White Cliff Minerals Limited
ABN 22 126 299 125
Annual report
for the year ended 30 June 2019
White Cliff Minerals Limited
ABN 22 126 299 125
Contents
Corporate information
Review of operations
Directors’ report
Auditor’s independence declaration
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors’ declaration
Independent auditor’s report to the members
ASX additional information
3
4
15
25
26
27
28
29
30
50
51
55
2
White Cliff Minerals Limited
ABN 22 126 299 125
Corporate Information
Directors
Company secretary
Dan Smith
Nicholas Ong
Ed Mead
Jack Gardner
Michael Langoulant
Todd Hibberd
Rodd Boland
(Appointed 14 December 2018)
(Appointed 14 December 2018)
(Appointed 19 June 2019)
(Appointed 26 October 2018;
Resigned14 December 2018)
(Resigned 29 November 2018)
(Resigned 19 June 2019)
(Resigned 23 December 2018)
Nicholas Ong
Ian Hobson
Michael Langoulant
(Appointed 17 December 2018)
(Resigned 17 December 2018)
(Resigned 29 November 2018)
Registered office and
principal place of business
Level 8, 99 St Georges Terrace
Perth, Western Australia 6000
Share registry
Auditors
Solicitors
ASX code
Telephone:
Facsimile:
Website:
(08) 9486 4036
(08) 9486 4799
www.wcminerals.com.au
Computershare Investor Services Pty Ltd
Level 11, 172 St George’s Terrace
Perth, Western Australia 6000
(08) 9323 2000
Telephone:
HLB Mann Judd
Chartered Accountants
Level 4, 130 Stirling Street
Perth, Western Australia 6000
Atkinson Corporate Lawyers
Level 8, 99 St Georges Terrace
Perth, WA 6000
White Cliff Minerals Limited is listed on the Australian
Securities Exchange (Shares: WCN, Options: WCNOD,
WCNOE)
3
White Cliff Minerals Limited
ABN 22 126 299 125
Review of Operations
Highlights
• During the year, corporate restructure and rights issue completed
• Maiden Nickel-Cobalt Inferred Mineral Resource defined at Coronation Dam, WA. 5.7 Mt at 1.0% nickel
and 0.08%cobalt above a cut-off grade of 0.8% nickel
• Maiden Nickel-Cobalt Inferred Mineral Resource defined at Ghan Well, WA. 1.3 Mt at 0.9% nickel and
0.07% cobalt above a cut-off grade of 0.8% nickel
• New copper and gold zones identified 2-4 Km East of Aucu gold deposit
• Gold Nuggets Recovered at Merolia Gold Project
Corporate
During the year, the Group completed a partially underwritten 2:1 renounceable rights issue and subsequently
repaid all loans. The Company appointed Mr Nicholas Ong, Mr Daniel Smith and Mr Ed Mead as non-executive
directors. Mr Nicholas Ong was also appointed as Company Secretary. The Company announced the
resignations of Messer’s Gardner, Langoulant, Hibberd, and Boland.
Exploration Summary
White Cliff controls tenement packages in Western Australia’s Yilgarn Craton and a major gold-copper project
in Central Asia. On 6 September 2019 the Company announced that it had executed a binding offer for the
sale of the Company’s 90% interest in the Accu Copper-Gold project in Kyrgyzstan, to RTG Mining Inc for total
consideration of US$2.65 million.
Central Asia
During the year, an extensive geochemical survey identified that the core and alteration halo of the Chanach
copper porphyry system extended over an 8 kilometre long zone. The survey also identified anomalous gold,
copper, arsenic and base metal results to the north and east of the Aucu gold deposit. Follow up mapping and
sampling identified new gold and copper zones 2-4 kilometres east of the Aucu gold deposit.
The Company undertook a bulk sampling program along a 450 metre section of the Chanach river alluvial
terraces 1 kilometre downstream from the Aucu Gold deposit to assess the placer gold potential of the 16km
long river system. Visible gold was detected in 62 samples out of the 65 samples collected. The samples have
been submitted to the laboratory for analysis with results expected in mid-March.
In January 2019, the Company engaged a KPMG Perth to undertake a review of the options for advancing the
project, either through joint-ventures or divestment. Subsequent to the end of the financial year, the Company
announced that it has executed a binding share sale and purchase agreement for the sale of the Company’s
90% interest in the Aucu Copper-Gold project to RTG Mining Inc (RTG) for total consideration of US$2.65
million.
Western Australia
In Western Australia the Company is exploring several projects with the primary focus on the Ghan Well and
Coronation Dam cobalt and nickel projects (Map 1).
For the Ghan Well nickel-cobalt deposit, the Company reported in accordance with the guidelines of the JORC
Code, a cut-off grade of 0.8% nickel, with the project consisting of 1.3 million tonnes with an average grade of
0.9% nickel and 0.007% cobalt, containing 11,900 tonnes of nickel and 900 tonnes of cobalt.
For the Coronation Dam nickel-cobalt deposit, the Company reported in accordance with the guidelines of
JORC Code, a cut-off grade of 0.8% nickel, with a project consisting of 5.7 million tonnes grading 1.0% nickel
and 0.08% cobalt, containing 56,700 tonnes of nickel and 4,300 tonnes of cobalt.
4
White Cliff Minerals Limited
ABN 22 126 299 125
Map 1 White Cliff Minerals Limited exploration projects in Western Australia
5
White Cliff Minerals Limited
ABN 22 126 299 125
Map 2 Aucu project location with regional geology with major gold deposits illustrated
The Aucu Gold Project, Central Asia (90%)1
During the year, the Company received results from a mapping and rock sampling program that identified
extensive new mineralisation (ASX release 11 January 2019). The Company also conducted a bulk sampling
program to evaluate the potential of the alluvial river terraces to host a placer gold deposit (ASX release 14
March 2019).
Mapping and rock sampling was conducted over a large area based on the results from the recent soil
geochemistry sampling program (ASX release 9 December 2018). The mapping identified multiple new shear
zones and assays of rock samples have identified significant gold and copper mineralisation with gold assays
up to 6.7 g/t gold and copper assays up to 7.8% copper (ASX release 11 January 2019). The sampling confirms
that the scale of the Aucu gold and copper system extends over at least 8 kilometres west to east and is still
untested to the south.
6
White Cliff Minerals Limited
ABN 22 126 299 125
Figure 1: Rock geochemistry (gold) highlights new mineralised zones identified east of the Aucu gold deposit and hints at
additional mineralised porphyry intrusions.
The copper and gold results are associated with both porphyry and the overlying sandstones. Mineralisation
occurs as within shear zones in both lithologies and as a layer of thermally altered magnetite rich skarn that is
sandwiched between the sandstone and porphyry.
The highest copper and gold results are associated with chalcopyrite and copper oxides (malachite and
azurite) usually within shear zones cutting through the sandstones and porphyries.
Moderate copper grades (1-2% Cu) and lower gold grades (0.1-0.7 g/t Au) are associated with the magnetite
rich skarn. Key results are summarised in Table 1.
Table 1: Key copper and gold results
Sample
Easting
Northing
Gold (ppm) Copper (%) Zinc (ppm)
CHPT18-14-02
CHPT18-15-06
CHPT18-15-08
CHPT18-15-09
CHPT18-15-10
CHPT18-16-01
CHPT18-17-01
CHPT18-17-02
CHPT18-17-06
CHPT18-17-07
CHT18E-01-06
CHT18E-02-12
CHPT18-01-01
CHPT18-03-03
701,575 4,624,578
700,715 4,624,831
700,546 4,642,777
700,539 4,624,783
700,413 4,625,002
700,724 4,625,437
701,556 4,625,426
701,605 4,625,435
701,794 4,625,534
701,636 4,625,507
699,591 4,625,098
699,606 4,625,088
696,076 4,626,666
699,606 4,625,091
6.70
2.11
1.86
2.99
1.63
0.13
1.54
1.13
1.03
0.54
0.09
0.46
2.18
0.38
0.02
1.21
5.47
0.21
0.01
1.54
1.44
1.83
1.80
1.89
1.48
3.04
0.14
7.82
42
150
8
26
9
6,551
264
734
162
884
217
740
8
188
7
White Cliff Minerals Limited
ABN 22 126 299 125
Australian Nickel and Cobalt Projects (100%)
The Company has a 100% interest in three nickel and cobalt projects in the north-eastern goldfields of Western
Australia. Substantial work has been conducted during the year and is detailed in the following sections. All
three projects are located close to multiple operating mines serviced by substantial existing infrastructure such
as roads, telecommunications, power, gas and with access to a skilled workforce. They are all within trucking
distance of Glencore’s Murrin Murrin nickel-cobalt processing plant and other proposed processing facilities
that could potentially pose an option for monetising resources.
Figure 2: Location and infrastructure map of the Coronation Dam, Ghan Well and Coglia Well cobalt projects. The area is
serviced by rail, roads, towns, airports and Glencore’s nickel processing facility at Murrin Murrin
Coronation Dam Nickel and Cobalt Project (100%)
The project consists of one tenement (16km2) in the Wiluna-Norseman greenstone belt 90km south of the
Murrin Murrin nickel-cobalt HPAL plant. The tenement contains an Inferred Mineral Resource of 5.7 million
tonnes at 1% nickel and 0.08% cobalt containing 56,700 tonnes of nickel and 4,300 tonnes of cobalt (ASX
release 25 March 2019). Mineralisation is open along strike within an extensive ultramafic unit that contains
zones of cobalt mineralisation associated with nickel mineralisation.
During the year, the Company reported a maiden Inferred Mineral Resource (ASX release 25 March 2019) for
the Coronation Dam nickel-cobalt deposit.
8
White Cliff Minerals Limited
ABN 22 126 299 125
Figure 3: Oblique view looking north-west of the Inferred Mineral Resource blocks (nickel-left, cobalt-right) above a nickel
cut-off grade of 0.8% nickel. Vertical exaggeration is set to 4.
The main zone of mineralisation extends over 1.4 km north-south and 750 metres east-west. The vertical
thickness of mineralisation ranges from several metres to a maximum of 70 metres. Mineralisation starts at
surface and dips shallowly to the west. The bulk of the higher-grade mineralisation is concentrated within the
centre of the deposit (see figures 4 showing depth slices of the nickel mineralisation). The deposit has only
been shallowly drilled in most areas and remains open along strike and at depth. Table 2 provides a breakdown
of the resource estimate by material type. Table 3 provides a breakdown of the resource estimate reported
above a range of cut-off grades.
