SUVO STRATEGIC MINERALS LIMITED
(formerly ULTRACHARGE LIMITED)
APPENDIX 4E
ANNUAL REPORT
FOR THE YEAR ENDED 30 JUNE 2020
The following information is given to ASX under listing rule 4.3A.
1. Reporting period
Current Period
Prior Period
12 months ended 30 June 2020
12 months ended 30 June 2019
2. Results for announcement to the market
Consolidated Group
Revenue – excluding interest received
Profit (loss) after tax attributable to
members
% Change
Item
2.1
2.2
up
up
USD $
32,201
(4,938,139)
95
85
to
to
USD $
34,048
(888,115)
Net profit (loss) attributable to members 2.3
up
(4,938,139)
85
to
(888,115)
Dividend
Overview
2.4 N/A
During the year the Company ceased conducting research and development activities dedicated to creating
leading edge lithium-ion battery technology. The Company entered into agreements to acquire the share
capital of two exploration companies and the acquisitions were completed post-year end. During the year
the Company was mainly engaged in the completion of these transactions, raising capital via a public offer
and re-complying with the ASX Listing Rules.
Business performance
During the year the Company announced that Blitz Motors had ceased all testing on the Company’s
batteries due to technical issues. Consequently, the Company ceased its operations in researching and
developing lithium-ion batteries. Losses from discontinued operations amounted to $202,518 (2019:
$5,104,313), before a write back of foreign exchange gains of $411,123.
The Company restructured its management and entered into an agreement to acquire the share capital
of Watershed Enterprise Solutions Pty Ltd (“Watershed”), holder of exploration licence E70/5001, and the
share capital of Mt Marshall Kaolin Pty Ltd (“Mt Marshall”), holder of exploration licence E70/5039. These
signalled the Company’s diversification into resource exploration and evaluation. Subsequent to the end
of the financial year, the Company raised A$5M in capital to explore and evaluate the projects acquired
with a new Board of Directors and management.
Corporate
The Company issued 50 million ordinary shares during the year, raising $100,770 (A$150,000), of which
$67,180 (A$100,000) was received in the last financial year. The Company changed its management team
and Board of Directors as it moved away from lithium-ion battery research and development, transitioning
to resource exploration and evaluation in Western Australia. This was completed with the raising of A$5
million before costs post year end in July 2020 and the re-compliance with ASX Listing Rules following the
completion of the acquisitions of Watershed and Mt Marshall. In addition, the Company changed its name
from Ultracharge Limited to Suvo Strategic Mineral Limited
COVID-19 Pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has
had, or may have, on the consolidated entity based on known information. This consideration extends to
the nature of the products and services offered, customers, supply chain, staffing and geographic regions
in which the consolidated entity operates. Other than as addressed in specific notes in the financial report,
there does not currently appear to be either any significant impact upon the financial statements or any
significant uncertainties with respect to events or conditions which may impact the consolidated entity
unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
3. Consolidated Statement of Profit or Loss and Other Comprehensive Income
Refer to attached financial statements.
4. Consolidated Statement of Financial Position
Refer to attached financial statements.
5. Consolidated Statement of Cashflow
Refer to attached financial statements.
6. Dividends Paid or Recommended
The Directors have not recommended or paid a dividend.
7. Details of any Dividend or distribution reinvestment plans
The Company does not have any distribution reinvestment plans.
8. Statement of movements in Retained Earnings
Refer to attached financial statements.
9. Net tangible assets per security
Number of securities
30 June 2020
30 June 2019
112,338,245
912,422,286
Net tangible assets per security in cents
0.19
0.12
10. Changes in controlled entities
There have been no changes in other controlled entities during the current year.
11. Details of associates and joint venture entities
The Company does not have any associates or joint venture entities.
12. Any other significant information needed by an investor to make an informed assessment of the
entity’s financial performance and financial position
Refer to attached financial statements.
13. Foreign entities disclosures
The financial report is a general purpose financial report that has been prepared in accordance with
Australian Accounting Standards, Australian Accounting Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
14. Additional information
Earnings per Share on continuing
operations
30 June 2020
30 June 2019
Basic (losses) earnings per share in cents
Diluted (losses) earnings per share in cents
(0.13)
(0.13)
(0.61)
(0.61)
15. After Balance Date Events
Refer to attached financial statements.
16. Compliance Statement
This report should be read in conjunction with the audited Suvo Strategic Minerals Limited
financial report for the year ended 30 June 2020, and is lodged with the ASX under listing rule
4.3A.
SUVO STRATEGIC MINERALS LIMITED
(Formerly Ultracharge Limited)
ABN 97 140 316 463
2020 Financial Report
Page | 1
Corporate Directory
Directors
Share Registry
Mr Robert Martin (Executive Chairman)
Automic Registry Services Pty Ltd
Level 2
267 St Georges Terrace
West Perth WA 6005
Telephone: 1300 288 664
Website
www.suvo.com.au
Stock Exchange Listing
The Company is listed on the Australian
Stock Exchange (ASX)
Australian Stock Exchange Code:
SUV
Mr Aaron Banks (Executive Director)
Mr Leonard Troncone (Non‐Executive Director)
Company Secretary
Justyn Stedwell
Registered Office
Suite 103
Level 1, 2 Queen Street
Melbourne VIC 3000
Telephone:
(03) 8395 5446
Facsimile:
(03) 8678 1747
Auditors
BDO Audit (WA) Pty Ltd
38 Station Street
Subiaco, WA 6008
Telephone: (08) 6382 4600
Page | 2
Suvo Strategic Minerals Limited
ABN 97 140 316 463
CONTENTS
Corporate directory
Directors’ report
Audited remuneration report
Auditor’s independence declaration
Consolidated statement of profit or loss and other
comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Directors’ declaration
Independent auditors’ report
ASX additional information
Directors’ Report
2
4
13
18
19
20
21
22
23
45
46
48
These financial statements are the consolidated financial statements of the consolidated entity consisting of Suvo
Strategic Minerals Limited and its subsidiaries. The financial statements are presented in US dollar currency.
Suvo Strategic Minerals Limited is a company limited by shares, incorporated and domiciled in Australia.
A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of
activities on pages 7 – 9.
The financial statements were authorised for issue by the Directors on 31 August 2020. The Directors have the power
to amend and reissue the financial statements.
Through the use of the internet, we have ensured that our corporate reporting is timely and complete. All
announcements and financial reports are available on our website: www.suvo.com.au.
Page | 3
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Directors’ report
Directors’ Report
Your Directors present their report together with the financial report of Suvo Strategic Minerals Limited (‘the Company’
or ‘Parent Entity’ or ‘Suvo’) and its controlled entities (‘the Group’ or ‘consolidated entity’) for the year ended 30 June
2020 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 this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
Mr Robert Martin – Executive Chairman (Appointed 30 July 2020)
Mr Martin has over 20 years’ experience across the mining services, supply chain and capital market sectors. Before
joining the Company’s board of directors, he operated a highly successful mining services company which became a
leading provider of products and services to the mining industry and operated globally with offices across Australia and
internationally. After 7 years of growth on growth revenue, profitability and expansion into multiple countries, Mr
Martin’s company was acquired by a prominent Perth business for an undisclosed multi‐million dollar sum. Mr Martin
now runs a family office in Western Australia with a focus on investing and supporting emerging private and public
businesses.
Other directorships: PARKD Limited (ASX: PKD)
Mr Aaron Banks – Executive Director (Appointed 30 July 2020)
Mr Banks is a specialist business consultant with over 20 years’ experience in contract negotiations and business
development including senior roles in sales, marketing and construction management where he successfully negotiated
contracts exceeding $300 million in value within the housing sector. Since 2015 as Founder, and since 2016 as Managing
Director of Australian Silica Pty Ltd, Mr Banks has developed extensive relationships with glass companies and
manufacturers of specialty products for LCD screens and photovoltaic systems in the Asian‐Pacific Region.
In 2016 Mr Banks discovered what has become one of the largest high‐grade silica sand resources in the world. While
on the board of Australian Silica, he successfully negotiated the sale of the Muchea Silica Sand Project to VRX Silica (ASX:
VRX) in 2017, which helped re‐pivot VRX from a base metals explorer to a silica sand explorer with a market capitalisation
as at 20 August 2020 of approximately $45 million.
Other directorships: None
Mr Leonard Troncone – Non‐Executive Director (Appointed 30 July 2020)
Mr Troncone is a senior finance executive with over 35 years’ hands‐on experience in the Australian corporate
environment, with experience gained in a range of industries including mining, mineral exploration, mine development
and oil and gas, diversified engineering, manufacturing and construction, financial services and private investment. Mr
Troncone holds a Bachelor of Business degree from Curtin University of Technology (formerly the Western Australian
Institute of Technology).
Mr Troncone has been involved with initial public offerings, capital raisings and the arrangement of debt facilities to
fund major acquisitions and projects. He has made transformative contributions to newly listed entities including the
delivery and creation of strong shareholder wealth in the years post‐initial public offer at both United Group Limited
and Decmil Group Limited (formerly Paladio Group Limited). Mr Troncone is the CEO, CFO and company secretary of
PARKD Limited (ASX: PKD).
Other directorship: None.
Page | 4
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Directors’ Report
Mr Doron Nevo – Non‐Executive Chairman (Resigned 30 November 2019)
Mr Nevo was president and chief executive officer of KiloLambda Technologies Ltd, an optical nanotechnology company
from 2001 until 2019. From 1999 to 2001, Mr Nevo was involved in fundraising activities for Israeli‐based start‐up
companies. From 1996 to 1999, Mr. Nevo serve as president and chief executive officer of NKO, Inc., having established
NKO in early 1995 as a start‐up subsidiary of Clalcom, Ltd. NKO designed and developed a full scale, carrier grade, IP
telephony system and established its own IP network. From 1992 to 1996, Mr. Nevo served as president and chief
executive officer of Clalcom Ltd having established Clalcom in 1992 as a telecom service provider in Israel. He also served
as a director of several publicly traded companies in various markets worldwide.
Mr Nevo holds a B.Sc. in Electrical Engineering from the Technion ‐ Israel Institute of Technology and a M.Sc. in
Management from Brooklyn Polytechnic.
Mr Nevo presently serves as a director of NASDAQ‐listed AudioCodes, Ltd. and Tel Aviv listed Hadasit Bio‐Holdings, Ltd.
Mr Kobi Ben‐Shabat – Managing Director (Resigned 30 July 2020)
Mr Ben‐Shabat was educated in Israel's Ruppin Academic Centre in Business and Administration and concluded his
tertiary studies with an MBA in Marketing and Information Technology from the University of Manchester in 2000.
After working for various US based technology companies, Mr Ben‐Shabat was seconded to Australia where he was
instrumental in the growth of the region's IP Surveillance and Security industry. After noticing a market opportunity Mr
Ben‐Shabat established Open Platform Systems Limited (OPS). OPS swiftly became recognised as the predominant
player in its technology space and became a "pain point" for the region's long established tier one providers. Australia's
Business Review Weekly magazine recognised OPS in its annual BRW Fastest Growing Companies index for three
consecutive years. OPS was acquired by Hills Ltd (ASX listed) in April 2014. Mr Ben‐Shabat has extensive experience with
sales and senior management with a particular emphasis on emerging markets and technologies.
