COMPANY INFORMATION
AND CONTROLLED ENTITIES
ACN
Directors
153 868 789
Mark Gasson
Gary Steinepreis
Paul Cronin
Eric de Mori
Cameron Williams
Stefan White
Non-Executive Director
Non-Executive Director
Non-Executive Director (appointed 27 July 2020)
Non-Executive Director (appointed 27 July 2020)
Non-Executive Director (resigned 27 July 2020)
Non-Executive Director (resigned 27 July 2020)
CEO
Thomas Line
Joint Company
Secretaries
Daniel Smith
Sylvia Foong
Registered Office
Level 8,
99 St Georges Terrace
Perth WA 6000
Telephone:
Facsimile:
+61 8 9486 4036
+61 8 9486 4799
Share Registry
Automic Group
Level 2/267 St Georges Terrace Perth WA 6000
Auditor
Bankers
Telephone:
Facsimile:
1300 288 664
+61 2 8583 3040
HLB Mann Judd
Level 4, 130 Stirling Street
Perth, WA 6000
Telephone:
Facsimile:
+61 8 9227 7500
+61 8 9227 7533
Westpac Banking Corporation
116 James Street
Northbridge
Perth, WA 6000
Securities Exchange Listing
Taruga Minerals Limited Shares are listed on the Australian Securities Exchange.
The home exchange is Perth, Western Australia.
ASX Code: TAR
Website
www.tarugaminerals.com.au
Taruga Minerals Limited
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REVIEW OF OPERATIONS
AND CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Company Overview
Taruga Minerals Limited (Taruga or the Company) is an exploration company that listed on the Australian
Securities Exchange (ASX) on 7 February 2012. Taruga is focused on the exploration of copper, gold and
silver in South Australia and base metals and lithium in Western Australia.
During FY2019, Taruga relinquished its option to acquire all projects with the exception of the Kamilombe
Project within the Central African Copper Belt as per agreement signed with the consortium of Mint-Master
and the Lualaba Government (Consortium) in February 2018. Throughout the year, Taruga continued to
experience delays in the granting of the Kamilombe licence with additional mining blocks due to a lack of
high-level availability and decision making to finalise the license agreements. On 2 April 2020, the Company
announced that it had notified the Consortium that the Company has decided to withdraw its interest in the
Kamilombe copper-cobalt project, DRC.
Taruga has continued to pursue new opportunities in Australia and has signed an Option Agreement with
Strikeline Resources Pty Ltd on its highly prospective Flinders and Torrens IOCG-style Projects within the
Olympic Dam and Carrapateena structural trend in South Australia. During the year Taruga also announced
initial field work on its wholly owned nickel, cobalt and gold project in the mid-west region of Western
Australia and an application bordering Venture Resources/Chalice Gold Mines’ base metal deposits in the
south-west region of Western Australia.
Projects Overview
Taruga is a mineral exploration company which has projects located in prolific mineral fields in South
Australia and Western Australia.
Australia
Flinders and Torrens IOCG Projects, South Australia (option to acquire 100%)
On 14 May 2020, the Company announced that the Company has entered into a 12 month Option
Agreement, in which Taruga can purchase a 100% interest in Strikeline Resources Pty Ltd (Strikeline) and
its Flinders IOCG-style Project (Project) located 80km north of Port Augusta, South Australia, 80km from
Carrapateena and 160km from Olympic Dam IOCG’s, with power and rail on the lease (Option Period).
On executing the terms sheet with Strikeline, Taruga paid a cash consideration A$15,000, with a further
A$25,000 payable within 6 months in the event the Company elects to extend the Option Period. Post
financial year end, on 2 July 2020, the Company announced that it had amended the Option Agreement
with Strikeline to also include the Torrens IOCG Project, which adjoins the Flinders project.
Subject to Taruga having paid the cash consideration and having incurred exploration expenditure totalling
A$250,000 across the Flinders Project prior to the first anniversary, Taruga will have earned the right to
exercise the option to acquire 100% ownership of Strikeline.
Flinders IOCG-style Project
Copper mining has been conducted on the Flinders Project from 1863-1909, and subsequently iron oxide
was mined in the 1980’s from Main Lode Prospect in the Warrakimbo Ranges, with numerous artisanal
copper workings within the project area.
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REVIEW OF OPERATIONS
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Mineralisation usually occurs within intrusive breccias hosted within major structures that crosscut the
marine metasediments which dominate the project area. The breccia is often associated with mineralised
and heavily altered mafic volcanics (primarily dolerite and basalt) that can be mapped for over 6.4km along
the dominant Mt Stephen Thrust (MST) (Figures 2 and 3). Reprocessing and interpretation of the
governmental regional magnetic data along with surface rock-chip sampling has increased the mineralised
strike length to 15km with the inclusion of the Jenkins North and South Prospects in the north, and the Mt
Stephen Prospect in the far south of the project area, as shown in Figure 3. Both the MST and sub-
structures and fault splays which branch out from the MST have proved to contain high-grade copper-gold-
silver mineralisation, indicating the potential for a larger “fluid system” or “mineralised network” beneath the
surface.
During the year 8 main prospects were identified from historical mapping and mining, recent
reconnaissance work and magnetic reprocessing over 15km of the Flinders IOCG Project. These are
Warrakimbo Main Lode, Woolshed, Metabase, Rambla, Rainy Day, Mt Stephen, Jenkins North and Jenkins
South as shown in Figures 2 and 3. Significant grades of mineralisation for individual prospects are
summarised in Table 1 and the individual styles of mineralisation are summarised in Table 2.
Figure 1: The Flinders Project Regional and Structural Setting including the Gawler Graton outline
as published by the Geological Survey of South Australia in yellow
Historic Mining and Exploration
A range of copper and iron occurrences have been identified within and adjacent to the Flinders Project
area historically. Mining in the licence area started in 1863 and focused on artisanal mining of the high-
grade copper mineralisation occurring in hematite-altered breccia at the Warrakimbo Main Lode (WML)
which received limited development over the next 50 years due to low copper prices, with almost no modern
exploration. Later operations focused on developing the rare industrial-grade micaceous iron oxide present
within the breccia at WML.
Taruga Minerals Limited
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REVIEW OF OPERATIONS
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Woolshed/Metabase Prospect (Copper-Gold-Silver)
Both the Woolshed and Metabase Prospects are associated with a single 5km long magnetic anomaly. The
two prospects are nominally separated by a creek, although mineralised outcrop has been confirmed at
surface over > 2.5km, with a strong copper in soils anomaly extending continuously for over 3km (open to
the south), which is perfectly coincident with the MST and magnetic high which defines the two prospects.
Grab samples were collected over a width of more than 120m over a strike-length of approximately 70m of
a single exposure at Woolshed and reported significant grades of up to 18.5% Cu, 4.73g/t Au and 29.3g/t
Ag. Channel sampling conducted at the Woolshed exposure returned significant grades of 4m at 4.2% Cu,
including 2m at 8.4% Cu and 1m at 16.4% Cu. The most recent sampling at the southern extent of the
Woolshed/Metabase prospect identified the highest-grade sample to date for the prospect (Sample
WK0578) which returned a grade of 26.1% Cu, 0.2g/t Au and 2.6g/t Ag from creek float draining from the
MST.
Main Lode and Rambla Prospects (Copper-Silver)
Warrakimbo Main Lode (WML or Main Lode) is a hematite altered breccia with high-grade copper and
cobalt, along with enrichment in LREE and silver. Main Lode is hosted within a NW striking fault splay which
branches out from the dominant N-S trending Mt Stephen Thrust. Main Lode has been mined historically
for copper using artisanal methods. A small network of shafts, drives and adits have been developed at
Main Lode to a depth of approximately 20m with mineralisation widening consistently with depth. A
mineralised outcrop at Main Lode has been exposed intermittently over approximately 150m, is open along
strike and at depth with only a single shallow drillhole sunk into the prospect which intersected mineralised
breccia, however, was never followed up or geochemically assayed. Recent sampling at WML returned
significant copper, gold, silver, and cobalt grades of 52.5% Cu and 5.5g/t Ag from WK040; 51.9% Cu and
10.8 g/t Ag from WK0556, 45.6% Cu and 0.293% Co from WK005; 25.6% Cu, 12g/t Ag, 0.05g/t Au from
WK110; 18.6% Cu, 9.5g/t Ag from WK122; 4.58% Cu, 1.23% Co and 4.6g/t Ag from WK106; and WK003
reported 68.4% Fe and 1.51kg/t LREE.
Rambla is a sediment hosted copper prospect which has undergone artisanal mining in the late 1800’s.
Rambla contains high-grade copper and silver and anomalous gold and LREE, with the absence of hematite
alteration seen in the other regional targets. Rambla sits to the west of the Mt Stephen Thrust, and is
associated with a 1.8km striking “white quartzitic” alteration feature which is bound by parallel N-S striking
faults. Rambla represents additional copper and silver potential in the region. Rock chip highlights to date
from Rambla include 6.4% Cu, 9.7g/t Ag and 0.02g/t Au from WK0529; 5.5% Cu, 18.6g/t Ag and 0.02g/t
Au from WK0528; and 5.1% Cu, 22.8 g/t Ag and 0.02g/t Au from WK0581.
Rainy Day Prospect (Copper)
The newly identified Rainy Day Prospect reported significant copper mineralisation from mineralised
breccias which were exposed over a width of 18m, with further mineralised breccias mapped historically
over a strike length of 300m, yet to be field-located and sampled. Significant results from initial
reconnaissance sampling included 4.5% Cu from WK191, 3.7% Cu from WK192 and 3.3% Cu from WK193.
Four and a half meters of channel sampling were completed where there was limited exposure within
historic workings at the Rainy Day Prospect and reported 4.5m at 2.8% Cu including 2m at 3.7% Cu. The
true mineralised potential will be uncovered in the ongoing soil geochemical sampling programme and
gravity survey. The target is open to the north and south and lies within the same Etina Formation which
hosts Main Lode 6km to the south.
Taruga Minerals Limited
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REVIEW OF OPERATIONS
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Mt Stephen (Copper-Gold)
The Mt Stephen Prospect hosts a significant magnetic anomaly which appears to be associated with altered
breccias within the hinge zone of the Mt Stephen Thrust. Historic sampling at Mt Stephen reported up to
0.55g/t Au, with recent sampling results confirming the presence of copper and gold mineralisation including
0.47% Cu and 0.02g/t Au from sample WK0562.
Jenkins (Copper)
The Jenkins Prospect hosts a significant pipe-like magnetic anomaly extending from near surface to over
800m depth, and contains altered mafic breccias with anomalous copper with similar alteration features to
the breccia which hosts high grade copper, gold and silver mineralisation further south at Woolshed.
