Sunshine Gold Limited
Annual Report 2020

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PELICAN RESOURCES LIMITED A.B.N. 12 063 388 821 ANNUAL FINANCIAL REPORT 30 JUNE 2020 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES CORPORATE DIRECTORY BOARD OF DIRECTORS Antonio Torresan (Executive Director) Colin Chenu (Non-Executive Director) Alec Pismiris (Non-Executive Director) COMPANY SECRETARY Alec Pismiris CONTENTS Directors’ Report PAGE 1 Statement of Profit or Loss and Other Comprehensive Income 12 Statement of Financial Position 13 Statement of Changes in Equity 14 15 16 41 42 45 46 48 REGISTERED OFFICE AND PRINCIPAL BUSINESS OFFICE Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report Auditor’s Independence Declaration ASX Additional Information Corporate Governance Statement Level 11, BGC Centre, 28 The Esplanade Perth WA 6000 Postal Address: Level 11, BGC Centre, 28 The Esplanade Perth WA 6000 Telephone: (+61 8) 6424 9299 SHARE REGISTRY Automic Registry Services Level 2 267 St Georges Terrace Perth, Western Australia, 6000 Investor Enquiries: 1300 288 664 AUDITOR HLB Mann Judd Level 4 130 Stirling Street Perth, Western Australia, 6000 Telephone: (+61 8) 9227 7500 (+61 8) 9227 7533 Facsimile: SECURITIES EXCHANGE LISTING ASX Limited (Australian Securities Exchange) ASX Codes: PEL 0 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT The directors present their report together with the financial statements of the Group consisting of Pelican Resources Limited (“Pelican” or “the Company”) and its controlled entities for the financial year ended 30 June 2020 (“Balance Date”), the notes to the financial statements and the auditor’s report thereon. DIRECTORS The names and details of the Company’s directors in office during the financial year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated. Colin Edward Chenu Antonio Alessio Torresan Alec Christopher Pismiris PARTICULARS OF DIRECTORS Colin Edward Chenu, B. Juris, LLB Non-Executive Director Mr Chenu is a graduate of the University of Western Australia, with a Bachelor of Laws, and is admitted to practice in the Supreme Court of Western Australia and the High Court of Australia. He has practised law in Western Australia for more than 30 years, as both a barrister and solicitor, in a wide range of commercial, litigious and non litigious work. Mr Chenu has gained extensive experience in the law of corporations, trade practices, contracts, equity and trusts and tort. Other current directorships: The Market Herald Limited. Former directorships (last 3 years): None Antonio Alessio Torresan Executive Director Mr Torresan is a businessman with significant experience in capital markets. Mr Torresan has been actively involved in arranging capital raisings for ASX listed companies as well as unlisted public companies, providing investor relation services and assisting boards with development of strategic plans. Mr Torresan has also played a significant role in negotiating mergers and acquisitions, especially in the mining exploration sector where he has been pivotable in the recapitalisation and growth of ASX listed companies. Mr Torresan has held numerous executive positions where his responsibilities have included strategy, operational management and business development. Other current directorships: None Former directorships (last 3 years): None 1 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT (CONTINUED) PARTICULARS OF DIRECTORS (CONTINUED) Alec Pismiris, B.Comm, MAICD, FGIA, FCIS Non-Executive Director Mr Pismiris is currently a director and company secretary for several ASX listed companies as well as a number of unlisted public and private companies. Mr Pismiris is a director of Pacton Gold Inc., a company listed on the TSX Venture Exchange, where he is engaged as Interim President and Chief Executive Officer. Mr Pismiris completed a Bachelor of Commerce degree at the University of Western Australia, is a member of the Australian Institute of Company Directors and a Fellow of The Governance Institute of Australia. Mr Pismiris has over 30 years’ experience in the securities, finance and mining industries and has participated numerous times in the processes by which boards have assessed the acquisition and financing of a diverse range of assets and has participated in and become familiar with the range of evaluation criteria used and the due diligence processes commonly adopted in the commercial assessment of corporate opportunities. Other current directorships: Agrimin Limited, Frontier Resources Limited, The Market Herald Limited, Pacton Gold Inc. and Victory Mines Limited. Former directorships (last 3 years): Aguia Resources Limited. COMPANY SECRETARY Alec Pismiris, B.Comm, MAICD, FGIA, FCIS Mr Pismiris has over 30 years’ experience in the securities, finance and mining industries and has held a number of company secretary positions secretary for various ASX listed companies as well as a number of unlisted public and private companies over the years. DIRECTORS’ MEETINGS The following table sets out the number of meetings of the Company’s directors, including directors’ circular resolutions, held during the year ended 30 June 2020 by each director: Antonio Torresan Colin Chenu Alec Pismiris PRINCIPAL ACTIVITIES Number Eligible to Attend 7 7 7 Number Attended 7 7 7 The principal activities of the Group during the course of the financial year were to complete the sale of the Company’s interest in Sibuyan Nickel Properties Development Corporation and the continued search for new opportunities in the resources sector which could demonstrate capacity to add long term shareholder value. 2 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT (CONTINUED) OPERATING AND FINANCIAL REVIEW The Company made a profit/(loss) after tax of $21,556 for the year ended 30 June 2020 (2019: Loss $1,913,882). REPUBLIC OF THE PHILIPPINES SALE OF SIBUYAN NICKEL PROPERTIES DEVELOPMENT CORPORATION In June 2015 Pelican entered into a Memorandum of Understanding (“MOU”) with Dynamo Atlantic Limited, a BVI registered company (“Dynamo”) for the sale of 100% ownership of Sibuyan Nickel Properties Development Corporation (“SNPDC”) which is owned by Pelican in conjunction with its 25% venture partner All-Acacia Resources Inc. (“All Acacia”). SNPDC is the beneficial owner of the Romblon Project located on Sibuyan Island in the Romblon Province in the Philippines. During the first half of the financial year, the Philippines Bureau of Internal Revenue issued the final outstanding Certificate Authorizing Registration (“CAR”) to a shareholder of SNPDC relating to the transfer of their shares. On receipt of the final CAR, the shareholders of SNPDC (“Vendor Parties”) through their appointed agent delivered to Dynamo Atlantic Limited (“Dynamo”) and Dynamo Atlantic Holdings Philippines, Inc. (“DHAP”) all corporate records and other relevant documents (“Settlement Documents”) as specified by the revised Share Sale and Assignment of Debt Agreement (“SSADA”). Following an extensive review, the Vendor Parties’ agent received confirmation from Dynamo and DAHP that they were satisfied with the Settlement Documents. Dynamo and DAHP subsequently took possession of the Settlement Documents, facilitating the transfer of the SNPDC shares. In accordance with the terms of the SSADA, Dynamo and DAHP deposited the final payment of AUD$2,190,000 into the Vendor Parties’ agent trust account. The final payment along with the second payment of AUD$940,000 held in escrow by Pelican were subsequently distributed following a final reconciliation of costs attributable to the Vendor parties. The sale of SNPDC is now complete. WESTERN AUSTRALIA COCKATOO IRON NL Pelican holds 5,000,000 fully paid ordinary shares in Cockatoo Iron NL (“Cockatoo Iron”) as a consequence of the sale of its interests in the Cockatoo Island Project. Pelican and Cockatoo Iron have further executed a Revenue Sharing Agreement (“RSA”), whereby Pelican will be entitled to receive up to a maximum of $500,000 per annum of gross revenue received by Cockatoo Iron and Pearl Gull from certain non-mining activities that may be conducted by third parties within mining lease 04/235-I and miscellaneous licence applications 04/102 and 04/103. Cockatoo Iron have the right of pre- emption in respect of a sale by Pelican of its rights under the RSA. On 19 February 2020, the Company entered into an agreement with Carbine Resources Limited (“Carbine”) to sell its’ shareholding of 5,000,000 shares in Cockatoo Iron NL to Carbine, subject to certain conditions precedent. Consideration for the sale is 6,666,667 fully paid ordinary shares in Carbine. The conditions precedent to the sale remaining outstanding. 