Mr Anthony Brown – Non‐Executive Director (Appointed 23 September 2019. Resigned 30 July 2020)
Mr Brown is an entrepreneur who has owned various businesses over his 30 year commercial career. These businesses
have provided specialist technology services to government and non‐government organisations. During Mr Brown’s
leadership, two of his organisations were successfully sold to multi‐national enterprises, delivered complex large multi‐
facted projects, won major awards for product sales and system integrations within Australia and the Asia‐Pacific region.
Mr Brown is current director of Scout Security Limited (ASX: SCT)
Mr Yury Nehushtan – Non‐Executive Director (Resigned 10 November 2019)
Mr Nehushtan is a lawyer and Member of the Israeli Bar Association since November 1991. He is the Managing Partner
of Nehushtan, Zafran, Scharf,Jaffe & Co. Law offices, a boutique law firm specialising in commercial litigation and labour
law.
Mr Nehushtan gained a Law Degree at the Hebrew University in Jerusalem (1985‐ 1989) and a Master's Degree in the
London School of Economics (1990) with a focus on banking, finance and securities law. He has extensive experience in
commercial and corporate law, with a focus on large and complex legal disputes, including corporate, securities,
contract and commercial disputes, class actions, arbitrations and alternative dispute resolution.
Mr John Paitaridis – Non‐Executive Director (Resigned 30 July 2020)
As the managing director of Optus Business, Mr Paitaridis leads Optus' enterprise, business and government
organisation. With 25 years' industry experience, he is accountable for all aspects of sales, marketing, products,
operations and service delivery. Mr Paitaridis joined Optus Business in 2012, bringing a deep understanding of the
telecommunications and ICT needs of enterprise and government customers. Previously, he was an executive at Telstra.
Mr Paitaridis has extensive experience managing businesses in international markets including almost 10 years based
in Europe and Asia. A seasoned senior executive, Mr Paitaridis has a strong track record of driving growth in sales,
revenue and profitability as well as building high performance teams.
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Suvo Strategic Minerals Limited
ABN 97 140 316 463
Directors’ Report
Mr Paitaridis holds a Bachelor of Economics degree and is a graduate member of the Australian Institute of Company
Directors. In 2012, he was appointed as a member of the Australian Information Industry Association's (AIIA) board of
directors and in 2014 was appointed deputy chair of the AIIA board.
Mr David Wheeler – Non‐Executive Director (resigned 28 August 2019)
Mr Wheeler has more than 30 years executive management experience, through general management, CEO and
managing director roles across a range of companies and industries. He has worked on business projects in the USA,
UK, Europe, New Zealand, China, Malaysia, and the Middle East (Iran). David has been a Fellow of the Australian
Institute of Company Directors (FAICD) since 1990.
Directorships in other listed entities
Directorships of other listed entities held by Directors of the Company during the last 3 years immediately before the
end of the year are as follows:
Director
Company
Period of Directorship
From
To
Doron Nevo
Audiocodes, Ltd. ‐ Traded on Nasdaq "AUDC"
5 June 2000
Hadasit Bio‐Holdings, Ltd. ‐ Traded on TASE "HBL"
29 July 2018
Current
Current
Kobi Ben‐Shabat Weebit Nano Limited
David Wheeler
333D Limited
1 August 2016 30 November 2017
15 April 2011
16 February 2018
Antilles Oil and Gas NL
12 February 2016 13 November 2018
Auscann Group Holdings Limited
18 November 2014
19 January 2017
Ausmex Mining Group Limited
1 October 2014
1 August 2017
Avira Oil & Gas NL
Castillo Copper Limited
Eneabba Gas Limited
3 September 2018
Current
13 August 2015
12 February 2018
10 October 2017
Current
Premiere Eastern Energy Limited
24 August 2014
30 April 2017
Protean Energy Limited
Ragnar Metals Limited
Thred Ltd
16 May 2017
4 December 2017
31 August 2017
Current
Current
Current
Weststar Industrial Limited
12 August 2015 21 November 2016
Anthony Brown
Scout Security Limited
Robert Martin
PARKD Limited
Directors’ Interests
22 August 2017
1 March 2019
Current
Current
The relevant interests of each Director in the shares and options of the Company at the date of this report are as
follows:
Robert Martin
Aaron Banks
Leonard Troncone
Ordinary
Shares
Options over
Ordinary Shares
Performance
Rights
15,555,161
72,564,516
10,000,000
12,000,000
‐
20,000,000
250,000
1,250,000
8,000,000
Page | 6
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Company Secretary
Mr Justyn Stedwell – Company Secretary
Directors’ Report
Mr Stedwell was appointed as Company Secretary on 14 May 2019. He has over 11 years’ experience as a Company
Secretary of ASX listed companies and has completed a Bachelor of Business & Commerce (Management & Economics)
at Monash University, a Graduate Diploma of Accounting at Deakin University, a Graduate Diploma in Applied Corporate
Governance with Chartered Secretaries Australia and a Graduate Certificate of Applied Finance with Kaplan Professional.
Remuneration of key management personnel
Information about the remuneration of key management personnel is set out in the Audited Remuneration Report of
this Directors’ report, on pages 13 to 17. The term ‘key management personnel’ refers to those persons having authority
and responsibility for planning, directing and controlling the activities of the consolidated entity, directly or indirectly,
including any director (whether executive or otherwise) of the consolidated entity.
Other than as disclosed in this report, no shares have been issued for compensation purposes during or since the end
of the financial year to any employee of the Company.
Operating and financial review
Principal activities
During the year the Company ceased conducting research and development activities dedicated to creating leading
edge lithium‐ion battery technology. The Company entered into agreements to acquire the share capital of two
exploration companies and the acquisitions were completed post‐year end. During the year the Company was mainly
engaged in the completion of the transactions, raising capital via a public offer and re‐complying with the ASX Listing
Rules.
Corporate structure
The Company is a listed public company incorporated and domiciled in Australia. The Company has prepared a
consolidated financial report incorporating the entities that it controlled during the financial year. Details regarding the
Parent Entity are contained in note 18 to the financial statements.
Operating results for the year
A summary of the salient operating results for the year ended 30 June 2020 is as follows:
Operating loss after tax was $888,115 (FY2019 loss of $5,826,254).
Operating losses from continuing operations was $1,038,286 (2019: loss of $721,914)
Net cash outflow from operating activities was $1,258,657 (FY2019 $1,762,300).
The table below sets out summary information about the consolidated entity’s earnings and movement in shareholder
wealth for the three years to 30 June 2020.
EBITDA1
Net profit/(loss) before tax
Net profit/(loss) after tax
Share price at start of year (AUD)
Share price at end of year (AUD)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Dividends
Return on Capital
30 June 2020
(888,115)
(888,115)
(888,115)
0.025
n/a*
(0.10)
(0.10)
‐
‐
30 June 2019
(5,774,254)
(5,826,254)
(5,826,254)
0.022
0.025
(0.61)
(0.61)
‐
(0.44)
30 June 2018
(3,201,929)
(3,217,470)
(3,217,470)
0.027
0.022
(0.45)
(0.45)
‐
(0.26)
$
$
$
cps
cps
cps
cps
cps
cps
Note 1: EBITDA is a non IFRS measure which represents earnings before interest, tax, depreciation and amortisation. This is unaudited.
*As at 30 June 2020, the Company’s shares were on trading halt pending ASX relisting.
Page | 7
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Directors’ Report
Net profit/(loss) after tax
Interest
Depreciation
EBITDA1
Review of operations
COVID‐19 Pandemic
30 June 2020
(888,115)
‐
‐
(888,115)
30 June 2019
(5,826,254)
‐
51,726
(5,774,254)
30 June 2018
(3,217,470)
‐
15,541
(3,201,929)
$
$
$
$
Judgement has been exercised in considering the impacts that the Coronavirus (COVID‐19) pandemic has had, or may
have, on the consolidated entity based on known information. This consideration extends to the nature of the products
and services offered, customers, supply chain, staffing and geographic regions in which the consolidated entity operates.
Other than as addressed in specific notes in this report, there does not currently appear to be either any significant
impact upon the financial statements or any significant uncertainties with respect to events or conditions which may
impact the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus
(COVID‐19) pandemic.
Business performance
During the year the Company announced that Blitz Motors had ceased all testing on the Company’s batteries due to
technical issues. Consequently, the Company ceased its operations in researching and developing lithium‐ion batteries.
Gain from discontinued operations amounted to $208,605 (2019: Loss of $5,104,313), before a write back of foreign
exchange gains of $411,123.
The Company restructured its management and entered into an agreement to acquire the share capital of Watershed
Enterprise Solutions Pty Ltd (“Watershed”), holder of exploration licence E70/5001, and the share capital of Mt Marshall
Kaolin Pty Ltd (“Mt Marshall”), holder of exploration licence E70/5039. These signalled the Company’s diversification
into resource exploration and evaluation. Subsequent to the end of the financial year, the Company raised A$5M in
capital to explore and evaluate the projects acquired with a new Board of Directors and management.
Corporate
The Company issued 50 million ordinary shares during the year, raising $100,770 (A$150,000), of which $67,180
(A$100,000) was received in the last financial year. The Company changed its management team and Board of Directors
as it moved away from lithium‐ion battery research and development, transitioning to resource exploration and
evaluation in Western Australia. This was completed with the raising of approximately A$5M post year end in July 2020
and the re‐compliance with ASX Listing Rules following the completion of the acquisitions of Watershed and Mt
Marshall. The Company also changed its name from Ultracharge Limited to Suvo Strategic Minerals Limited.
Risk management
The Directors identify and manage risk and consider the business of exploration and evaluation, and previously research
and development, by their nature, contain elements of risk, with no guarantee of success. The success of exploration
and evaluation activities is, amongst other things, dependent upon the discovery of economically viable mineral deposits
that are capable of being mined, process and sold. In turn, this will be dependant upon:
Access to adequate capital;
Regulatory approval of mining and processing operations;
Securing buyers of end products; and
Access to appropriately qualified and experienced management, contractors and other personnel.
Significant changes in the state of affairs
Significant changes in the state of affairs of the Company during the financial year are detailed under Review of
Operations.
The Company ceased research and development activities associated with lithium‐ion batteries and entered into
Page | 8
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Directors’ Report
contracts to acquire Mt Marshall and Watershed which hold exploration licenses for mineral sands tenements.
In the opinion of the directors, there were no other significant changes in the state of affairs of the Company that
occurred during the financial year under review not otherwise disclosed in this report or in the financial report.
Events subsequent to reporting date
In July 2020 the Company completed the buy‐back of 3,000,000 ordinary shares from ETV Energy Limited. The shares
were issued initially in consideration for a licence of intellectual property granted to the Company in May 2018. The
consideration for the shares buy‐back was the cancellation of the licence agreement.
On 6 August 2020 the Company was officially reinstated to the ASX board. The re‐listing followed the Company’s re‐
compliance with Chapters 1 and 2 of the ASX Listing Rules. The Company’s re‐listing was gained as a results of a A$5M
capital raising via a public offer and the completion of the acquisitions of Mt Marshall and Watershed.