Table 2: Coronation Dam – Inferred Mineral Resource March 2019 reported above a cut-off grade of 0.8%
nickel
Resource category Material type Tonnes (Mt)
Oxide
Inferred
Transitional
Fresh
Total
5.0
0.5
0.2
5.7
Grade
Contained metal
Ni (%)
Co (%)
Nickel (kt) Cobalt (kt)
1.0
0.9
1.0
1.0
0.08
0.06
0.02
0.08
50.8
4.3
1.5
56.7
4.0
0.3
0.02
4.3
Table 3: Coronation Dam – Inferred Mineral Resource March 2019 reported above a range of nickel cut-off
grades (COG)
Ni % COG
Tonnes
Grade
Contained Metal
Mt
Ni (%) Co (%) Ni (kt) Cobalt (kt)
0.5
0.6
0.65
0.7
0.8
0.9
1.0
14.5
12.3
10.6
8.8
5.7
3.3
1.9
0.8
0.8
0.9
0.9
1.0
1.1
1.2
0.05
0.06
0.06
0.07
0.08
0.09
0.10
115.6
103.3
92.2
80.1
56.7
37.1
23.9
7.5
6.9
6.4
5.7
4.3
3.0
2.0
For example, reported above a cut-off grade of 0.65% nickel, the deposit contains an Inferred Mineral Resource
of 10.6 million tonnes at an average grade of 0.9% nickel and 0.06% cobalt (containing 92.2 thousand tonnes
of nickel and 6.4 thousand tonnes of cobalt).
The drilling and subsequent resource modelling has identified a substantial Inferred Mineral Resource of both
nickel and cobalt. The drilling and resource modelling have covered a 1.4 kilometre long section of the
prospective ultramafic sequence which extends for 5.6 kilometres within the tenement. Immediately north of
the Inferred Mineral Resource there are several historical drill holes with nickel and cobalt mineralisation
greater than 0.8% nickel or 0.05% cobalt (figure 4). This area covers a 1.7 kilometre long section of the
prospective sequence and is a priority exploration target.
9
White Cliff Minerals Limited
ABN 22 126 299 125
Similarly, immediately south of the Inferred Mineral Resource, the prospective ultramafic unit extends for a
kilometre with some historical drill holes containing some anomalous nickel and cobalt mineralisation greater
than 1% nickel and 0.08% cobalt.
There is also potential for additional mineralisation to the west of the existing Inferred Mineral Resource,
particularly down-dip, along section from the existing intersections.
Interestingly, a small portion of the Inferred Mineral Resource occurs in fresh rock and consists of 200,000
tonnes at 1.0% nickel and 0.02% cobalt. The implication is that this mineralisation may consist of either nickel
sulphide mineralisation or garnierite veining and the Company is investigating the potential for the tenement
to host nickel sulphide mineralisation.
Figure 4: Location map of drilling and cobalt mineralisation at Coronation Dam located 90 km southeast of Glencore’s
Murrin-Murrin processing facility in Western Australia. Coloured dots represent maximum down hole nickel (left) and cobalt
(right) grades from historical drilling. WCN drill holes are not coloured by grade.
10
White Cliff Minerals Limited
ABN 22 126 299 125
Ghan Well Nickel and Cobalt Project (100%)
During the year, the Company reported a maiden Inferred Mineral Resource for the Ghan Well nickel-cobalt
deposit (ASX Release 18 April 2019). The Mineral Resource is reported in accordance with the guidelines of
the JORC Code.
The nickel and cobalt Inferred Mineral Resource, reported above a cut-off grade of 0.8% nickel, consists of
1.3 million tonnes with an average grade of 0.9% nickel and 0.07% cobalt, containing 11,900 tonnes of nickel
and 900 tonnes of cobalt (Table 4). Table 5 provides a breakdown of the resource estimate reported above a
range of cut-off grades.
Table 4: Ghan Well – Inferred Mineral Resource April 2019 reported above a cut-off grade of 0.8% nickel
Resource category Material type Tonnes (Mt)
Grade
Contained metal
Ni (%)
Co (%)
Nickel (kt) Cobalt (kt)
Inferred
Oxide
Transitional
Total
0.5
0.8
1.3
0.9
0.9
0.9
0.09
0.05
0.07
4.2
7.7
11.9
0.4
0.4
0.9
Table 5: Ghan Well – Inferred Mineral Resource April 2019 reported above a range of nickel cut-off grades
(COG)
Ni % COG
0.5
0.6
0.65
0.7
0.8
0.9
1.0
Tonnes
Grade
Contained Metal
Mt
6.5
4.6
3.6
2.7
1.3
0.6
0.2
Ni (%) Co (%) Ni (kt) Cobalt (kt)
0.7
0.8
0.8
0.8
0.9
1.0
1.1
0.04
0.05
0.05
0.06
0.07
0.07
0.08
45.3
34.6
28.6
22.1
11.9
6.3
2.6
2.4
2.1
1.8
1.5
0.9
0.5
0.2
The main zone of mineralisation extends over 700 metres north-south and 850 metres east-west and occurs
as clays (oxide) to saprolitic ultramafic overlying fresh ultramafic rock (Figure 5). The overall shape of the
mineralisation is a flat-lying, undulating body, separated into two main zones in the south which coalesce into
a single zone to the north. The mineralisation is of variable thickness ranging from 1-2 metres to 40 metres.
11
White Cliff Minerals Limited
ABN 22 126 299 125
Figure 5: Outline of the Ghan Well Inferred nickel and cobalt resource above a cut-off grade of 0.8% nickel (red) and
interpreted ultramafic unit (white high magnetic zones) based on second vertical derivative magnetic image.
The deposit has only been shallowly drilled in most areas and the potential for nickel and cobalt mineralisation
remains open along strike for 3 kilometres to the north and 6 kilometres to the south (Figure 6). Immediately
south of the new Inferred Resource the ultramafic host rock becomes significantly wider (increasing in width
from 750 metres to 1,650 metres) providing substantial scope to increase the resource with further drilling.
The Company is examining options for adding value to the project which may include preliminary metallurgical
test-work to establish metal recoveries and rock characteristics prior to further drilling. The proximity to
processing infrastructure provides the potential for multiple development options if an Indicated Mineral
Resource is defined.
12
White Cliff Minerals Limited
ABN 22 126 299 125
Figure 6: Outline of the Ghan Well tenement (blue hatch) showing Inferred Resource (>0.8% Ni) in green and the extent
of the host ultramafic unit (white, high magnetic zones).
Coglia Nickel and Cobalt Project (100%)
The project consists of two tenements (238km2) in the Merolia greenstone belt 50km south east of Laverton,
Western Australia. The tenements contain extensive ultramafic units that host zones of cobalt mineralisation
associated with nickel mineralisation. Previous drilling has identified extensive nickel and cobalt grades
including 17 metres at 0.11% cobalt and 1.0% nickel (ASX release 18 June 2018).
Annual Resource and Reserve Statement
MINERAL RESOURCE SUMMARY AS AT 30 JUNE 2019
1. AuCu gold-copper project, Kyrgyzstan
Gold
Area
Lower Gold Zone
Upper Gold Zone
Sandstone Zone
Quartz Zone
Quartz Zone Halo
Camp Gold Zone
Eastern Gold Zone
Total
Copper
Gold (g/t) Gold (Ounces)
Category Tonnes
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
1,160,000 4.0
4.7
770,000
11.4
280,000
6.2
330,000
1.9
190,000
8.8
110,000
120,000
2.8
2,950,000 5.1
148,000
116,000
102,000
65,000
11,000
30,000
11,000
484,000
Area
Quartz Zone
Chanach Porphyry
Total
Category
Inferred
Inferred
Inferred
Tonnes
700,000
16,500,000
17,500,000
Copper % Copper (tonnes)
0.51
0.36
0.37
4,000
60,000
64,000
13
White Cliff Minerals Limited
ABN 22 126 299 125
2. Australian Cobalt and Nickel Projects
Coronation Dam – Inferred Mineral Resource March 2019 reported above a cut-off grade of 0.8% nickel
Resource category Material type Tonnes (Mt)
Oxide
Inferred
Transitional
Fresh
Total
5.0
0.5
0.2
5.7
Grade
Contained metal
Ni (%)
Co (%)
Nickel (kt) Cobalt (kt)
1.0
0.9
1.0
1.0
0.08
0.06
0.02
0.08
50.8
4.3
1.5
56.7
4.0
0.3
0.02
4.3
Ghan Well – Inferred Mineral Resource April 2019 reported above a cut-off grade of 0.8% nickel
Resource category Material type Tonnes (Mt)
Grade
Contained metal
Ni (%)
Co (%)
Nickel (kt) Cobalt (kt)
Inferred
Oxide
Transitional
Total
0.5
0.8
1.3
0.9
0.9
0.9
0.09
0.05
0.07
4.2
7.7
11.9
0.4
0.4
0.9
Governance Arrangements and Internal Controls
The Company has ensured that the mineral resource estimates quoted above are subject to governance
arrangements and internal controls. A summary of these are outlined below.
The mineral resources at each of the AuCu, Coronation Dam and Ghan Well projects are reported in
accordance with JORC 2012.
Audit of the estimation of mineral resources is addressed as part of the annual internal audit plan approved by
the Board in its capacity as the Audit and Risk Committee. In addition to routine internal audit, the Board
monitors the mineral resource status and approves the final outcome.
The annual mineral resource update is a prescribed activity within the annual corporate planning calendar that
includes a schedule of regular executive engagement meetings to approve assumptions and guide the overall
process.
The mineral resource estimation processes followed internally are well established and are subject to
systematic internal and external peer review. Independent technical reviews and audits are undertaken on an
as-needs basis as a product of risk assessment.
Competent Persons Statement
The Information in this report that relates to exploration results, mineral resources or ore reserves is based on
information compiled by Mr Edward Mead, who is a member of the Australian Institute of Mining and Metallurgy.
Mr Mead is a full time employee of the company. Mr Mead has sufficient experience which is relevant to the
style of mineralisation and type of deposits under consideration and to the activity that he is undertaking to
qualify as a Competent Person as defined in the 2012 edition of the `Australian Code for Reporting Exploration
Results, Mineral Resources and Ore Reserves (the JORC Code)`. Mr Mead consents to the inclusion of this
information in the form and context in which it appears in this report.
14
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Your directors present their annual financial report on the consolidated entity (referred to hereafter as the
“Company”) consisting of White Cliff Minerals Limited (the “Company” or “parent entity”) and the entities it
controlled during the financial year ended 30 June 2019. In order to comply with the provisions of the
Corporations Act, the directors report as follows:
Directors
The following persons were directors of the Company during the financial year and up to the date of this
report:
D Smith – Non-Executive Chairman (appointed 14 December 2018)
N Ong – Non-Executive Director (appointed 14 December 2018)
E Mead - Non-Executive Director (appointed 19 June 2019)
M Langoulant – (resigned 29 November 2018)
T Hibberd - (resigned 19 June 2019)
R Boland - (resigned 23 December 2018)
J Gardner - (appointed 26 October 2018; resigned 14 December 2018)
Principal activities
The principal activity of the Group during the financial year was mineral exploration.
