23,912 18,547 - - 18,547 Consolidated Group 2020 $ 39,445 130,161 37,458 - 207,064 2020 $ 2019 $ 49,495 175,000 56,041 7,466 288,002 2019 $ 89,363 89,363 297,707 297,707 28 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 6 INCOME TAX EXPENSE Consolidated Group 2020 $ 2019 $ The prima facie tax on loss from ordinary activities before income tax is reconciled to income tax as follows: (Loss) before income tax expense Prima facie (tax benefit) on (loss) from ordinary activities before income tax at 30% (2019: 30%) (686,375) (1,196,239) (205,913) (358,872) Add: Tax effect of: - Accrued expenses - Non-deductible expenses -Foreign tax rate differential Less Tax effect of: - Other deductible items - Prepayments Tax losses for the year (428) 8,567 7,413 21,845 99,735 14,239 (49,813) (1,380) (241,554) (50,566) 562 (273,057) Prior year tax losses not previously brought to account (2,871,707) (2,560,517) The Directors estimate that the potential deferred income tax assets at 30 June in respect of tax losses not brought to account is: Tax benefits not recognised during the year Income Tax Expense for the year (3,113,261) (2,833,574) 3,113,261 2,833,574 - - Tax benefits are not brought to account for the year ended 30 June 2020 (2019: nil) as the certainty of recovery cannot yet be reliably determined at this stage of the Group’s development. 29 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 7 CASH AND CASH EQUIVALENTS Cash at bank and in hand Term deposits held NOTE 7A CASH FLOW INFORMATION (a) Reconciliation of cash For the purposes of the statement of cash flows, cash includes cash on hand and at bank and short term deposits at call, net of outstanding bank overdrafts. Cash as at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position. Cash at bank and on hand (b) Reconciliation of cash Operating Loss after income tax Non–cash flows in loss: - Depreciation Working capital: - - - - (Increase)/decrease in trade and other receivables (Increase)/decrease in other assets Increase/(decrease) in trade and other payables Increase/(decrease) in provisions Net cash (outflow) from operating activities NOTE 8 TRADE AND OTHER RECEIVABLES Current Trade and other receivables GST paid 30 Consolidated Group 2019 $ 2020 $ 799,695 - 799,695 829,722 401,138 1,230,860 Consolidated Group 2020 $ 2019 $ 799,695 1,230,860 (686,375) (1,196,239) - 36,812 (85) - (62,116) (8,546) (757,122) 61,834 228,014 (35,198) (18,258) (923,035) Consolidated Group 2019 $ 2020 $ 18,922 12,049 30,971 30,885 - 30,885 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 9 TRADE AND OTHER PAYABLES Current Trade payables Accrued remuneration owing to Directors Accrued professional fees & operating expenses Other payables NOTE 10 ISSUED CAPITAL 645,003,153 (2019: 561,878,153) fully paid ordinary shares (a) Ordinary Shares Consolidated Group 2020 $ 37,387 13,302 19,983 14,225 84,897 2019 $ 35,624 11,543 99,846 - 147,013 Consolidated Group 2020 $ 2019 $ 21,661,131 21,402,070 Date Issue price No. of Shares $ Movement in ordinary shares on issue Balance at the beginning of the period Tranche 1 placement Costs associated with capital raising Balance at the end of period Balance at the beginning of the period Share placement plan Share placement plan Capital raising costs 1 July 2018 17 June 2019 17 June 2019 30 June 2019 1 July 2019 16 August 2019 21 August 2019 - - $0.004 - - - $0.004 $0.004 - 457,503,153 104,375,000 - 561,878,153 21,035,871 417,500 (51,301) 21,402,070 561,878,153 21,402,070 62,500,000 20,625,000 250,000 82,500 - (73,439) Balance at the end of period 30 June 2020 645,003,153 21,661,131 31 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 11 RESERVES Share-based payments reserve (a)(i) Foreign currency translation reserve Movement reconciliation Share-based payments reserve (a) (i) Balance at the beginning of the year Equity settled share-based payment Balance at the end of the year Movement reconciliation Foreign currency translation reserve Balance at the beginning of the year Other comprehensive income Balance at the end of the year 2020 $ 2019 $ 465,090 (248,901) 216,189 414,097 (257,691) 156,406 414,097 50,993 465,090 414,097 - 414,097 (257,691) 15,904 (241,787) (273,218) 