Under the public offer the Company issued 250,000,000 ordinary shares at A$0.02 each, raising A$5 million before costs.
The Company completed the acquisition of 100% of the share capital of Mt Marshall via the issue of 75,000,000 ordinary
shares to the vendors. The Company completed the acquisition of 100% of the share capital of Watershed via the issue
of 75,000,000 ordinary shares to the vendors.
In addition, the Company issued the following securities:
‐
‐
‐
‐
‐
‐
8,750,000 Mt Marshall loan ordinary shares;
7,419,677 ordinary shares to two incoming directors;
40,000,000 performance rights to incoming directors;
11,250,000 share options to incoming directors;
45,616,903 ordinary shares to the lead manager of the public offer; and
45,000,000 share options to advisors of the capital raising and acquisition of Mt Marshall and Watershed.
Upon completion of the public offer and re‐listing, the existing Board resigned to was replaced by the incoming Board
consisting of Robert Martin, Aaron Banks and Leonard Troncone. In addition, the Company changed its name to Suvo
Strategic Minerals Limited and its ASX ticker code to “SUV”.
Other than disclosed above, there has not been in the interval between the end of the financial year and the date of
this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the
Group, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the
Group, in future financial years.
Likely developments and expected results of operations
Further information about likely developments in the operations of the Group in future years, the expected results of
those operations, the strategies of the Group and its prospects for future financial years has not been included in this
report.
Environmental regulation
The Directors are not aware of any environmental law that is not being complied with.
Dividends
No dividends were paid or declared since the end of the previous financial year. The Directors do not recommend a
payment of a dividend in respect of the current financial year.
Page | 9
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Share options
Unissued shares under option
At the date of this report unissued ordinary shares of the Company under option are:
Directors’ Report
Unlisted options
Expiry date
Description
03/09/2022
30/07/2023
30/07/2023
30/07/2023
Unlisted Options
Lead Manager Options
Director Options
Advisor Options
Exercise price
Number of shares
(AUD)
0.08
0.03
0.03
0.03
5,166,670
45,616,903
11,250,000
45,000,000
107,033,573
These options do not entitle the holder to participate in any share issue of the Company or any other body corporate.
Shares issued on exercise of options
No ordinary shares have been issued as a result of the exercise of options by the Company, during or since the end of
the financial year.
Performance Rights
Unissued shares under performance rights
At the date of this report unissued ordinary shares of the Company subject to performance rights are:
Expiry date
Description
Exercise price
Number of shares
30/07/2025
Director Performance Rights
(AUD)
‐
40,000,000
40,000,000
These performance rights entitle the holder to convert them into ordinary shares of the Company upon achieving
predetermined performance milestones.
Shares issued on exercise of performance rights
No ordinary shares have been issued as a result of the exercise of performance rights by the Company, during or since
the end of the financial year.
Indemnification and insurance of officers and auditors
The Company has agreed to indemnify the Directors of the Company and the Company Secretary against all liabilities
to any other person (other than the Company) that may arise from their position as Directors and Officers of the
Company, except where the liability arises out of conduct involving a lack of good faith. This agreement stipulates that
the Company will meet the full amount of any such liabilities, including costs and expenses.
The Parent Entity has paid premiums during the financial year in respect of a contract insuring the Directors and Officers
of the Group in respect of liability resulting from these indemnities. The terms of the insurance arrangements and
premiums payable are subject to a confidentiality clause.
To the extent permitted by law, the Parent Entity has agreed to indemnify its auditors, BDO Audit (WA) Pty Ltd, as part
of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify BDO Audit (WA) Pty Ltd during or since the financial year.
Page | 10
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Directors’ meetings
Directors’ Report
The number of meetings of Directors held during the year (including meetings of committees of Directors) and the
number of meetings attended by each Director were as follows:
Doron Nevo
Kobi Ben-Shabat
Yury Nehushtan
John Paitaridis
David Wheeler1
Anthony Brown
Held
3
5
3
5
1
4
Attended
3
5
2
5
1
4
Resigned 30 November 2019
Resigned 10 November 2019
Resigned 28 August 2019
Appointed 23 September 2019
A total of five meetings were held during the year.
Proceedings on behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings
to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of
those proceedings.
Non-audit services
The Company’s auditor, BDO Audit (WA) Pty Ltd, was appointed auditor of the Company in May 2018.
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Company and/or the group are important.
Details of the amounts paid or payable to the auditor for audit and non‐audit services provided during the year are set
out below.
The Board has considered the position, in accordance with advice received from the audit committee and is satisfied
that the provision of the non‐audit services is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non‐audit services by the auditor,
as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the
following reasons:
all non‐audit services have been reviewed by the audit committee to ensure they do not impact the
impartiality and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants.
During the year the following fees were paid or payable for non‐audit services provided by the auditor of the parent
entity, its related practices and non‐related audit firms:
Remuneration of the auditor of the entity for:
The audit and review of the financial report of the Group:
BDO Audit (WA)
Amounts paid
BDO Audit (Israel)
Amounts paid
Non audit services provided during the year – BDO Corporate Finance (WA) Pty Ltd –
Investigating Accountants Report
2020
$
2019
$
26,798
54,160
10,740
32,900
37,538
87,060
15,633
‐
Page | 11
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Directors’ Report
Lead Auditor’s Independence Declaration under Section 307C of the
Corporations Act 2001
The lead auditor’s independence declaration is set out on page 18 and forms part of the Directors’ Report for the year
ended 30 June 2020.
On behalf of the Board of Directors, I take this opportunity to thank all of our staff and consultants for their time and
effort over the past 12 months. In addition, I also take this opportunity to thank our shareholders for their continued
support and encouragement.
Signed in accordance with a resolution of the Board of Directors:
Robert Martin
Executive Chairman
31 August 2020
.
Page | 12
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Audited Remuneration Report
The Remuneration Report sets out information relating to the remuneration of the Company’s key management
personnel.
Audited Remuneration Report
Other than the short‐term and long‐term performance incentives, remuneration is not linked to the performance of
the Company.
The Remuneration Report is set out under the following main headings:
A.
B.
C.
Remuneration policies
Details of Directors and Company Executives (Key Management Personnel)
Options and rights over equity instruments granted as compensation
All remuneration is presented in Australian dollars (unless otherwise stated).
A.
Remuneration policies
The Board has adopted a framework for corporate governance, including policies dealing with Board and Executive
remuneration. Policies adopted by the Board reflect the relative stage of development of the Company, having regard
for the size and structure of the organisation.
Remuneration levels are competitively set to attract and retain appropriately qualified and experienced Directors and
Senior Executives. The remuneration packages of Executive Directors provide for a fixed level of remuneration. Other
than as noted below Executive remuneration packages do not have guaranteed equity based components or
performance based components.
Fixed remuneration
Fixed remuneration consists of base remuneration (salary or consulting fees) including any FBT charges as well as
employer contributions to superannuation funds, where applicable.
Remuneration levels are reviewed annually by the Board of Directors.
Performance linked remuneration
Long‐term incentives can be provided as ordinary shares and options over ordinary shares of the Company. As
determined, shareholders in general meeting will be asked to approve specific grants of shares and options to Non‐
Executive and Executive Directors as a form of remuneration.
Assessing performance and claw‐back of remuneration
The Board is responsible for assessing performance against KPIs and determining the STI and LTI to be paid. To assist in
this assessment, the Board receives detailed reports on performance from management which are based on
independently verifiably data such as financial measures, market share and data from independently run surveys.
In the event of serious misconduct or a material misstatement in the Group’s financial statements, the Board can cancel
or defer performance‐based remuneration and may also claw back performance‐based remuneration paid in previous
financial years.
Consequences of performance on shareholders wealth
In view of the relatively early stage of development of the Company's business, current remuneration policies are not
directly linked to company performance.
Page | 13
Suvo Strategic Minerals Limited
ABN 97 140 316 463
The table below shows the performance of the Group as measured by loss per share:
Audited Remuneration Report
EBITDA1
Net profit/(loss) before tax
Net profit/(loss) after tax
Share price at start of year (AUD)
Share price at end of year (AUD)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Dividends
Return on Capital
30 June 2020
(888,115)
(888,115)
(888,115)
0.025
n/a*
(0.10)
(0.10)
‐
(0.08)
30 June 2019
(5,774,254)
(5,826,254)
(5,826,254)
0.022
0.025
(0.61)
(0.61)
‐
(0.44)
30 June 2018
(3,201,929)
(3,217,470)
(3,217,470)
0.027
0.022
(0.45)
(0.45)
‐
(0.26)
$
$
$
cps
cps
cps
cps
cps
cps
Note 1: EBITDA is a non IFRS measure which represents earnings before interest, tax, depreciation and amortisation. This is unaudited.
*As at 30 June 2020, the Company’s shares were on trading halt pending ASX relisting.
Net profit/(loss) after tax
Interest
Depreciation
EBITDA1
30 June 2020
(888,115)
‐
‐
(888,115)
30 June 2019
(5,826,254)
‐
51,726
(5,774,254)
30 June 2018
(3,217,470)
‐
15,541
(3,201,929)
$
$
$
$
B.
Details of Directors and Company Executives (Key Management Personnel)
Non‐Executive Directors
The Non‐Executive Chairman was paid up to AUD$57,600 (USD: 39,987) and Non‐Executive directors were paid up to
AUD$48,000 (USD: 33,673) per annum in fees.
Director and Executive disclosures
Other than the Directors, no other person is concerned in, or takes part in, the management of the Company or has
authority and responsibility for planning, directing and controlling the activities of the entity. As such, during the
financial year, the Company did not have any person, other than Directors, that would meet the definition of “Key
Management Personnel” for the purposes of AASB124 or “Company Executive or Relevant Company Executive” for the
purposes of section 300A of the Corporations Act 2001 (“Act”). Directors and Key Management Personnel during the
reporting year:
Doron Nevo
Kobi Ben‐Shabat
Yury Nehushtan
John Paitaridis
David Wheeler
Anthony Brown
Non‐Executive Chairman (Resigned 30 November 2019)
Managing Director (Resigned 30 July 2020)
Non‐Executive Director (Resigned 10 November 2019)
Non‐Executive Director (Resigned 30 July 2020)
Non‐Executive Director (Resigned 28 August 2019)
Non‐Executive Director (Appointed 23 September 2019. Resigned 30 July 2020)
Details of Contractual provisions for Key Management Personnel
Executive Directors Remuneration
Executive Name
Mr Kobi Ben‐Shabat
Remuneration
Executive salary of USD$270,000 per annum;
Transportation reimbursements of USD$30,000 per annum;
Reimbursement of reasonable business expenses incurred in the ordinary course
of the business in accordance with the Group’s reimbursement policies; and
Services were terminated on 30 July 2020.
Non‐executive Director remuneration
The Non‐Executive Directors, Mr David Wheeler, Mr Yury Nehushtan, Mr Doron Nevo, Mr John Paitaridis and Mr
Anthony Brown were paid a consulting fee on a monthly basis. Their services may be terminated by either party at any
time.