Dividends
No dividend has been paid or declared since the start of the financial year and the directors do not recommend
the payment of a dividend in respect of the financial year.
Review of operations
Information on the operations of the Group is set out in the Review of Operations report on pages 4 to 13 of
this Annual Report.
Significant changes in the state of affairs
There have been no significant changes in the state of affairs of the Group during the financial year and up
to the date of this report other than the share consolidation referred to in Note 12 below and the rights issues
and placement during the year.
Matters subsequent to the end of the financial year
There has not been any matter or circumstance that has arisen after balance date that has significantly
affected, or may significantly affect, the operations of the Group, the results of those operations, or the state
of affairs of the Group in future financial periods other than:
• On 6 September 2019, the Group announced that it had executed a binding offer for the sale of the
Group’s 90% interest in the Aucu Gold-Copper project in Kyrgyzstan, to RTG Mining Inc for US$2.65
million, consisting of US$2.15 million cash and US$500K of RTG shares (“RTG”).
• On 11 September 2019, the Group despatched a notice of extraordinary general meeting to
shareholders to approve the sale.
Likely developments and expected results
Additional comments on expected results of certain operations of the Group are included in the Review of
Operations.
Environmental legislation
The Group is subject to significant environmental legal regulations in respect to its exploration and evaluation
activities. There have been no known breaches of these regulations and principles.
Indemnification and insurance of directors and officers
During the financial year the Group has not paid premiums in respect of insuring directors and officers of the
Group against liabilities incurred as directors or officers. The Group has no insurance policy in place that
indemnifies the Group’s auditors.
15
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Information on directors
Daniel Smith; BA, MAICD, GIA (cert), RG146 Non-Executive Chairman
Experience and expertise
A Director since December 2018, Mr Smith is a member of the Australian Institute of Company Directors and
the Governance Institute of Australia and has over 10 years’ primary and secondary capital markets expertise.
As a director of corporate consulting firm Minerva Corporate, he has advised on, and been involved in, over
a dozen IPOs, RTOs and capital raisings on both the ASX and NSX. His key focus is on corporate governance
and compliance, commercial due diligence and transaction structuring, as well as ongoing investor and
stakeholder engagement.
Other current directorships
Alien Metals Ltd
Artemis Resources Limited
Lachlan Start Limited
Europa Metals Ltd
Hipo Resources Limited
Appointed 26 February 2019
Appointed 5 February 2019
Appointed 18 January 2018
Appointed 16 January 2018
Appointed 13 June 2018
Former directorships in the last 3 years
Taruga Minerals (2014-2017), CoAssets Limited (2015-2018), PLC Financial Limited (2017-2018)
Special responsibilities
Chairman of the board
Interests in shares and options at the date of this report
1,333,334 shares, and 1,333,334 options
Nicholas Ong; MBA, BCom, GradDipAppFin, GradDipACG, MAICD, FCIS, FGIA Non-Executive Director
Experience and expertise
A Director since December 2018, Mr Ong was a Principal Adviser at the ASX and brings 15 years’ experience
in IPO, listing rules compliance and corporate governance. He was an active member of the ASX JORC
Group and has overseen the admission of over 100 companies to the official list of the ASX. Nicholas is a
member of the Governance Institute of Australia and holds a Bachelor of Commerce and a Master of Business
Administration from the University of Western Australia.
Other current directorships
Helios Energy Limited
Arrow Minerals Limited
Vonex Limited
Black Star Petroleum Limited
Appointed 4 August 2017
Appointed 15 June 2011
Appointed 14 June 2016
Appointed 31 July 2018
Former directorships in the last 3 years
Excelsior Gold Limited, CoAssets Limited, Auroch Minerals Limited, Fraser Range Metals Group Limited,
Tianmei Beverage Group Corporation Limited, Bojun Agriculture Holdings Limited and Jiajiafu Modern
Agriculture Limited.
Special responsibilities
Company Secretary
Interests in shares and options at the date of this report
1,333,334 shares, and 1,333,334 options
Ed Mead; BSc, MAIMM Non-Executive Director
Experience and expertise
A Director since June 2019, Mr Mead is a geologist with over 20 years’ experience in gold and base metals
exploration, mine development and mine production. Ed has also worked in the oil and gas industry on
offshore drilling platforms. Other commodities that he has significant experience with and can be considered
to be a competent person in are iron ore, magnetite, coal, manganese, lithium, potash and uranium.
Other current directorships
Artemis Resources Limited
31 December 2014
Former directorships in the last 3 years
None
Special responsibilities
Geology
Interests in shares and options at the date of this report
None
16
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Michael Langoulant; B Com, CA resigned 29 November 2018
Experience and expertise
Mr. Langoulant has approximately 30 years’ experience in public company corporate administration and
fundraising. After 10 years with large international accounting firms he has acted as finance director, CFO,
company secretary and non-executive director with a number of publicly listed companies.
Todd Jeffrey Hibberd; BSc, MSc, Dip Bus, MAusIMM, MAICD resigned 19 June 2019
Experience and expertise
Mr. Hibberd is a geologist with an extensive background in exploration, mining and mineral economics with
over 24 years in exploration, resource estimation, feasibility studies, mine development and production
management. Recent experience includes nine years as a Director of White Cliff Minerals (seven years as
Managing Director), two years as Managing Director of ASX listed Stonehenge Metals Limited and 10 years
working for Newmont Mining Corporation in various senior exploration and production roles.
Rodd Boland; B Com, MBA resigned 23 December 2018
Experience and expertise
Mr. Boland has over 20 years of corporate and financial industry experience in investment banking, executive
management and the capital markets including advising and raising equity for corporations in the form of
venture capital, private equity, pre-initial public offerings and initial public offerings.
Jack Gardner; B Eng, MBA appointed 26 October 2018; resigned 14 December 2018
Experience and expertise
Mr. Gardner is an engineer with extensive experience bringing mines into production. Mr. Gardner graduated
from the University of Melbourne in 1962 with a Bachelor of Engineering (Mechanical) degree and is a Fellow
of the Institution of Engineers Australia. He also holds a Master of Business Administration degree from Curtin
University, Western Australia.
17
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Meetings of directors
During the financial year there were 5 formal directors’ meetings. All other matters that required formal Board
resolutions were dealt with via written circular resolutions. In addition, the directors met on an informal basis
at regular intervals during the financial year to discuss the Group’s affairs.
The number of meetings of the Company’s board of directors attended by each director were:
D Smith
N Ong
E Mead
J Gardner
M Langoulant
T Hibberd
R Boland
Shares under option
Directors’ meetings held
whilst in office
1
1
0
0
4
5
5
Directors’
meetings attended
1
1
0
0
4
5
5
Outstanding share options at the date of this report are as follows:
Grant Date
15 November 2018
11 February 2019
October 2017
October 2017
Date of expiry
30 September 2020
28 February 2024
31 July 2020
31July 2020
Exercise price
$0.045
$0.015
$0.25
$0.50
Number of options
155,483,480
290,368,588
5,000,000
5,000,000
No option holder has any right under the options to participate in any other share issue of the Company or
any other controlled entity.
Shares issued on the exercise of options
During the year, 3,000 shares (post-consolidation) were issued upon the exercise of options at $0.015.
Options expired
During the year, the following options expired unexercised:
Amount
600,000
3,026,403
10,270,754
Options
$0.60 options on 1 December 2018
$0.65 options on 31 December 2018
$0.50 options on 30 June 2019
18
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Remuneration Report (Audited)
This report outlines the remuneration arrangements in place for the key management personnel of White Cliff
Minerals Limited (the “Company”) for the financial year ended 30 June 2019. The information provided in this
remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
The remuneration report details the remuneration arrangements for key management personnel (“KMP”) who
are defined as those persons having authority and responsibility for planning, directing and controlling the
major activities of the Company and the Group, directly or indirectly, including any director (whether executive
or otherwise) of the parent company, and includes all executives in the Parent and the Group receiving the
highest remuneration.
Key Management Personnel
(i) Directors
D Smith (appointed 14 December 2018)
N Ong (appointed 14 December 2018)
E Mead (appointed 19 June 2019)
J Gardner (appointed 26 October 2018; resigned 14 December 2018)
Michael Langoulant (resigned 29 November 2018)
Todd Hibberd (resigned 19 June 2019)
Rodd Boland (resigned 23 December 2018)
(ii) Executives
There were no other executives of the Company as at 30 June 2019.
Details of directors’ and executives’ remuneration are set out under the following main headings:
A
B
C
D
Principles used to determine the nature and amount of remuneration
Details of remuneration
Employment contracts/Consultancy agreements
Share-based compensation
Principles used to determine the nature and amount of remuneration
A
The objective of the Company’s executive reward framework is to ensure reward for performance is
competitive and appropriate for the results delivered. The framework aims to align executive reward with the
creation of value for shareholders. The key criteria for good remuneration governance practices adopted by
the Board are:
•
•
•
•
•
competitiveness and reasonableness
acceptability to shareholders
performance incentives
transparency
capital management
The framework provides a mix of fixed salary, consultancy agreement based remuneration and share based
incentives.
The broad remuneration policy for determining the nature and amount of emoluments of Board members and
senior executives of the Company is governed by the full board. Although there is no separate remuneration
committee the Board’s aim is to ensure the remuneration packages properly reflect directors’ and executives’
duties and responsibilities. The Board assesses the appropriateness of the nature and amount of emoluments
of such officers on a periodic basis by reference to relevant employment market conditions with the overall
objective of ensuring maximum stakeholder benefit from the retention and motivation of a high quality Board
and executive team.
19
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
The current remuneration policy adopted is that no element of any director or executive package is directly
related to the Group’s financial performance. Indeed, there are no elements of any director or executive
remuneration that are dependent upon the satisfaction of any specific condition however the overall
remuneration policy framework is structured to advance and create shareholder wealth.
Non-executive directors
Fees and payments to non-executive directors reflect the demands which are made on, and the
responsibilities of, the directors. Non-executive directors’ fees and payments are reviewed annually by the
Board and are intended to be in line with the market.
Directors’ fees
Some of the directors perform at least some executive or consultancy services. As the Board considers it
important to distinguish between the executive and non-executive roles each of the directors receive a separate
fixed fee for their services as a director.