15,527 (257,691) Share-based payment reserve The share-based payment reserve is used to record the value of share-based payments provided to outside parties, and share-based remuneration provided to employees and directors. Recognised share-based payment transactions (a) Equity settled share-based payment (i) 2020 $ 2019 $ 50,993 50,993 - - (i) On 15 August 2019, the Company issued 20,000,000 unquoted options to the Lead managers, exercisable at $0.08 on or before 1 July 2022. The Company also issued 93,750,000 free attaching unquoted options on the same terms to shareholders who participated in the placements on a 2 to 1 basis. (b) Options Summary of options granted during the year Issue Date Date of Expiry Exercise Price Opening balance Lead manager Free attaching Free attaching 15/08/2019 15/08/2019 15/08/2019 1/07/2022 1/07/2022 1/07/2022 0.08 0.08 0.08 Granted during the year Exercised during the year Expired during the year Balance at the end of the year 162,936,366 20,000,000 31,250,000 62,500,000 276,686,366 - - - - Balance at the start of the year 162,936,366 - 20,000,000 31,250,000 62,500,000 162,936,366 113,750,000 32 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 11 RESERVES CONTINUED The options issued to the lead managers cannot be estimated reliably, they have been valued using the Black-Scholes model. The model and assumptions are shown in the table below: 30 June 2020 Grant date share price Exercise price Expected volatility Grant date Expiry date Dividend yield Risk free rate Black-Scholes Valuation Total Fair Value of Options Number of Options Issued $0.05 $0.08 100% 15/08/2019 01/07/2022 0% 0.67% $0.0025 $50,993 20,000,000 Foreign Currency Translation reserve The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary as described in Note 1. NOTE 12 REMUNERATION OF AUDITORS Amounts received or due and receivable by BDO Audit (WA) Pty Ltd for: Audit or review of the financial statements Other services - BDO Corporate Tax (WA) Pty Ltd Tax compliance NOTE 13 LOSS PER SHARE (“LPS”) a) Reconciliation of losses to profit or loss Loss used to calculate basic and diluted loss per share Consolidated Group 2019 2020 $ $ 25,358 5,510 30,868 26,329 7,140 33,469 Consolidated Group 2020 $ 2019 $ (670,471) (1,196,239) b) Weighted average number of ordinary shares used in the calculation of basic and diluted loss per share 634,046,869 461,220,619 Basic and diluted loss per share ($0.11) & ($0.26) respectively. 33 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 14 CONTROLLED ENTITY Country of Incorporation Principal Activity Class of Share African Metals (Pty) Ltd Botswana Mineral Exploration Ordinary NOTE 15 COMMITMENTS Planned Exploration Expenditure Payable - not later than 12 months - between 12 months and 5 years - greater than 5 years Equity Holding 2020 % 100 2019 % 100 Consolidated Group 2020 $ 2019 $ 307,606 - - 227,361 1,511,284 - 307,606 1,738,645 The figures above are extracted from the Prospecting licences issued to African Metals (Pty) Ltd by the Department of Mines in Botswana. Expenditures are required to maintain the right of tenure to exploration until the expiry of the licences. These obligations are subject to renegotiation upon expiry of the tenements and are not provided for in the financial statements. The Group anticipates future expenditure on its current rights of tenure to exploration and mining tenements up until the expiry of its current Prospecting licences and on tenement renewals and extensions that have been applied for but not yet granted, which are included in the above table. In the event the Group does not meet the minimum exploration expenditure the licences may be cancelled or not renewed. NOTE 16 CONTINGENT LIABILITIES Magogaphate Tenement Although the Group acquired a 100% interest in the Magogaphate group of tenements in Botswana from A-Cap Resources Limited in 2007, Mineral Holdings Botswana (Pty) Ltd (“MHB”) has retained a right to a 5% net profits share. The Group therefore, has a contingent liability to MHB should it establish a profitable mining operation on those tenements. The 5% net profits share interest is limited to the three tenements subject to joint venture with BCL, namely PL 110/94, PL 