Sampling of altered magnetite and breccia lag recently over the Jenkins anomalies has returned highly
anomalous vanadium (up to 2060ppm) and LREE (up to 237ppm), along with anomalous gold (up to
29ppb), copper (up to 250ppm) and silver (up to 0.32g/t). Preliminary stream sediment sampling at Jenkins
has also returned anomalous LREE’s and copper which appear to be positively correlated. Two historic
shallow holes drilled in the 6km2 magnetic anomaly at Jenkins North returned anomalous gold and copper,
however they fell short of reaching the magnetic source.
Taruga Minerals Limited
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REVIEW OF OPERATIONS
Figure 2: Detailed Geology Map for the Flinders Project Target Area showing Prospects, Rock Chip Sample
Results, Breccias and Historic Drillhole Locations.
AND CONTROLLED ENTITIES
Figure 3: Reprocessed Government Magnetics Showing Prospects and Mt Stephen Thrust at Flinders Project
Taruga Minerals Limited
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REVIEW OF OPERATIONS
AND CONTROLLED ENTITIES
Figure 4: 3km Strong, Coincident Copper Soil Anomaly (Open to the South) over the Woolshed/Metabase
Magnetic Anomaly.
Taruga Minerals Limited
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Table 1: Rock Chip Sample Result Highlights (announced 22 June 2020).
Prospect
Sample ID
Sample
Location
Main Lode
WK040
Mine Spoils
Main Lode
WK0556
Mine Spoils
Main Lode
WK0580
Mine Spoils
Main Lode
WK0539
Mine Spoils
Main Lode
WK0555
Mine Spoils
Main Lode
WK0535
Mine Spoils
Woolshed
WK0578
Woolshed
Woolshed
Woolshed
Woolshed
Woolshed
WK378
WK067
WK347
WK225
WK076
Surface
Surface
Surface
Surface
Surface
Surface
Metabase
WK0418
Rock Chip
Rambla
Rambla
Rambla
Rambla
Rambla
Rainy Day
Rainy Day
Rainy Day
WK0529
Mine Spoils
WK0528
Mine Spoils
WK0581
Mine Spoils
WK0527
Mine Spoils
WK0526
Mine Spoils
WK191
WK192
WK193
Surface
Surface
Surface
Surface
Surface
Mt Stephens
WK0562
Mt Stephens
WK0564
Cu %
Ag g/t
Au g/t
52.2
51.9
43.7
41.7
39.4
32.5
26.1
17.6
14.9
12.2
8.7
8.0
4.8
6.4
5.5
5.1
4.7
4.7
4.5
3.7
3.3
0.5
0.3
5.5
10.8
0.8
14.4
5.9
1.9
2.6
6.2
7.3
29.3
17.7
5.4
0.1
9.7
18.6
22.8
17.1
22.2
0.004
0.001
0.002
0.2
0.04
0.004
0.012
0.008
0.009
0.011
0.015
0.189
0.064
1.3
0.055
0.029
4.73
0.001
0.017
0.021
0.016
0.017
0.018
0.0
0.0
0.0
0.016
0.002
Taruga Minerals Limited
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REVIEW OF OPERATIONS
AND CONTROLLED ENTITIES
Table 2. Mineralisation Summary for the Flinders Project Prospects
Prospect
Mineralisation Style
Max Assays
Woolshed
(Cu, Au, Ag)
IOCG-style target with similarities to Olympic Dam and Carrapateena
IOCG's. Associated with a 5km magnetic anomaly which extends beyond
1000m depth and is coincident with a 3km copper in soil anomaly.
18.5% Cu, 4.73 g/t Au,
29g/t Ag
Metabase
(Cu, Au)
Continuation of IOCG-style mineralisation at Woolshed Prospect.
4.83% Cu, 0.16g/t Au,
1.74g/t Ag, 0.14g/t
PGE's
Main Lode
(Cu, Ag, Co)
Fault-hosted mineralised IOCG-Style Breccia with similarities to
Carrapateena, Olympic Dam, Lala, and Rocklands IOCG. Associated with
a magnetic low. Highest recorded copper grades.
52.2% Cu, 0.05g/t Au,
14.4g/t Ag, 1.23% Co,
1.51kg/t LREE
Rainy Day
(Cu)
Jenkins
North
(Cu)
Jenkins
South
Mt Stephen
(Cu, Au)
Rambla
(Cu, Au, Ag)
Fault-hosted mineralised IOCG-Style Breccia with similarities to
Carrapateena, Olympic Dam, Lala, and Rocklands IOCG. Associated with
a magnetic low.
4.5m at 2.8% Cu (max
1m at 4.8%)
Significant pipe-like magnetic anomaly extending from near surface to
over 800m depth. Contains altered mafic breccias with anomalous
copper.
250ppm Cu
Significant pipe-like magnetic anomaly extending from near surface to
over 1200m depth. Contains altered mafic breccias with anomalous
copper.
2060ppm V, 250ppm
Cu, 0.03g/t Au, 0.3g/t
Ag
Significant magnetic anomaly associated with altered breccias within
the hinge zone of the Mt Stephen Thrust.
0.55g/t Au, 0.5% Cu
Sediment hosted (possible Angus Pb-Zn-Ag style) copper-silver
associated with 1.8km white-rock and parallel fault set.
6.4% Cu, 0.02g/t Au,
22.8g/t Ag
Gravity survey
Post financial year end, on 19 August 2020, the Company announced that a first pass gravity program had
been undertaken, which covered the northern 50% of the Flinders licence area on a 50m x 400m grid. The
data is currently being processed, with infill gravity programmes to follow up around coincident anomalies.
The southern portion of the gravity survey has commenced and will cover the Main Lode, Rambla and Mt
Stephen Prospects, with results and interpretation to be completed before drilling commences.
Drilling Program
Taruga is currently advancing drilling preparations. Durock Drilling has been secured as the preferred
drilling contractor. The programme will target near surface shallow mineralisation from approximately 2,000-
4,000m of aircore, reverse circulation (RC) and diamond drilling. The programme will focus initially on the
Woolshed/Metabase trend, followed by Rainy Day, Main Lode and Rambla prospects, which all show
mineralisation at surface.
Taruga Minerals Limited
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REVIEW OF OPERATIONS
AND CONTROLLED ENTITIES
Torrens IOCG Project, South Australia
The Torrens Iron-Oxide-Copper-Gold (IOCG) Project (EL6437), forms part of the 100% option agreement
with Strikeline. The Torrens Project borders the Flinders Project to the north of Flinders (Figure 5) and is
situated within the G2 Structural corridor which hosts the nearby Olympic Dam and Carrapateena IOCG’s.
Strong magnetic and gravity anomalies have been identified at Torrens, which have had limited or no
drilling. The magnetic anomalies at Torrens, which are currently being reprocessed, are similar to those at
Flinders to the south where significant grades of copper and gold mineralisation have been reported from
surface exposures. Historic drilling at Torrens intersected anomalous copper, gold, LREE’s and precious
metals across several metres in various drill holes, often associated with altered breccias similar to those
which host IOCG-style mineralisation identified at the Flinders Project.
Taruga is in the process of assessing the integrity of the drilling data including quality control procedures
and assay methods.
Figure 5: Location of Torrens Project
Taruga Minerals Limited
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REVIEW OF OPERATIONS
AND CONTROLLED ENTITIES
Western Australian projects
Yagahong North (Cu-Au), Western Australia
Exploration licence E51/1832 is located 30km southeast of the regional centre of Meekatharra in the
Murchison region of Western Australia (Figure 6).
A total of 277 samples (258 auger locations + 19 QAQC samples) were sent to ALS Laboratories in Perth
and were analysed for gold and base metals in addition to cobalt and pathfinder minerals, due to the
tenement location and the presence of ultramafic units.
The results of the auger program highlighted low level gold anomalism (peak value 44ppb Au) and
anomalous values that are potentially related to structures identified in the magnetic data. The tenement
area is covered by alluvial sheetwash and “hardpan” transported cover that masks the bedrock geology,
and is interpreted to have muted the geochemical response. In addition to the gold anomalism, a zone of
coincident nickel, copper and cobalt anomalism has been defined in the north-west portion of the sampled
area. The new zone remains open to the west and south and again is interpreted to relate to bedrock
geological features.
Figure 6: Yagahong North Project – E51/1832 Location plan
Lithium
Taruga holds 3 exploration applications in the Greenbushes area of Western Australia as shown in Figure
8. The tenements have potential for Greenbushes tin-tantalum-lithium and base metal types of
mineralisation. Nickel and copper mineralisation in the area is hosted in mafic intrusive volcanics while
lithium is hosted in pegmatites.
E70/5029 adjoins the recently announced Chalice Mines / Venture Minerals JV in a similar geological setting
to the “Odin Prospect” with identified nickel, copper & PGE mineralisation (Figure 7).
Taruga Minerals Limited
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REVIEW OF OPERATIONS
AND CONTROLLED ENTITIES
Figure 7: Taruga tenement location relative to Venture Minerals and Chalice Gold Mines
Figure 8: Greenbushes Lithium Tenement Application Location Plan
Taruga Minerals Limited
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REVIEW OF OPERATIONS
AND CONTROLLED ENTITIES
Democratic Republic of Congo
On 2 April 2020, the Company announced that it had notified the consortium of Mint-Master and the Lualaba
Government (Consortium) that the Company has decided to withdraw its interest in the Kamilombe copper-
cobalt project, DRC.
The Company announced the conditional acquisition of Kamilombe in February 2018. Since that time, the
Company had been working closely with the Consortium regarding the successful signing of new title
agreements. However, due to ongoing issues experienced regarding the granting of the license, and the
depressed environment for cobalt projects, the Company is changing its focus from the DRC.
Coronavirus (COVID-19) impact on operations
The board is actively monitoring the impact of COVID-19 on an ongoing basis.
There does not currently appear to be any material impact on the Company at present or any significant
uncertainties with respect to events or conditions which may impact the company unfavourably as at the
reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
The Company is currently well funded having raised $4 million and is well positioned in the short to medium
term.
Competent Person’s Statement – Exploration Results
The information in this report that relates to exploration results is based on, and fairly represents information
and supporting documentation prepared by Mr Mark Gasson, a Competent Person who is a Member of The
Australasian Institute of Mining and Metallurgy. Mr Gasson is a Director of Taruga Minerals Limited. Mr
Gasson has sufficient experience that is relevant to the style of mineralisation and type of deposit under
consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012
Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resource and Ore
Reserves”. Mr Gasson consents to the inclusion in this report of the matters based on his information in the
form and context in which it appears.
Taruga Minerals Limited
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REVIEW OF OPERATIONS
AND CONTROLLED ENTITIES
CORPORATE
Board Changes
On 23 January 2020, the Company announced that Ms Sheena Eckhof and Mr Bernard Aylward had
resigned as directors of the Company. Mr Stefan White and Mr Cameron Williams were appointed as non-
executive directors on the same day.