Retirement allowances for directors
Apart from superannuation payments paid on salaries there are no retirement allowances for directors.
Executive pay
The executive pay and reward framework has the following components:
•
•
base pay and benefits such as superannuation
long-term incentives through participation in employee equity issues
Base pay
All executives are either full time employees or consultants who are paid on an agreed basis that has been
formalised in a consultancy agreement.
Benefits
Apart from superannuation paid on executive salaries there are no additional benefits paid to executives.
Short-term incentives
There are no current short term incentive remuneration arrangements.
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.
During the year ended 30 June 2019, all pre-existing performance rights issued to directors were cancelled
for no consideration in conjunction with a share consolidation.
B
Details of remuneration
Amounts of remuneration
Details of the remuneration of the directors and other key management personnel (as defined in AASB 124
Related Party Disclosures) of the Company and the Group for the year ended 30 June 2019 are set out in the
following tables. There are no elements of remuneration that are directly related to performance.
The key management personnel of the Group comprise the directors of the Company who have the authority
and responsibility for planning, directing and controlling the activities of the Group. Given the size and nature
of the Group, there are no other employees who are required to have their remuneration disclosed in
accordance with the Corporations Act 2001.
20
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Remuneration of directors
Year ended
30 June 2019
Name
Director
M Langoulant2
(resigned 29 November 2018)
T Hibberd
(resigned 19 June 2019)
R Boland
(resigned 23 December 2018)
J Gardner
(appointed 26 October 2018,
resigned 14 December 2018)
Daniel Smith
(appointed 14 December 2018)
Nicholas Ong
(appointed 14 December 2018)
Ed Mead
(appointed 19 June 2019)
Year ended
30 June 2018
Director
M Langoulant2
T Hibberd
R Boland
Salary / fees
Post-
employment
benefits
Superannuation
$
Share-
based
payments1
$
Total
$
Performance
based
remuneratio
n %
$
115,086
346,887
18,750
4,110
16,371
16,371
-
-
16,342
-
-
-
-
-
-
-
-
-
-
-
-
115,086
363,229
18,750
4,110
16,371
16,371
-
-
-
-
-
-
-
-
515,575
16,342
-
533,917
180,000
259,356
30,000
-
21,789
-
20,000
20,000
-
200,000
301,145
30,000
10%
6.6%
-
469,356
21,789
40,000
531,145
1 The assessed fair value at grant date of performance rights (2018) granted to directors is included in key management
personnel remuneration above and expensed in the statement of comprehensive income over the vesting period of the
options. Fair values at grant date are determined using the market price of the Company’s shares at the date of grant
for performance rights.
2 Includes fees for accounting and corporate administration services paid to Lanza Holdings Pty Ltd, a company of
which Mr Langoulant is a director and shareholder, in accordance with a consultancy agreement which may be
terminated by the Company by paying 9 months of consultancy fees, or by Lanza Holdings Pty Ltd due to breach or
upon 3 months’ notice.
C
Employment contracts/Consultancy agreements
On appointment to the Board, all Non-Executive Directors enter into a service agreement with the Company
in the form of a letter of appointment. Formal services contracts are made with the Chairman and the
Managing Director. The Company may terminate these contracts on 3 months’ notice by paying 9 months
fees.
21
White Cliff Minerals Limited
ABN 22 126 299 125
Share-based compensation
D
The terms and conditions of options and performance rights granted affecting remuneration in the current or
a future reporting period are as follows:
Performance rights - shown on a pre-share consolidation basis
Performance rights carry no dividend or voting rights. When vested, each right is convertible into one ordinary
share. Performance rights issued to key management personnel as part of their remuneration are as follows:
30 June 2019
Name
Director
M Langoulant
T Hibberd
R Boland
Opening
balance
Issued during
the year1
Exercised
during the year
Cancelled
during the year
Closing
balance1
86,500,000
86,500,000
8,250,000
-
-
-
-
-
-
(86,500,000)
(86,500,000)
(8,250,000)
-
-
-
30 June 2018
Opening
balance
Issued during
the year1
Exercised
during the year
Cancelled
during the year
Closing
balance1
Name
Director
M Langoulant
11,000,000
82,500,000
(7,000,000)
T Hibberd
R Boland
11,000,000
82,500,000
(7,000,000)
1,500,000
8,250,000
(1,500,000)
-
-
-
86,500,000
86,500,000
8,250,000
1 During the current year, all performance rights were cancelled for no consideration. The value ascribed to these
performance rights was based on the Company’s share price on the date of grant, 25 October 2017 ($0.007), however
no value has been expensed or included as remuneration in the past. 8,000,000 2015 performance rights (Tranche A)
which were granted to Mr Langoulant (4,000,000) and Mr Hibberd (4,000,000) on 30 November 2015 and included in the
opening balances above, vested during 2018. As a result, the value of these rights, being $40,000 ($0.005 per right) had
been expensed during the 2018 year and included in the KMP remuneration above.
22
White Cliff Minerals Limited
ABN 22 126 299 125
Key management personnel equity holdings
Balance at
beginning of year
Balance at
Appointment
Additions
Pre-consolidation
Consolidation
Adjustment
Net Movement
during the year
post-consolidation
Balance at
Resignation
Balance at the
end of year
15,832,500
(88,752,059)
3,622,532
5,433,798
2019
Director
Ordinary shares
M Langoulant
(resigned 29 November 2018)
T Hibberd
(resigned 19 June 2019)
R Boland
(resigned 23 December 2018)
J Gardner
(appointed 26 October 2018,
resigned 14 December 2018)
Daniel Smith
(appointed 14 December 2018)
Nicholas Ong
(appointed 14 December 2018)
Edward Mead
(appointed 19 June 2019)
Options
M Langoulant
(resigned 29 November 2018)
T Hibberd
(resigned 19 June 2019)
R Boland
(resigned 23 December 2018)
J Gardner
(appointed 26 October 2018,
resigned 14 December 2018)
Daniel Smith
(appointed 14 December 2018)
Nicholas Ong
(appointed 14 December 2018)
Edward Mead
(appointed 19 June 2019)
75,180,825
76,000,000
11,921,667
-
-
-
-
16,491,989
8,000,000
698,334
-
-
-
2,229,000
666,667
666,667
-
-
-
-
-
-
-
-
20,000
666,667
666,667
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(74,480,000)
3,040,000
4,560,000
(11,745,834)
340,000
515,833
-
-
-
-
5,000,000
7,229,000
666,667
666,667
-
-
-
-
(16,162,150)
3,622,532
3,952,371
(8,000,000)
3,040,000
3,040,000
(684,368)
340,000
353,966
-
-
-
-
1,333,334
1,333,334
-
-
-
-
-
-
-
-
-
5,000,000
5,020,000
666,667
666,667
-
-
-
-
1,333,334
1,333,334
-
23
White Cliff Minerals Limited
ABN 22 126 299 125
Balance at beginning
of year
Net Movement
during the year
Balance at the
end of year
34,651,446
41,001,200
6,260,000
11,833,333
13,000,000
666,667
40,529,379
34,998,800
5,667,667
4,658,656
(5,000,000)
31,667
75,180,825
76,000,000
11,921,667
16,491,989
8,000,000
698,334
2018
Director
Ordinary shares
M Langoulant
T Hibberd
R Boland
Options
M Langoulant
T Hibberd
R Boland
End of remuneration report.
Auditor independence and non-audit services
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors
of the Company with an Independence Declaration in relation to the audit of the financial report. This
Independence Declaration is set out on page 25 and forms part of this directors’ report for the year ended
30 June 2019.
Non-audit services
The Company may decide to employ the auditors on assignments additional to their statutory audit duties
where the auditor’s expertise and experience with the Company and/or the consolidated entity are important.
The Company has considered the position and is satisfied that the provision of the non-audit services is
compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
Details of non-audit services are outlined in Note 22.
Proceedings on behalf of Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to 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 part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001.
This report is made in accordance with a resolution of the directors.
Dan Smith
Director
Perth, Western Australia
Date: 27 September 2019
24
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of White Cliff Minerals Limited for
the year ended 30 June 2019, I declare that to the best of my knowledge and belief, there have
been no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
27 September 2019
L Di Giallonardo
Partner
25
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Comprehensive Income
For the year ended 30 June 2019
Revenue from continuing operations
Exploration acquisition costs written off
Exploration expenditure incurred
Borrowing costs
Share based payment expense
Other expenses
Note
2(a)
2(b)
Consolidated
2019
$
6,023
-
186,387
33,616
-
996,618
2018
$
1,949
20,000
965,902
-
40,000
1,805,475
1,216,621
2,831,377
Loss before income tax expense
(1,210,598)
(2,829,428)
Income tax benefit
Loss from continuing operations
Net Loss after tax from discontinued operations
Net loss for the year
Other comprehensive income, net of tax
Total comprehensive loss for the year
Basic loss per share
(cents per share)
Loss from continuing operations
(cents per share)
3
8
4
4
-
-
(1,210,598)
(865,366)
(2,829,428)
(2,450,812)
(2,075,964)
(5,280,240)
-
-
(2,075,964)
(5,280,240)
(0.2)
(0.1)
(0.2)
(0.1)
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
26
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Financial Position
As at 30 June 2019
Current Assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Other assets
Assets held for sale
Total Current Assets
Non-Current Assets
Plant and equipment
Exploration project acquisition costs
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Borrowings
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Note
Consolidated
2019
$
2018
$
6
7
8
8
9
10
11
369,311
14,195
8,905
-
1,384,417
447,043
104,891
-
28,758
-
1,776,828
580,692
45,538
124,986
67,968
1,489,350
170,524
1,557,318
1,947,352
2,138,010
124,607
16,978
-
679,541
91,473
600,000
141,585
1,371,014
141,585
1,371,014
1,805,767
766,996
12
13
32,736,433
562,703
(31,493,369)
29,771,795
412,606
(29,417,405)
1,805,767
766,996
The above statement of financial position should be read in conjunction with the accompanying notes.