The aggregate remuneration for non‐executive directors has been set at an amount not to exceed AUD$350,000 per
annum at the 2016 Annual General Meeting. This amount may only be increased with the approval of Shareholders at
Page | 14
Suvo Strategic Minerals Limited
ABN 97 140 316 463
a general meeting.
Loans to Directors and Executives
Audited Remuneration Report
There were no loans to directors and executives during the financial year ending 30 June 2020.
Dividends to Directors and Executives
There were no dividends to directors and executives during the financial year ending 30 June 2020.
Return of Capital to Directors and Executives
There was no return of capital to directors and executives during the financial year ending 30 June 2020.
Other transactions with Key Management Personnel
Values in this section are expressed in USD.
Reblaze Singapore Pte Ltd, a related party of Mr Kobi Ben‐Shabat, Managing Director, charged director fees and
provided re‐compliance and associated services to the Group during the prior period on normal commercial terms and
conditions. The aggregate amount recognised during the year relating to the agreement was $191,899 (30 June 2019:
$207,000), $3,469 of which was outstanding at 30 June 2020 (30 June 2019: $13,000). Mr Ben‐Shabat resigned on 30
July 2020.
Pathways Corporate Pty Ltd, a company of which Mr David Wheeler is a Director, charged director fees of $3,577 (2019:
$28,392). $Nil (2019: $Nil) was outstanding at year end. David Wheeler resigned on 28 August 2019.
JPINTL Services Pty Ltd, a company of which Mr John Paitaridis is a Directors, charged director fees of $27,929 (2019:
$25,381). $4,120 (2019: $Nil) was outstanding at year end. Mr Paitaridis resigned on 30 July 2020.
Jarvis Brown Pty Ltd, a company of which Anthony Brown is a director, charged director fees $21,494. At 30 June 2020
$1,373 was outstanding. Mr Brown was appointed a director on 23 September 2019 and resigned on 30 July 2020.
There were no other transactions with Key Management Personnel during the financial year ending 30 June 2020 other
than those disclosed above.
Page | 15
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Audited Remuneration Report
Short term
Post-employment
Share based
Payments
Key
Management Personnel
Salary &
fees
USD
Cash bonus
USD
Kobi Ben‐Shabat (Managing Director)
2020
2019
191,899
177,000
Doron Nevo1 (Non‐Executive Chairman)
2020
2019
25,804
30,457
Yury Nehushtan2 (Non‐Executive Director)
‐
25,381
2020
2019
John Paitaridis5 (Non‐Executive Director)
2020
2019
2020
2019
2020
2019
2020
2019
David Wheeler3, 5
Anthony Brown4, 5
Total Compensation
Note:
27,929
25,381
3,577
28,392
21,494
‐
270,703
286,611
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Other
monetary
benefits
USD
‐
30,000
‐
‐
‐
‐
‐
‐
‐
30,000
Non-
monetary
benefits
USD
Super-
annuation
USD
Other
USD
Shares
USD
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Performance
Rights
USD
Total
USD
‐
15,432
191,899
222,432
‐
4,409
‐
4,409
‐
7,936
‐
‐
‐
‐
25,804
34,866
‐
29,790
27,929
33,317
3,577
28,392
21,494
‐
‐
32,186
270,703
348,797
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Yury Nehushtan resigned on 10 November 2019.
1) Doron Nevo resigned on 30 November 2019.
2)
3) David Wheeler resigned 28 August 2019.
4) Anthony Brown was appointed 20 September 2019.
5)
6)
The Non‐Executive Directors were paid their monthly consulting fee in AUD.
The table above has been translated using the average monthly AUD:USD exchange rate.
Proportion of
remuneration
performance
related
%
‐
6.9
‐
12.6
‐
14.8
‐
23.8
‐
‐
‐
‐
‐
9.2
Page | 16
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Audited Remuneration Report
C.
Options and rights over equity instruments granted as compensation
No performance rights were issued to key management personnel as incentive awards during the year.
Modification of terms of equity‐settled share‐based payment transactions
No terms of equity‐settled share‐based payment transactions (including options and rights granted as compensation to
a key management person) have been altered or modified by the issuing entity during the reporting period.
Exercise of options granted as compensation
During the period there were no shares issued as a consequence of the exercise of options previously granted as
remuneration.
Options and rights over equity instruments
The movement during the reporting period in the number of options over ordinary shares in the Company held, directly,
indirectly or beneficially, by each key management person, including their related parties, is as follows:
Held at
1 July 2019
Granted Lapsed
Other
Changes 1
Held at
30 June
2020
Vested
during the
year
Vested and
exercisable at
30 June 2020
Directors
Kobi Ben‐Shabat
Yury Nehushtan
Doron Nevo
John Paitiaridis
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐ (2,000,000)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
David Wheeler
2,000,000
David Wheeler resigned 28 August 2019.
(1)
Movements in performance rights
There were no performance rights on issue during the current or prior year.
Movements in shares
The movement during the reporting period in the number of ordinary shares in the Company held, directly, indirectly
or beneficially, by each key management person, including their related parties, is as follows:
2020
Directors
Held at
1 July 2019
Acquired Disposed
Share
consolidation
Other
Changes
Held at
30 June 2020
Nominally
held at
30 June 2020
Kobi Ben‐Shabat
55,441,481
Yury Nehushtan 1
13,405,981
Doron Nevo 2
John Paitiaridis
David Wheeler 3
5,937,500
9,000,000
1,750,000
‐
Anthony Brown 4
(1)
(2)
(3)
(4)
Yury Nehushtan resigned 10 November 2019
Doron Nevo resigned 30 November 2019
David Wheeler resigned 28 August 2019.
Anthony Brown was appointed 20 September 2019.
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(49,897,331)
666,666
7,210,816
7,210,816
‐
‐
(13,405,981)
(5,937,500)
‐
‐
‐
‐
(8,100,000)
‐
900,000
900,000
‐
(1,750,000)
‐
‐
(2,475,000)
2,750,000
275,000
275,000
Voting of shareholders at last year’s annual general meeting
The Company received 94.4% of “yes” votes on its remuneration report for the 2019 financial year. The Group did not
receive any specific feedback at the AGM or throughout the year on its remuneration practices
End of audited Remuneration Report.
Page | 17
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE DEAN JUST TO THE DIRECTORS OF SUVO STRATEGIC MINERALS
LIMITED
As lead auditor of Suvo Strategic Minerals Limited for the year ended 30 June 2020, I declare that, to
the best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Suvo Strategic Minerals Limited and the entities it controlled during
the period.
Dean Just
Director
BDO Audit (WA) Pty Ltd
Perth, 31 August 2020
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Consolidated statement of profit or loss and other comprehensive income
Financial statements
Consolidated statement of profit or loss and other comprehensive
income
for the year ended 30 June 2020
Consolidated
Note
2
2
3
23
14
4
7
Other income
Revenue
General and administrative expenses
Corporate expenses
Sales and marketing expenses
Other expenses
Option expense
Share based payments
Loss before income tax from continuing
operations
Income tax benefit
Loss after income tax from continuing operations
Gain / (Loss) from discontinued operations
Net loss
Other comprehensive income, net of tax
Foreign currency
Foreign currency reclassified to profit or loss
Total comprehensive loss
Loss attributable to members of Suvo Strategic
Minerals Limited
Total comprehensive loss attributable to
members of Suvo Strategic Minerals Limited
2020
$
30,155
3,260
(385,050)
(490,635)
(6,942)
(39,429)
(208,079)
‐
(1,096,720)
‐
(1,096,720)
208,605
(888,115)
73,919
(411,123)
(337,204)
2019
$
881
1,182
(268,011)
(378,424)
(20,651)
(21,060)
‐
(35,858)
(721,914)
‐
(721,941)
(5,104,313)
(5,826,254)
(95,169)
‐
(5,921,423)
(888,115)
(5,826,254)
(1,225,319)
(5,921,423)
Basic and diluted gain/(loss) per share:
From continuing operations (cents per share)
From discontinued operations (cents per share)
6
6
(0.13)
0.03
(0.08)
(0.53)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes.
Page | 19
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Consolidated statement of financial position
Consolidated statement of financial position
as at 30 June 2020
Consolidated
Note
2020
$
2019
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Financial assets held at fair value
TOTAL CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Other creditors
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
8
9
10
11
11
12
13
240,027
63,058
17,947
321,032
321,032
104,545
‐
104,545
104,545
216,487
12,904,230
2,234,107
(14,921,850)
216,487
1,411,618
88,803
14,925
1,515,347
1,515,347
104,158
70,153
174,311
174,311
1,341,036
12,803,460
2,532,896
(13,995,320)
1,341,036
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Page | 20
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Consolidated statement of changes in equity
Consolidated statement of changes in equity
for the year ended 30 June 2020
Issued
Capital
Accumulated
Losses
Foreign
Exchange
Reserve
Share Based
Payments
Reserve
Total
Note
$
$
$
$
Balance at 30 June 2018
12,548,100
(8,169,066)
18,339
2,547,351
6,944,724
Loss attributable to members of the entity
Other comprehensive income
Total comprehensive loss for the period
Transactions with owners in their capacity as owners
Issue of share capital
Share based payments ‐ performance rights issued
Cost of capital
Balance at 30 June 2019
Loss attributable to members of the entity
Other comprehensive income
Total comprehensive loss for the period
Transfer from reserves to accumulated losses
Transactions with owners in their capacity as owners
‐
‐
‐
(5,826,254)
‐
‐
(95,169)
(5,826,254)
(95,169)
12a
14
12a
281,877
‐
(26,517)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(5,826,254)
(95,169)
(5,921,423)
281,877
35,858
35,858
26,517
‐
12,803,460 (13,995,320)
(76,830) 2,609,726
1,341,036
‐
‐
‐
‐
(888,115)
‐
‐
(337,204)
(888,115) (337,204)
‐
‐
‐
(888,115)
(337,204)
1,225,319)
(38,415)
‐
‐
38,415
‐
‐
100,770
Issue of share capital
12a
100,770
‐
Balance at 30 June 2020
12,904,230 (14,921,850) (414,034) 2,648,141
216,487
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Page | 21
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Consolidated statement of cash flows
Consolidated statement of cash flows
for the year ended 30 June 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Research and development
Interest received
Return of security deposit
Option fee paid
Receipts from Customers
Note
2
Consolidated
2020
$
2019
$
(1,022,737)
(1,047,961)
(47,510)
(798,333)
32
19,637
(208,079)
881
‐
‐
‐
83,113
Net cash utilised in operating activities
16
(1,258,657)
(1,762,300)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of intangible assets
Purchase of plant and equipment
Proceeds from sale of plant and equipment
Net cash (used in)/from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Payment of share issue costs
Net cash from financing activities
‐
‐
‐
‐
665,000
(26,000)
188,523
827,523
33,590
281,876
‐
‐
33,590
281,876
Net (decrease)/increase in cash and cash equivalents held
(1,225,067)
(652,901)
Cash and cash equivalents at beginning of financial year
1,411,618
2,159,687
Net foreign exchange differences
Cash and cash equivalents at end of financial year
8
53,476
240,027
(95,168)
1,411,618
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Page | 22
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Notes to the consolidated financial statements
Notes to the consolidated financial statements for the year ended
30 June 2020
Note 1: Statement of significant accounting policies
The following is a summary of the significant accounting policies adopted by the Group in the preparation of the financial
report. The accounting policies have been consistently applied, unless otherwise stated.