Capital raisings
On 7 November 2019, the Company announced that it had issued 21,175,085 ordinary shares at a price of
$0.01 per share to sophisticated investors to raise $211,750 before costs.
On 20 November 2019, the Company announced that it had issued 162,342,238 ordinary shares at a price
of $0.01 per share under the entitlement issue, raising $1,623,423 before costs.
On 14 May 2020, the Company announced that it had raised $600,000 (before expenses) through the issue
of 60,000,000 ordinary shares at a price of $0.01 per share to sophisticated and professional investors. The
placement was managed by Shaw and Partners and Ashanti Capital.
Option Expiry
On 19 June 2020, the Company announced that 11,749,999 options exercisable at $0.30 each had expired
unexercised.
Shareholder Meetings
The Company held its 2019 Annual General Meeting on 28 November 2019. All resolutions were passed
by a show of hands.
On 14 February 2020, all resolutions put to Shareholders at the General Meeting, which included the
ratification of a placement and the approval to issue shares and options, were passed by way of a Poll.
Taruga Minerals Limited
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DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
DIRECTORS’ REPORT
Your Directors submit their report on the Group consisting of Taruga Minerals Limited and its controlled
entities (Taruga) for the year ended 30 June 2020.
DIRECTORS
The following persons were Directors of Taruga Minerals Limited during the year and up to the date of this
report unless otherwise stated:
Non-executive Director
Non-executive Director
Non-executive Director
Executive Director
Bernard Aylward
Mark Gasson
Gary Steinepreis
Sheena Eckhof
Cameron Williams Non-executive Director
Non-executive Director
Stefan White
Non-executive Director
Paul Cronin
Non-executive Director
Eric De Mori
In office from
In office to
21 October 2011
28 February 2018
15 July 2016
6 September 2017
23 January 2020
23 January 2020
27 July 2020
27 July 2020
23 January 2020
present
present
23 January 2020
27 July 2020
27 July 2020
present
present
PARTICULARS OF DIRECTORS
Mark Gasson
Non-Executive Director
BSc (Hons.)
Qualifications and experience
Mr Gasson is a geologist with 33 years of experience and has been active in South Africa, Tanzania and
the DRC since 1986 in gold and base metals exploration and resource development. Mr Gasson served on
the Boards of Tiger Resources, Erongo Energy and Alphamin Resources and as Exploration Manager of a
number of junior exploration companies. He was instrumental in the discovery of Tiger Resources’ 1 million
tonnes Kipoi copper deposit, 250,000 tonnes of tin at 3.5% tin at Alphamin’s Bisie tin project, and 3Moz of
gold at Amani’s Giro deposits, all of which are located in the DRC.
Mr Gasson brings considerable relevant skills and experience to the Board. He is a member of the
Australasian Institute of Mining and Metallurgy.
Interest in Shares and Options
Fully Paid Shares – 17,000,000
Performance Rights – 4,500,000
Options – Nil
Special Responsibilities
Executive Director, technical.
Directorships held in listed entities
Company Name
AJN Resources Inc
Appointed
Resigned
2 September 2016
-
Taruga Minerals Limited
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DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Gary Steinepreis
Non-Executive Director
B.Com, CA
Qualifications and experience
Mr Steinepreis has in excess of 20 years’ experience with ASX-listing rules, corporate governance and
equity capital raisings. Mr Steinepreis is a Chartered Accountant and holds a Bachelor of Commerce from
University of Western Australia. Mr Steinepreis is currently a Non-Executive Director of CFOAM Limited
and Lachlan Star Limited.
Interest in Shares and Options
Fully Paid Shares – 10,305,004
Performance Rights – 1,500,000
Options – Nil
Special Responsibilities
None.
Directorships held in listed entities
Company Name
CFOAM Limited
Lachlan Star Limited
Helios Energy Ltd
Appointed
30 March 2016
18 January 2018
4 June 2010
Resigned
-
-
11 September 2018
Paul Cronin
Non-Executive Director (Appointed 27 July 2020)
Qualifications and experience
Mr Cronin is a co-founder and Managing Director of Balkans polymetallic developer Adriatic Metals PLC
(ASX:ADT, LSE:ADT1), which was the best performing IPO of 2018. Mr Cronin has over 20 years of
experience in corporate finance, investment banking, funds management, and commodity trading. Mr
Cronin was Vice President of RMB Resources, the resource investment arm of First Rand Bank, and has a
B.Com and MBA from the Queensland University of Technology. Mr Cronin is also a Non-Executive Director
of Black Dragon Gold (ASX:BDG) and Global Atomic Corporation (TSX:GLO).
Interest in Shares and Options
Fully Paid Shares – 2,500,000
Performance Rights – Nil
Options – 4,000,000
Special Responsibilities
Directorships held in listed entities
Company Name
Adriatic Metals Plc
Black Dragon Gold Limited
Global Atomic Corporation
Taruga Minerals Limited
Appointed
3 February 2017
10 July 2017
December 2017
Resigned
-
-
-
Page 18
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Eric de Mori
Non-Executive Director (Appointed 27 July 2020)
Qualifications and experience
Mr de Mori is a co-founder, substantial shareholder and previous Director of Adriatic Metals PLC (ASX:ADT,
LSE:ADT1). Mr de Mori has over 15 years’ experience in corporate finance for ASX listed companies, and
is the Head of Natural Resources for advisory firm Ashanti Capital. Mr de Mori is also a Non-Executive
Director of Invictus Energy Ltd (ASX:IVZ).
Interest in Shares and Options
Fully Paid Shares – 19,589,400
Performance Rights – Nil
Options – 8,000,000
Special Responsibilities
Directorships held in listed entities
Company Name
Adriatic Metals Plc
Invictus Energy Ltd
Cameron Williams
2020)
Appointed
3 February 2017
11 December 2017
Resigned
8 October 2019
-
Non-Executive director (Appointed 23 January 2020; Resigned 27 July
Mr Williams is a Director and part of the founding team at Ashanti Capital. He has extensive skill and
experience advising on capital raisings, having been a key team member on a large number of IPO’s and
secondary market capital raisings. Mr Williams holds a Bachelor of Commerce degree from the University
of Western Australia as well as a Graduate Diploma in Applied Finance.
Directorships held in listed entities
Nil
Stefan White
2020)
Non-Executive director (Appointed 23 January 2020; Resigned 27 July
Mr White has approximately 20 years of experience as an investor, corporate executive and financial
advisor, principally focusing on resource and energy companies. He has helped lead several turnaround
and restructuring engagements and he has invested in numerous ASX listed companies both personally
and as portfolio manager for a multi-billion dollar investment fund based in Hong Kong. Mr. White currently
holds no other directorships.
Directorships held in listed entities
Nil
Taruga Minerals Limited
Page 19
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Bernard Aylward
2020)
Non-Executive Director
BSc (Hons.), MAusIMM (Resigned 23 January
Qualifications and experience
Mr Aylward is a geologist with over 20 years’ experience as a manager and exploration geologist in the
mining and exploration industry in a variety of commodities. Mr Aylward’s experience includes serving as
the Chief Operating Officer of International Goldfields Ltd, General Manager of Azumah Resources Ltd
(Ghana), and Exploration Manager for Croesus Mining NL.
Mr Aylward has been involved in the discoveries and management of the Bepkong, Julie, Collette and
Kunche deposits in Ghana, as well as the Deep South gold deposit, Gladstone North deposit, St Patrick’s,
Norseman Reef, and the Safari Bore gold deposit.
Mr Aylward brings considerable relevant skills and experience to the Board. He is a member of the
Australasian Institute of Mining and Metallurgy.
Directorships held in listed entities
Company Name
Kodal Minerals Plc.
Lachlan Star Limited
Appointed
20 May 2016
18 January 2018
Resigned
-
-
Sheena Eckhof
Executive Director B.Com (Resigned 23 January 2020)
Qualifications and experience
Miss Eckhof holds a Bachelor of Commerce degree, majoring in Corporate and Investment Finance, from
the University of Western Australia. Miss Eckhof has previously worked with two globally renowned
Investment Banks, with a specific focus on the resources sector and is currently Investor Relations Officer
at Independence Group NL, a West Australian mid-cap resources company.
Directorships held in listed entities
Company Name
AJN Resources Inc.
Information on Company Secretaries
Appointed
26 June 2019
Resigned
-
Daniel Smith
Mr Smith is a Chartered Secretary who holds a BA, is a Fellow member of the Governance Institute of
Australia, and has in excess of 12 years primary and secondary capital markets expertise. Mr Smith is
currently a Director and Company Secretary of several AIM-listed and ASX-listed companies, including
Europa Metals Limited and Lachlan Star Limited, and is also the Company Secretary of Vonex Ltd.
Sylvia Foong
Miss Foong is a Chartered Accountant who holds a Bachelors of Commerce from the University of Western
Australia. She also holds a Certificate in Governance Practice from the Governance Institute of Australia,
and has in excess of 4 years' experience managing the compliance requirements of listed and unlisted
clients. Sylvia has worked extensively with Australian and foreign entities providing accounting, financial
reporting and stakeholder liaison services.
Taruga Minerals Limited
Page 20
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
OPERATING AND FINANCIAL REVIEW
A review of the operations of the Group during the financial year is contained in the Review of Operations
section of this Annual Report.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the year was mineral exploration in Africa and Australia.
Operating Results
The consolidated loss after tax for the financial year is $2,496,299 (2019: $2,967,780).
Financial Position
At 30 June 2020 the Company had cash reserves of $2,025,102 (2019: 401,763).
Dividends
No dividends were paid during the year and no recommendation is made as to dividends.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors, there were no significant changes in the state of affairs of the Group that
occurred during the financial year under review not otherwise disclosed in this report or in the consolidated
accounts.
MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR
On 2 July 2020, the Company announced that it had appointed experienced South Australian based
geologist, Thomas Line as Chief Executive Officer of Taruga. Thomas has been working as the Project
Manager for Taruga in leading the exploration program on the Flinders Project. On 2 July 2020, the
Company announced that the Option Agreement with Strikeline Resources was amended to include
EL6437 the “Torrens Project” which adjoins the Flinders Project in the Gawler Craton, South Australia.
On 14 July 2020, the Company announced further high-grade copper results from a channel and grab
sampling program undertaken at the Woolshed/Metabase Prospect, Flinders Project.
On 27 July 2020, the Company announced that Mr Paul Cronin and Mr Eric de Mori had been appointed
as Non-Executive Directors of the Company. Simultaneously with the appointment of Mr Cronin and Mr de
Mori as Directors of the Company, Mr Cameron Williams and Mr Stefan White have offered to step down.
On 19 August 2020, the Company released the results of a soil sampling program undertaken at the
Woolshed prospect, Flinders Project. The sampling program led to the definition of a strong coherent copper
in soil anomaly which extends for more than 3km, is strongly coincident with magnetics and is open to the
south at Woolshed and Metabase.