3 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT (CONTINUED) OPERATING AND FINANCIAL REVIEW (CONTINUED) CORPORATE Following settlement on the sale of SNPDC, the board of Pelican resolved to implement a reduction in fees paid to directors and consultants by approximately one third with effect from 1 January 2020. The Company’s securities remain suspended from official quotation until it can demonstrate to ASX that the requirements of Listing Rule 12.1 are satisfied. APPLICATIONS/RELINQUISHMENTS Following the sale of the Romblon Project, the Company holds no tenement interests as at 30 June 2020. BUSINESS DEVELOPMENT During the financial year the Company commenced due diligence investigations on a potential investment opportunity in the resources sector. The Company continued to search for new opportunities in the resources sector which could demonstrate capacity to add long term shareholder value and support the re-quotation of the Company’s securities on the ASX. The directors believe that existing cash reserves leave the Company well positioned to fund new opportunities in the resources sector. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Other than what has been disclosed in the review of operations section, there has been no change in the state of affairs during the financial year. DIVIDENDS No dividends were paid or recommended for the year ended 30 June 2020. EVENTS SUBSEQUENT TO REPORTING DATE Pelican and Cockatoo Iron are parties to a RSA, whereby Pelican is entitled to receive the first $500,000 revenue per annum which Cockatoo Iron generates from any third party use of the infrastructure on Mining Lease 04/235-I. The parties have agreed to terminate the RSA for the payment of $225,000 and subject to execution of Deed of Settlement and Termination (Deed). Execution of the Deed is anticipated prior to 31 August 2020 with payment to be received prior to 31 December 2020. No other matters or circumstances have arisen subsequent to the balance date which would significantly affect the operations of the Company, its operating results or its state of affair in the subsequent financial years. 4 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT (CONTINUED) SHARE OPTIONS The Company has the following securities on issue as at the date of the Directors’ Report. Security Description Fully paid shares Number of Securities 408,591,140 Unissued shares As at the date of this report, there were no unissued ordinary shares under options (30 June 2019: 35,000,000). Option holders do not have any right, by virtue of the options, to participate in any share issue of the Company or any related body corporate. Shares issued as a result of the exercise of options During the financial year there were 46,667,600 ordinary shares issued as a result of the exercise of options (2019: Nil). LIKELY DEVELOPMENTS AND EXPECTED RESULTS The Group will continue to focus on its search for further opportunities. Given that the nature of the Group’s activities is exploration focused, no further information can be provided as to likely developments as such developments will depend on exploration success at the Group’s various project interests, and the nature of any new acquisitions going forward. ENVIRONMENTAL REGULATION The Group has assessed whether there are any particular or significant environmental regulations which apply. It has determined that the risk of non-compliance is low, and has not identified any compliance breaches during the year. DIRECTORS’ INTERESTS IN SHARES OF THE COMPANY At the date of this report, the directors’ interests in shares of Pelican Resources Limited were: Number of Ordinary Shares Antonio Torresan Colin Chenu Alec Pismiris 77,429,877 Nil 18,000,000 5 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT (CONTINUED) CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behavior and accountability, the directors of Pelican Resources Limited support and have substantially adhered to the best practice recommendations set by the ASX Corporate Governance Council. The Company’s corporate governance statement is contained in the annual report. INDEMNIFICATION AND INSURANCE OF DIRECTORS The Company has, during or since the financial year, in respect of any person who is or has been an officer of the Company or a related body corporate: - - indemnified or made any relevant agreement for indemnifying against a liability incurred as an officer, including costs and expenses in successfully defending legal proceedings; or paid or agreed to pay a premium in respect of a contract insuring against a liability incurred as an officer for the costs or expenses to defend legal proceedings. Insurance of Officers Since the end of the previous financial year, the Company has paid insurance premiums in respect of directors and officers liability and corporate reimbursement, for directors and officers of the Company. The insurance premiums relate to: - - any loss for which the directors and officers may not be legally indemnified by the Company arising out of any claim, by reason of any wrongful act committed by them in their capacity as a director or officer, first made against them jointly or severally during the period of insurance; and indemnifying the Company against any payment which it has made and was legally permitted to make arising out of any claim, by reason of any wrongful act, committed by any director or officer in their capacity as a director or officer, first made against the director or officer during the period of insurance. The insurance policy outlined above does not allocate the premium paid to each individual officer of the Company and does not allow disclosure of the premium. AUDITOR’S INDEPENDENCE DECLARATION A copy of the Auditor’s Independence Declaration as required under Section 307C of the Corporations Act 2001 is set out on page 45. NON-AUDIT SERVICES HLB Mann Judd has not provided any non-audit services to the entity as shown at Note 14. 6 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT (AUDITED) This report outlines the remuneration arrangements in place for directors and executives of the Group. Remuneration policy The remuneration policy of Pelican Resources Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the Group’s ability to attract and retain the best executives and directors to run and manage the Group. The Board’s policy for determining the nature and amount of remuneration for board members and senior executives of the Group is as follows: The remuneration policy setting out the terms and conditions for the executive directors and other senior executives was developed by the Board. Executive remuneration and other terms of employment are reviewed annually by the Board having regard to performance against goals set at the start of the year, relevant comparative information and independent expert advice. As well as a base salary, remuneration packages include superannuation, retirement and termination entitlements, performance-related bonuses and fringe benefits. Remuneration packages are set at levels that are intended to attract and retain executives capable of managing the Company’s diverse operations. Remuneration and other terms of employment for the executive director and certain other senior executives have been formalised in service agreements as follows: The Company has entered into an executive service agreement with executive director, Mr Antonio Torresan. The terms of the service agreement are set out as follows: - Commencement date: 24 March 2015 - Term: one year with a one year extension at the sole discretion of the Board - Fixed remuneration: $120,000 per annum (reduced to $84,000 per annum from January 2020) - Termination for cause: no notice period - Termination without cause: three month notice period The Company has entered into an agreement with non-executive director, Mr Alec Pismiris. The terms of the agreement are set out as follows: - Commencement date: 24 March 2015 - Term: no fixed term - Fixed remuneration: $36,000 per annum (reduced to $24,000 per annum from January 2020) - Termination