27
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Changes in Equity
For the year ended 30 June 2019
Consolidated
Issued
capital
$
Accumulated
losses
$
Reserves
Total equity
$
$
Balance at 30 June 2017
25,733,309
(24,852,968)
914,399
1,794,740
Loss for the period
Other comprehensive income
Total comprehensive loss for the
year
Shares issued during the period
Exercise of options
Capital raising costs - note 12(b)
(cash)
Share-based payments:
directors
capital raising costs
-
-
Transfers within equity
-
-
-
(5,280,240)
-
(5,280,240)
4,419,089
16,667
(223,260)
-
(255,215)
81,205
-
-
-
-
-
715,803
40,000
255,215
(797,008)
-
-
-
-
-
-
(5,280,240)
-
(5,280,240)
4,419,089
16,667
(223,260)
40,000
-
-
Balance at 30 June 2018
29,771,795
(29,417,405)
412,606
766,996
Loss for the period
Other comprehensive income
Total comprehensive loss for the
year
Shares issued during the period
Exercise of options
Share-based payments:
-
capital raising costs
Capital raising costs (cash)
-
-
-
(2,075,964)
-
(2,075,964)
3,356,848
45
(150,097)
(242,158)
-
-
-
-
-
-
-
-
-
(2,075,964)
-
(2,075,964)
3,356,848
45
150,097
-
-
(242,158)
Balance at 30 June 2019
32,736,433
(31,493,369)
562,703
1,805,767
The above statement of changes in equity should be read in conjunction with the accompanying notes.
28
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Cash Flows
For the year ended 30 June 2019
Cash flows from operating activities
Receipts from customers, government grants and
incentives
Payments to suppliers and employees
Interest paid
Interest received
Consolidated
Inflows/
(Outflows)
2019
$
Inflows/
(Outflows)
2018
$
Note
32,402
(906,486)
(35,184)
797
-
(1,268,221)
(89,583)
1,949
Net cash outflow from operating activities
15(a)
(908,471)
(1,355,855)
Cash flows from investing activities
Payments for exploration and evaluation
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from the issue of shares
Proceeds from borrowings
Repayment of borrowings
Payments for capital raising costs
Net cash inflow from financing activities
Net decrease in cash held
(1,548,374)
(3,416,714)
(1,548,374)
(3,416,714)
3,021,271
-
(400,000)
(242,158)
4,435,757
600,000
(100,000)
(223,261)
2,379,113
4,712,496
(77,732)
(60,073)
Cash at the beginning of the year
447,043
507,116
Cash at the end of the year
6
369,311
447,043
The above statement of cash flows should be read in conjunction with the accompanying notes.
29
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 1: Statement of significant accounting policies
(a)
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. The financial statements comprise the consolidated financial
statements for the Group. For the purposes of preparing the consolidated financial statements, the
Group is a for-profit entity. The accounting policies detailed below have been consistently applied to all
of the years presented unless otherwise stated. The financial report has also been prepared on a
historical cost basis. The Company is a listed public company registered and domiciled in Australia.
The financial report is presented in Australian dollars.
Going Concern
The Company and its controlled entities as at 30 June (the “Group”) do not generate sufficient cash
flows from their operating activities to finance these activities. Thus the continuing viability of the
Group and its ability to continue as a going concern and meet its debts and commitments as they fall
due are dependent upon the Group being successful in completing a capital raising and/or asset
sale/joint venture agreement in the next 12 months. The directors have mitigated this risk by reducing
the Group’s corporate overheads and postponing expenditure on the Group’s projects where possible.
The Group expects shareholders to approve the sale of the Group’s interest in the Accu project at the
general meeting to be held on 15 October 2019. Cash proceeds of US$2.15 million are expected from
this sale. If the sale is not approved and the proceeds not received the Group’s cash flows indicate
that further capital raisings will be required. The directors remain of the view that they will be able to
raise sufficient equity/debt to continue its normal operations; however there is no certainty that this
will occur.
As a result, there exists a material uncertainty that may cast significant doubt on whether the Group
will continue as a going concern and, therefore, whether it will realise its assets and settle its liabilities
and commitments in the normal course of business and at the amounts stated in the financial report.
However, the directors believe that the Group will be successful in the above matters and, accordingly,
have prepared the financial report on a going concern basis.
(b)
Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2019, 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
the current annual reporting period. It has been determined by the Directors that there is no impact,
material or otherwise, of the new and revised Standards and Interpretations on the Group and,
therefore, no change is necessary to Group accounting policies. The Group has however adopted
“AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments
to AASB 101” (certain specific disclosures required by Australian Accounting Standards have not
been made on the basis that the information resulting from that disclosure is not material).
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 2019, specifically AASB 16 Leases. As a result of this
review the Directors have determined that there is no material impact of the new and revised
Standards and Interpretations on the Group and, therefore, no change necessary to Group accounting
policies.
(c)
Statement of compliance
The financial report was authorised by the Board of directors for issue on 27 September 2019.
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).
30
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 1: Statement of significant accounting policies (continued)
(d)
(e)
(f)
(g)
Basis of consolidation
The consolidated financial statements comprise the financial statements of White Cliff Minerals
Limited (“Company” or “parent entity”) and its controlled entities as at 30 June 2019 (the “Group”).
The financial statements of the controlled entities are prepared for the same reporting period as the
parent entity, using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions,
income and expenses and profit and losses resulting from intra-group transactions have been
eliminated in full. Controlled entities are fully consolidated from the date on which control is transferred
to the Group and cease to be consolidated from the date on which control is transferred out of the
Group. Control exists where the Group has the power to govern the financial and operating policies
of an entity so as to obtain benefits from its activities.
Significant accounting judgements estimates and assumptions
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.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are
recognised in the period in which the estimate is revised if it affects only that period, or in the period
of the revision and future periods if the revision affects both current and future periods.
Exploration and evaluation costs carried forward
The Group’s main activity is exploration and evaluation for minerals. The nature of exploration
activities are such that it requires interpretation of complex and difficult geological models in order to
make an assessment of the size, shape, depth and quality of resources and their anticipated
recoveries. The economic, geological and technical factors used to estimate mining viability may
change from period to period. In addition, exploration activities by their nature are inherently
uncertain. Changes in all these factors can impact exploration asset carrying values.
Revenue recognition
Revenue is recognised to the extent that control has passed and it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured. The following specific
recognition criteria must also be met before revenue is recognised:
(i) Interest income
Interest revenue is recognised on a time proportionate basis that take into account the effective yield
on the financial asset.
(ii) Government assistance - drilling grants
Government grants are recognised at fair value where there is reasonable assurance that the grant
will be received and all grant conditions will be met. Grants relating to expense items are recognised
as income over the periods necessary to match the grant to the costs they are compensating.
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments
that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value. Temporary bank overdrafts are included in cash at bank and in hand. Permanent
bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.
31
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 1: Statement of significant accounting policies (continued)
(h)
Income tax
The income tax expense or benefit for the year is the tax payable on the current year’s taxable income
based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax
assets and liabilities attributable to temporary difference and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the end of the reporting period in the countries where the Group’s subsidiaries and
associates operate and generate taxable income. Management periodically evaluates positions
taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected to be
paid to the tax authorities.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are
enacted or substantively enacted by the balance date.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
•
•
when the deferred income tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and that, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; or
when the taxable temporary difference is associated with investments in controlled entities,
associates or interests in joint ventures, and the timing of the reversal of the temporary
difference can be controlled and it is probable that the temporary difference will not reverse in
the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of
unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences and the carry-forward of unused tax
credits and unused tax losses can be utilised, except:
•
•
when the deferred income tax asset relating to the deductible temporary difference arises from
the initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
or
when the deductible temporary difference is associated with investments in controlled entities,
associates or interests in joint ventures, in which case a deferred tax asset is only recognised
to the extent that it is probable that the temporary difference will reverse in the foreseeable
future and taxable profit will be available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised
to the extent that it has become probable that future taxable profit will allow the deferred tax asset to
be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the financial year when the asset is realised or the liability is settled, based on tax rates (and tax laws)
that have been enacted or substantively enacted at the balance date.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to
set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate
to the same taxable entity and the same taxation authority.
Tax consolidation legislation
The Company and its 100% owned Australian resident subsidiaries have implemented the tax
consolidation legislation. Current and deferred tax amounts are accounted for in each individual entity
as if each entity continued to act as a taxpayer on its own.
The Group recognises both its current and deferred tax amounts and those current tax liabilities,
current tax assets and deferred tax assets arising from unused tax credits and unused tax losses
which it has assumed from its controlled entities within the tax consolidated group.
32
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 1: Statement of significant accounting policies (continued)
(i)
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
(j)
•
•
when the GST incurred on a purchase of goods and services is not recoverable from the
taxation authority, in which case the GST is recognised as part of the cost of acquisition of the
asset or as part of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of
cash flows arising from investing and financing activities, which is recoverable from, or payable to,
the taxation authority, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable
to, the taxation authority.
Impairment of assets
The Group assesses at each balance date whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is required, the
Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the
higher of its fair value less costs to sell and its value in use and is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent of those from other
assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair
value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it
belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable
amount, the asset or cash-generating unit is considered impaired and is written down to its
recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. Impairment losses relating to continuing operations are recognised in those
expense categories consistent with the function of the impaired asset unless the asset is carried at
re-valued amount (in which case the impairment loss is treated as a revaluation decrease).
An assessment is also made at each balance date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists,
the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there
has been a change in the estimates used to determine the asset’s recoverable amount since the last
impairment loss was recognised. If that is the case the carrying amount of the asset is increased to
its recoverable amount. That increased amount cannot exceed the carrying amount that would have
been determined, net of depreciation, had no impairment loss been recognised for the asset in prior
financial periods. Such reversal is recognised in profit or loss unless the asset is carried at revalued
amount, in which case the reversal is treated as a revaluation increase. After such a reversal the
depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less
any residual value, on a systematic basis over its remaining useful life.
(k)
Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods
and services provided to the Group prior to the end of the financial year that are unpaid and arise
when the Group becomes obliged to make future payments in respect of the purchase of these goods
and services. Trade and other payables are presented as current liabilities unless payment is not due
within 12 months.
33
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 1: Statement of significant accounting policies (continued)
(l)
(m)
Provisions
Where applicable, provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. Provisions are not made for future operating losses.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance
contract, the reimbursement is recognised as a separate asset but only when the reimbursement is
virtually certain. The expense relating to any provision is presented in the statement of comprehensive
income net of any reimbursement. Provisions are measured at the net present value of management’s
best estimate of the expenditure required to settle the present obligation at the end of the reporting
year.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as
a borrowing cost.
Share-based payment transactions
Equity settled transactions:
The Group provides benefits to employees and consultants of the Group in the form of share-based
payments, whereby employees render services in exchange for shares or rights over shares (equity-
settled transactions).
The cost of these equity-settled transactions with employees and consultants is measured by
reference to the fair value of the equity instruments at the date at which they are granted and/or vested.
The fair value is determined by using either market value or the Black and Scholes model, further
details of which are given in Note14.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity,
over the period in which any performance and/or service conditions are fulfilled, ending on the date
on which the relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting
date reflects the extent to which the vesting period has expired, and the Group’s best estimate of the
number of equity instruments that will ultimately vest.