On 28 August 2020, the Company announced the results of a General Meeting of Shareholders held that
day, with all 8 resolutions passing by way of a Poll.
Taruga Minerals Limited
Page 21
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
On 2 September 2020, the Company announced that it had raised $4,000,000 (before costs) through the
issue of 66,666,667 new shares in the Company at $0.06 per share. The placement was undertaken via
Ashanti Capital Pty Ltd and Foster Stockbroking Pty Ltd as Joint Lead Managers.
On 17 September 2020, the Company announced the acquisition of the Mt Craig Copper Project (MCCP).
The MCCP is part of the option agreement to acquire 100% of Strikeline Resources Pty Ltd, with no changes
to the acquisition terms.
Other than as detailed above, no other matters have arisen since 30 June 2020 that in the opinion of the
directors has significantly affected or may significantly affect in future financial years (i) the Group’s
operations, or (ii) the results of those operations, or (iii) the Group’s state of affairs.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Taruga has the option up until 13 May 2021 (but not the obligation) to acquire 100% of Strikeline Resources
Pty Ltd after meeting its minimum expenditure commitments.
Taruga has also applied for exploration licences which are prospective for Cobalt and Lithium mineralisation
in Western Australia. The applications are in an early stage and the Company is proposing an exploration
program of surface mapping and geochemical sampling following grant.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company’s Directors held during the year ended
30 June 2020, and the number of meetings attended by each Director.
Gary Steinepreis
Bernard Aylward
Sheena Eckhof
Mark Gasson
REMUNERATION REPORT
Number eligible to
attend
Number
attended
4
2
2
4
4
2
2
4
This report details the nature and amount of remuneration for each director and “Key Management
Personnel” of Taruga Minerals Limited.
The report has been subject to audit. Key Management Personnel are defined as those persons having
authority and responsibility for planning, directing and controlling the major activities of the Group, including
any director.
Remuneration policy
The Board policy is to remunerate Directors at market rates for time, commitment and responsibilities. The
Board determines benefits to the Directors and reviews their remuneration annually, based on market
practice, duties and accountability. Independent external advice is sought when required. The maximum
aggregate amount of Directors’ fees that can be paid is subject to approval by shareholders in general
meeting, from time to time. Fees for Non-Executive Directors are not linked to the performance of the Group.
Taruga Minerals Limited
Page 22
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
However, to align Directors’ interests with shareholders’ interests, the Directors are encouraged to hold
securities in the Company.
The Company’s aim is to remunerate at a level that will attract and retain high-calibre Directors and
employees. Company officers and Directors are remunerated to a level consistent with the size of the
Company.
Performance-based remuneration
To ensure that the Company has appropriate mechanisms in place to continue to attract and retain the
services of suitable directors and employees, the Company has issued options and performance rights to
key personnel.
Details of remuneration for year ended 30 June 2020
Directors’ Remuneration
No salaries, commissions, bonuses or superannuation were paid or payable to Directors during the year.
Remuneration was by way of fees paid monthly in respect of invoices issued to the Company by the
Directors or companies associated with the Directors in accordance with agreements between the Company
and those entities.
Details of the agreements are set out below.
Agreements in respect of cash remuneration of Directors:
Executive Directors
During the year, Executive Directors Mr Gasson and Ms Eckhof agreed to a short-term reduction in salary
to conserve funds in the Company.
Mr Gasson is on an Executive Employment Agreement, with a remuneration package of $180,000 per
annum (inclusive of Directors fees). Either party may terminate the agreement with 3 months’ notice period.
Subsequent to the agreed short-term reduction in fees was approved, Mr Gasson is currently remunerated
$30,000 per annum.
Chief Executive Officer
On 2 July 2020 the Company announced the appointment of Thomas Line as CEO. Thomas is on an
executive service agreement, including the following remuneration:
$160,000 per annum salary plus superannuation.
$25,000 sign on fee.
-
-
- Short-term incentives based upon performance of various milestones relating to the exploration
projects and results.
Non-executive Directors
The Company’s constitution provides that the Non-executive Directors may collectively be paid as
remuneration for their services a fixed sum not exceeding the aggregate sum determined by a general
meeting. The aggregate remuneration has been set at an amount of $300,000 per annum.
Mr Gary Steinepreis is on a contract dated 15 July 2017, which provides for a fixed fee of $2,000 per month.
Taruga Minerals Limited
Page 23
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Mr Paul Cronin is on a contract dated 26 July 2020, which provides for a fixed fee of $2,000 per month.
Mr Eric de Mori is on a contract dated 26 July 2020, which provides for a fixed fee of $2,000 per month.
Mr Bernard Aylward was on a contract dated 15 July 2016, which provides for a fixed fee of $2,000 per
month. Mr Aylward resigned from the Company on 23 January 2020.
Ms Eckhof and the Company mutually agreed to a variation of the Consulting Agreement to $2,500 per
month and the waiver of Directors fees to assist with the conservation of funds in the Company. Ms Eckhof
was remunerated at $30,000 per annum. Ms Eckhof resigned from the Company on 23 January 2020.
Mr Williams is on a contract dated 23 January 2020, which provides for a fixed fee of $2,000 per month. Mr
Williams resigned from the Company on 27 July 2020.
Mr White is on a contract dated 23 January 2020, which provides for a fixed fee of $2,000 per month. Mr
Williams resigned from the Company on 27 July 2020.
A Director may be paid fees or other amounts as the Directors determine where a Director performs special
duties or otherwise performs services outside the scope of the ordinary duties of a Director.
A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or
any special duties. Executive Directors may be paid on commercial terms as the Directors see fit.
Taruga Minerals Limited
Page 24
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i
DIRECTORS’ REPORT
Shareholdings of Key Management Personnel:
AND CONTROLLED ENTITIES
Bernard
Aylward1
Mark
Gasson
Gary
Steinepreis
Sheena
Eckhof2
Cameron
Williams3
Stefan
White4
Bernard
Aylward
Mark
Gasson
Gary
Steinepreis
Sheena
Eckhof2
Balance 30
June 2019
Balance on
Appointment
Additions
Balance on
Resignation
Balance 30
June 2020
5,324,386
8,500,000
5,152,502
-
-
-
-
-
-
1,000,000
3,000,000
(8,324,386)
-
8,500,000
5,152,502
-
-
-
-
-
17,000,000
10,305,004
-
1,000,000
-
18,976,888
-
1,000,000
5,000,000
21,652,502
-
(8,324,386)
5,000,000
33,305,004
Balance 30
June 2018
Balance on
Appointment
Additions
Balance on
Resignation
Balance 30
June 2019
5,324,386
8,500,000
5,152,502
-
18,976,888
-
-
-
-
-
-
-
-
-
-
-
5,324,386
-
-
-
-
8,500,000
5,152,502
-
18,976,888
1Mr Aylward resigned on 23 January 2020 with a shareholding balance of 8,324,386 shares.
2Ms Eckhof resigned on 23 January 2020 with a shareholding balance of NIL.
3Mr Williams was appointed on 23 January 2020 with a shareholding balance of 1,000,000.
4Mr White was appointed on 23 January 2020 with a shareholding balance of NIL.
Taruga Minerals Limited
Page 26
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Performance Rights holdings of Key Management Personnel:
Balance 30
June 2019
Additions
Balance on
Resignation
Issues/
(Expiry)
Balance 30
June 2020
Bernard
Aylward
Mark
Gasson
Gary
Steinepreis
Sheena
Eckhof
Cameron
Williams
Stefan
White
Bernard
Aylward
Mark
Gasson
Gary
Steinepreis
Sheena
Eckhof
1,500,000
4,500,000
1,500,000
1,500,000
-
-
9,000,000
-
-
-
-
-
-
-
(1,500,000)
-
-
(1,500,000)
-
-
(3,000,000)
-
-
-
-
-
-
-
-
4,500,000
1,500,000
-
-
-
6,000,000
Balance 30
June 2018
Additions
Balance on
Resignation
Issues/
(Expiry)
Balance 30
June 2019
1,500,000
4,500,000
1,500,000
1,500,000
9,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,500,000
4,500,000
1,500,000
1,500,000
9.000,000
Key Management Personnel held nil options during the year (2019: nil)
End of remuneration report
Taruga Minerals Limited
Page 27
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
ENVIRONMENTAL ISSUES
The Group has conducted exploration activities on mineral tenements. The right to conduct these activities
is granted subject to environmental conditions and requirements. The Group aims to ensure a high
standard of environmental care is achieved and, as a minimum, to comply with relevant environmental
regulations. There have been no known breaches of any of the environmental conditions.
OPTIONS
At the date of this report, there were 35,000,000 unlisted options on issue.
The names of persons who currently hold options are entered in a register pursuant to Section 170 of the
Corporations Act 2001. No person entitled to exercise any option has or had, by virtue of the option, a right
to participate in any share issue of the Company or any other corporation. Subsequent to year end no
options have been issued or exercised.
INDEMNIFICATION OF DIRECTORS
The Company has in place Deeds of Indemnity with each of the Directors.
AUDITOR
HLB Mann Judd continues in office in accordance with section 327 of the Corporations Act 2001.
NON-AUDIT SERVICES
There were no non-audit services provided during the current year by our auditors, HLB Mann Judd.
PROCEEDINGS ON BEHALF OF 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.
The Company was not a party to any such proceedings during the year.
AUDITORS’ INDEPENDENCE DECLARATION
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors
of the company with an Independence Declaration in relation to the review of the financial report. This
Independence Declaration is set out on page 30 and forms part of this directors’ report for the year ended
30 June 2020.
This report is signed in accordance with a resolution of the Board of Directors made pursuant to section
306(3) of the Corporations Act 2001.
Gary Steinepreis
Non-Executive Director
Dated Perth 29 September 2020
Taruga Minerals Limited
Page 28
CORPORATE GOVERNANCE
STATEMENT
AND CONTROLLED ENTITIES
The Company has adopted systems of control and accountability as the basis for the administration of
corporate governance. The Board is committed to administering the policies and procedures with openness
and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.
To the extent they are applicable, the Company has adopted the Corporate Governance Principles and
Recommendations (4th Edition) as published by ASX Corporate Governance Council.