111/94 and PL 54/98. A profitable mining operation has not yet been established and accordingly there have been no payments to MHB. 34 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 17 RELATED PARTY INFORMATION Details relating to key management personnel, including remuneration paid, are below. Key Management Personnel Compensation Short-term benefits Total Related Party Transactions Director fees payable to Renewable Resources Pty Ltd(i) Director fees payable to PWT Corporate Pty Ltd(ii) Rental Fees paid to King Corporate Pty Ltd(iii) Total (i) An entity in which Joshua Letcher is a Director. (ii) An entity in which Patrick Holywell is a Director. (iii) An entity in which Eddie King is a Director. All amounts above are exclusive of GST. 2020 $ 210,685 210,685 2019 $ 201,000 201,000 2020 $ 3,200 5,256 16,700 25,156 2019 $ - - 18,000 18,000 Expenses paid by, or for, Directors and related entity were, or will be, reimbursed at cost. The Company has provided at call interest free unsecured loans to its wholly owned subsidiary African Metals (Pty) Ltd to pay operational and exploration costs. Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. The Company has provided at call interest free unsecured loans to its wholly owned subsidiary African Metals (Pty) Ltd to pay operational and exploration costs. NOTE 18 FINANCIAL RISK MANAGEMENT The Group’s financial instruments consist mainly of deposits with banks and accounts receivable and payable. Treasury Risk Management The Board of Directors meets on a regular basis to analyse financial risk exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts. The Board’s overall risk management strategy seeks to assist the Group in meeting its financial targets, whilst minimising potential adverse effects on financial performance. Financial Risk Exposures and Management The main risk the group is exposed to through its financial instruments is liquidity risk. 35 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 18 FINANCIAL RISK MANAGEMENT (CONTINUED) Liquidity Risk Liquidity risk arises from the possibility that the group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The group manages liquidity risk by monitoring forecast cash flows and only investing surplus cash with major financial institutions. Maturity analysis: Consolidated 2020 Financial liabilities Trade and other payables <6 months $ 6-12 months $ 1-5 years $ >5 years $ Total $ (84,897) - -) -) (84,897) Consolidated 2019 <6 months $ 6-12 months $ 1-5 years $ >5 years $ Total $ Financial liabilities Trade and other payables 147,013 - -) -) 147,013 Interest rate risk The Group is exposed to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in the market interest rates on interest bearing financial instruments. The Group’s exposure to this risk relates primarily to the Group’s cash and any cash on deposit. The Group does not use derivatives to mitigate these exposures. The Group manages its exposure to interest rate risk by holding certain amounts of cash in fixed and floating interest rate facilities. At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments was: Cash and cash equivalents 2020 2019 Weighted average interest rate (i) 0.12% Balance $ 799,695 Weighted average interest rate (i) 1.24% Balance $ 1,230,860 (i) This interest rate represents the average interest rate for the period. Sensitivity Within the analysis, consideration is given to potential renewals of existing positions and the mix of fixed and variable interest rates. The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting date. The 1% increase and 1% decrease in rates is based on reasonably expected possible changes over a financial year, using the observed range of historical rates for the preceding five-year period. 