The statement of comprehensive income charge or credit for a year represents the movement in
cumulative expense recognised as at the beginning and end of that year.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the
terms had not been modified. In addition, an expense is recognised for any modification that increases
the total fair value of the share-based payment arrangement, or is otherwise beneficial to the
employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and
any expense not yet recognised for the award is recognised immediately. However, if a new award is
substituted for the cancelled award and designated as a replacement award on the date that it is
granted, the cancelled and new award are treated as if they were a modification of the original award,
as described in the previous paragraph. The dilutive effect, if any, of outstanding options is reflected
as additional share dilution in the computation of earnings per share.
(n)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs
directly attributable to the issue of new shares or options for the acquisition of a new business are not
included in the costs of acquisition as part of purchase consideration.
34
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 1: Statement of significant accounting policies (continued)
(o)
(p)
Earnings per share
Basic earnings per share is calculated as net profit or loss attributable to members of the parent,
adjusted to exclude any costs of servicing equity (other than dividends) and preference share
dividends, divided by the weighted average number of ordinary shares.
Diluted earnings per share is calculated as net profit or loss attributable to members of the parent,
adjusted for:
•
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares
that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result
from the dilution of potential ordinary shares, divided by the weighted average number of
ordinary shares and dilutive potential ordinary shares.
Exploration and evaluation expenditure
Exploration costs are expensed as incurred. Acquisition costs are accumulated in respect of each
separate area of interest. Acquisition costs are carried forward where right of tenure of the area of
interest is current and they are expected to be recouped through the sale or successful development
and exploitation of the area of interest or, where exploration and evaluation activities in the area of
interest have not yet reached a stage that permits reasonable assessment of the existence of
economically recoverable reserves. When an area of interest is abandoned or the Directors decide
that it is not commercial, any accumulated acquisition costs in respect of that area are written off in
the financial year and accumulated acquisition costs written off to the extent that they will not be
recovered in the future. Amortisation is not charged on acquisition costs carried forward in respect of
areas of interest in the development phase until production commences.
Exploration and evaluation assets are assessed for impairment when facts and circumstances
suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable
amount. The recoverable amount of the exploration and evaluation asset (for the cash generating
unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated
to determine the extent of the impairment loss (if any). Where an impairment loss subsequently
reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable
amount, but only to the extent that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the asset in
previous years.
Where a decision has been made to proceed with development in respect of a particular area of
interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then
reclassified to development.
(q)
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 White Cliff Minerals Limited.
(r)
Parent entity financial statements
The financial information for the parent entity, White Cliff Minerals Limited, disclosed in Note 21, has
been prepared on the same basis as the consolidated financial statements.
35
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 1: Statement of significant accounting policies (continued)
(s)
(t)
Financial instruments
AASB 9 Financial Instruments replaces AASB 139 Financial Instruments: Recognition and
Measurement. It makes major changes to the previous guidance on the classification and
measurement of financial assets and introduces an ‘expected credit loss’ model for impairment of
financial assets.
The investment classifications available-for-sale financial assets and Held-to-maturity investment' are
no longer used and Financial assets at fair value through other comprehensive income (FVOCI) was
introduced. There were no investments held in these categories as at 30 June 2019.
Interest revenue is no longer included in the Revenue note and is now shown separately on the face
of the statement of comprehensive income.
When adopting AASB 9, the Group has applied transitional relief and opted not to restate prior
periods.
AASB 9 also contains new requirements on the application of hedge accounting. The new hedge
accounting looks to the align hedge accounting with entities’ risk management activities look to align
hedge accounting more closely with entities’ risk management activities by increasing the eligibility of
both hedged items and hedging instruments and introducing a more principles-based approach to
assessing hedge effectiveness.
Assets and liabilities held for sale
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than through continuing use. This condition is
regarded as met only when the asset (or disposal group) is available for immediate sale in its present
condition subject only to terms that are usual and customary for sales for such asset (or disposal
groups) and the sale is highly probable. Management must be committed to the sale, which should
be expected to qualify for recognition as a complete sale within one year from the date of
classification.
When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets
and liabilities of that subsidiary are classified as held for sale when the criteria described above are
met, regardless of whether the Group will retain a non-controlling interest in it former subsidiary, after
the sale.
When the Group is committed to a sale plan involving disposal of an investment, or a portion of an
investment, in an associate or joint venture, the investment or the portion of the investment that will
be disposed of is classified as held for sale when the criteria described above are met, and the Group
discontinues the use of the equity method in relation to the portion that is classified as held for sale.
Any retained portion of an investment in an associate or joint venture that has not been classified as
held for sale continues to be accounted for using the equity method. The Group discontinues the use
of the equity method at the time of disposal when the disposal results in the Group losing significant
influence over the associate or joint venture.
After the disposal takes place, the Group accounts for any retained interest in the associate or joint
venture in accordance with AASB 139 unless the retained interest continues to be an associate or a
joint venture, in which case the Group uses the equity method.
36
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 2: Revenue and expenses
(a) Revenue from continuing operations
Interest received
Sundry income
(b) Expenses
Loss from ordinary activities before income tax benefit includes the following
specific expenses (included in other expenses):
Auditor’s remuneration (Note 22)
Borrowing costs
Depreciation
Employee costs*
Interest expense
Leave provisions
* Includes all direct exploration employee costs
Consolidated
2019
$
2018
$
797
5,226
6,023
1,949
-
1,949
27,954
33,616
22,429
404,774
1,814
(54,411)
26,250
17,727
63,079
662,802
89,583
99,389
Note 3: Income tax
The prima facie income tax benefit on pre-tax accounting loss reconciles with
the income tax benefit in the financial statements as follows:
Accounting profit / (loss) before tax from continuing operations
(2,075,966)
(5,280,240)
Income tax expense / (benefit) calculated at 30% (2018: 27.5%)
Non-deductible expenses
Other deferred tax assets and tax liabilities not recognised
Adjustments in respect of deferred income tax of previous years
Junior Minerals Exploration Incentive (JMEI)
Income tax expense/(benefit) reported in the income statement
(a) Unrecognised deferred tax balances
The following deferred tax assets and liabilities have not been brought to
account:
Deferred tax assets comprise:
Losses available for offset against future income – revenue
Losses available for offset against future income – capital
Share issue costs
Accrued expenses and liabilities
Deferred tax liabilities comprise:
Foreign exchange
Exploration expenditure capitalised (Australian)
(622,790)
263,397
326,189
(26,530)
59,734
-
(1,452,066)
16,297
1,435,769
-
-
-
5,083,037
38,159
114,162
13,148
5,248,506
4,697,252
38,159
128,192
13,693
4,877,296
8
31,480
31,488
-
31,480
31,480
37
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 3: Income tax (cont)
Deferred tax assets have not been recognised in respect of these items because it is not considered probable
that future taxable profit will be available against which the Group can utilise the benefit thereof.
(b) Income tax expense not recognised directly in equity
during the year:
Share issue costs
Note 4: Loss per share
Total basic loss per share (cents)
Loss from continuing operations (cents)
The loss and weighted average number of
ordinary shares used in the calculation of basic
loss per share is as follows:
Net loss for the period
Net loss from continuing operations
The weighted average number of ordinary shares
Consolidated
2019
$
2018
$
45,029
45,029
98,930
98,930
(0.2)
(0.1)
(0.2)
(0.1)
(2,075,964)
(5,280,240)
(1,210,597)
(2,829,428)
947,080,344 2,881,791,622
The diluted loss per share is not reflected as the result is anti-dilutive.
Note 5: Segment information
For management purposes, the Board of Directors of the Company has been defined as the Chief Operating
Decision Maker. Segment information is presented in respect of the Group’s business segments based on the
Group’s management and internal reporting structure.
During the year the Group operated predominantly in one business segment that consisted of mineral
exploration. Geographically, the Group explores in both Australia and the Kyrgyz Republic. Segment results
are classified in accordance with their use within geographic segments.
Segment results and assets include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis.
The following table presents the financial information regarding these segments provided to the Board of
Directors for the year ended 30 June 2019.
38
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 5: Segment information (cont)
2019
Revenue
Interest income
Segment revenue
Australia
$
797
5,226
6,023
Kyrgyz1
$
-
-
-
Total
$
797
5,226
6,023
Segment net operating loss after tax
(1,210,597)
(865,367)
(2,075,964)
Segment assets
Other segment information
Segment liabilities
Depreciation and amortisation of segment assets
562,935
1,384,417
1,947,352
141,585
19,659
-
2,770
141,585
22,429
1 The Kyrgyz segment comprises the Accu Copper-Gold project in Kyrgyzstan which has been classified as a disposal group at balance date
(see Note 8).
2018
Revenue
Interest income
Segment revenue
Australia
$
1,949
1,949
Kyrgyz
$
-
-
Total
$
1,949
1,949
Segment net operating loss after tax
(2,829,428)
(2,450,812)
(5,280,240)
Segment assets
Other segment information
Segment liabilities
Depreciation and amortisation of segment assets
736,800
1,401,210
2,138,010
1,356,014
31,411
15,000
31,668
1,371,014
63,079
Note 6: Cash and cash equivalents
Cash at bank
Short term deposits
Consolidated
2019
$
2018
$
369,311
-
50,632
396,411
369,311
447,043
(a) Reconciliation to Statement of Cash Flows
The above figures agree to cash at the end of the financial year as shown in the Statement of Cash Flows.
(b) Cash at bank and on hand
Cash at bank earns interest at floating rates based on daily bank deposit rates.
39
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 7: Trade and other receivables
Goods and services tax receivable
Note 8: Exploration project acquisition costs
Opening balance
Acquisition costs written off
Project acquisition costs
Transfer to assets held for sale
Acquisition costs in respect of areas of
interest in the exploration phase
Consolidated
2019
$
14,195
2018
$
104,891
14,195
104,891
Consolidated
2019
$
2018
$
1,489,350
-
20,053
(1,384,417)
1,509,350
(20,000)
-
-
124,986
1,489,350
(i)
(i) During the year the Company engaged consultants to seek a potential sale of its 90% interest in Aucu-Copper-
Gold project in Kyrgyzstan. The capitalised acquisition costs have been recognised as assets held for sale, as
the project is considered to constitute a disposal group. Subsequent to year end, on 6 September 2019 the
Group announced the Sale of its 90% interest to RTG Mining Inc. for US$2.65m.
The loss from this discontinued operation of $865,366 (2018: $2,450,812) represents exploration expenditure
incurred, and expensed in accordance with the Group’s accounting policy.
The recoupment of the exploration project acquisition costs carried forward is dependent upon the recoupment
of costs through successful development and commercial exploitation, or alternatively by sale of the respective
areas.