The following corporate governance charters, codes and policies have been implemented and are available
on the Company’s website at www.tarugaminerals.com.au:
•
•
•
•
•
•
•
Board Charter
Corporate Code of Conduct
Diversity, Nomination and Remuneration Committee Charter
Audit and Risk Committee Charter
Shareholder Communication Guidelines and Policy
Disclosure Policy
Securities Trading Policy
Taruga Minerals Limited
Page 29
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Taruga Minerals Limited for the year ended
30 June 2020, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
a)
b)
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
29 September 2020
M R Ohm
Partner
Taruga Minerals Limited
Page 30
STATEMENT OF PROFIT OR
LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
Note
CONSOLIDATED
Year to
30 June 2020
$
37,200
(6,807)
(144,466)
(98,065)
(10,498)
(32,785)
(1,020,917)
(160,372)
(1,843)
(68,239)
Year to
30 June 2019
Restated
$
3,431
(3,666)
(310,937)
(110,016)
(119,170)
(32,313)
(771,500)
(571,397)
(6,428)
(164,386)
(1,506,792)
(2,086,382)
-
-
2
3
4
Revenue
Depreciation
Consultants
Professional fees
Travel and accommodation
Office and communication costs
Share-based payments
Exploration expenditure
Foreign exchange loss
Other expenses
Loss from continuing operations before income
tax
Income tax expense
loss
Net
operations
for
the period
from continuing
(1,506,792)
(2,086,382)
Loss from discontinued operations net of tax
Net loss for the period
22
(989,507)
(2,496,299)
(881,398)
(2,967,780)
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange gain/(loss) on translation of foreign
subsidiaries
Total comprehensive loss for the period
(179)
(2,496,478)
52,991
(2,914,789)
Basic and diluted loss per share (cents per share)
Basic and diluted loss per share from continuing
operations (cents per share)
18
18
(1.02)
(0.62)
(2.12)
(1.49)
The accompanying notes form part of these financial statements.
Taruga Minerals Limited
Page 31
STATEMENT OF FINANCIAL
POSITION
AS AT 30 JUNE 2020
AND CONTROLLED ENTITIES
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other assets
Total Current Assets
NON CURRENT ASSETS
Plant and equipment
Total Non-Current Assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
5
6
7
8
9
CONSOLIDATED
30 June
2020
$
2,025,102
47,499
-
30 June
2019
$
401,763
94,613
725,608
2,072,601
1,221,984
63,151
63,151
89,934
89,934
2,135,752
1,311,918
104,576
104,576
104,576
85,819
85,819
85,819
2,031,176
1,226,099
10
11
11
21,675,871
1,987,561
(21,632,256)
19,531,500
830,556
(19,135,957)
2,031,176
1,226,099
The accompanying notes form part of these financial statements.
Taruga Minerals Limited
Page 32
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i
STATEMENT OF CASH
FLOWS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
CONSOLIDATED
Note
Year to
30 June 2020
$
Year to
30 June 2019
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers
Interest income received
Payment for exploration expenditure
(368,412)
602
(309,252)
(588,489)
3,431
(1,695,757)
Net cash used in operating activities
15
(677,062)
(2,280,815)
CASH FLOWS FROM INVESTING ACTIVITIES
Prepayment of acquisition costs
Payments for property, plant & equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Share issue transaction costs
Net cash provided by financing activities
-
-
-
2,458,914
(153,038)
2,305,876
(725,608)
(76,028)
(801,636)
1,000,000
(13,065)
986,935
Net increase/(decrease) in cash held
1,628,814
(2,095,516)
Cash and cash equivalents at the beginning of the
year
Effect of exchange rate fluctuations on cash held
401,763
(5,475)
Cash and cash equivalents at the end of the year
2,025,102
2,487,993
9,366
401,763
The accompanying notes form part of these financial statements.
Taruga Minerals Limited
Page 34
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The financial report is a general purpose financial report, which has been prepared in accordance with the
requirements of the Corporations Act 2001, Accounting Standards and Interpretations and complies with
other requirements of the law. Historical cost is based on the fair values of the consideration given in
exchange for assets.
The financial report has also been prepared on a historical cost basis. The financial report is presented in
Australian dollars.
The company is a listed public company, incorporated in Australia and operating in Australia. The entity’s
principal activity is mineral exploration.
The accounting policies detailed below have been consistently applied to all of the periods presented unless
otherwise stated. The financial statements are for the Group consisting of Taruga Minerals and its
subsidiaries. For the purposes of preparing the consolidated financial statements, the Group is a for profit
entity.
The financial report has also been prepared on an accruals basis and is based on historical costs modified
by the revaluation of selected non-current assets, and financial assets and financial liabilities for which the
fair value basis of accounting has been applied.
Statement of Compliance
The financial report was authorised for issue on 24 September 2020.
The financial report complies with Australian Accounting Standards, which include Australian equivalents
to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial
report, comprising the financial statements and notes thereto, complies with International Financial
Reporting Standards (IFRS).
Adoption of new and revised standards
Standards and Interpretations applicable to 30 June 2020
In the year ended 30 June 2020, the Directors have reviewed all of the new and revised Standards and
Interpretations issued by the AASB that are relevant to the Group’s operations and effective for annual
reporting periods beginning on or after 1 July 2019.
AASB 16 Leases
AASB Leases supersedes AASB 117 Leases. The Group has adopted AASB 16 from 1 July 2019 which
has resulted in changes in the classification, measurement and recognition of leases. The changes result
in almost all leases where the Group is the lessee being recognised in the Statement of Financial Position
and removes the former distinction between ‘operating’ and ‘finance’ leases. The new standard requires
recognition of a right-of-use asset (the leased item) and a financial liability (to pay rentals). The exceptions
are short-term leases and leases of low value assets.
Taruga Minerals Limited
Page 35
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
The Group has adopted AASB 16 using the modified retrospective approach under which the
reclassifications and the adjustments arising from the new leasing rules are recognised in the opening
Condensed Statement of Financial Position on 1 July 2019. Under this approach, there is no initial impact
on accumulated losses, and comparatives have not been restated.
Impact on adoption of AASB 16
All Group leases have a term of less than 12 months or relate to low value assets and the Group has applied
the optional exemptions to not capitalise these leases and instead account for the lease expense on a
straight-line basis over the lease term.
Therefore, the adoption of AASB 16 resulted in the recognition of right-of-use assets of $nil and lease
liabilities of $nil in respect of all operating leases.
The net impact on accumulated losses on 1 July 2019 was $nil.
Standards and interpretations in issue not yet adopted
The Directors have also reviewed all new Standards and Interpretations that have been issued but are not
yet effective for the year ended 30 June 2020. As a result of this review, the Director have determined that
there is no material impact of the new and revised Standards and Interpretations on the Group and,
therefore, no change is necessary to Group accounting policies.
Accounting Policies
(a) Basis of Consolidation
A controlled entity is any entity controlled by Taruga Minerals Limited. Control exists where Taruga Minerals
Limited has the capacity to dominate the decision-making in relation to the financial and operating policies
of another entity so that the other entity operates with Taruga Minerals Limited to achieve the objectives of
Taruga Minerals Limited. All controlled entities have a 30 June financial year-end.
All inter-company balances and transactions between entities in the Group, including any unrealised profit
or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed
where necessary to ensure consistencies with those policies applied by the parent entity.
Where controlled entities have entered or left the Group during the year, their operating results have been
included from the date control was obtained or until the date control ceased.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated
as the difference between:
• The aggregate of the fair value of the consideration received and the fair value of any retained
interest; and
• The previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and
any non-controlling interests.
All amounts previously recognised in other comprehensive income in relation to that subsidiary are
accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e.
reclassified to profit or loss or transferred to another category of equity as specified/permitted by the
applicable AASBs). The fair value of any investment retained in the former subsidiary at the date when
control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139,
when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
Taruga Minerals Limited
Page 36
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
(b) Going Concern
The financial statements have been prepared on the going concern basis, which contemplates the continuity
of normal business activity and the realisation of assets and the settlement of liabilities in the normal course
of business.
Notwithstanding the fact that the Group incurred a loss of $2,496,299 for the year ended 30 June 2020, and
a net cash outflow from operating activities amounting to $677,062, the Directors are of the opinion that the
Company is a going concern.
The Group has net working capital of $1,968,025 at 30 June 2020, and announced on 2 September 2020
that it had raised additional funds of $4,000,000 (before costs).
The Directors are satisfied that the Group will have access to sufficient cash as and when required to enable
it to fund administrative and other committed expenditure. The Directors are satisfied that they will be able
to raise additional funds by debt and/or equity raisings, should the need arise.
Income Tax
(c)
The charge for current income tax expenses is based on the result for the year adjusted for any non-
assessable or disallowable items. It is calculated using tax rates that have been enacted or are
substantively enacted by the balance date.
Deferred tax is accounted for using the liability method in respect of temporary differences arising between
the tax bases of assets and liabilities and their carrying amount in the financial statements. No deferred
income tax will be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised
or liability is settled. Deferred tax is credited in the statement of comprehensive income except where it
relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly
against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be
available against which deductible temporary difference can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption
that no adverse change will occur in income taxation legislation and the anticipation that the Group will
derive sufficient future assessable income to enable the benefit to be realised and comply with the
conditions of deductibility imposed by the law.
Plant and Equipment
(d)
Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation.
Plant and equipment are measured on the cost basis less depreciation and impairment losses.
The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess
of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the
expected net cash flows which will be received from the assets employment and subsequent disposal. The
expected net cash flows have been discounted to their present values in determining recoverable amounts.
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 consolidated 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 statement of comprehensive income during the financial period in which they are incurred.
Taruga Minerals Limited
Page 37
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
Depreciation
The depreciable amount of all fixed assets including capitalised lease assets, but excluding computers, is
depreciated on a reducing balance commencing from the time the asset is held ready for use. Computers
are depreciated on a straight line 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 are:
Class of Fixed Asset:
Plant and Equipment
Depreciation Rate:
15 – 50%
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance 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 statement of profit or loss and other comprehensive income. When
revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred
to retained earnings.
Exploration and Evaluation Expenditure
(e)
Exploration and evaluation expenditure incurred is either written off as incurred or accumulated in respect
of each identifiable area of interest. Tenement acquisition costs are initially capitalised where the
requirements under AASB 6 for so doing are satisfied. Costs are only carried forward to the extent that they
are expected to be recouped through the successful development of the areas, sale of the respective areas
of interest or where activities in the area have not yet reached a stage which permits reasonable
assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which
the decision to abandon the areas is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over
the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to
carry forward costs in relation to that area of interest.
Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities
are expensed as incurred and treated as exploration and evaluation expenditure.
Impairment of Assets
(f)
At each reporting date, the Directors review the carrying values of its tangible and intangible assets to
determine whether there is any indication that those assets have been impaired. If such an indication exists,
the recoverable amount of the assets, being the higher of the asset’s fair value less costs to sell and value
in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its
recoverable amount is expensed to the statement of comprehensive income.
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.
Provisions
(g)
Provisions are recognised where there is a legal or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits will result and that outflow can be reliably
measured.
Taruga Minerals Limited
Page 38
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
(h) Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly
liquid investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of change in value.
Trade and other receivables
(i)
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using
the effective interest method, less any allowance for expected credit losses. Trade receivables are generally
due for settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped
based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Revenue
(j)
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to
the financial assets.
(k) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of
GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is
recognised as part of the cost of acquisition of the asset or as part of an item of the expenses. Receivables
and payables in the statement of financial position are shown inclusive of GST.