for cause: no notice period - Termination without cause: no notice period 7 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT (AUDITED) (CONTINUED) Remuneration policy (continued) The Company has entered into an agreement with non-executive director, Mr Colin Chenu. The terms of the agreement are set out as follows: - Commencement date: 29 June 2015 - Term: no fixed term - Fixed remuneration: $36,000 per annum (reduced to $24,000 per annum from January 2020) - Termination for cause: no notice period - Termination without cause: no notice period Remuneration of non-executive directors is determined by the Board within the maximum amount approved by the shareholders from time to time and which currently stands at $250,000 per annum. The Board undertakes an annual review of its performance against goals set at the start of the year. The Board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth. All remuneration paid to directors and executives is valued at the cost to the Company and expensed. Performance-based remuneration The Company currently has no performance-based remuneration component built into director and executive remuneration packages. The Company will be seeking approval for the establishment of a Employee Securities Incentive Plan (“Plan) that provides greater flexibility by allowing for the issuance of Performance Securities upon a determination by the Board that an eligible employee may participate in the Plan. Performance Securities can include a Plan Share, Option, Performance Right or other Convertible Security. The Company received 100% “yes” votes on its remuneration report for the 30 June 2019 financial year. 8 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT (AUDITED) (CONTINUED) Key management personnel compensation Details of the nature and amount of emoluments paid for each director and executive of Pelican Resources Limited are set out below: Primary Benefits Salary & Fees $ Post Employment Super- annuation $ Share Based Payments Shares/ Options $ TOTAL Performance Based $ % Directors A Torresan - Executive Director 2020 2019 C Chenu - Non-Executive Director 2020 2019 A Pismiris - Non-Executive Director 2020 2019 Total Remuneration: 2020 2019 102,000 120,000 30,000 36,000 60,0001 72,0002 192,000 228,000 Notes: (1) Includes $30,000 paid as fees for company secretarial services (2) Includes $36,000 paid as fees for company secretarial services - - - - - - - - - - - - - - - - 102,000 120,000 30,000 36,000 60,000 72,000 192,000 228,000 - - - - - - - - Other related party transactions of key management personnel are disclosed in Note 13. Remuneration Options During the year ended 30 June 2020, no options were issued as part of director remuneration (30 June 2019: Nil). During the year ended 30 June 2020, 20,000,000 director remuneration options expired. 9 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT (AUDITED) (CONTINUED) Shareholdings by Directors 2020 Balance 01/07/19 (No. of Shares) Received Remuneration (No. of Shares) No. of Options Exercised Net Other Change (No. of Shares) Balance 30/06/20 (No. of Shares) A Torresan C Chenu A Pismiris Total 2019 59,193,981 - 12,000,000 71,193,981 - - - - 18,235,896(1) - 6,000,000(2) 24,235,896 - - - - 77,429,877 - 18,000,000 95,429,877 Balance 01/07/18 (No. of Shares) Received Remuneration (No. of Shares) No. of Options Exercised Net Other Change (No. of Shares) Balance 30/06/19 (No. of Shares) 59,193,981 - 12,000,000 71,193,981 A Torresan C Chenu A Pismiris Total (1) On 30/06/19, A Torresan exercised 18,235,896 options exercisable at $0.01 into fully paid ordinary shares that were issued on 2/7/19. Total holding post exercised is 77,429,877 ordinary shares. (2) On 30/06/19, A Pismiris exercised 6,000,000 options exercisable at $0.01 into fully paid ordinary shares that were issued on 2/7/19. Total holding post exercised is 18,000,000 ordinary shares. 59,193,981 - 12,000,000 71,193,981 -(1) - -(2) - - - - - - - - - Options Holdings by Directors 2020 A Torresan C Chenu A Pismiris Total 2019 Balance 01/07/19 (No. Options) Granted as Remuneration (No. Options) No. of Options Acquired No. of Options Exercised Net Change Other (No. Options) Balance 30/06/20 (No. Options) 10,500,000 2,000,000 7,500,000 20,000,000 - - - - - - - - - - - - (10,500,000) (2,000,000) (7,500,000) (20,000,000)(3) - - - - Balance 01/07/18 (No. Options) Granted as Remuneration (No. Options) No. of Options Acquired No. of Options Exercised Net Change Other (No. Options) Balance 30/06/19 (No. Options) 28,735,896 2,000,000 13,500,000 44,235,896 A Torresan C Chenu A Pismiris Total 10,500,000 2,000,000 7,500,000 20,000,000 (1) On 30/06/19, A Torresan exercised 18,235,896 options exercisable at $0.01 into fully paid ordinary shares that were issued on 2/7/19. (2) On 30/06/19, A Pismiris exercised 6,000,000 options exercisable at $0.01 into fully paid ordinary shares that were issued on 2/7/19. (3) These options expired on 31/12/19. (18,235,896)(1) - (6,000,000)(2) (24,235,896) - - - - - - - - - - - - End of remuneration report (audited). 10 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT (CONTINUED) Signed in accordance with a resolution of the board of directors. Dated at Perth this 13th day of August, 2020 Alec Pismiris Director 11 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2020 Other income Administration expenses Exploration expenditure written-off Fair value loss of investments Other expenses Profit/(Loss) before income tax Income tax benefit Profit/(Loss) for the year Other comprehensive income/(loss) Item that may subsequently be reclassified to profit or loss: Currency translation differences Other comprehensive income/(loss) for the year Consolidated Note 2020 $ 2019 $ 2 3 7 601,317 52,539 (565,641) (14,120) - - (646,169) - (1,300,000) (105,775) 21,556 (1,999,405) 4 - 85,523 21,556 (1,913,882) (88,250) 29,440 (88,250) 29,440 Total comprehensive income/(loss) for the year 66,694 (1,884,442) Profit/(Loss) attributable to: Members of the parent entity Non-controlling interest Total comprehensive profit/(loss) attributable to: Members of the parent entity Non-controlling interest 21,556 - 21,556 (1,909,870) (4,012) (1,913,882) 66,694 - 66,694 (1,887,662) 3,220 (1,884,442) Basic earning/(loss) per share (cents per share) Diluted earning/(loss) loss per share (cents per share) 16 16 0.01 0.01 (0.53) (0.53) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 12 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020 Current Assets Cash and cash equivalents Term deposit Restricted cash Security deposits Trade and other receivables Prepayments Assets held for sale Total Current Assets Non-Current Assets Other financial assets Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Deferred revenue Liabilities associated with assets held for sale Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total parent entity interest Non-controlling interest Total Equity Consolidated Note 2020 $ 2019 $ 5 9 6 24 2,094,411 1,200,000 - 114,000 12,897 18,288 - 2,033,527 - 940,000 114,000 11,852 25,798 2,309,779 3,439,596 5,434,956 7 200,000 200,000 200,000 200,000 3,639,596 5,634,956 8 9 24 74,186 - - 221,705 1,410,000 1,205,219 74,186 2,836,924 74,186 2,836,924 3,565,410 2,798,032 10 11 14,096,796 1,937,083 14,096,796 2,025,333 (12,468,469) (12,490,025) 3,565,410 - 3,632,104 (834,072) 3,565,410 2,798,032 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 13 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020 Issued Capital Options Reserve Consolidated $ $ Foreign Currency Translation Reserve $ Accumulated Losses Non- Controlling Interest Total Equity $ $ $ Balance at 01/07/2018 Total comprehensive income for the year Loss for the year Other comprehensive income Foreign currency translation differences Total comprehensive income / (loss) for the year Transactions with owners recorded directly into equity Share capital to be issued(1) 13,630,120 1,937,083 66,042 (10,580,155) (837,292) 4,215,798 - - - 466,676 - - - - - (1,909,870) (4,012) (1,913,882) 22,208 - 7,232 29,440 22,208 (1,909,870) 3,220 (1,884,442) - - - 466,676 Balance at 30/06/2019 14,096,796 1,937,083 88,250 (12,490,025) (834,072) 2,798,032 14,096,796 1,937,083 88,250 (12,490,025) (834,072) 2,798,032 Balance at 01/07/2019 Total comprehensive income for the year Profit for the year Other comprehensive income Items that will not be reclassified