36 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 18 FINANCIAL RISK MANAGEMENT (CONTINUED) At 30 June 2020, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-tax losses and equity would have been affected as follows: Judgements of reasonably possible movements: + 1.0% (100 basis points) - 1.0% (100 basis points) Profit higher/(lower) 2019 2020 $ $ 67,047 (67,047) 12,309 (12,309) Credit risk Credit risk arises from the financial assets of the Company, which comprise cash and cash equivalents and trade and other receivables. The Company’s exposure to credit risk arises from potential default of the counterparty, with maximum exposure equal to the carrying amount of the financial assets. The Company’s policy is to trade only with recognised, creditworthy third parties. It is the Company’s policy that all customers who wish to trade on credit terms will be subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to bad debts is not significant. There are no significant concentrations of credit risk within the Company except for cash and cash equivalents. ECS cash accounts are held with both Westpac and Commonwealth bank, their credit rating is AA- and Ba2 respectively by S&P Global and Moody’s. Foreign Currency Risk The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. The Group also has exposure to foreign exchange risk due to the currency cash reserves and other balances denominated in foreign currencies. The Group does not actively manage foreign currency risk and does not make use of derivative financial instruments. The following sensitivity is based on the foreign currency risk exposures in existence at the reporting date. At 30 June 2020, had the Australian Dollar/Botswana Pula exchange rate moved, as illustrated in the table below with all other variables held constant, post-tax profit would have been affected as shown. Judgments of reasonable possible movements AUD/BWP +5% AUD/BWP -5% Other Comprehensive Income Higher/(Lower) Post-tax Loss Higher/(Lower) Equity Higher/(Lower) 2020 $ 4,633 (4,633) 2019 $ 8,899 (8,899) 2020 $ 5,428 (5,428) 2019 $ 9,675 (9,675) 2020 $ 10,062 (10,062) 2019 $ 18,575 (18,575) 37 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 18 FINANCIAL RISK MANAGEMENT (CONTINUED) Management believes the reporting date risk exposures are representative of the risk exposure inherent in the financial instruments. The net fair values of financial assets and liabilities approximate their carrying values due to their short-term nature. Capital Risk Management The Group manages its capital to ensure that Companies in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt to equity balance. The Group’s focus has been to raise sufficient funds through equity to fund exploration and resource development activities. The Group’s overall strategy remains unchanged from 2019. Risk management policies and procedures are established with regular monitoring and reporting. The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising of issued capital, reserves and accumulated losses as disclosed in Notes 10 and 11 respectively. The Group operates in Australia and Botswana. None of the Group’s companies are subject to externally imposed capital requirements. NOTE 19 PARENT ENTITY DISCLOSURES Financial Position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Total liabilities Issued capital Reserves Accumulated losses Total equity Financial Performance Loss for the year Other comprehensive income Total comprehensive loss 2020 $ 2019 $ 825,077 1,230,004 - - 825,077 1,230,004 75,444 75,444 139,873 139,873 21,661,131 21,402,070 465,090 414,098 (21,376,588) (20,726,037) 749,633 1,090,131 (650,551) (14,228,141) - - (650,551) (14,228,141) 38 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 19 PARENT ENTITY DISCLOSURES (CONTINUED) Guarantees, contingent liabilities and contractual commitments The subsidiary company has expenditure commitments to maintain its current rights of tenure to exploration and mining tenements up until the expiry of the leases including its joint venture commitments. These obligations are subject to renegotiation upon expiry of the leases and are not provided for in the financial statements. The parent entity may provide funds to ensure the subsidiary company can fulfil these commitments as well as any other operating commitments. NOTE 20 EVENTS AFTER THE END OF THE REPORTING PERIOD On 14 July 2020 the Company raised $960,000 before costs through the issue of 160,000,000 fully paid ordinary shares at $0.006 per share. On 18 August 2020, the Company raised $1,440,000 before costs through the issue of 240,000,000 fully paid ordinary shares at $0.006 