Issued Capital
(l)
Issued and paid up capital is recognised at the fair value of the consideration received by the Company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction
of the share proceeds received.
(m) Trade and other payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and
services provided to the Group prior to the end of the financial year that are unpaid and arise when the
Group becomes obliged to make future payments in respect of the purchase of these goods and services.
(n) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Board of Directors of
Taruga Minerals Limited.
Taruga Minerals Limited
Page 39
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
Critical accounting estimates and judgements
The application of accounting policies requires the use of judgements, estimates and assumptions about
carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
Key Estimates – Impairment
The Directors assess impairment at each reporting date by evaluating conditions specific to the Group that
may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset
is determined.
An impairment of $742,448 was recognised in the current year in respect of prepaid acquisition
consideration repayable to the Group (note 7) due to the uncertainty surrounding the timing of the
repayment to the Group.
Key Estimates – Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value
of the equity instruments at the date at which they are granted. The fair value is determined by an external
valuer using a Black-Scholes model, using the assumptions detailed in Note 21.
The Group measures the cost of cash-settled share-based payments at fair value at the grant date using
the Black-Scholes model taking into account the terms and conditions upon which the instruments were
granted.
(o) Share based payments – shares and options
The fair value of shares and share options granted is recognised as an expense with a corresponding
increase in equity. Fair value is measured at grant date and recognised over the period during which the
grantees become unconditionally entitled to the shares or share options.
The fair value of share grants at grant date is determined by the share price at that time.
The fair value of share options at grant date is determined using a Black-Scholes option pricing model that
takes into account the exercise price, the term of the option, any vesting and performance criteria, the share
price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the
risk free rate for the term of the option.
Upon the exercise of the option, the balance of the share-based payments reserve relating to the option is
transferred to share capital.
(p) Foreign currency translation
Both the functional and presentation currency of Taruga Minerals Limited is Australian dollars. Each entity
in the Group determines its own functional currency and items included in the financial statements of each
entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange
rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
are retranslated at the rate of exchange ruling at the balance date.
All exchange differences in the consolidated financial report are taken to profit or loss with the exception of
differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity.
These are taken directly to equity until the disposal of the net investment, at which time they are recognised
in profit or loss.
Tax charges and credits attributable to exchange differences on those borrowings are also recognised in
equity.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate as at the date of the initial transaction.
Taruga Minerals Limited
Page 40
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates
at the date when the fair value was determined. Translation differences on assets and liabilities carried at
fair value are reported as part of the fair value gain or loss.
The functional currency of the subsidiary MGS Ghana is CFA Francs. The functional currency of the
subsidiary Taruga Congo SARLU was Congalese Franc.
As at the balance date the assets and liabilities of these subsidiaries are translated into the presentation
currency of Taruga Minerals Limited at the rate of exchange ruling at the balance date and income and
expense items are translated at the average exchange rate for the period, unless exchange rates fluctuated
significantly during that period, in which case the exchange rates at the dates of the transactions are used.
The exchange differences arising on the translation are taken directly to a separate component of equity,
being recognised in the foreign currency translation reserve.
On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that
particular foreign operation is recognised in profit or loss.
In addition, in relation to the partial disposal of a subsidiary that does not result in the Group losing control
over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-
controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial
disposals of associates or jointly controlled entities that do not result in the Group losing significant influence
or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or
loss.
(q) Parent entity financial information
The financial information for the parent entity, Taruga Minerals Limited, disclosed in Note 20 has been
prepared on the same basis as the consolidated financial statements, except for Investments in subsidiaries
which are accounted for at cost in the parent entity’s financial statements. Dividends received from
associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying
amount of these investments.
NOTE 2 – REVENUE
Revenue
Interest received
Other income
Total Revenue
Consolidated
2020
$
603
36,597
37,200
2019
$
3,431
-
3,431
Taruga Minerals Limited
Page 41
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 3 – LOSS FROM CONTINUING ACTIVITIES BEFORE INCOME
TAX
Expenses
Depreciation of non-current assets:
Plant and Equipment
Office furniture and equipment
Motor vehicles
Total depreciation of non-current assets
Share-based payments:
Share based payments to Contractors (shares)
Share-based payments to Contractors 1
Performance rights to Directors (Note 21)
Consolidated
2020
$
2019
$
631
3,238
17,120
20,989
1,662
339
14,310
16,311
78,000
252,500
690,417
1,020,917
-
252,500
519,000
771,500
1 In 2018, the Company received approval at the General Meeting held on 24 May 2018 to issue 1,500,000
Performance Rights to two contractors for their services, past and future, as exploration manager and
engineering consultant of the Company. The expense is related to the Performance Rights previously
allotted.
NOTE 4 – INCOME TAX
The prima facie tax expense at 30% on loss from continuing activities is reconciled to the income tax
expense in the financial statements as follows:
Loss from continuing operations
Loss from discontinued operations
2020
$
2019
$
(1,506,792)
(989,507)
(2,895,787)
(71,993)
Prima facie income tax expense at 30%
(748,890)
(890,334)
Tax effect of permanent differences
Foreign projects
Share-based payments
Other non-deductible expenses
71,446
306,275
285,656
306,765
231,450
242,455
Income tax expense adjusted for permanent differences
(85,512)
(109,663)
Deferred tax asset not brought to account
Income tax expense
85,512
-
109,663
-
Taruga Minerals Limited
Page 42
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 4 – INCOME TAX (CONTINUED)
Income tax benefit
The directors estimate the cumulative unrecognised deferred tax asset
attributable to the company and its controlled entity at 30% is as follows:
Deferred tax assets
Revenue losses after permanent differences
Capital losses
Capital raising costs yet to be claimed
Accruals
Other
Consolidated
2020
$
925,299
800,113
5,190
19,489
-
1,750,091
2019
$
781,829
-
7,050
5,293
85
794,257
The potential deferred tax asset has not been brought to account in the financial report at 30 June 2020
as the Directors do not believe it is appropriate to regard the realisation of the asset as probable. This
asset will only be obtained if:
(a)
(b)
The company and its controlled entity derive future assessable income of an amount and type
sufficient to enable the benefit from the deductions for the tax losses and the unrecouped
exploration expenditure to be realised;
The company and its controlled entity continue to comply with the conditions for deductibility
imposed by tax legislation; and
(c) No changes in tax legislation adversely affect the company and its controlled entity in realising
the benefit from the deductions for the tax losses and unrecouped exploration expenditure.
Franking Credits
No franking credits are available at balance date for the subsequent financial year.
NOTE 5 – CASH AND CASH EQUIVALENTS
Cash at bank and on hand
2020
$
2,025,102
2019
$
401,763
Cash at bank earns interest at floating rates based on daily deposit rates.
NOTE 6 – TRADE AND OTHER RECEIVABLES
Current
GST receivable
Other receivables
Other current assets
No credit losses are expected at balance date.
2020
$
-
45,665
1,834
47,499
2019
$
69,732
17,222
7,659
94,613
Taruga Minerals Limited
Page 43
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 7 – OTHER ASSETS
Share subscription receivable
Prepaid acquisition consideration at 1 July 2019
Impairment 1
Consolidated
2020
$
2019
$
742,448
(742,448)
-
725,608
-
725,608
1 Prepaid acquisition consideration totalling US$510,000 towards due diligence costs, and the acquisition
of the Kamilombe Project and adjacent tenure in the DRC. During the year, management decided not to
pursue completing the acquisition and sought repayment of these advances. Due to concerns on the
timing of the repayment, which raises doubts about recoverability, management has impaired the balance
in full resulting in an impairment expense of $742,448. Management continues to work on a repayment
plan for these advances with the unrelated third party.
Taruga Minerals Limited
Page 44
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NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 9 – TRADE AND OTHER PAYABLES
Trade creditors
Other payables
2020
$
39,613
64,963
104,576
2019
$
67,050
18,769
85,819
Trade payables are non-interest bearing and are normally settled on 30 day terms.
NOTE 10 – ISSUED CAPITAL
(a)
Issued capital
390,534,838 shares fully paid
2020
$
2019
$
21,675,871
19,531,500
Movements in ordinary share capital of the Company were as follows:
Opening balance at 30 June 2018
Placement - Tranche 2 (Part 1)
Placement - Tranche 2 (Part 2)
Issue costs
Closing balance at 30 June 2019
Opening balance at 30 June 2019
Placement
Rights Issue
Consultants shares
Issue costs - cash
Issue costs - options
Closing balance at 30 June 2020
Movements in options were as follows:
Opening balance at 30 June 2018
Closing balance at 30 June 2018
19-Sept-18 - Unlisted free attaching Options Placement –
Tranche 2
09-Nov-18 - Unlisted free attaching Options Placement – Tranche
2
Closing balance at 30 June 2019
19-Dec-19 – Broker Options
19-Dec-19 – Options expiring
Number
136,405,334
2,380,952
2,380,952
-
141,167,238
Number
141,167,238
81,175,000
162,192,600
6,000,000
-
390,534,838
Number
6,988,095
6,988,095
2,380,952
2,380,952
11,749,999
35,000,000
(11,749,999)
35,000,000
$
18,531,500
500,000
500,000
-
19,531,500
$
19,531,500
811,750
1,621,926
78,000
(153,212)
(214,093)
21,675,871
$
-
-
-
-
-
-
-
Taruga Minerals Limited
Page 47
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 10 – ISSUED CAPITAL (CONTINUED)
(b)
Voting and dividend rights
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion
to the number of shares held.
At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
NOTE 11 – RESERVES AND ACCUMULATED LOSSES
Share-based Payments Reserve
Foreign Currency Translation Reserve
Accumulated Losses
Balance at beginning of the year
Net loss from ordinary activities
Balance at end of the year
Share-based Payment Reserve
Balance at beginning of the year
Reserve arising on share-based payments expensed
Balance at end of the year
Foreign Currency Translation Reserve
Balance at beginning of the year
Transfer of exchange gain/(loss) on discontinued operations
Reserve arising on translation of foreign subsidiaries
Balance at end of the year
Nature and purpose of Reserves
Consolidated
2020
$
2019
$
1,992,976
(5,415)
1,987,561
2020
$
19,135,957
2,496,299
21,632,256
2020
$
835,792
1,157,184
1,992,976
2020
$
(5,236)
-
(179)
(5,415)
835,792
(5,326)
830,466
2019
$
16,168,177
2,967,780
19,135,957
2019
$
64,292
771,500
835,792
2019
$
(58,227)
34,865
18,126
(5,236)
The foreign currency translation reserve is used to record exchange differences arising from the translation
of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net
investments in foreign operations.
This share-based payments reserve is used to record the value of equity benefits provided to employees,
Directors and consultants as part of their remuneration.