subsequently to profit or loss Exchange differences on disposal of subsidiary Total comprehensive income / (loss) for the year Transactions with owners recorded directly into equity Disposal of subsidiary - - - - - - - - - 21,556 (88,250) - (88,250) 21,556 - - - 21,556 (88,250) (66,694) - - - 834,072 834,072 (12,468,469) - 3,565,410 Balance at 30/06/2020 14,096,796 1,937,083 (1) 46,667,600 options were exercised at 30 June 2020. New shares relating to the exercise of these options were issued on 2 July 2019. The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 14 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2020 Cash Flows from Operating Activities Payments to suppliers and employees Interest received Consolidated Note 2020 $ 2019 $ (728,240) 47,244 (613,147) 52,539 Net Cash Used in Operating Activities 12(b) (680,996) (560,608) Cash Flows from Investing Activities Payments for exploration expenditure Proceeds from sale of project Transaction costs relating to sale Transfers to term deposits Net Cash Provided by Investing Activities Cash Flows from Financing Activities Gross proceeds from exercise of options Net Cash Provided by Financing Activities (14,120) 2,230,000 (274,000) (1,200,000) 741,880 - - - - - - - 466,676 466,676 Net increase / (decrease) in cash and cash equivalents held 60,884 (93,932) Cash and cash equivalents at the beginning of the financial year 2,033,527 2,127,459 Cash and cash equivalents at the end of the financial year 12(a) 2,094,411 2,033,527 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 15 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Pelican Resources Limited is a company domiciled in Australia. The consolidated financial statements of the Company as at and for the year ended 30 June 2020 comprise the Company and its subsidiaries (referred to as the Group). The significant policies, which have been adopted in the preparation of this financial report, have been applied consistently unless otherwise stated and are as follows: (a) Basis of Preparation The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. The financial report was authorised for issue by the Board on 13th August 2020. The financial report has been prepared on an accruals basis and is based on historical costs except for certain assets which are carried at fair value. Cost is based on the fair values of the consideration given in exchange for assets. For the purpose of preparing the consolidated financial statements, the Company is a for-profit entity. (b) Statement of Compliance The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial statements and notes comply with International Financial Reporting Standards (IFRS). (c) New and Revised Accounting Standards and Interpretations adopted by the Group The accounting policies have been consistently applied by the Group and are consistent with those in the June 2019 annual financial report except for the impact (if any) of new and revised standards and interpretations outlined below. The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current year. Standards and Interpretations applicable to 30 June 2020 In the year ended 30 June 2020, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group and effective for the current reporting period. As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Group and, therefore, no material change is necessary to Group accounting policies. 16 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (d) Principles of Consolidation The consolidated financial statements incorporate all of the assets, liabilities and results of the parent, Pelican Resources Limited and all of the subsidiaries. Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 15. The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non- controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary's net assets on liquidation at either fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of profit or loss and other comprehensive income. (e) Income Tax The charge for current income tax is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the rates that have been enacted or are substantively enacted by the balance date. Deferred tax is accounted for using the statement of financial position liability method in respect of temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of profit or loss and other comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future profit will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. 17 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (f) Exploration and Evaluation Expenditure Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site. (g) Share Based Payments The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and risk free interest rate for the term of the option. The fair value of the options granted excluded the impact of any non-market vesting condition (for example, exploration related targets). Non-market vesting conditions are included in assumption about the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. Upon the exercise of options, the balance of the share-based payments reserve relating to these options is transferred to share capital. The market value of shares issued to employees for no cash consideration under the employee share scheme is recognised as an employee benefits expense with a corresponding increase in equity when the employees become entitled to the shares. 18 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (h) Investments and other financial assets Financial assets and are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. Classification and initial measurement of financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging instruments, are classified into the following categories: - - - - amortised cost fair value through profit or loss (FVTPL) equity instruments at fair value through other comprehensive income (FVOCI) debt instruments at fair value through other comprehensive income (FVOCI). All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. The classification is determined by both: - - the entity’s business model for managing the financial asset the contractual cash flow characteristics of the financial asset. All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. Subsequent measurement of financial assets Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply. The category also contains an equity investment. The Group accounts for the investment at FVTPL and did not make the irrevocable election to account for the investment in unlisted equity securities at fair value through other comprehensive income (FVOCI). The fair value was determined in line with the requirements of AASB 9, which does not allow for measurement at cost. Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists. 19 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Impairment of financial assets AASB 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL) model’. This replaced AASB 139’s ‘incurred loss model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss. Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead the Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. 12-month expected credit losses’ are recognised for financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk while ‘lifetime expected credit losses’ are recognised for financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low. Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. (i) Impairment of Assets At each reporting date, the directors review the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of profit or loss and other comprehensive income. Where it is not possible to estimate the recoverable amount of an individual asset, the directors estimate the recoverable amount of the cash-generating unit to which the asset belongs. (j) Fair Value of Assets and Liabilities The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard. Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. 