The financial report covers the consolidated entity of Suvo Strategic Minerals Limited (formerly Ultracharge Limited)
(“the legal Parent”) and its subsidiary (“the Group”). Suvo Strategic Minerals Limited (ASX: SUV) is a listed public
company, incorporated and domiciled in Australia.
Reporting basis and conventions
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards including Australian Accounting Interpretations, other authoritative pronouncements of the
Australian Accounting Standards Board and the Corporations Act 2001. The Company is a for‐profit entity for the
purpose of preparing the financial statements.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial
report containing relevant and reliable information about transactions, events and conditions to which they apply.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with
International Financial Reporting Standards.
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 annual reporting period. Those which
have a material impact on the Group are set out below.
The financial report has been prepared on an accruals basis and is based on historical costs.
All amounts presented are in US dollars. The Group’s functional currency was historically US dollars. All assets at 30
June 2020 are held in Australia and in subsequent reports performance will be reported in Australian dollars.
The financial report was authorised for issue by the Directors on 31 August 2020.
B a s is o f Prep arat ion
Accounting policies
a .
Ad op t ion o f new and r ev i s e d ac coun ting standard s
A number of new or amended standards became applicable for the current reporting period and the Group had to
change its accounting policies as a result of the adoption of the following standards:
AASB 16 Leases
AASB 16 replaces AASB 117 Leases. AASB 16 removes the classification of leases as either operating leases of finance
leases‐for the lessee – effectively treating all leases as finance leases.
The Company has no leases that are impacted by the adoption of AASB 16 and therefore there is no impact on the
financial report.
Interpretation 23 Uncertainty over Income Tax Treatments
This Interpretation clarifies how to apply the recognition and measurement requirements in AASB 112 when there is
uncertainty over income tax treatments. In such a circumstance, an entity shall recognise and measure its current or
deferred tax asset or liability applying the requirements in AASB 112 based on taxable profit (tax loss), tax bases, unused
tax losses, unused tax credits and tax rates determined applying this Interpretation.
There are no income tax matters of an uncertain nature that impact the financial statements of the Company.
Page | 23
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Notes to the consolidated financial statements
Note 1: Statement of significant accounting policies (cont’d)
a .
Ad op t ion o f new and r ev i s e d ac coun ting standard s
AASB 2019‐1 Amendments to Australian Accounting Standards:
Annual Improvements 2015‐2018 Cycle [AASB 3, AASB 11, AASB 112 & AASB 123]
The following improvements were finalised in December 2018:
AASB 3 ‐ clarified that obtaining control of a business that is a joint operation is a business combination achieved
in stages.
AASB 11 ‐ clarified that the party obtaining joint control of a business that is a joint operation should not
remeasure its previously held interest in the joint operation.
AASB 112 ‐ clarified that the income tax consequences of dividends on financial instruments classified as equity
should be recognised according to where the past transactions or events that generated distributable profits
were recognised.
AASB 123 ‐ clarified that if a specific borrowing remains outstanding after the related qualifying asset is ready for
its intended use or sale, it becomes part of general borrowings.
The amendments to these Accounting Standards have no impact on the financial statements of the Company.
Standards and Interpretations in issue not yet adopted
The Directors have also reviewed all Standards and Interpretations in issue not yet adopted for the year ended 30 June
2020. Those which may have a material impact on the Group are set out below.
b .
B a s is o f c onso l id at i on
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 30 June
2020. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls
an investee if and only if the Group has:
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities
of the investee);
Exposure, or rights, to variable returns from its involvement with the investee; and
The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant
facts and circumstances in assessing whether it has power over an investee, including:
The contractual arrangement with the other vote holders of the investee;
Rights arising from other contractual arrangements; and
The Group’s voting rights and potential voting rights.
The Group re‐assesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control
over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses
of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from
the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the
parent of the Group and to the non‐controlling interests, even if this results in the non‐controlling interests having a
deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies into line with the Group’s accounting policies. All intra‐group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group are eliminated in full on
consolidation.
Page | 24
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Notes to the consolidated financial statements
Note 1: Statement of significant accounting policies (cont’d)
A change in ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If
the Group loses control over a subsidiary, it:
De‐recognises the assets (including goodwill) and liabilities of the subsidiary
De‐recognises the carrying amount of any non‐controlling interests
De‐recognises the cumulative translation differences recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investments retained
Recognises any surplus or deficit in profit and loss
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as
appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.
c .
R e venue Rec ogn ition
Revenue is measured at the fair value of the consideration received or receivable. Interest income is brought to
account on an accruals basis using the effective interest rate method and, if not received at the end of the reporting
period, is reflected in the statement of financial position as a receivable
d.
F o re ign Curr ency T ra n s la t io n
Functional and presentation currency
Items included in the financial statements of each of the Company’s entities are measured using the currency
of the primary economic environment in which the entity operates (‘the functional currency’). The functional
and presentation currency of Suvo Strategic Minerals Limited is United States dollars.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year‐end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the statement of profit or loss and other comprehensive
income.
Group entities
The results and financial position of all the Company entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
assets and liabilities for each statement of financial position presented are translated at the closing
rate at the date of that statement of financial position;
income and expenses for each statement of profit or loss and other comprehensive income are
translated at average exchange rates (unless this is not a reasonable approximation of the rates
prevailing on the transaction dates, in which case income and expenses are translated at the dates of
the transactions); and
all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities
are taken to foreign currency translation reserve.
When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a
proportionate share of such exchange differences are recognised in the statement of profit or loss and other
comprehensive income, as part of the gain or loss on sale where applicable.
Page | 25
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Notes to the consolidated financial statements
Note 1: Statement of significant accounting policies (cont’d)
e .
I n c om e ta x
The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred
tax expense (income).
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities
(assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation
authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances
during the year as well unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit
or loss when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result
where amounts have been fully expensed but future tax deductions are available. 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 assets and liabilities are calculated at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting
date. Their measurement also reflects the manner in which management expects to recover or settle the
carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent
that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset
can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, deferred tax assets and liabilities
are not recognized where the timing of the reversal of temporary differences can be controlled and it is not
probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set‐off exists and it is intended
that net settlement or simultaneous realisation and settlement of respective asset and liability will occur.
Deferred tax assets and liabilities are offset where a legally enforceable right of set‐off exists, the deferred tax
assets and liabilities relate to income taxes levied by the same taxation authority on either the same entity or
different taxable entities where it is intended that net settlement or simultaneous realisation and settlement
of the respective asset and liability will occur in future periods in which significant amounts of deferred tax
assets or liabilities are expected to be recovered or settled.
f .
O the r ta xes
Revenues, expenses and assets are recognised net of the amount of GST except:
when the GST incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part
of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority
are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
Page | 26
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Notes to the consolidated financial statements
Note 1: Statement of significant accounting policies (cont’d)
g .
C a sh and cash equ iva len t s
Cash and cash equivalents include deposits held at call with banks with original maturities of three months or
less.
h .
F in anc i a l Inst ru ment s
Initial recognition and measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity
becomes a party to the contractual provisions of the instrument.
Financial instruments are initially measured at fair value plus transactions costs where the instrument is not
classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair
value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and
measured as set out below.
Classification and subsequent measurement
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are
applied to determine the fair value for all unlisted securities, including recent arm’s length transactions,
reference to similar instruments and option pricing models.
(i)
Loans and receivables
Loans and receivables are non‐derivative financial assets with fixed or determinable payments that are not
quoted in an active market and are subsequently measured at amortised cost.
Loans and receivables are included in current assets, except for those which are not expected to mature within
12 months after the end of the reporting period. (All other loans and receivables are classified as non‐current
assets.)
(ii)
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are
classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i)
held for trading, where they are acquired for the purpose of selling in the short‐term with an intention of
making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value
movements are recognised in profit or loss.
(iii)
Financial liabilities
Non‐derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised
cost. Gains or losses are recognised in the Statement of profit or loss through the amortisation process and
when the financial liability is derecognised.
Derivative instruments
The Group does not trade or hold derivatives.
Financial guarantees
The Group has no material financial guarantees.
Impairment
At the end of each reporting period, the Group assesses whether there is objective evidence that a financial
asset has been impaired. An impairment exists if one or more events that has occurred since the initial
recognition of the asset (an incurred ‘loss event’) has an impact on the estimated future cash flows of the
financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may
include indications that the debtor or a group of debtors is experiencing significant financial difficulty, default
or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other
financial reorganisation and observable data indicating that there is a measurable decrease in the estimated
future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
Page | 27
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Notes to the consolidated financial statements
Note 1: Statement of significant accounting policies (cont’d)
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flow expires or the asset is
transferred to another party whereby the entity no longer has any significant continuing involvement in the
risks and benefits associated with the asset.
Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired.
The difference between the carrying value of the financial liability extinguished or transferred to another party
and the fair value of consideration paid, including the transfer of non‐cash assets or liabilities assumed, is
recognised in profit or loss.
i.
I m p a i r men t o f non ‐ financ ial assets
At each reporting date, the Group reviews the carrying values of its tangible 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 income
statement.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash‐generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
j .
I n t an g ib l e A s s e t s
Separately acquired intangible assets are measured on initial recognition at cost including directly attributable
costs. Intangible assets acquired in a business combination are measured on initial recognition at fair value at
the acquisition date.
Intangible assets with a finite useful life are amortized over their useful life and reviewed for impairment
whenever there is an indication that the asset may be impaired. The amortization period and the amortization
method for an intangible asset are reviewed at least at each year end.
Intangible assets with indefinite useful lives are not systematically amortized and are tested for impairment
annually or whenever there is an indication that the intangible asset may be impaired. The useful life of these
assets is reviewed annually to determine whether their indefinite life assessment continues to be supportable.
If the events and circumstances do not continue to support the assessment, the change in the useful life
assessment from indefinite to finite is accounted for prospectively as a change in accounting estimate and on
that date the asset is tested for impairment. As of 30 June 2020, the Group has recorded intangible assets
amounting to $Nil.
Page | 28
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Notes to the consolidated financial statements
Note 1: Statement of significant accounting policies (cont’d)
k .
P r o p e rt y , p la nt an d equip ment
Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated
depreciation and impairment losses.
Plant and equipment
Plant and equipment is measured on the cost basis.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets is depreciated on a reducing balance basis over their useful lives to
the Group commencing from the time the asset is held ready for use. The depreciation rates used for each
class of depreciable assets for 2020 and 2019 are:
Class of Fixed Asset
Depreciation Rate
Plant and equipment
5‐10%
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet
date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains
and losses are included in the consolidated statement of comprehensive income.
l.
Con t ributed equ ity
Ordinary shares are classified as equity. Ordinary shares have no par value and the Company does not have a
limited amount of authorised capital.
Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity
proceeds, net of any income tax benefit.
m.
Sh are based pay ments
Share‐based payments
Employees (including senior executives) of the Group received remuneration in the form of share‐based
payments, whereby employees receive equity instruments as consideration for services rendered (equity‐
settled transactions).