Taruga Minerals Limited
Page 48
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 12 – COMMITMENTS FOR EXPENDITURE
(a)
Mineral Tenement Leases
On 2 April 2020, the Company announced that it had notified the consortium of Mint-Master and the
Lualaba Government (Consortium) that the Company has decided to withdraw its interest in the
Kamilombe copper-cobalt project, DRC. Therefore, there are no commitments for expenditure at 30 June
2020.
There are no current commitments for expenditure relating to the Flinders Project.
Not later than one year
Later than 1 year but not later than 2 years
Later than 2 years but not later than 5 years
2020
$
-
-
-
-
2019
$
500,000
500,000
500,000
1,500,000
NOTE 13 – INVESTMENT IN CONTROLLED ENTITIES
Registered
Number
Country of
Incorporation
Interest Held
Value of investment
Parent
2020
2019
2020
$
2019
$
Taruga Minerals Limited 153 868 789
Australia
Subsidiaries
Taruga Congo SARLU
01-122-
N31711L
DRC
100%
100%
1,361
1,361
MGS Ghana Limited
CA-80, 601
Ghana
100%
100%
-
-
NOTE 14 – SEGMENT INFORMATION
AASB 8 Operating Segments requires operating segments to be identified on the basis of internal reports
about components of the Group that are regularly reviewed by the Chief Operating Decision Maker in order
to allocate resources to the segment and to assess its performance.
The Group’s operating segments have been determined with reference to the monthly management
accounts used by the Chief Operating Decision maker to make decisions regarding the Group’s operations
and allocation of working capital. Due to the size and nature of the Group, the Board as a whole has been
determined as the Chief Operating Decision Maker.
Based on the quantitative thresholds included in AASB 8, there is only two reportable segments, being the
exploration of minerals in the Democratic Republic of Congo (DRC) and Australia.
The accounting policies of the reportable segments are the same as Group accounting policies.
Taruga Minerals Limited
Page 49
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 14 – SEGMENT INFORMATION (CONTINUED)
Geographic Information
30 June 2020
Revenues from external customers
Australia
$
DRC
$
Discontinued
Operations
$
Consolidated
$
Total loss after tax
(1,544,113)
(952,186)
-
(2,496,299)
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
2,062,303
20,422
2,082,725
10,298
42,729
53,027
101,007
101,007
3,569
3,569
Net assets
1,981,718
49,458
-
-
-
-
-
-
2,072,601
63,151
2,135,752
104,576
104,576
2,031,176
30 June 2019
Revenues from external customers
Total loss after tax
(2,087,603)
(808,184)
(71,993)
(2,967,780)
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
368,098
27,230
395,328
853,886
62,704
916,590
59,897
59,897
25,922
25,922
Net assets
335,431
890,668
-
-
-
-
-
-
1,221,984
89,934
1,311,918
85,819
85,819
1,226,099
Taruga Minerals Limited
Page 50
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 15 – NOTES TO THE STATEMENT OF CASH FLOWS
Reconciliation of loss after income tax to net operating cash flows
Loss from ordinary activities
Depreciation
Impairment of exploration
Exchange loss
Share-based payments
Movement in assets and liabilities
Receivables
Payables
Consolidated
2020
$
2019
$
2,496,299
2,967,780
(20,989)
(811,057)
(1,843)
(1,020,917)
(16,311)
-
(6,428)
(771,500)
641,493
2,173,541
29,074
6,495
60,464
46,810
Net cash used in operating activities
677,062
2,280,815
NOTE 16 – RELATED PARTY INFORMATION
a)
Transactions with Key Management Personnel
The transactions with key management personnel have been entered into under terms and conditions no
more favourable than those the Company would have adopted if dealing at arm's length.
b) Directors and Executives Disclosures
The aggregate compensation made to directors and other key management personnel of the Group is set
out below:
Short-term employee benefits
Performance rights
NOTE 17 – REMUNERATION OF AUDITORS
Auditing and reviewing of the financial statements of Taruga Minerals
Limited and of its controlled entities.
2020
$
104,219
690,416
794,635
2020
$
27,509
27,509
2019
$
255,500
519,000
774,500
2019
$
26,265
26,265
Taruga Minerals Limited
Page 51
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 18 – LOSS PER SHARE
The loss and weighted average number of ordinary shares used in the calculation of basic loss per share
is as follows:
Loss for the year
Loss for the year from continuing operations
Loss for the year from discontinued operations
Consolidated
2020
$
2,496,299
1,506,792
989,507
2019
$
2,967,780
2,086,382
881,398
Number
Number
Weighted average number of ordinary shares outstanding during the
year used in the calculation of basic loss per share
245,022,936
139,790,852
There are no potential ordinary shares on issue at the date of this report.
NOTE 19 – FINANCIAL INSTRUMENTS
Financial Risk Management Policies
The Group’s financial instruments consist mainly of deposits with banks, accounts receivable, accounts
payable and hire purchase liabilities.
The Board’s overall risk management strategy seeks to assist the Group in meeting its financial targets,
whilst maintaining potential adverse effects on financial performance. The Group has developed a
framework for a risk management policy and internal compliance and control systems that covers the
organisational, financial and operational aspects of the group’s affairs. The Chairman is responsible for
ensuring the maintenance of, and compliance with, appropriate systems.
Financial Risk Exposures and Management
The main risks the group is exposed to through its financial instruments are interest rate risk, foreign
currency risk and liquidity risk.
Interest Rate Risk
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate
as a result of change in the market, interest rate and the effective weighted average interest rate on these
financial assets, is as follows:
Financial Assets
Cash at Bank
Total Financial Assets
Weighted Average Effective
Floating Interest Rate
Interest Rate
Consolidated
2020
2019
0.64%
0.21%
2020
$
2,025,102
2,025,102
2019
$
402,024
402,024
There are no financial liabilities subject to interest rate fluctuations.
Taruga Minerals Limited
Page 52
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 19 – FINANCIAL INSTRUMENTS (CONTINUED)
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed
in the statement of financial position and in the notes to and forming part of the financial statements.
Interest Rate Sensitivity Analysis
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk. This sensitivity
analysis demonstrates the effect on the current year results and equity which could result in a change in
these risks.
At 30 June 2020 the effect on the loss and equity as a result of changes in the interest rate with all other
variables remaining constant is as follows:
Change in Loss
•
Increase in interest by 2%
• Decrease in interest by 2%
Change in Equity
•
Increase in interest by 2%
• Decrease in interest by 2%
Foreign Currency Risk
Consolidated
2020
$
(40,504)
40,504
(40,504)
40,504
2019
$
(8,040)
8,040
(8,040)
8,040
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to
exchange rate fluctuations arise.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities
at the reporting date is as follows:
Currency
Congolese Dollars
Foreign currency
Liabilities
2020
$
-
Consolidated
Assets
2020
$
1,600
Liabilities
2019
$
-
Assets
2019
$
52,325
Other than translational risk the Group has no significant exposure to foreign currency risk at the balance
date.
Liquidity Risk
The group manages liquidity risk by monitoring forecast cash flows.
Taruga Minerals Limited
Page 53
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 19 – FINANCIAL INSTRUMENTS (CONTINUED)
Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance
date, is the carrying amount net of any provisions for doubtful debts, as disclosed in the statement of
financial position and notes to the financial statement.
In the case of cash deposited, credit risk is minimised by depositing with recognised financial intermediaries
such as banks, subject to Australian Prudential Regulation Authority Supervision.
The Group does not have any material risk exposure to any single debtor or group of debtors under financial
instruments entered into by it.
Capital Management Risk
Management controls the capital of the Group in order to maximise the return to shareholders and ensure
that the group can fund its operations and continue as a going concern.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting
its capital structure in response to changes in these risks and in the market. These responses include the
management of expenditure and debt levels and share and option issues.
There have been no changes in the strategy adopted by management to control capital of the Group since
the prior year.
Net Fair Values
For financial assets and liabilities, the net fair value approximates their carrying value. The Group has no
financial assets or liabilities that are readily traded on organised markets at balance date and has no
financial assets where the carrying amount exceeds net fair values at balance date.
NOTE 20 - MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR
On 2 July 2020, the Company announced that it had appointed experienced South Australian based
geologist, Thomas Line as Chief Executive Officer of Taruga. Thomas has been working as the Project
Manager for Taruga in leading the exploration program on the Flinders Project. On 2 July 2020, the
Company announced that the Option Agreement with Strikeline Resources was amended to include
EL6437 the “Torrens Project” which adjoins the Flinders Project in the Gawler Craton, South Australia.
On 14 July 2020, the Company announced further high-grade copper results from a channel and grab
sampling program undertaken at the Woolshed/Metabase Prospect, Flinders Project.
On 27 July 2020, the Company announced that Mr Paul Cronin and Mr Eric de Mori had been appointed
as Non-Executive Directors of the Company. Simultaneously with the appointment of Mr Cronin and Mr de
Mori as Directors of the Company, Mr Cameron Williams and Mr Stefan White have offered to step down.
On 19 August 2020, the Company released the results of a soil sampling program undertaken at the
Woolshed prospect, Flinders Project. The sampling program led to the definition of a strong coherent copper
in soil anomaly which extends for more than 3km, is strongly coincident with magnetics and is open to the
south at Woolshed and Metabase.
Taruga Minerals Limited
Page 54
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 20 - MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR (CONTINUED)
On 28 August 2020, the Company announced the results of a General Meeting of Shareholders held that
day, with all 8 resolutions passing by way of a Poll.
On 2 September 2020, the Company announced that it had raised $4,000,000 (before costs) through the
issue of 66,666,667 new shares in the Company at $0.06 per share. The placement was undertaken via
Ashanti Capital Pty Ltd and Foster Stockbroking Pty Ltd as Joint Lead Managers.
On 17 September 2020, the Company announced the acquisition of the Mt Craig Copper Project (MCCP).
The MCCP is part of the option agreement to acquire 100% of Strikeline Resources Pty Ltd, with no changes
to the acquisition terms.
Other than as detailed above, no other matters have arisen since 30 June 2020 that in the opinion of the
directors has significantly affected or may significantly affect in future financial years (i) the Group’s
operations, or (ii) the results of those operations, or (iii) the Group’s state of affairs.
Taruga Minerals Limited
Page 55
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 20 - PARENT ENTITY DISCLOSURES
Financial Position
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
Total Current Assets
NON CURRENT ASSETS
Property, plant and equipment
Total Non Current assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Financial Performance
Loss for the year
Total comprehensive loss
2020
$
2019
$
2,023,476
24,572
14,255
349,412
11,000
7,659
2,062,303
368,071
20,422
27,229
20,422
27,229
2,082,725
395,300
101,007
59,896
101,007
59,896
101,007
59,896
1,981,718
335,404
21,675,871
1,992,976
(21,687,129)
19,531,500
835,792
(20,031,888)
1,981,718
335,404
1,655,241
1,655,241
3,805,484
3,805,484
The parent entity has not entered into any guarantees in relation to debts of its subsidiaries, has no
contingent liabilities, and has no commitments for acquisition of plant and equipment.