Note 9: Trade and other payables
Trade payables and accruals*
Accrued annual leave
115,760
8,847
124,607
604,377
75,164
679,541
* Trade payables are non-interest bearing and are normally paid on 30 day terms.
Note 10: Provisions
Provision for long service leave
16,978
91,473
40
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 11: Borrowings
Short term loan from shareholder
Consolidated
2019
$
-
-
2018
$
600,000
600,000
During the financial year, the Group repaid all outstanding loans. As at 30 June 2019, the Group does not have
any outstanding borrowings.
Movements during the year:
Opening balance
Loans received
Loans repaid
Note 12: Issued capital
(a) Ordinary shares issued
470,349,882 (2018: 3,849,586,836) ordinary
shares
600,000
-
(600,000)
100,000
600,000
(100,000)
-
600,000
Consolidated
$
2019
$
2018
32,736,433
29,771,795
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at shareholders’ meetings. In the event of winding up of the parent entity, ordinary shareholders
rank after all creditors and are fully entitled to any proceeds on liquidation.
Date
1 July 2018
Sept -Nov 2017
Jan-Feb 2018
Mar 2018
Mar 2018
June 2018
Capital raising costs
Capital raising costs
30 June 2018
6 September 2018
15 November 2018
15 November 2018
13 March 2019
28 May 2019
Capital raising costs
Capital raising costs
Details
Rights issue
Placement
Rights issue
Performance shares issued
Options exercised
Cash
Share-based payments
Consolidation 50:1
Rights Issue
Repayment of short term loan
Placement
Exercise of Options
Cash
Share-based payments
Number of
shares
1,879,477,724
939,738,862
500,000,000
513,203,583
15,500,000
1,666,667
-
-
3,849,586,836
(3,772,595,022)
140,650,147
13,333,333
239,371,588
3,000
-
-
Issue Price
$
0.002
0.002
0.003
-
0.01
0.015
0.015
0.005
0.015
$
25,733,309
1,879,478
1,000,000
1,539,611
81,205
16,667
(223,260)
(255,215)
29,771,795
-
2,097,376
200,000
1,059,472
45
(242,158)
(150,097)
30 June 2019
470,349,882
32,736,433
41
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 12: Issued capital (cont)
(c) Share options
Listed options exercisable at $0.015 on or before 28 February 2024
Listed options exercisable at $0.045 on or before 30 September 2020
Listed options exercisable at $0.60 on or before 1 December 2018
Listed options exercisable at $0.65 on or before 31 December 2018
Listed options exercisable at $0.50 on or before 30 June 2019
Gleneagle options Series A
Gleneagle options Series B
1 Adjusted for 50:1 consolidation.
(d) Movements in share options
Listed Options to acquire ordinary fully paid shares at $0.50 on or before
24 June 2019:
Beginning of the financial year
Issued during year
Expired during year
Balance at end of financial year
Listed Options to acquire ordinary fully paid shares at $0.65 on or before
31 December 2018:
Beginning of the financial year
Issued during year
Expired during the financial year
Balance at end of financial year
Unlisted Options to acquire ordinary fully paid shares at $0.60 on or before
1 December 2018:
Beginning of the financial year
Expired during year
Balance at end of financial year
Unlisted Gleneagle Series A Options to acquire ordinary fully paid shares
at $0.25 on or before 31 July 2020:
Beginning of the financial year
Issued during year
Balance at end of financial year
Unlisted Gleneagle Series B Options to acquire ordinary fully paid shares
at $0.25 on or before 31 July 2020:
Beginning of the financial year
Issued during year
Balance at end of financial year
Number of options
2019
20181
290,368,588
155,483,480
-
-
-
5,000,000
5,000,000
455,852,068
-
-
600,000
3,026,444
10,270,754
5,000,000
5,000,000
23,897,198
Number of options
2019
2018
10,270,754
-
(10,270,754)
-
10,270,754
-
-
10,270,754
3,026,445
-
(3,026,445)
-
3,026,445
-
-
3,026,445
600,000
(600,000)
600,000
-
-
600,000
5,000,000
-
-
5,000,000
5,000,000
5,000,000
5,000,000
-
-
5,000,000
5,000,000
5,000,000
42
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 12: Issued capital (cont)
Listed Options to acquire ordinary fully paid shares at $0.045 on or before
30 September 2020:
Beginning of the financial year
Issued during year
Balance at end of financial year
Listed Options to acquire ordinary fully paid shares at $0.015 on or before
30 September 2020:
Beginning of the financial year
Issued during year
Less: options exercised
Balance at end of financial year
Note 13: Reserves
Option issue reserve (a)
Share compensation reserve (b)
Opening balance
Share based expense for year
Capital raising expense
Transferred to equity
Transferred to retained losses
Closing balance
-
155,483,480
155,483,480
-
290,371,588
(3,000)
290,368,588
-
-
-
-
-
-
Consolidated
2019
$
125,391
287,215
-
150,097
-
-
437,313
2018
$
125,391
789,008
40,000
255,215
(81,205)
(715,803)
287,215
562,703
412,606
(a)
(b)
Option issue reserve
The option issue reserve represents amounts paid upon subscribing for options issued by the
Company.
Share compensation reserve
The share compensation reserve is used to record the value of equity benefits provided to consultants
and directors as part of their remuneration. Refer Note 14.
Note 14: Share based payments
Share based payments consists of options and performance rights issued to directors and consultants. The
expense is recognised in the Statement of Comprehensive Income and Statement of Changes in Equity over
the vesting periods of the options and rights. The following share-based payment arrangements were in place
during the current year:
Type
Number
Grant date
Expiry Date
Exercise price
$
Fair value
Pre-consolidation rights
and options
2015 Rights Tranche B
8,000,000
30/11/2015
31/12/2018
-
40,0001
2016 Options
16,000,000
23/12/2016
31/12/2018
0.013
$32,0002
Gleneagle Series A
Options
250,000,000
10/1/18
31/7/2020
0.005
$182,6253
43
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 14: Share based payments (cont)
Type
Number
Grant date
Expiry Date
Exercise price
$
Fair value
Gleneagle Series B
Options
250,000,000
10/1/18
31/7/2020
0.01
$70,5903
2017 Performance rights
173,500,000
25/10/2017
31/12/2020
-
$542,0621
June 2019 Options
2,000,000
29/3/2018
30/6/2019
0.01
$2,0002
Post-consolidation rights
and options
13/03/2019
51,000,000
September 2020 Options
1 No fair value is required to be expensed upon the grant of these performance rights as it was not considered probable that the vesting
conditions of these rights would be met.
2 The fair value of the equity-settled listed options was estimated using the initial bid price for these options on the first day these options
were quoted for trading upon ASX.
3 The Gleneagle unlisted options were granted in respect to Gleneagle’s underwriting of the 2017 Rights Issue. These options have been
valued using a Black & Scholes option pricing model using the following inputs – spot price at date of issue $0.006; exercise prices - $0.005
- $0.01; interest rate 1.88%; volatility 100%; discount for lack of marketability 30%; and discount for vesting hurdles 50% - 60%.
4 The September 2020 options were granted in respect to underwriting of the 2019 Rights Issue. These options have been valued using a
Black & Scholes option pricing model using the following inputs – spot price at date of issue $0.005; exercise prices - $0.015; interest rate
2%; volatility 100%
28/02/2024
$150,0984
0.015
Note 15: Reconciliation of loss after income tax to net cash outflow from operating activities
a) Reconciliation of loss from ordinary activities after income tax
to net cash outflow from operating activities
Net loss for the year after income tax
(2,075,964)
(5,280,240)
Consolidated
2019
$
2018
$
Depreciation
Share based payment expense
Exploration expenditure treated as
exploration investment activity
Exploration acquisition costs written off
(Increase) / decrease in trade and other
receivables
(Increase) / decrease in prepayments
Increase / (decrease) in trade and other
payables
Increase / (decrease) in provisions
22,429
-
63,079
40,000
1,051,753
-
3,416,714
20,000
119,454
(8,905)
57,258
(74,496)
(63,372)
15,300
333,275
99,389
Net cash outflow from operating activities
(908,471)
(1,355,855)
Note 16: Commitments and contingencies
Exploration expenditure commitments
In order to maintain rights of tenure to its Australian located mineral tenements, the Group is required to outlay
certain amounts in respect of rent and minimum expenditure requirements set by the Western Australian State
Government Mines Department. The Group’s commitments to meet this minimum level of expenditure are
approximately $556,174 (2018: $756,000) annually.
44
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 16: Commitments and contingencies (continued)
Exemption from incurring this annual level of expenditure may be granted where access to the tenement area is
restricted for reasons beyond the Group’s control such as where native title issues restrict the Group’s ability to
explore in the project area. The Group is not aware of any such restrictions to exploration in the coming year and
it does not anticipate seeking any exemption to reduce this annual expenditure requirement.
In order to maintain rights of tenure to its Kyrgyz Republic located mineral tenement, the Group is required to
complete an annual works program as agreed with the Kyrgyz government. If this program is not completed in
the calendar year then continued tenure to the project could be in jeopardy.
Note 17: Financial Risk Management
Exposure to interest rate, liquidity, and credit risk arises in the normal course of the Group’s business. The
Group does not hold or use derivative financial instruments. The Group’s principal financial instruments comprise
mainly of deposits with banks. The totals for each category of financial instruments are as follows:
Financial Assets
Cash and cash equivalents
Consolidated
2019
$
2018
$
369,311
447,043
The Group uses different methods as discussed below to manage risks that arise from these financial
instruments. The objective is to support the delivery of the financial targets while protecting future financial
security.
(a) Capital risk management
The Group’s capital comprises share capital and reserves less accumulated losses. As at 30 June 2019, the
Group has net assets of $1,805,767 (2018: $766,996). The Group manages its capital to ensure its ability to
continue as a going concern and to optimise returns to its shareholders.
(b) Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial
liabilities.
The Group manages liquidity risk by maintaining sufficient cash facilities to meet the operating requirements of
the business and investing excess funds in highly liquid short-term investments. The responsibility for liquidity
risk management rests with the Board of Directors.
Alternatives for sourcing future capital needs include the cash position and future equity raising alternatives.
These alternatives are evaluated to determine the optimal mix of capital resources for our capital needs. The
Board expects that, assuming no material adverse change in a combination of our sources of liquidity, present
levels of liquidity will be adequate to meet expected capital needs.
Maturity analysis for financial liabilities
Financial liabilities of the Group comprise trade and other payables. As at 30 June 2019 any financial liabilities
that are contractually maturing within 60 days have been disclosed as current. Trade and other payables that
have a deferred payment date of greater than 12 months have been disclosed as non-current.