20 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (j) Fair Value of Assets and Liabilities (continued) To the extent possible, market information is extracted from either the principal market for the asset or liability (ie the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (ie the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements. Valuation Techniques In the absence of an active market for an identical asset or liability, the Group selects and uses one or more valuation techniques to measure the fair value of the asset or liability. The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of the following valuation approaches:  Market approach: valuation techniques that use prices and other relevant information generated by market  transactions for identical or similar assets or liabilities; Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value; and  Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity. Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable. 21 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (j) Fair Value of Assets and Liabilities (continued) Fair Value Hierarchy AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows: Level 1 Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 Measurements based on unobservable inputs for the asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3. The Group would change the categorisation within the fair value hierarchy only in the following circumstances: (i) if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or (ii) if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa. When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy (i.e. transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred. 22 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (k) Investments in Associates Investments in associate companies are recognised in the financial statements by applying the equity method of accounting where significant influence is exercised over an investee. Significant influence exists where the investor has the power to participate in the financial and operating policy decisions of the investees but does not have control or joint control over those policies. The equity method of accounting recognises the Group’s share of post-acquisition reserves of its associates. (l) Foreign Currency Transactions and Balances Functional and presentation currency The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency. All figures presented in the financial report have been rounded to the nearest dollar. Transaction and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non- monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in the statement of profit or loss and other comprehensive income, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the statement of profit or loss and other comprehensive income. Controlled entities The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:  Assets and liabilities are translated at year-end exchange rates prevailing at that reporting date.   Retained earnings are translated at the exchange rates prevailing at the date of the transaction. Income and expenses are translated at average exchange rates for the period. Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the statement of profit or loss and other comprehensive income in the period in which the operation is disposed. The functional currency of the subsidiaries incorporated in the Philippines (refer Note 15) is the Philippine PESO. 23 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (m) Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, net of outstanding bank overdrafts. (n) Revenue Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. All revenue is stated net of the amount of goods and service tax (GST). (o) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. (p) Earnings/(Loss) per share (i) Basic Earnings/(Loss) per share Basic earnings/(loss) per share is determined by dividing the operating profit/(loss) after income tax attributable to members of Pelican Resources Limited by the weighted average number of ordinary shares outstanding during the financial year. (ii) Diluted Earnings/(Loss) per share Diluted earnings/(loss) per share adjusts the amounts used in the determination of basic earnings/(loss) per share by taking into account unpaid amounts on ordinary shares and any reduction in earnings per share that will probably arise from the exercise of options outstanding during the financial year. (q) Issued Capital Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. 24 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (r) Adoption of new and revised standards Standards and Interpretations issued not yet adopted The Directors have also reviewed all Standards and Interpretations in issue not yet adopted for the year ended 30 June 2020. As a result of this review the Directors have determined that there is no material impact of the Standards and Interpretations in issue not yet adopted by the Group and, therefore, no change is necessary to Group accounting policies. (s) Critical Accounting Estimates and Judgments The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes: Note 4 - Income Tax Note 6 - Trade and Other Receivables Note 19 - Risk Management Objectives and Policies Note 22 - Share Based Payments 25 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 2: OTHER INCOME Interest earned Gain on sale of SNPDC Total Consolidated 2020 $ 47,244 554,073 601,317 2019 $ 52,539 - 52,539 NOTE 3: EXPENSES AND GAINS/(LOSSES) Significant Items Profit/(Loss) before income tax includes the following expenses whose disclosure is relevant in explaining the financial performance of the Group: Included in corporate expenses Accounting and administration fees Consulting NOTE 4: INCOME TAX The prima facie tax on profit/(loss) before income tax is reconciled to the income tax as follows: Profit/(Loss) before income tax Income tax calculated at 30% (2019: 30%) Add back: Fair value loss of investment Provisions Capital raising costs Foreign losses movement Future income tax (charge)/benefits not brought to account Income tax expense/(benefit) Deferred tax assets: Capital raising costs Provisions Carried forward tax losses (including foreign tax losses) Deferred tax liabilities: Capitalised exploration costs Accrued income 26 63,521 256,942 86,011 297,186 Consolidated 2020 $ 2019 $ 21,556 (1,999,405) 6,467 (599,822) - (7,565) (239) (25,408) 390,000 13,558 (5,196) (13,772) 26,745 129,709 - (85,523) 239 7,383 1,521,822 239 18,508 1,495,077 1,529,444 1,513,824 - 1,756 1,756 (690,773) - (690,773) PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 4: INCOME TAX (continued) The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits thereof. NOTE 5: CASH AND CASH EQUIVALENTS Cash at bank NOTE 6: TRADE AND OTHER RECEIVABLES Current Goods and services tax Accrued interest NOTE 7: OTHER FINANCIAL ASSETS Non Current Unlisted investments at fair value: Shares in other entities(i) (fair value through profit or loss) Consolidated 2020 $ 2019 $ 2,094,411 2,033,527 2,094,411 2,033,527 7,045 5,852 12,897 11,852 - 11,852 200,000 200,000 200,000 200,000 (i) As at 30 June 2020, the Group held 5,000,000 shares in Cockatoo Iron NL as a result of the sale of the Cockatoo Island Project. Refer to Note 19. (ii) On 19 February 2020, the Company entered into an agreement with Carbine Resources Limited (“Carbine”) to sell its’ shareholding of 5,000,000 shares in Cockatoo Iron NL to Carbine, subject to certain conditions precedent. Consideration for the sale is 6,666,667 fully paid ordinary shares in Carbine. The conditions precedent to the sale remaining outstanding. NOTE 8: TRADE AND OTHER PAYABLES Trade payables and accrued expenses Advances/loans – other parties 72,907 1,279 220,426 1,279 74,186 221,705 27 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 9: DEFERRED REVENUE Deposit on sale of subsidiary Consolidated 2020 $ 2019 $ - 1,410,000 On 25 June 2015, the Company entered into a Memorandum of Understanding with Dynamo Atlantic Limited, a BVI registered company to sell 100% ownership of Sibuyan Nickel Properties Development Corporation and received an initial payment of $470,000 and a subsequent payment of $940,000 on completion of due diligence representing 30% of the purchase price agreed of $4.70 million. On or around 16 October 2018, the parties executed a revised Share Sale and Assignment of Debt Agreement for a total purchase price of $3.6 million. A portion of the purchase price is owed to the Company’s joint venture partner All-Acacia Resources Limited. The sale completed in December 2019 and the full proceeds were recognized upon completion of the sale. NOTE 10: ISSUED CAPITAL (a) Issued Capital 408,591,140 Ordinary shares fully paid (2019: 361,923,540) 14,096,796 14,096,796 Consolidated 2020 $ 2019 $ (b) Movements in ordinary share capital of the Company: Date Details 01/07/2018 30/06/2019 Opening balance Exercise of options(1) No. of Shares $ 361,923,540 - 13,630,120 466,676 30/06/2019 Closing balance 361,923,540 14,096,796 01/07/2019 02/07/2019 Opening balance Exercise of options(1) 361,923,540 46,667,600 14,096,796 - 30/06/2020 Closing balance 408,591,140 14,096,796 (1) On 2 July 2019, the Company issued 46,667,600 shares as a result of the exercise of options at $0.01 expiring 30 June 2020. Funds were received pre-30 June 2020 however the shares were not issued until post-30 June 2020. 