Taruga Minerals Limited
Page 56
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 21 – SHARE-BASED PAYMENTS
Performance Rights Valuation
Item
Value of underlying security
Exercise price
Valuation date
10-Day VWAP barrier
Life of the Rights (years)
Volatility
Risk-free rate
Dividend yield
Vesting Conditions
Number of Rights
Value per Right
Value per Tranche
Tranche A
$0.22
nil
1 June 2018
$0.30
3.00
60%
2.12%
nil
Note 1
8,500,000
$0.19
$1,589,500
Tranche B
$0.22
nil
1 June 2018
$0.40
3.00
60%
2.12%
nil
Note 2
2,500,000
$0.16
$392,500
Tranche C
$0.22
nil
1 June 2018
$0.50
3.00
60%
2.12%
nil
Note 3
2,500,000
$0.13
$332,500
1 The Tranche A Rights will vest upon the 10-day volume weighted average price (‘10-Day VWAP’) of shares traded
on the Australian Securities Exchange (‘ASX’) being at $0.30 or greater.
2 The Tranche B Rights will vest upon the 10-Day VWAP of shares traded on the ASX being at $0.40 or greater.
3 The Tranche C Rights will vest upon the 10-Day VWAP of shares traded on the ASX being at $0.50 or greater.
The above tranches of performance rights are expensed over the life of the rights (3 years). The expense
included in the reporting period to 30 June 2020 was $942,917 (30 June 2019: $771,500).
Option Valuation
The following options were issued to brokers during the period:
Number
Grant Date
Expiry Date Exercise Price
$
Fair Value at
grant date
$
Vesting date
35,000,000
20/12/19
20/12/23
0.025
214,268
20/12/19
The fair value of the equity-settled share options is estimated as at the date of grant using the Black-scholes
model taking into account the terms and conditions upon which the options were granted.
Value of underlying security
Exercise price
Valuation date
Life of the Rights (years)
Volatility
Risk-free rate
Dividend yield
Value per Option
$0.011
$0.025
20/12/19
4.00
100%
2.00%
nil
$0.006
Taruga Minerals Limited
Page 57
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 21 – SHARE-BASED PAYMENTS (CONTINUED)
Shares issued to consultants
During the year 6,000,000 shares were issued to Ashanti Capital and Shaw and Partners as a facilitation
fee on the signing of the option agreement with Strikeline Resources Pty Ltd.
The shares were valued at $0.013 being the share price on the date of issue (22 May 2020).
NOTE 22 – DISCONTINUED OPERATIONS
Current year - Kamilombe Project
During the period Taruga Democratic Republic of the Congo withdrew from their acquisition of the
Kamilombe Project and adjacent tenure in the Democratic Republic of the Congo (DRC). There were no
cash flows attributable to the discontinued operations with the $989,507 loss being comprised of
impairment loss (Note 7), exploration expenditure, depreciation and other expenses.
Results of discontinued operations
Depreciation
Exploration expenditure
Impairment expense
Other expenses
Results from operating activities
Income tax (expense)/benefit
Results from operating activities after tax
Cashflows gained from/(used in) discontinued operations
Net cash gained from operating activities
Net cash flow for the year
Prior year - West African Gold Assets
2020
$
2019
$
(14,182)
(232,718)
(742,448)
(159)
(989,507)
-
-
(989,507)
(12,645)
(796,149)
-
(611)
(809,405)
-
-
(809,405)
-
-
-
-
During the prior year, following the divestments of its West African gold assets, the Group deregistered
two of its subsidiaries: Gecko Gold Cote d’Ivoire SARL and Gecko Gold Limited. There was no material
loss or cash flows attributable to the discontinued operations with the $71,993 loss being comprised of
written off assets and the attributable foreign currency reserve balance.
Taruga Minerals Limited
Page 58
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
NOTE 22 – DISCONTINUED OPERATIONS (CONTINUED)
Assets and liabilities of discontinued operations
2020
$
2019
$
Assets
Cash and cash equivalents
Trade and other receivables
Liabilities
Loan from parent entity
Net Assets/(Liabilities)
Results of discontinued operations
Revenue
Cost of sales
Expenses
Results from operating activities
Income tax (expense)/benefit
Results from operating activities after tax
Loss on disposal of discontinued operations
Cashflows gained from/(used in) discontinued operations
Net cash gained from operating activities
Net cash flow for the year
-
-
-
-
-
-
-
-
-
-
-
-
-
5,562
28,740
(4,844,454)
(4,810,152)
-
-
(2,826)
(2,826)
-
(2,826)
(69,167)
(71,993)
-
-
Taruga Minerals Limited
Page 59
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2020
AND CONTROLLED ENTITIES
In the opinion of the directors of Taruga Minerals Limited (“the Company”):
1)
The attached financial statements and notes thereto are in accordance with the Corporations Act
2001 including:
(a)
(b)
complying with Australian Accounting Standards, the Corporations Regulations 2001,
professional reporting requirements and other mandatory requirements; and
giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its
performance for the period then ended; and
2)
3)
4)
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 financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
This declaration has been made after reviewing the declarations required to be made to the
Directors in accordance with section 295A of the Corporations Act 2001 for the financial period
ended 30 June 2020.
This declaration is signed in accordance with a resolution of the Board of Directors made pursuant to
s.303(5) of the Corporations Act 2001.
Gary Steinepreis
Non-Executive Director
Dated Perth 29 September 2020
Taruga Minerals Limited
Page 60
INDEPENDENT AUDITOR’S REPORT
To the members of Taruga Minerals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Taruga Minerals Limited (“the Company”) and its controlled
entities (“the Group”), which comprises the consolidated statement of financial position as at 30
June 2020, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the
Corporations Act 2001, including:
a)
b)
giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its
financial performance for the year then ended; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Group in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements of
the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (“the Code”) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial report of the current period. These matters were addressed in the context
of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. We have determined the matter described below to
be the key audit matters to be communicated in our report.
Key Audit Matters
How our audit addressed the key audit
matter
Kamilombe Discontinued Operation
Refer to Note 22
During
the year, Taruga Congo SARLU
withdrew from its acquisition of the Kamilombe
Project and adjacent tenure in the Democratic
Republic of the Congo.
We considered this to be a key audit matter as
the Group had a related advance of $742,448
Our procedures included but were not
limited to:
-
Assessing
the
the withdrawal
Kamilombe Project against the criteria
for a discontinued operation contained
in AASB 5 Non-current Assets Held for
Sale and Discontinued Operations;
from
Taruga Minerals Limited
Page 61
to a DRC entity which necessitated us to
consider expected credit
this
amount in addition to the disclosure within the
financial statements as a discontinued
operation.
losses on
-
-
the
assessment
Considering
by
management of the recoverable amount
of the advance made to a DRC entity of
$742,448 and ensuring the impairment
was appropriately disclosed;
Ensuring the disclosures in relation to
the discontinued operation were
appropriately made within the financial
statements.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2020, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives
a true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group
to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Taruga Minerals Limited
Page 62
-
-
-
-
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial report or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended
30 June 2020.
In our opinion, the Remuneration Report of Taruga 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.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
29 September 2020
M R Ohm
Partner
Taruga Minerals Limited
Page 63
ASX Additional Information
ANALYSIS OF SHAREHOLDING as at 23 September 2020
1
1,001
5,001
10,001
100,001
Total
-
-
-
-
-
1,000
5,000
10,000
100,000
or more
AND CONTROLLED ENTITIES
Shareholders
199
84
88
392
279
1,042
The number of shareholdings held in less than marketable parcels is 321.
Voting Rights
Article 16 of the Constitution specifies that on a show of hands every member present in person, by attorney
or by proxy shall have:
a)
b)
for every fully paid share held by him one vote
for every share which is not fully paid a fraction of the vote equal to the amount paid up on the
share over the nominal value of the shares
Substantial Shareholders
The following substantial shareholders have notified the Company in accordance with Corporations Act
2001.
Nil.
Directors’ Shareholding
The interest of each director in the share capital of the Company is detailed in the director’s report.
Securities Subject to Escrow
Nil.
Taruga Minerals Limited
Page 64
ASX Additional Information
AND CONTROLLED ENTITIES
TOP TWENTY SHAREHOLDERS
Rank Holder Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
MCNEIL NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
GLAMOUR DIVISION PTY LTD
HAVELOCK MINING INVESTMENT LTD
MR MARK GASSON
CITICORP NOMINEES PTY LIMITED
RANCHLAND HOLDINGS PTY LTD
TALLTREE HOLDINGS PTY LTD
REPLAY HOLDINGS PTY LTD
TALLTREE HOLDINGS PTY LTD
MR SALIM CASSIM
BNP PARIBAS NOMINEES PTY LTD
TWO TOPS PTY LTD
MOUTIER PTY LTD
UBS NOMINEES PTY LTD
OAKHURST ENTERPRISES PTY LTD
MR BERNARD AYLWARD
WORKPOWER PTY LTD
MR STEFAN VINCENT WHITE
Securities
28,924,782
25,748,241
24,855,542
19,589,400
19,047,618
17,000,000
15,466,742
12,146,903
10,000,000
10,000,000
9,500,000
8,850,000
8,685,918
7,500,000
7,500,000
7,231,872
7,218,334
5,671,386
5,251,152
5,000,000
% IC
6.33%
5.63%
5.44%
4.28%
4.17%
3.72%
3.38%
2.66%
2.19%
2.19%
2.08%
1.94%
1.90%
1.64%
1.64%
1.58%
1.58%
1.24%
1.15%
1.09%
Total - Top 20 holders of ORDINARY FULLY PAID SHARES
Total - Remaining Holders Balance
281,252,154
61.52%
175,949,506
38.48%
The name of the joint Company Secretaries are Daniel Smith and Sylvia Foong.
The address of the registered office is: Level 8, 99 St Georges Terrace, Perth WA 6000.
Registers of securities are held by Automic Group, Level 2/267 St Georges Terrace WA 6000
Quotation has been granted for all the ordinary shares of the Company on the Australian Securities
Exchange Ltd.
There are nil securities currently subject to escrow.
Unquoted Options over Un-issued Shares
There are 35,000,000 unlisted options exercisable at $0.30 each on or before 18 February 2024.
Taruga Minerals Limited
Page 65
ASX Additional Information
AND CONTROLLED ENTITIES
Interests in tenements held directly by Taruga Minerals or subsidiary company
Tenements
Held
Country
E51/1832
E70/5029
E70/5030
E70/5031
EL6362 (Flinders)
EL6437 (Torrens)
ELA2020/00077) (MCCP)
100%
100% (In application)
100% (In application)
100% (In application)
Option to acquire 100%
Option to acquire 100%
Option to acquire 100%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Taruga Minerals Limited
Page 66