Equity‐settled transactions
The cost of equity‐settled transactions is determined by the fair value at the date when the grant is made using
an appropriate valuation model. That cost is recognised, together with a corresponding increase in
other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled
in employee benefits expense. The cumulative expense recognised for equity‐settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s
best estimate of the number of equity instruments that will ultimately vest.
The statement of profit or loss expense or credit for a period represents the movement in cumulative expense
recognised as at the beginning and end of that period and is recognised in employee benefits expense.
No expense is recognised for awards that do not ultimately vest, except for equity‐settled transactions for
which vesting is conditional upon a market or non‐vesting condition. These are treated as vesting irrespective
of whether or not the market or non‐vesting condition is satisfied, provided that all other performance and/or
service conditions are satisfied.
Page | 29
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Notes to the consolidated financial statements
Note 1: Statement of significant accounting policies (cont’d)
n .
D isc ontinued op e ra t ions
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified
as held for sale and that represents a separate major line of business or geographical area of operations, is part
of a single co‐ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary
acquired exclusively with a view to resale. The results of discontinued operations are presented separately on
the face of the statement of profit or loss and other comprehensive income.
o .
C r i t ica l accounting e st im a t e s an d jud gm en t s
The Directors make estimates and judgments in preparing the financial report 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.
Key estimates:
Impairment
In assessing impairment, management estimates the recoverable amount of each asset or cash‐generating unit
based on the fair value less cost of disposal. The company reviews intangible assets for impairment once a year
or more frequently if events or changes in circumstances indicate that there is impairment. An impairment loss
is recognised if the recoverable amount of the cash‐generating unit to which goodwill has been allocated is
lower than the carrying value of the cash generating unit.
The Directors make estimates and judgments in preparing the financial report 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.
Share based payments
Share‐based payments are measured at the fair value of goods or services received or the fair value of the
equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured,
and are recorded at the date the goods or services are received. The fair value of options is determined using
the Black‐Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted
at the end of each reporting period such that the amount recognised for services received as consideration for
the equity instruments granted is based on the number of equity instruments that eventually vest.
n .
C r i t ica l accounting e st im a t e s an d jud gm en t s (contin ued )
Deferred tax assets
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will
be available against which the losses can be utilised. Significant management judgement is required to
determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level
of future taxable profits together with future tax planning strategies.
Deferred tax assets have not been recognised because it is not probable that future taxable profit will be
available against which the Group can utilise the benefits therefrom.
Judgements:
In the process of applying the Group’s accounting policies, management has made a number of judgements.
However, other than in the application of estimates noted above, no judgements are critical to the carryting
value of any assets or liabilities at 30 June 2020 or the results for the year.
p .
S eg me nt r ep o rt ing
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the Board of Directors of Suvo
Strategic Minerals Limited.
Page | 30
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Notes to the consolidated financial statements
Note 1: Statement of significant accounting policies (cont’d)
q .
E ar ni ng s p er sh ar e
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to members of Suvo Strategic Minerals
Limited, by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share
Earnings used to calculate diluted earnings per share are calculated by adjusting the basic earnings by the after‐
tax effect of dividends and interest associated with dilutive potential ordinary shares. The weighted average
number of shares used is adjusted for the weighted average number of ordinary shares that would be issued
on the conversion of all the dilutive potential ordinary shares into ordinary shares.
Note 2: Revenue and Other Income
Other revenue
Interest income
Foreign exchange gains
Note 3: Corporate and Legal Expenses
Stock exchange fees
Company secretarial cost
Legal fees
Consultants
Corporate advisory fees
Other corporate expenses
Note
Consolidated
2020
$
3,260
32
30,123
33,415
Consolidated
2020
$
73,876
25,590
226,216
31,256
72,791
60,906
490,635
2019
$
1,182
881
‐
2,063
2019
$
39,127
27,889
130,303
111,971
29,031
40,103
378,424
Page | 31
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 4: Income tax
Notes to the consolidated financial statements
a.
Income tax benefit
Loss from continuing operations
Prima facie tax benefit on the loss from ordinary activities before
income tax at 27.5% (2019: 27.5%) differs from the income tax
provided in the financial statements as follows:
Tax benefit at 27.5%
Add tax effect of:
Tax losses and temporary differences not recognised
Income tax benefit attributable to operating loss
b. Unrecognised deferred tax assets
Deferred tax assets have not been recognised In respect of the
following item:
Deferred tax assets
Unused tax losses
Deductible temporary differences
Net unrecognised tax balances
Consolidated
2020
$
2019
$
(1,038,286)
(721,941)
(285,5229)
(198,534)
285,529
198,534
‐
‐
273,531
11,998
285,529
190,134
8,400
198,534
1Tax disclosures relate to the parent entity as the group is not tax consolidated
The deductible 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 therefrom.
Note 5: Auditor’s remuneration
Remuneration of the auditor (BDO WA) of the entity for:
The audit and review of the financial report of the Group
‐
Current year
26,798
54,160
Entity
2020
$
2019
$
Remuneration of the auditor (BDO Israel) of the entity for:
The audit and review of the financial report of the Group
‐
Current year
Non audit services provided during the year ‐ BDO Corporate Finance (WA) Pty
Ltd – Investigating Accountants Report
10,740
37,538
15,633
32,900
87,060
‐
Page | 32
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 6: Earnings per share
Basic Loss per Share
a. Basic loss per
Notes to the consolidated financial statements
Entity
2020
$
2019
$
Loss from continuing operations attributable to ordinary shareholders
(1,038,286)
(721,941)
Loss per share from continuing operations
(0.10)
No.
(0.08)
No.
b. Weighted average number of ordinary shares
outstanding during the year used in calculating basic EPS
825,808,455
948,426,738
Diluted Loss per Share
Basic loss per share
a.
Loss from continuing operations attributable to ordinary shareholders
(1,038,286)
(721,941)
Loss per share from continuing operations
(0.10)
No.
(0.08)
No.
b. Weighted average number of ordinary shares
outstanding during the year used in calculating diluted EPS
825,808,455
948,426,738
Performance Rights on issue
Performance rights were issued to key management personnel as incentive awards. Holders of performance rights do
not have any voting or dividend rights in relation to the performance rights.
As at the date of this report, there are no performance rights on issue.
No options have been granted since the end of the financial year.
Page | 33
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 7 Discontinued Operations
Notes to the consolidated financial statements
During the year the Group discontinued operations of conducting research and development of lithium‐ion battery
technology in Israel. The Israeli business ceased operations on 31 December 2019. During the year the discontinued
operations profit or loss was as follows:
Other income
General and administrative expenses
Sales and marketing expenses
Research and development
Other expenses
Impairment loss on intangible assets
Loss on disposal of Property plant and equipment
Foreign exchange gain transferred from reserves
Loss before income tax from discontinued operations
Income tax expense
Loss after tax from discontinued operations
Consolidated
2020
$
2019
$
634
662,511
‐
(69,448)
(363,640)
(253)
(45,093)
(142,901)
(792,437)
9,450
‐
‐
‐
(4,534,937)
(30,717)
411,123
‐
208,605
(5,104,313)
‐
‐
208,605
(5,104,313)
Earnings/(loss) per share (cnets per share)
0.03
(0.53)
Net cash flows from discontinued operations
Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
Note 8: Cash and cash equivalents
CURRENT
Cash at bank
31 December 2019
$
30 June 2019
$
(187,480)
(429,132)
‐
‐
(25,222)
‐
(187,480)
(454,354)
Consolidated
2020
$
2019
$
240,027
1,411,618
Page | 34
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 9: Trade and other receivables
Notes to the consolidated financial statements
CURRENT
Accounts receivable
Other assets
Note 10: Financial assets held at fair value
Opening balance
Received as consideration for intangible asset sale
Changes in fair value
Closing balance
Consolidated
2020
$
‐
63,058
63,058
Consolidated
2020
$
14,925
‐
3,022
17,947
2019
$
60,457
28,346
88,803
2019
$
‐
13,723
1,202
14,925
On 7 May 2019, the Company sold a reactor to Dotz Nano Ltd (ASX: DTZ) for cash and 283,672 DTZ shares. The shares
have been valued at their fair value.
Note 11: Trade and other payables
CURRENT
Trade payables
Accrued expenses
Unissued capital
Note 12: Issued capital
Consolidated
2020
$
60,848
43,697
‐
2019
$
73,612
30,546
70,153
104,545
174,311
Consolidated
2020
$
2019
$
123,338,245 (2019: 1,073,380,619) fully paid ordinary shares
12,904,230
12,803,460
Page | 35
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Movement in Issued Capital
a. Ordinary shares
Notes to the consolidated financial statements
2020
No.
2020
$.
2019
No.
2019
$
At the beginning of reporting period
1,073,380,619
12,803,460
912,422,286
12,548,100
Shares issued during the year
– Shares issued to sophisticated investors
50,000,000
100,770
133,333,333
281,877
– Share consolidation (1 for 10) 1
(1,000,042,374)
– Shares to be issued to CEO as part of bonus
– Shares to be issued to consultants
– Shares to be issued as reimbursement
– Conversion of performance rights
– Less Share issue costs
At reporting date
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
7,000,000
5,000,000
2,500,000
13,125,000
‐
(26,517)
123,338,245
12,904,230
1,073,380,619
12,803,460
1 During the year the Company consolidated its share capital by issuing 1 new share in exchange for 10 old shares. Some holdings were rounded.
Terms and Conditions of Issued Capital
Ordinary Shares
Ordinary shares have the right to receive dividends as declared by the board and, in the event of winding up the Group,
to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up
on shares held. Ordinary shares entitle the holder to one vote either in person or by proxy at a meeting of the Company.
On 6 March the Company completed a 1 for 10 share consolidation, issuing 1 ordinary share in exchange for every 10
held before the share consolidation.
Note 13: Reserves
a)
Share based payment reserve
The share based payments reserve records items recognised as expenses on share based payments.
Balance at beginning of period
Shares issued as part of share issue costs
Transferred to reserves from accumulated losses
Performance Rights granted 2 December 2016
Balance as at end of period
Consolidated
2020
$
2019
$
2,609,726
2,547,351
‐
26,517
38,415
‐
‐
35,858
2,648,141
2,609,726
Page | 36
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 13: Reserves (cont’d)
b)
Foreign currency translation reserve
Notes to the consolidated financial statements
Consolidated
2020
$
2019
$
(76,830)
18,339
73,919
(95,169)
(411,123)
‐
Foreign currency translation reserve
Balance 1 July
Currency translation differences arising during the year
Written off to profit or loss
Balance 30 June
(76,830)
Exchange differences arising on translation of the foreign controlled entities are recognised in other comprehensive
income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss
when the net investment is disposed of.
(414,034)
Note 14: Share based payment
Performance Rights on issue
No performance rights were on issue during the year.
Options on issue
The following reconciles the outstanding share options at the beginning and year end of the financial year:
At the beginning of reporting period
Granted during the period
Issued during the year
Exercised during the period
Share consolidation
Expired during the period
Balance at the end of the period
Exercisable at the end of the period
Options
2020
No.
2019
No.