28 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 10: ISSUED CAPITAL (continued) (c) Capital Risk Management When managing capital, management’s objective is to ensure the Group continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the Group. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, enter into joint ventures or sell assets. The Group does not have a defined share buy-back plan. No dividends were paid in 2019 and no dividends will be paid in 2020. There is no current intention to incur further debt funding on behalf of the Group as on-going expenditure will be funded via cash reserves or equity. The Group is not subject to any externally imposed capital requirements. NOTE 11: RESERVES (a) Composition Options reserve Foreign currency translation reserve Consolidated 2020 $ 2019 $ 1,937,083 - 1,937,083 88,250 1,937,083 2,025,333 (b) Movements in options on issue during the last two years were as follows: Date Details No. of Unlisted Options Exercise Price Expiry Date 01/07/2018 Opening balance 30/06/2019 Exercised Expired 85,000,000 (46,667,600) (3,332,400) $0.01 $0.01 30/06/2019 30/06/2019 30/06/2019 Closing balance 35,000,000 Date Details No. of Unlisted Options Exercise Price Expiry Date 01/07/2019 Opening balance 31/12/2019 Expired 35,000,000 (35,000,000) $0.02 31/12/2019 30/06/2020 Closing balance - 29 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 11: RESERVES (continued) (c) Nature and Purpose of Reserves Options reserve The options reserve is the value of equity benefits provided to directors, employees and consultants by the Group as part of their remuneration. Foreign currency translation reserve The foreign currency translation reserve represents the foreign exchange gain/loss on the translation of the subsidiaries from their functional current to the presentation currency. NOTE 12: NOTES TO THE STATEMENT OF CASH FLOWS a) Cash and cash equivalents at the end of the financial year as shown in the Statement of Cash Flows is reconciled to items in the Statement of Financial Position as follows: Consolidated 2020 $ 2019 $ Cash and cash equivalents (Note 5) 2,094,411 2,033,527 b) Reconciliation of net cash and cash equivalents used in operating activities to profit/(loss) for the year: Profit/(Loss) for the year Exploration and evaluation expenditure written off / impaired Gain on sale of SNPDC Fair value loss on equity investment Movements in assets and liabilities: (Increase)/Decrease in trade and other receivables (Increase)/Decrease in other assets Increase/(Decrease) in trade and other payables Net cash used in operating activities 21,556 (1,913,882) 14,120 (554,073) - - - 1,300,000 (1,045) 7,510 (169,064) 6,942 (3,857) 50,189 (680,996) (560,608) c) Non-cash investing and financing activities 2020 There were no non-cash investing and financing activities during the year ended 30 June 2020. 2019 There were no non-cash investing and financing activities during the year ended 30 June 2019. 30 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 13: KEY MANAGEMENT PERSONNEL This note is to be read in conjunction with the Remuneration Report which is included in the Directors’ Report. (a) Compensation of Key Management Personnel Consolidated Compensation by category: Short-term Post employment Termination benefit Share based payment 2020 $ 192,000 - - - 2019 $ 228,000 - - - 192,000 228,000 (b) Transactions with Key Management Personnel There were no transactions with Key Management Personnel for the year ended 30 June 2020. NOTE 14: REMUNERATION OF AUDITORS Audit services – HLB Mann Judd – Overseas auditors Consolidated 2020 $ 24,353 2,739 27,092 2019 $ 26,240 2,738 28,978 31 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 15: INTEREST IN SUBSIDIARIES (a) Information about Principal Subsidiaries The consolidated financial statements include the financial statements of Pelican Resources Limited and the subsidiaries listed in the following table: Country of Incorporation Equity Interest 2020 % 2019 % Sunrise Exploration Pty Ltd Sunshine Gold Pty Ltd Sunpacific Resources Philippines, Inc. Sunrom Philippines Holdings Corp’n. Sibuyan Nickel Properties Dev. Corp’n. AUS AUS PHP PHP PHP 100 100 100 100 - 100 100 100 100 75 NOTE 16: EARNINGS/(LOSS) PER SHARE The following reflects the income and data used in the calculations of basic and diluted earnings/(loss) per share: Consolidated 2020 $ 2019 $ 21,556 (1,909,870) - (4,012) 21,556 (1,913,882) 2020 Number of Shares 2019 Number of Shares 408,591,140 408,591,140 361,923,540 361,923,540 Profit/(Loss) before income tax – Group Adjustments: Profit/(Loss) attributable to non-controlling interest Profit/(Loss) used in calculating basic and diluted earnings/(loss) per share Weighted average number of ordinary shares used in calculating: Basic earnings/(loss) per share Diluted earnings/(loss) per share NOTE 17: COMMITMENTS FOR EXPENDITURE The Group has no commitments for expenditure (2019: $nil). 32 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 18: SEGMENT INFORMATION Business Segments The directors have considered the requirements of AASB 8 – Operating Segments and the internal reports that are reviewed by the chief operating decision maker (the Board) in allocating resources and have concluded that at this time there are no separate identifiable business segments. The operations and assets of Pelican Resources Limited and its controlled entities are employed in exploration activities relating to minerals in Australia and the Philippines. Australia Philippines Eliminations Consolidated 2020 $ 2019 $ 2020 $ 2019 $ 2020 $ 2019 $ 2020 $ 2019 $ Geographical Segments Revenue Other revenues from customers outside the Group Total segment revenue 47,244 52,532 554,073 47,244 52,532 554,073 7 7 - - - - 601,317 52,539 601,317 52,539 Results Segment result Assets Segment assets Liabilities Segment liabilities (2,461,586) (1,667,048) 550,947 (121,814) 1,932,195 (125,020) 21,556 (1,913,882) 4,589,452 4,275,178 145 2,309,779 (950,001) (950,001) 3,639,596 5,634,956 5,417,362 3,025,777 3,794,391 7,400,793 (9,137,567) (7,589,646) 74,186 2,836,924 33 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 19: RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s principal financial instruments comprise cash and short-term deposits, short-term loans and investments in unlisted entities. The main purpose of these financial instruments is to finance the Group’s operations. The Group has various other financial assets and liabilities such as other receivables and trade payables, which arise directly from its operations. It is, and has been throughout the entire period under review, the Group’s policy that trading in financial instruments may be undertaken. The main risks arising from the Group’s financial instruments is cash flow interest rate risk, foreign exchange risk and market price risk. Other minor risks are either summarised below or disclosed at Note 10 in the case of capital risk management. The Board reviews and agrees policies for managing each of these risks. Cash Flow Interest Rate Risk The Group’s exposure to the risks of changes in market interest rates relates primarily to the Group’s short- term deposits with a floating interest rate. These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities in the form of receivables and payables are non- interest bearing. The Group does not engage in any hedging or derivative transactions to manage interest rate risk. The Group has not entered into any hedging activities to cover interest rate risk. In regard to its interest rate risk, the Group does not have a formal policy in place to mitigate such risks. The following tables set out the carrying amount by maturity of the Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of these financial instruments. There