(c) Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair
value of financial instruments.
The Group’s exposure to changes to interest rate risk relates primarily to its earnings on cash and term deposits.
The Group manages the risk by investing in short term deposits.
45
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 17: Financial Risk Management (continued)
Cash and cash equivalents
Interest rate sensitivity
2019
$
2018
$
360,239
396,412
The following table demonstrates the sensitivity of the Group’s statement of comprehensive income to a
reasonably possible change in interest rates, with all other variables constant.
Change in Basis Points
Effect on Post Tax Loss
Effect on Equity including
Increase 100 basis points
Decrease 100 basis points
($)
retained earnings ($)
Increase/(Decrease)
Increase/(Decrease)
2019
8
(8)
2018
(20)
20
2019
8
(8)
2018
20
(20)
A sensitivity of 100 basis points has been used as this is considered reasonable given the current level of both
short term and long-term Australian Dollar interest rates. This would represent two to four movements by the
Reserve Bank of Australia.
(d) Credit Risk Exposures
Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation
and cause the Group to incur a financial loss. The Group’s maximum credit exposure is the carrying amounts on
the statement of financial position. The Group holds financial instruments with credit worthy third parties.
At 30 June 2019, the Group held cash at bank. These were held with financial institutions with a rating from
Standard & Poors of AA or above (long term). The Group has no past due or impaired debtors as at 30 June
2019.
(e) Fair Value Measurement
There were no financial assets or liabilities at 30 June 2019 requiring fair value estimation and disclosure as they
are either not carried at fair value or in the case for short term assets and liabilities, their carrying values
approximate fair value.
Note 18: Key management personnel disclosures
(a) Directors
At the date of this report the directors of the Company are:
Daniel Smith – Non-Executive Chairman
Nicholas Ong – Non-Executive Director
Edward Mead – Non-Executive Director
There were no changes of the key management personnel after the reporting date and the date the financial
report was authorised for issue.
46
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 18: Key management personnel disclosures (continued)
(b) Key management personnel
During the reporting periods the Group had no other key management personnel.
(c) Key management personnel compensation
Short-term
Post-employment
Share-based payments
Consolidated
2019
$
2018
$
517,575
16,342
-
533,917
469,356
21,789
40,000
531,145
Detailed remuneration disclosures of directors and key management personnel are included in the Remuneration
Report forming part of the Directors’ Report.
Note 19: Interest in jointly controlled operation
The Group owns 90% of Chanach LLC which is the joint venture company that holds the Chanach gold-copper
exploration tenement in Kyrgyz Republic.
Apart from owning this mineral tenement Chanach LLC does not hold any other material assets. All known
Chanach LLC liabilities are accrued as liabilities of the parent company. As a result, it is not considered necessary
to consolidate Chanach LLC into the Group’s accounts as it will not show a position that is materially different.
The Group has no capital commitments or guarantees in relation to funding Chanach LLC.
Note 20: Related party disclosure
The ultimate parent entity in the wholly-owned group and the ultimate Australian parent entity is White Cliff
Minerals Limited. The consolidated financial statements include the financial statements of White Cliff Minerals
Limited and the controlled entities listed in the following table, subject to the disclosures made in Note 18:
Name of entity
Country of
incorporation
Class of shares
Equity holding
Northern Drilling Pty Ltd
Petrus Resources Pty Ltd
Venture Exploration Pty Ltd
PB Partners Malaysia Limited
Australia
Australia
Australia
Malaysia
Chanach LLC
Kyrgyz Republic
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2019
%
100
100
100
100
90
2018
%
100
100
100
100
90
There were no transactions between White Cliff Minerals Limited and its controlled entities during the financial
year other than loan funds advanced to the Chanach LLC re the Chanach gold-copper project (2018: nil).
During the year the Group paid $101,464 to Lanza Holdings Pty Ltd, an entity associated with Michael
Langoulant, for services including accounting and corporate administration. This agreement was terminated by
mutual consent on 28 January 2019.
47
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 20: Related party disclosure (continued)
During the year the Group paid $45,307 to Minerva Corporate Pty Ltd an entity associated with directors Nicholas
Ong and Daniel Smith for services including directors’ fees, company secretarial and accounting services.
Note 21: Parent Entity Disclosures
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Borrowings
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
Reserves
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive loss
Note 22: Auditor’s remuneration
The auditors of the Company are HLB Mann Judd.
Assurance services:
HLB Mann Judd:
Audit and review of financial statements
Total remuneration for audit services
Other services
30 June 2019
$
30 June 2018
$
1,776,827
170,525
1,947,352
141,585
-
141,585
447,043
1,690,967
2,138,010
771,014
600,000
1,371,014
1,805,767
776,996
32,736,433
(31,493,369)
562,703
29,771,795
(29,417,405)
412,606
1,805,767
766,996
30 June 2019
$
30 June 2018
$
(2,075,964)
-
(5,280,240)
-
(2,075,964)
(5,280,240)
Consolidated
2019
$
27,954
27,954
-
2018
$
26,250
26,250
-
Total auditor’s remuneration
27,954
26,250
48
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2019
Note 23: Events after the balance date
There has not been any matter or circumstance that has arisen after balance date that has significantly affected,
or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of
the Group in future financial periods other than:
• On 6 September 2019, the Company announced that it had executed a binding offer for the sale of the
Company’s 90% interest in the Aucu Gold-Copper project in Kyrgyzstan, to RTG Mining Inc for US$2.65
million, consisting of US$2.15 million cash and US$500K of RTG shares (“RTG”).
• On 11 September 2019, the Company despatched a notice of extraordinary general meeting to
shareholders to approve the sale.
49
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Declaration
1.
In the opinion of the directors of White Cliff Minerals Limited (the “Company”):
a.
the accompanying financial statements and notes are in accordance with the Corporations Act 2001
including:
i. giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its
performance for the financial year then ended; and
ii. complying with Accounting Standards, Corporations Regulations 2001, professional reporting
b.
c.
requirements and other mandatory requirements.
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.
2. This declaration has been made after receiving the declarations required to be made to the directors in
accordance with Section 295A of the Corporations Act 2001 for the year ended 30 June 2019.
This declaration is signed in accordance with a resolution of the Board of Directors.
Daniel Smith
Director
Perth, Western Australia
27 September 2019
50
INDEPENDENT AUDITOR’S REPORT
To the members of White Cliff Minerals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of White Cliff Minerals Limited (“the Company”) and its
controlled entities (“the Group”), which comprises the consolidated statement of financial position
as at 30 June 2019, the consolidated statement of comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting
policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the
Corporations Act 2001, including:
a) giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its
financial performance for the year then ended; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Group in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements of
the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (“the Code”) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1(a) in the financial report, which indicates that a material uncertainty
exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
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. In addition to the matter described in the Material
Uncertainty Related to Going Concern section, we have determined the matters described below
to be the key audit matters to be communicated in our report.
51
Key Audit Matter
How our audit addressed the key audit
matter
Carrying value of exploration project acquisition
costs
(Note 8 in the financial report)
The Group has capitalised exploration project
acquisition costs of $124,986 as at 30 June 2019 in
relation to its Australian projects.
Our audit procedures determined that the carrying
value of exploration and evaluation was a key audit
matter as it was an area which required the most
audit effort, required the most communication with
those charged with governance and was determined
to be of key importance to the users of the financial
statements.
Assets Held for Sale
(Note 8 in the financial report)
The Group has capitalised exploration project
acquisition costs of $1,384,417 as at 30 June 2019
in relation to its Kyrgyz Republic projects. This
project was sold subsequent to year end and has
been classified as an asset held for sale.
Our audit procedures determined that the carrying
value of assets held for sale was a key audit matter
as it was an area which required the most audit effort,
required the most communication with those charged
with governance and was determined to be of key
importance to the users of the financial statements.
Our procedures included but were not
limited to:
review
• We obtained an understanding of
the key processes associated with
the
management’s
carrying value of the capitalised
exploration project acquisition costs;
the Directors’
assessment of potential indicators of
impairment;
considered
• We
of
• We obtained evidence
the
Group has current rights to tenure of
its areas of interest;
that
• We examined the exploration budget
for the year ending 30 June 2020
and discussed with management the
nature of planned ongoing activities;
to
exploration expenditure during the
year; and
additions
reviewed
• We
• We examined the disclosures made in
the financial report.
Our procedures included but were not
limited to:
• We
reviewed
to
available
information
the
classification as an asset held for
sale was correct;
all
ensure
• We reviewed the sale agreement -
signed subsequent to year end - to
ensure the asset’s recoverable value
was greater than its recoverable
value; and
• We examined the disclosures made in
the financial report.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2019, 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.
52
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives
a true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group
to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
-
-
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial report or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
-
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.
53
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 2019.
In our opinion, the Remuneration Report of White Cliff Minerals Limited for the year ended 30 June
2019 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
27 September 2019
L Di Giallonardo
Partner
54
White Cliff Minerals Limited
ABN 22 126 299 125
Additional Shareholder Information
Additional information required by the ASX Limited (“ASX”) Listing Rules and not disclosed
elsewhere in this set out below. The shareholder information set out below was applicable as at
26 September 2019.
A. Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
1 −
5,000
5,001 − 10,000
10,001 − 100,000
100,001 and over
Class of equity security
Ordinary shares
1,050
332
692
317
2,391
There were 1,994 holders of less than a marketable parcel of ordinary shares.
B. Equity security holders
Twenty largest quoted equity security holders – ordinary shares
55
White Cliff Minerals Limited
ABN 22 126 299 125
Additional Shareholder Information
Twenty largest quoted equity security holders – 28 February 2024 options
56
White Cliff Minerals Limited
ABN 22 126 299 125
Twenty largest quoted equity security holders – 30 September 2020 options
Additional Shareholder Information
C. Substantial shareholders
D. Voting rights
The voting rights attaching to each class of equity securities are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and
upon a poll each share shall have one vote.
Options
No options have any voting rights.
E. On-market buyback
There is no current on-market buyback.
57
White Cliff Minerals Limited
ABN 22 126 299 125
F. Tenement schedule
Project Area
Tenement details
% Held
Laverton
EL39/1833
Mt Remarkable
EL31/1101
Ghan Well
E39/1479
Ironstone Range
Lake Johnson
EL38/2484; EL38/2552; EL38/2690;
EL38/2693; EL38/2847-8; EL38/2877
EL63/1988-9; EL63/1222; EL63/1264; EL63/1716
EL63/1793; EL63/1861
Red Flag
EL39/1585
100
100
100
100
100
100
58