185,000,000 174,000,000
‐ 15,000,000
36,666,666
‐
(136,499,999)
‐
‐
‐
(80,000,000)
(4,000,000)
5,166,667 185,000,000
5,166,667 185,000,000
Each of the options entitles the holder to one fully paid ordinary share in the Group. The terms of the options on issue
are:
Grant Date Expiry date
Exercise
price
AUD $
Balance at
start of the
period
Number
Granted
during the
year
Number
Exercised
during the
year
Number
Expired
during the
year
Number
Balance at
end of the
year
Number
Vested/
Exercisable at
end of the year
Number
2 Dec 16
2 Dec 19
2 Dec 19
2 Dec 16
22 Dec 17 30 Jun 20*
18 May 18 30 Jun 20*
10 May 19 3 Sept 22*
10 May 19 3 Sept 22*
0.0625 20,000,000
0.05 50,000,000
5,000,000
5,000,000
1,500,000
3,666,667
0.5
0.5
0.08
0.08
‐
‐
‐
‐
‐
‐
‐ (20,000,000)
‐ (50,000,000)
(5,000,000)
‐
(5,000,000)
‐
‐
‐
‐
‐
‐
‐
‐
‐
1,500,000
3,666,667
‐
‐
‐
‐
1,500,000
3,666,667
* Option numbers and exercise prices have been adjusted to reflect consolidated numbers at 1 for 10
Page | 37
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 14: Share based payment (cont’d)
Options issued
Notes to the consolidated financial statements
On 14 August 2019, the Company received Shareholder approval to issue 15,000,000 unlisted options for services
provided relating to the May 2019 Capital Raising. The unlisted options were issued for nil consideration, the total
expense recognised for the options to be issued was $26,517 is recognised in equity as a share issue cost in the 2019
financial year.
Equity instrument
Shares to be issued to CEO as part of bonus
Shares to be issued to consultants
Shares to be issued as reimbursement
Options to issued as part of share issue costs
Performance Rights granted 2 December 2018
Total share based payment expense recognized for the year
Note 15: Contingent Liabilities & Commitments
Commitments
The Group had no commitments as at 30 June 2020 (2019: $279,743).
Contingent liabilities
2020
$
2019
$
-
‐
‐
‐
‐
‐
-
‐
‐
26,517
35,858
62,375
All contingent liabilities under the terms of the ETV Energy Pty Ltd IP purchase agreement have lapsed with the
termination of the R&D operations.
The Group has no contingent assets or liabilities at 30 June 2020.
Note 16: Cash Flow Information
a.
Reconciliation of cash flows used in operations with loss
after income tax
Loss after income tax
Non‐cash flows in loss
Depreciation and impairment of fixed assets
Share based payments
Profit on sale of intangible assets
Loss on sale of plant and equipment
Unrealised foreign exchange gains
Changes in assets and liabilities:
(Increase)decrease in receivables
(Increase)decrease in other assets
Increase (decrease) in trade and other payables
Increase (decrease) in accrued expenses
Net cash used in operating activities
Consolidated
2020
$
2019
$
(888,115)
(5,826,254)
‐
‐
‐
‐
(411,123)
25,714
(3,260)
(14,869)
32,996
4,534,937
35,858
(580,580)
30,717
‐
150,478
14,925
(190,964)
68,583
(1,258,657)
(1,762,300)
Page | 38
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 16: Cash Flow Information
Notes to the consolidated financial statements
There was no non‐cash transactions in investing or financing activities during the year.
Note 17: Related parties transactions
a) Parent entity
The parent entity within the Group is Suvo Strategic Minerals Limited.
b) Subsidiary
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in
accordance with the accounting policy described in note 1:
Name
Far North Minerals Pty Ltd1
Ultracharge Ltd2
Country of
Incorporation
Australia
Class of shares
Ordinary
Israel
Ordinary
2020
%
100%
100%
2019
%
100%
100%
Holding
Note 1: The subsidiary is currently dormant.
Note 2: During the year Ultracharge Ltd was deregistered.
c) Key management personnel
Compensation of key management personnel
Short‐term employee benefits
Post‐employment benefits
Other benefits
Share based payments
Total compensation
Entity
2020
$
2019
$
270,703
316,611
‐
‐
‐
‐
‐
32,186
270,703
348,797
Detailed remuneration disclosures are provided in the Remuneration Report on pages 13 to 17.
Other transactions with key management personnel
Reblaze Singapore Pte Ltd, a related party of Mr Kobi Ben‐Shabat, Managing Director, charged the Group director
fees and CEO bonus and provided re‐compliance and associated services to the Group during the prior period on
normal commercial terms and conditions. The aggregate amount recognised during the year relating to the
agreement was $191,899 (30 June 2019: $207,000), $3,469 of which was outstanding at 30 June 2020 (30 June
2019: $13,000).
Pathways Corporate Pty Ltd, a company of which Mr David Wheeler is a Director, charged the Group director fees
of $3,577 (2019: $28,392). $Nil (2019: $Nil) was outstanding at year end. David Wheeler resigned 28 August 2019.
JPINTL Services Pty Ltd, a company of which Mr John Paitaridis is a Directors, charged the Group director fees of
$27,929 (2019: $25,381). $4,120 (2019: $Nil) was outstanding at year end.
Jarvis Brown Pty Ltd , a company of which Anthony Brown is a Director, charged the Group director fees of $21,494
of which $1,373 was outstanding at 30 June 2020.
There were no other transactions with Key Management Personnel during the financial year ending 30 June 2020
other than those disclosed above.
d) Dividends
No dividends were received from the subsidiaries in the 2020 or 2019 financial year.
Page | 39
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 18: Parent entity information
Notes to the consolidated financial statements
The individual financial statements for the parent entity show the following aggregate amounts. The information
presented has been prepared using accounting policies as disclosed in Note 1.
Financial Position
Current assets
Total assets
Current liabilities
Total liabilities
Shareholder’s equity
Issued capital
Reserves
Accumulated losses
Financial Performance
Loss for the year
Total comprehensive loss
2020
$
2019
$
321,031
321,031
104,545
104,545
589,341
1,459,133
115,731
115,731
13,931,946
2,234,109
(15,949,569)
216,486
13,831,176
2,366,532
(14,854,306)
1,343,402
(1,092,263)
(1,095,263)
(4,595,448)
(4,595,448)
Contingencies of the Parent Entity
There are no contingent liabilities involving the parent entity (2019: Nil).
Guarantees of the Parent Entity
There are no guarantees involving the parent entity (2019: Nil).
Contractual commitments of the Parent Entity
As noted in Note 15 the parent entity has no commitments at 30 June 2020 (2019: 221,633)
Note 19: Financial instruments
Financial risk management
The Group’s financial instruments consist mainly of deposits with banks, investments and accounts payable.
The main risks the Group is exposed to through its financial instruments is interest rate risk and credit risk.
a)
Interest rate risk
From time to time the Group has significant interest bearing assets, but they are as a result of the timing of equity
raising and capital expenditure rather than a reliance on interest income. The interest rate risk arises on the rise
and fall of interest rates. The Group’s income and operating cash flows are not expected to be materially exposed
to changes in market interest rates in the future and the exposure to interest rates is limited to the cash and cash
equivalents balances.
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a
result of changes in market interest rates and the effective weighted average interest rates on classes of financial
assets and financial liabilities, is below:
Page | 40
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 19: Financial instruments (cont’d)
Notes to the consolidated financial statements
Floating
Interest
Rate
Non‐
interest
bearing
2020
Floating
Interest
Rate
Non‐
interest
bearing
2019
US$
US$
Total US$
US$
US$
Total US$
Financial assets
‐ Within one year
Cash and cash equivalents
240,027
‐
240,027 1,411,618
‐ 1,411,618
Other receivables
Financial assets held at fair value
Total financial assets
Weighted average interest rate
‐
‐
240,027
0.00
63,058
17,947
81,005
‐
63,058
17,947
‐
‐
88,803
14,925
88,803
14,925
321,032 1,411,618
103,728 1,515,346
‐
0.00
‐
‐
Financial Liabilities
‐ Within one year
Trade and other Payables
Other liabilities
Total financial liabilities
‐
‐
‐
104,545
104,545
‐
‐
104,545
104,545
‐
‐
‐
104,158
104,158
70,153
70,153
174,311
174,311
Weighted average interest rate
Net financial assets
n/a
‐
‐
n/a
‐
‐
240,027
(23,540)
216,487 1,411,618
(70,583) 1,341,037
b)
Interest rate sensitivity
The following table demonstrates the sensitivity of the Group’s consolidated statement of profit or loss and other
comprehensive income to a reasonably possible change in interest rates, with all other variables constant.
Change in Basis Points
Increase 100 basis points
Decrease 100 basis points
Effect on Post Tax Loss
($)
Increase/(Decrease)
2020
2019
2,040
14,117
(2,040)
(14,117)
A sensitivity of 100 basis points has been used as this is considered reasonable given the current level of both short
term and long term Australian Dollar interest rates. This would represent two to four movements by the Reserve
Bank of Australia.
c) Foreign currency risk
The currency risk is the risk that the value of financial instruments will fluctuate due to change in foreign exchange
rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are
denominated in a currency that is not the Company’s functional currency. The company is exposed to foreign
exchange risk arising from various currency exposures primarily with respect to the US Dollar (the functional
currency), the New Israeli Shekel, the Australian Dollar and the Singapore Dollar.
Page | 41
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 19: Financial instruments (cont’d)
Notes to the consolidated financial statements
The Company’s policy is not to enter into any currency hedging transactions.
2020
2019
Cash and cash equivalents
Foreign Currency
USD Equivalent
Foreign Currency
USD Equivalent
New Israeli Shekels
Australian Dollar
‐
83,881
‐
57,684
3,190,565
737,021
894,557
517,041
d) Foreign currency sensitivity
The sensitivity analyses below detail the Group’s sensitivity to an increase/decrease in New Israeli Shekels and
the Australian dollar against the United States dollar. The sensitivity analysis includes only outstanding foreign
currency denominated monetary items, including external loans as well as loans to foreign operations within
the Group where the denomination of the loan is in a currency other than the currency of the lender or the
borrower and adjusts their translation balance date for a 100 basis point change in foreign currency rates.
At balance date, if foreign exchange rates had been 100 basis point higher or lower and all other variables
were held constant, the Group’s:
Change in Basis Points
Increase 100 basis points
Decrease 100 basis points
Effect on Post Tax Loss
($)
Increase/(Decrease)
2020
2019
577
(577)
14,117
(14,117)
The Group’s sensitivity to foreign exchange has reduced from the prior year
e) Credit risk
The most significant concentration of credit risk is in relation to cash and cash equivalents, with the maximum
exposure being the carrying value per the consolidated statement of financial position.
The group minimises its credit risk by using financial institutions with a credit rating of AAA.
f)
Liquidity risk
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash reserves are
maintained.
Trade and other payables are payable within 30 days.
g) Price risk
The Group is not exposed to any material commodity price risk.
h) Capital management
The Group’s policy is to maintain a strong and flexible capital base to provide investor, creditor and market
confidence to sustain future development of the business. The Group monitors the statement of financial position
strength and flexibility using cash flow forecast analysis and detailed budgeting processes.