were no fixed interest rate financial assets or liabilities held by the Group (2019: nil). Non Interest Bearing $ Weighted Average Effective Interest Rate % Floating Interest Rate $ Total $ 2020 2019 2020 2019 2020 2019 2020 2019 154,411 - 12,897 200,000 367,308 1,033,527 - 11,852 200,000 1,245,379 1.50 1.50 - - - 1.75 - - 1,940,000 1,314,000 - - 3,254,000 1,000,000 1,054,000 - - 2,054,000 2,094,411 1,314,000 12,897 200,000 3,621,308 2,033,527 1,054,000 11,852 200,000 3,299,379 74,186 - 74,186 221,705 1,205,219 1,426,924 - - - - - - - - - - 74,186 - 74,186 221,705 1,205,219 1,426,924 Financial Assets - Cash and cash equivalents - Deposits held - Other receivables - Unlisted investments Total Financial Assets Financial Liabilities - Trade creditors - Loan – other parties Total Financial Liabilities Net Financial Assets / (Liabilities) 293,122 (181,545) 3,254,000 2,054,000 3,547,122 1,872,455 34 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 19: RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) Interest Rate Sensitivity At 30 June 2020, if interest rates had changed by 10% during the entire year with all other variables held constant, profit/(loss) for the year and equity would have been $4,724 lower/higher, mainly as a result of lower/higher interest income from cash and cash equivalents. A sensitivity of 10% has been selected as this is considered reasonable given the current level of both short term and long term Australian dollar interest rates. A 10% decrease sensitivity would move short term interest rates at 30 June 2020 from around 1.15% to 1.04% (10% increase: 1.26%) representing an 11 basis points shift. This would represent one increase which is reasonably possible in the current environment with the bias coming from the Reserve Bank of Australia and confirmed by market expectations that interest rates in Australia are more likely to move down than up in the coming period. Based on the sensitivity analysis, only interest revenue from variable rate deposits and cash balances are impacted resulting in a decrease or increase in overall income. Liquidity Risk The Group manages liquidity risk by maintaining sufficient cash reserves and marketable securities and through the continuous monitoring of budgeted and actual cash flows. Contracted maturities of liabilities at 30 June Payables - less than 30 days - less than 12 months Loans other parties - less than 12 months - greater than 12 months Consolidated 2020 $ 2019 $ 72,907 - 1,279 - 74,186 222,371 - 7,892 1,196,661 1,426,924 In 2019, the amount of $1,196,661 are liabilities associated with assets held for sale which have been disclosed under current liabilities as the disposal of Sibuyan Nickel Properties Development Corporation was expected within 12 months (note 24). 35 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 19: RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) Foreign Exchange Risk The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Philippine PESO. No sensitivity analysis has been completed as the directors believe any impact would be immaterial. Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the Company’s and subsidiaries’ functional currencies. The risk is measured using sensitivity analysis. Market Price Risk The Group is exposed to equity price risk which arises from equity securities at fair value through profit or loss (FVTPL). The Group is exposed to market price risk arising from investments in other companies carried at fair value. At 30 June 2020, if the fair value of investments in other companies had changed by 10% during the entire year with all other variables held constant, profit/(loss) for the year and equity would have been $20,000 lower/higher. The Group holds shares in Cockatoo Iron NL which is held at fair value and has provided in full for the investment in Pluton Resources Limited. Net Fair Values For assets and other liabilities the net fair value approximates their carrying value. The Group has no financial liabilities but does have financial assets that are classified as level 3 under the fair value hierarchy and has no financial assets where the carrying amount exceeds net fair values at balance date. The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement of financial position and in the notes to and forming part of the financial statements. Financial Instruments The following table presents the Group’s assets and liabilities measured and recognised at fair value: 30 June 2020 Assets Equity investments at FVTPL 30 June 2019 Assets Equity investments at FVTPL Level 1 $ Level 2 $ Level 3 $ Total $ - - - - 200,000 200,000 200,000 200,000 Level 1 $ Level 2 $ Level 3 $ Total $ - - 200,000 200,000 200,000 200,000 - - 36 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 19: RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) Financial Instruments (continued) Valuation techniques The methods and valuation techniques used for the purpose of measuring fair value are unchanged compared to the previous reporting period. Fair Value Hierarchy Level 3 Fair value through FVTPL Fair value is based on unobservable inputs for the asset or liability. NOTE 20: EVENTS SUBSEQUENT TO REPORTING PERIOD Pelican and Cockatoo Iron are parties to a RSA, whereby Pelican is entitled to receive the first $500,000 revenue per annum which Cockatoo Iron generates from any third party use of the infrastructure on Mining Lease 04/235-I. The parties have agreed to terminate the RSA for the payment of $225,000 and subject to execution of Deed of Settlement and Termination (Deed). Execution of the Deed is anticipated prior to 31 August 2020 with payment to be received prior to 31 December 2020. No other matters or circumstances have arisen subsequent to the balance date which would significantly affect the operations of the Group, its operating results or its state of affair in the subsequent financial years. NOTE 21: CONTINGENT LIABILITIES As part of its acquisition of Nugold Hill Mines in 2002, the Company has an obligation to rehabilitate the Xanadu tenements area. The Company has a security bond in place with the Department of Mines, Industry, Regulation and Safety which is expected to cover the majority of the cost. The Department of Mines, Industry, Regulation and Safety has not currently insisted on rehabilitating the site as there is the potential for future operations. Other than as stated above, Pelican Resources Limited has no known material contingent liabilities at the end of the financial year. 37 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 21: CONTINGENT LIABILITIES As part of its acquisition of Nugold Hill Mines in 2002, the Company has an obligation to rehabilitate the Xanadu tenements area. The Company has a security bond in place with the Department of Mines, Industry, Regulation and Safety which is expected to cover the majority of the cost. The Department of Mines, Industry, Regulation and Safety has not currently insisted on rehabilitating the site as there is the potential for future operations. Other than as stated above, Pelican Resources Limited has no known material contingent liabilities at the end of the financial year. NOTE 22: SHARE BASED PAYMENTS The number and weighted average exercise prices of share options are as follows: Weighted average exercise price 2020 $0.02 - - $0.02 - - - - Number of Options 2020 35,000,000 - - (35,000,000) - - - - Weighted average exercise price 2019 $0.02 - $0.01 $0.01 - - $0.02 $0.02 Number of Options 2019 85,000,000 - (46,667,600) (3,332,400) - - 35,000,000 35,000,000 Outstanding at 1 July Forfeited during the year Exercised during the year Expired during the year Granted during the year Issued during the year Outstanding at 30 June Exercisable at 30 June 38 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 23: PARENT ENTITY DISCLOSURES (a) Financial Position Current Assets Total Assets Current Liabilities Total Liabilities Equity Issued capital Reserves Accumulated losses Total Equity (b) Financial Performance Profit/(Loss) for the year Other comprehensive income Total Comprehensive Profit/(Loss) (c) Guarantees 2020 $ 3,439,451 4,589,452 72,908 72,908 2019 $ 3,125,177 4,275,178 1,161,705 1,161,705 14,096,796 1,937,083 (11,517,334) 14,096,796 1,937,083 (12,920,405) 4,516,545 3,113,474 1,403,071 - (1,912,813) - 1,403,071 (1,913,813) The parent entity has not entered into any guarantees, in