per share. On 25 August 2020, SI6 entered into a binding and exclusive heads of agreement with DiscoverEx Resources Limited (ASX:DCX), whereby DCX has granted SI6 with an option to acquire a 100% interest in the Monument Gold Project in Western Australia via an acquisition of Monument Exploration Pty Ltd. The full impact of the COVID-19 outbreak continues to evolve at the date of this report. The Company is therefore uncertain as to the full impact that the pandemic will have on its financial condition, liquidity, and future results of operations during 2020. Management is actively monitoring the global situation and its impact on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for the 2021 financial year. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2021. Other than the matters discussed above, there has not arisen in the interval between the end of the financial year and the date of this report, any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company to affect the operations of the Group, the results of these operations or the state of affairs of the Group in subsequent years. 39 DIRECTORS’ DECLARATION In the Directors’ opinion: a) The financial statements and accompanying notes are in accordance with the Corporations Act 2001, including: i) complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2020 and of its performance for the year ended on that date. b) c) The financial statements and notes comply with International Financial Reporting Standards as described in Note 1 to the financial statements. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by: Mr Patrick Holywell Director 18 September 2020 40 Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia INDEPENDENT AUDITOR'S REPORT To the members of Six Sigma Metals Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Six Sigma Metals Limited (the Company) and its subsidiary (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its financial performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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. We have determined there are no key audit matters to be communicated in our report. BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2020, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our auditor’s report. 2 Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 8 to 11 of the directors’ report for the year ended 30 June 2020. In our opinion, the Remuneration Report of Six Sigma Metals Limited, for the year ended 30 June 2020, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit (WA) Pty Ltd Jarrad Prue Director Perth, 18 September 2020 3 CORPORATE GOVERNANCE STATEMENT The Company has elected to publish its Corporate Governance Statement on its website in accordance with ASX Listing Rule 4.10.3. ASX ADDITIONAL INFORMATION A copy of the Corporate Governance Statement can be found at: https://www.sixsigmametals.com/about-us/corporate-governance/ ASX ADDITIONAL INFORMATION Additional information required by the Australian Securities Exchange and not shown elsewhere in this Annual Report is as follows. The information is current as of 15 September 2020. DISTRIBUTION OF EQUITY SECURITIES Ordinary share capital • 1,107,879,607 fully paid shares held by 2,127 individual shareholders. All issued ordinary shares carry one vote per share and carry the rights to dividends. The number of shareholders, by size of holding, is: Range 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Listed options Holders 57 42 19 948 1,061 2,127 Units 8,760 120,024 145,685 56,879,504 1,050,725,634 1,107,879,607 Percentage 0% 0.01% 0.01% 5.13% 94.84% 100% • 132,436,366 quoted options expiring 1 July 2021, exercisable at $0.015 held by 113 individual option holders. The number of Option holders, by size of holding, is: Range 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Holders 4 - - 42 67 113 Units 104 Percentage 0% - - 1,520,219 130,916,043 132,436,366 - - 1.15% 98.91% 100% 44 3 4 5 1 2 Position 6 7 8 9 10 TWENTY LARGEST SHAREHOLDERS Holder Name CAP HOLDINGS PTY LTD CITICORP NOMINEES PTY LIMITED SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED KITARA INVESTMENTS PTY LTD MR CRAIG NASH VERMAR PTY LTD KINGSTON NOMINEES PTY LTD