There were no changes in the Group’s approach to capital management during the year. Risk management policies
and procedures are established with regular monitoring and reporting.
Neither the Group nor any of its subsidiaries are subject to externally imposed capital requirements.
i)
Fair value
Due to the short term nature of financial assets and liabilities their carrying amounts approximate fair value.
Page | 42
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Note 20: Company details
The registered office of the Company and principal place of business is:
Notes to the consolidated financial statements
Suvo Strategic Minerals Limited
Suite 103
Level 1, 2 Queen Street
Melbourne, VIC 3000
Note 21: Segment reporting
The Group consists of one segment operating predominately as an administration and corporate entity in Australia.
Note 22: Events occurring after the reporting period
In July 2020 the Company completed the buy‐back of 3,000,000 ordinary shares from ETV Energy Limited. The shares
were issued initially in consideration for a licence of intellectual property granted to the Company in May 2018. The
consideration for he share buy‐back was the cancellation of the licence agreement.
On 6 August 2020 the Company was officially reinstated to the ASX board. The re‐listing followed the Company’s re‐
compliance with Chapters 1 and 2 of the ASX Listing Rules. The Company’s re‐listing was approved on the back of a
capital raising via a public offer of A$5 million and the completion of the acquisitions of Mt Marshall Kaolin Pty Ltd (“Mt
Marshall”) and Watershed Enterprise Solutions Pty Ltd (“Watershed”). Details of the acquisition are outlined in note 23.
Under the public offer the Company issued 250,000,000 ordinary shares at A$0.02 each, raising A$5,000,000 before
costs.
The Company completed the acquisition of 100% of the share capital of Mt Marshall with the issue of 75,000,000
ordinary shares to the vendors. The Company completed the acquisition of 100% of the share capital of Watershed
with the issue of 75,000,000 ordinary shares to the vendors.
In addition, the Company issued the following securities:
‐
‐
‐
‐
‐
‐
8,750,000 Mt Marshall loan shares;
7,419,677 ordinary shares to two incoming directors;
40,000,000 performance rights;
11,250,000 share options to incoming directors;
45,616,903 ordinary shares to the Lead Manager of the public offer; and
45,000,000 share options to Advisors.
Upon completion of the public offer and re‐listing, the existing Board resigned and was replaced by the incoming Board
of Directors consisting of Robert Martin, Aaron Banks and Leonard Troncone. In addition, the Company changed its
name to Suvo Strategic Minerals Limited and its ASX ticker code to “SUV”.
Other than disclosed above, there has not been in the interval between the end of the financial year and the date of
this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the
Group, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the
Group, in future financial years.
Page | 43
Suvo Strategic Minerals Limited
ABN 97 140 316 463
Notes to the consolidated financial statements
Note 23: Acquisition of Mt Marshall and Watershed
During the year the Company entered into arrangements to acquire two companies that own mineral sands resource
projects in Western Australia:
‐
‐
‐
100% of the issued share capital in Watershed Enterprise Solutions Pty Ltd which holds exploration licence
E70/5001. The total consideration included payment of A$50,000 for the option to purchase the share capital
and a further payment A$100,000 to exercise that option. At 30 June 2020 the Company had paid both the
option fee and exercise fee. Completion took place on the transfer of 75,000,000 fully paid ordinary shares in
the Company to the shareholders of Watershed Enterprise Solutions Pty Ltd on 30 July 2020.
100% of the issued share capital in Mt Marshall Kaolin Pty Ltd which holds exploration licence E70/5039. The
total consideration included payment of A$50,000 for the option to purchase the share capital and a further
payment of A$100,000 to exercise that option. At 30 June 2020 the Company had paid both the option fee
and exercise fee. Completion took place on the transfer of 75,000,000 fully paid ordinary shares in the
Company to the shareholders of Mt Marshall Kaolin Pty Ltd on 30 July 2020.
Settlement occurred on 30 July 2020. At the date of acquisition, the fair value of the assets of the companies
acquired were assessed as follows:
Acquisition of Watershed and Mt Marshall
Watershed
Mt Marshall
Cash and cash equivalents
Other current assets
Non‐current assets
Current liabilities
Exploration asset
Net assets acquired
Consideration
Cash
Shares issued on completion 150,000,000 ordinary shares @$0.02
Cost of issuing shares
AUD
113,193
‐
7,919
(30,512)
1,259,400
1,350,000
‐
1,500,000
(150,000)
1,350,000
AUD
91,987
23,932
(18,324)
1,252,405
1,350,000
‐
1,500,000
(150,000)
1,350,000
The figures above are based on draft financial figures from Watershed and Mt Marshall, and final valuation will be
determined during the next financial year.
During the year the Company paid option fees totalling A$300,000 (US$208,079)
Page | 44
Directors’ declaration
The directors of the company declare that:
1.
in the directors’ opinion, the financial statements and accompanying notes set out on pages 23 to 44 are in
accordance with the Corporations Act 2001 and:
a. comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
b.
give a true and fair view of the group’s financial position as at 30 June 2020 and of its performance for the
year ended on that date;
note 1 confirms that the financial statements also comply with International Financial Reporting Standards (IFRSs)
as issued by the International Accounting Standards Board (IASB);
in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they become due and payable;
the remuneration disclosures included in pages 13 to 17 of the directors’ report (as part of the audited
Remuneration Report), for the year ended 30 June 2020, comply with section 300A of the Corporations Act 2001;
and
the directors have been given the declarations by the Chief Executive Officer (or equivalent) and Chief Financial
Officer required by section 295A.
2.
3.
4.
5.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the
directors by:
Robert Martin
Executive Chairman
Dated: 31 August 2020
Page | 45
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Suvo Strategic Minerals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Suvo Strategic Minerals Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30
June 2020, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial report, including a summary of significant accounting policies
and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Page I 46
Accounting for Discontinued Operations
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 7 to the financial report,
during the year the Group discontinued its Israel
technology operations by deregistering its wholly-
owned Israel subsidiary, Ultracharge Ltd, and
subsequent to year-end this subsidiary was
liquidated.
Australian Accounting Standards require the gain
or loss on the discontinued operation to be
determined and discontinued operations to be
disclosed separately from continuing operations.
Due to the allocation between continued and
discontinued operations and the significance of
the transaction to the Group’s financial position
and performance during the year, we have
identified this as a key audit matter.
Our audit procedures included, but were not
limited to:
·
·
·
·
·
Evaluating the client’s conclusions on
the classification of the subsidiary as a
discontinued operation and the results
of the subsidiary as discontinued
operations;
Verifying the company status to the
Israel registrar of companies;
Agreeing the carrying value of assets and
liabilities of the discontinued operation
to financial information of the
subsidiary;
Re-performing the calculation of the
gain / loss on discontinued operations;
Assessing the adequacy of the related
disclosures in Note 7 to the financial
report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2020, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
Page I 47
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 13 to 18 of the directors’ report for the
year ended 30 June 2020.
In our opinion, the Remuneration Report of Suvo Strategic Minerals Limited, for the year ended 30 June
2020, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Dean Just
Director
Perth, 31 August 2020
Page I 48
ADDITIONAL INFORMATION – AS AT 24 AUGUST 2020
(a)
Distribution schedule and number of holders of equity securities
–
1
1,000
1,001 –
5,000
5,001 –
10,000
10,001 –
100,000
100,001
and over
Total
Fully Paid Ordinary Shares
Options – 8c expiry 04/09/2022
Options – 3c expiry 30/07/2023 Escrowed
24 Months
Performance Rights expiry 30/07/2025
134
‐
643
‐
‐
‐
‐
‐
283
‐
‐
‐
660
‐
‐
‐
396
6
10
3
2,116
6
10
3
The number of holders holding less than a marketable parcel of fully paid ordinary shares as at 24 August
2020 is 941 for a total of 3,129,298 shares.
(b)
20 largest holders of quoted equity securities
The names of the twenty largest holders of fully paid ordinary shares (ASX code: SUV) as at 24 August 2020
are:
NAME
RANK
NUMBER
PERCENTAGE
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
AARON PETER BANKS
ROBERT KINGSLEY FITZGERALD
RATDOG PTY LTD
MR CHRISTOPHER JAMES WEED & MRS JANET ELIZABETH
BROCKMAN
MR ORI ACKERMAN
PLEASANT BANKS (WA) PTY LTD
SUNSET CAPITAL MANAGEMENT PTY LTD
SSELKROW PTY LTD
CITICORP NOMINEES PTY LIMITED
SANDTON CAPITAL PTY LTD
BEARAY PTY LIMITED
CHRISTOPHER JAMES WEED & JANET ELIZABETH
BROCKMAN
MALAHIDE MANAGEMENT PTY LTD
PRIMERO GROUP LIMITED
PROPEL HOLDINGS PTY LTD
ISRING INVESTMENTS PTE LTD
MR REBLAZE SINGAPORE PTE LTD
MR ANANDA KATHIRAVELU
MR YEHUDA COHEN
SANDTON CAPITAL PTY LTD
72,564,516
22,000,000
15,000,000
12,725,000
12,416,667
11,500,000
11,187,176
9,900,000
8,625,696
7,500,000
7,500,000
6,820,000
5,125,000
5,000,000
5,000,000
5,000,000
5,000,000
4,875,000
4,820,862
4,423,456
236,983,373
13.81%1
4.19%
2.85%
2.42%
2.36%
2.19%
2.13%
1.88%
1.64%
1.43%
1.43%
1.30%
0.98%
0.95%
0.95%
0.95%
0.95%
0.93%
0.92%
0.84%
45.10%
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(c)
Restricted securities
Securities subject to ASX imposed restrictions on trading are set out below:
Ordinary shares
Ordinary shares
Options – 3c expiry 30/07/23
Performance rights – expiry 30/07/25
NUMBER
RESTRICTED
63,800,000
93,619,677
101,866,903
40,000,000
RESTRICTED
UNTIL
30/07/21
30/07/22
30/07/22
30/07/22
(d)
Substantial shareholders
As at the date of this report the Company has one substantial shareholder.
ORDINARY SHARES
NUMBER HELD
% OF TOTAL ISSUED
SHARES
AARON PETER BANKS
77,564,516
13.81%
(e)
Voting Rights
Each fully paid ordinary share carries rights of one vote per share.
(f)
Unquoted Securities
The number of unquoted securities on issue:
Unquoted Securities
Unquoted Options 1
Unquoted Options 2
Unquoted Performance Rights 3
Number on Issue
5,166,670
101,866,903
40,000,000
Exercise Price
8c
3c
‐
Expiry Date
04/09/2022
30/07/2023
30/07/2025
Persons holding more than 20% of a given class of unquoted securities as at 22 August 2020:
1. 50% held by Armada Capital & Equities Pty Ltd and 35% held by Celtic Capital Pty Ltd 2. 48% held by Armada Capital & Equities Pty Ltd and 33.6% held by Celtic Capital Pty Ltd 3. 39% held by Armada Capital & Equities Pty.
(g)
On‐Market Buy‐Back
There is no current on‐market buyback in place.
(h)
ASX Listing Rule 4.10.19
The Company has used its cash and assets in a form readily convertible to cash that it had at the time of
listing of the Company’s securities to quotation in a way consistent with its business objectives
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