White Cliff Minerals Limited
ABN 22 126 299 125
Annual report
for the year ended 30 June 2020
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
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Directors
White Cliff Minerals Limited
ABN 22 126 299 125
Corporate Information
Dan Smith
Nicholas Ong
Ed Mead
Michael Soucik
Company secretary
Nicholas Ong
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)
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White Cliff Minerals Limited
ABN 22 126 299 125
Review of Operations
Highlights
• Successful completion of sale of Aucu gold deposit for US$2.65m in cash and shares
• Acquisition of highly-prospective copper-gold tenements in the west Paterson Province
• Electromagnetic (EM) Survey undertaken at Ghan Well and Coronation Dam nickel projects
Corporate
The Company appointed Mr Michael Soucik as non-executive chairman, with Mr Daniel Smith stepping down
from the role of Chairman but remaining as a director of the Company.
Exploration Summary
White Cliff controls tenement packages in Western Australia’s Yilgarn Craton and Paterson Province.
Kyrgyz Republic Aucu Gold Project
In October 2019, the Company announced that settlement had occurred for the sale of the Company’s 90%
interest in the Aucu Copper-Gold project in Kyrgyzstan. In accordance with a binding share sale and purchase
agreement (“Agreement”) with RTG Mining Inc (“RTG”, ASX:RTG), RTG transferred the remaining sale
consideration of US$1.95 million cash and issued 10,312,577 RTG shares (subject to 12 months escrow) to
the Company on 23 October 2019.
The RTG shares held by White Cliff present approximately 1.6% of total issued share capital in RTG. As such,
the Company will maintain exposure to the Aucu Copper-Gold project, and other projects undertaken by RTG
through its shareholding interest in RTG.
Australian Projects
In Western Australia the Company is exploring several projects with the primary focus on the Reedy South
Gold Project near Cue, the Midas copper-gold projects in the Paterson Province, and the Ghan Well and
Coronation Dam cobalt and nickel projects (Figure 1).
The acquisition of the Reedy South Gold Project was announced 14 September 2020.
The Midas copper-gold project (which consists of Table Top (E45/5107) and Coolbro Creek (E45/5112)) was
acquired through the acquisition of a 100% interest in Hobbs & Heugh Pty Ltd.
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.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 1: White Cliff Minerals WA Project Map
Reedy South Gold Project (acquiring 100%)
On 14 September 2020, the Company announced that it had entered into binding tenement sale agreements
to acquire 100% (Terms Sheet) of M 20/446 and E 20/969, E20/971 & E20/972 (the Reedy South Gold
Project or the Project) from Harley James Sears and Wakeford Holdings Pty Ltd (in respect of M20/446)
(Wakeford Parties) and Bonanza Resources Pty Ltd (in respect of E 20/969, E20/971 & E20/972) (Bonanza).
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White Cliff Minerals Limited
ABN 22 126 299 125
Project Overview
The Project covers 156km2 of the highly prospective Cue goldfields, including 1km of strike along the prolific
Reedy Shear Zone (RSZ). The Project comprises one granted mining lease (M20/446) covering the historic
underground workings of Pegasus and King Cole, and three exploration license applications (E20/969,
E20/971 & E20/972) (Figure 2). The Project is situated 40km north of Cue, via the Great Northern Highway
and is 80km south of Meekatharra.
The Project is situated within the prolific Cue-Meekatharra gold district, home to Reedys (1.6moz) and Day
Dawn (2.6moz) gold deposits, with two mills operating within 60km of the Project. Following the preliminary
due diligence, White Cliff believes in the potential of the current targets to host a regionally significant resource,
particularly given the lack of systematic exploration. Historical exploration at the Reedy South Gold Project
has been limited to surface prospecting, geochemistry, and broad spaced shallow drilling with exploration over
the past decade constrained by funding.