MR TYSON SCHOLZ MR JORDAN ANTHONY BALO RIMOYNE PTY LTD STATE ONE NOMINEES PTY LTD MR JAMES GRANT ROSS LIGHTSTORM PTY LTD CAP HOLDINGS PTY LTD SISU INTERNATIONAL PTY LTD NANDIL PTY LTD AUSTRALIAN LEISURE EQUITY PTY LTD MR ARTHUR IOANNOU & MS OLIVIA KEENE COMSEC NOMINEES PTY LIMITED MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED MR LUKE CALEB MUIR Total 14 14 15 16 11 12 17 18 19 20 13 ASX ADDITIONAL INFORMATION Holding % IC 55,269,501 48,182,375 4.99% 4.35% 39,473,156 3.56% 30,000,000 24,713,471 20,902,260 20,000,000 19,995,969 18,809,523 17,887,027 14,413,101 11,000,000 2.71% 2.23% 1.89% 1.81% 1.80% 1.70% 1.61% 1.30% 0.99% 10,731,707 0.97% 10,000,000 10,000,000 8,806,051 8,380,552 7,812,880 7,748,077 0.90% 0.90% 0.79% 0.76% 0.71% 0.70% 7,634,576 7,500,000 399,260,226 0.69% 0.68% 36.04% 45 TWENTY LARGEST OPTION HOLDERS ASX ADDITIONAL INFORMATION Position 1 2 3 4 5 6 7 8 9 10 11 12 12 13 14 15 16 17 18 19 20 Holder Name TANGO88 PTY LTD MS CHUNYAN NIU CAP HOLDINGS PTY LTD SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED MR BILAL AHMAD RIMOYNE PTY LTD LIGHTSTORM PTY LTD NANDIL PTY LTD MR OFI DEEB MR DANIEL AARON HYLTON TUCKETT BUSHWOOD NOMINEES PTY LTD MR MOBEEN IQBAL MR NICK POUTSELAS MS ANGELA MARIA GIUSTI MR MARTIN MUSIC MR JEREMY DAVID RUBEN & MRS VANESSA RUBEN MR EDWIN EDWARD BULSECO & MRS ALLISON BULSECO MR CAMERON HUTTON MRS VANESSA RUBEN MR KYRIAKOS ANDRIANAKIS BAB SUPER FUND PTY LTD Total Holding 29,055,000 16,000,000 12,265,177 % IC 21.94% 12.08% 9.26% 8,124,125 6.13% 7,500,000 5,058,130 4,021,680 3,577,420 3,000,000 2,460,352 2,046,884 2,000,000 2,000,000 1,998,645 1,763,899 1,742,326 5.66% 3.82% 3.04% 2.70% 2.27% 1.86% 1.55% 1.51% 1.51% 1.51% 1.33% 1.32% 1,682,928 1.27% 1,625,000 1,600,000 1,500,000 1,100,000 1.23% 1.21% 1.13% 0.83% 110,121,566 83.15% 46 Unlisted Options    18,000,000 unquoted options with an exercise price of $0.022 and an expiry date of 23/03/21. 12,500,000 unquoted options with an exercise price of $0.022 and an expiry date of 16/04/21. 56,687,500 unquoted options with an exercise price of $0.008 and an expiry date of 1/07/22. ASX ADDITIONAL INFORMATION SUBSTANTIAL SHAREHOLDERS Substantial shareholders in the Company are: PATRICK JOHN VOLPE AND ASSOCIATES Voting Rights Ordinary Shares Number Percentage 99,243,991 9.50% The voting rights attaching to each class of equity security are set out below: Ordinary Shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Options Options carry no voting rights. UNMARKETABLE PARCELS There were 180 holders of less than a marketable parcel of ordinary shares, which as at 15 September 2020 was 1,547,618. RESTRICTED / UNQUOTED SECURITIES There are no restricted or unquoted securities on issue. ON-MARKET BUY-BACK There is currently no on-market buyback program for any of ‘SI6 Metals’ listed securities. SECURITIES EXCHANGE The Company is listed on the Australian Securities Exchange under the code SI6. ACQUISITION OF VOTING SHARES No issues of securities have been approved for the purposes of Item 7 of Section 611 of the Corporations Act 2001. TAX STATUS The Company is treated as a public company for taxation purposes. FRANKING CREDITS The Company has no franking credits. 47 ASX ADDITIONAL INFORMATION SCHEDULE OF INTERESTS IN MINING TENEMENTS Exploration areas held in Botswana The Company holds the following prospecting licences in Botswana: Tenement Magogaphate PL 110/94 Mokoswane PL 111/94 Takane PL 54/98 Shashe South PL 059/2008 Renewal / Expiry Date Percentage Holding Title Holder Comment 31/03/2018 100 African Metals (Pty) Ltd 31/03/2018 100 African Metals (Pty) Ltd 31/03/2018 100 African Metals (Pty) Ltd 30/09/2016 100 African Metals (Pty) Ltd Farm-in agreement with BCL Ltd Farm-in agreement with BCL Ltd. Farm-in agreement with BCL Ltd Renewal application submitted 30/06/16, to be included in JV with BCL Ltd, currently in liquidation with renewals suspended. Pending renewal PL 193/2016 30/09/2019 PL 194/2016 30/09/2019 PL 195/2016 30/09/2019 PL 389/2018 30/09/2021 100 100 100 100 African Metals (Pty) Ltd African Metals (Pty) Ltd Pending renewal African Metals (Pty) Ltd Pending renewal African Metals (Pty) Ltd Active 48

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