relation to the debts of subsidiaries. (d) Contingent liabilities As part of its acquisition of Nugold Hill Mines in 2002, the Company has an obligation to rehabilitate the Xanadu tenements area. The Company has a security bond in place with the Department of Mines, Industry, Regulation and Safety which is expected to cover the majority of the cost. The Department of Mines, Industry, Regulation and Safety has not currently insisted on rehabilitating the site as there is the potential for future operations. Other than as stated above, the parent entity has no known material contingent liabilities at the end of the financial year. (e) Commitments for expenditure The parent entity has not entered into any commitments for expenditure as at the end of the financial year. 39 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020 NOTE 24: ASSETS AND LIABILITIES HELD FOR SALE In June 2015, the Group entered into a Memorandum of Understanding (“MOU”) with Dynamo Atlantic Limited to sell 100% ownership of Sibuyan Nickel Properties Development Corporation (“SNPDC”) for a purchase price of $4.7 million. In October 2018, the parties executed a revised Share Sale and Assignment of Debt Agreement for a total purchase price of $3.6 million. On the 6 December 2019 Pelican Resources Limited (ASX: PEL) (“Pelican” or “the Company”) announced that settlement on the sale of Sibuyan Nickel Properties Development Corporation (“SNPDC”), the beneficial owner of the Romblon Project located on Sibuyan Island in the Romblon Province in the Philippines had been completed (refer Directors’ Report for further detail). Assets and liabilities held for sale The major classes of assets and liabilities comprising the operations classified as held for sale at balance date are as follows: Cash Trade and other receivables Mineral exploration and evaluation expenditure (i) Assets held for sale Trade payables Other payables Liabilities associated with assets held for sale (i) Mineral exploration and evaluation expenditure 2019 $ 952 6,248 2,302,579 2,309,779 666 1,204,553 1,205,219 The value of the exploration tenements carried forward is dependent upon: (a) The continuance of the Group’s rights to tenure of the area of interest; (b) The results of future exploration; and (c) The recoupment of costs through successful development and exploitation of the areas of interest or alternatively by their sale. The carrying value of the exploration expenditure as at 30 June 2019 relates to the Romblon Project. The Group has entered into a Share Sale and Assignment of Debt Agreement for the sale of the Romblon project for $3.6 million which exceeds the carrying value at 30 June 2019. (refer to the Directors’ Report - Review of Operations for further details). 40 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ DECLARATION 1. In the opinion of the Directors: a. the accompanying financial statements, notes and additional disclosures are in accordance with the Corporations Act 2001 including: i. giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its performance for the year then ended; and ii. complying with Accounting Standards and Corporations Regulations 2001; and b. the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. 2. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2020. This declaration is signed in accordance with a resolution of the Board of Directors. Alec Pismiris Director Dated this 13th day of August, 2020 41 INDEPENDENT AUDITOR’S REPORT To the members of Pelican Resources Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Pelican Resources Limited (“the Company”) and its controlled entities (“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 statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a) giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its financial performance for the year then ended; and b) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. We have determined that there are no matters to be communicated in our report. Information other than the financial report and auditor’s report thereon The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2020 but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. 42 In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. - - - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. 43 We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included within the directors’ report for the year ended 30 June 2020. In our opinion, the Remuneration Report of Pelican Resources 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 HLB Mann Judd Chartered Accountants Perth, Western Australia 13 August 2020 N G Neill Partner 44 AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the consolidated financial report of Pelican Resources Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (a) the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (b) any applicable code of professional conduct in relation to the audit. Perth, Western Australia 13 August 2020 N G Neill Partner 45 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES ASX ADDITIONAL INFORMATION QUOTED SECURITIES ORDINARY FULLY PAID SHARES (i) DISTRIBUTION OF SHAREHOLDERS AS AT 5 AUGUST 2020: SPREAD OF HOLDINGS NO. OF HOLDERS 1 – 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001+ 33 33 24 84 164 338 NO. OF SHARES 11,524 80,012 172,461 3,982,123 404,345,020 408,591,140 PERCENTAGE OF ISSUED CAPITAL % 0.00 0.02 0.04 0.97 98.96 100.00 The number of shareholdings held in less than marketable parcels is 123 (based on the last sale price of $0.017 on 30 October 2018). (ii) TOP 20 HOLDERS OF ORDINARY FULLY PAID SHARES: The names of the twenty largest shareholders of ordinary fully paid shares are listed below: NAME 1 2 3 4 5 6 7 Snowball 3 Pty Ltd Mr Kenneth Gatchalian Topaze Enterprises Pty Ltd Zero Nominees Pty Ltd Monslit Pty Ltd Mr Joe Leuzzi & Mrs Sally Leuzzi DF Lynton-Brown Pty Ltd Alitime Nominees Pty Ltd Gallant (WA) Pty Ltd ACP Investments Pty Ltd Darlot Investments Pty Ltd 8 9 10 11 12 Mr Geoffrey John Fennell & Mrs Carmel Ann Fennell GAB Superannuation Fund Pty Ltd GAB Superannuation Fund Pty Ltd 13 14 15 Mr Jose Mari Moraza & Mr Antonio Moraza 16 17 18 19 20 ACP Investments Pty Ltd Citicorp Nominees Pty Limited Energy-Saving Technology Pty Ltd RFID Systems Pty Ltd Cityscan Pty Ltd Total 46 NO. OF ORDINARY SHARES HELD PERCENTAGE OF ISSUED SHARES % 59,193,981 25,699,591 21,026,696 19,593,650 18,235,896 16,000,000 15,932,885 13,033,565 12,094,137 12,000,000 10,007,809 8,257,806 7,873,785 7,683,233 7,272,445 6,000,000 5,366,603 5,313,513 5,313,512 5,177,757 281,076,864 14.49% 6.29% 5.15% 4.80% 4.46% 3.92% 3.90% 3.19% 2.96% 2.94% 2.45% 2.02% 1.93% 1.88% 1.78% 1.47% 1.31% 1.30% 1.30% 1.27% 68.79% PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES ASX ADDITIONAL INFORMATION (continued) QUOTED SECURITIES (continued) (a) ORDINARY FULLY PAID SHARES (continued) (iii) VOTING RIGHTS Article 15 of the Constitution specify that on a show of hands every member present in person, by attorney or by proxy shall have: (a) (b) for every fully paid share held by him one vote; and for every share which is not fully paid a fraction of the vote equal to the amount paid up on the share over the nominal value of the shares. (iv) SUBSTANTIAL SHAREHOLDERS Name Antonio Torresan Group Mr Kenneth Gatchalian Topaze Enterprises Pty Ltd Ordinary Shares No. 77,429,877 25,699,591 21,026,696 124,156,164 % 18.95 6.29 5.15 30.39 (b) UNQUOTED SECURITIES (i) UNLISTED OPTIONS ON ISSUE The Company has no options on issue. (ii) PERFORMANCE RIGHTS The Company has no performance rights on issue. 47 PELICAN RESOURCES LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT Pelican Resources Limited and the Board are committed to achieving and demonstrating the highest standard of corporate governance. Pelican Resources Limited has modelled its corporate governance policies against the Corporate Governance Principles and Recommendations (4th edition) published by the ASX Corporate Governance Council. The 2020 corporate governance statement was approved by the board on 11 August 2020 and is current as at 11 August 2020. A description of the Group’s current corporate governance practices is set out in the Group’s Corporate Governance Statement which can be viewed at www.pelicanresources.com.au/investor-centre/corporate- governance/. 48

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