There were two underground workings accessed via the Pegasus and King Cole shafts however there is no
official gold production recorded from the historical underground production. An RC drilling program
undertaken in 2015 by the project owner focused on the Pegasus prospect consisting of 42 holes for 1,820m
(full drilling data was announced 14 September 2020). Significant intercepts included:
o 12m @ 5.26g/t from 34m (PGRC10016)
o 7m @ 10.86g/t from 30m (PGRC10036)
o 4m @ 7.68g/t from 36m (PGRC10015)
o 5m @ 6.41g/t from 34m (PGRC10018)
Based on initial review of QA and QC of available exploration data, White Cliff believes that there is a sufficient
dataset to progress the Reedy South Gold Project towards a maiden JORC mineral resource estimate. Given
the average depth of drilling to date is ~60m, this warrants immediate drilling to test depth and strike extensions
of the current prospects on completion of the maiden Mineral Resource Estimate.
The Reedy South Gold Project hosts two historic workings, namely King Cole and Pegasus, which have also
been the focus of historic exploration, and which the Company aims to undertake first pass drilling on in coming
months.
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White Cliff Minerals Limited
ABN 22 126 299 125
Tenement History
Figure 2: The Reedy South Gold Project Location
Tenement M 20/446 was granted on 17th August 2000 and is currently held by Harley James Sears and
Wakeford Holdings Pty Ltd; the tenement area size is 29.14 hectares and has a minimum expenditure
requirement of $10,000 per annum. Historic mining activity on the tenement includes two historical
underground workings named the Pegasus and King Cole; no official gold production has been recorded with
the department of mines. The tenement consists of 3 historic GML’s (20/2552, 20/2457 and 20/2458)
approximately 1200m long and 240m wide centred along the Reedy Shear Zone and is surrounded by M 20/12
currently held by Big Bell Gold Operations Pty Ltd, a subsidiary of Westgold. M 20/446 has been in private
ownership since the grant date in 2000.
Tenements E 20/969, E 20/971 and E 20/972 are currently in application. Covering 156km2, the tenements
overlie prospective geology and structural features that have been identified in regional magnetics and from
GSWA mapping, with next stage work programs looking at further mapping and geochemical sampling
programs.
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White Cliff Minerals Limited
ABN 22 126 299 125
Table 1: Tenement Details
Tenement ID Holder
Grant
Expiry
Area
Area km2
Wakeford Holdings PL / Harley Sears 17/10/2000
19/10/2021
Bonanza Resources Pty Ltd
Bonanza Resources Pty Ltd
Bonanza Resources Pty Ltd
Application
Application
Application
-
-
-
0.29
29ha
9 blocks 27.5
15 Blocks 45.79
27 Blocks 82.49
M 20/446
E 20/969
E 20/971
E 20/972
Historic Drilling
Key companies which have managed the tenement since 1984 include Homestake Australia Ltd, St Barbara
Mines Ltd and Wakeford Holdings PL. The majority of drill holes (Table 2) have been RAB and RC by
Homestake and St Barbara, exploring for gold. The tenement has been held in private hands since. During
2015, 42 angled RC holes (PGRC10001 – 10042) to infill existing historic holes, on 10m spaced drill lines
along a strike length of 120m, were completed over the Pegasus workings.
The holes were designed to define the footwall and hanging wall contacts on both sides of the shear zone
which averaged 20m in true width. The drilling confirmed the historic high grades associated with the Pegasus
deposit, but did not test mineralisation below 60 metres.
Table 2: Drilling Summary at M 20/446. The complete drill hole information is set out at the end of the
announcement.
Drilling Type
Air Core
Rotary Percussion
Reverse Circulation
Total
Regional Geology
Number of Holes
Average Depth
Total Metres
8
43
117
168
45
44
61
363
1,877
7,182
9,422
The Reedy gold deposits occur within a north-south trending greenstone belt, two to five km wide, composed
of volcano-sedimentary sequences and separated multiphase pre to syn-tectonic granitoid complexes.
Structurally controlled, the gold occurs at the sheared contacts of dolerite, basalt, ultramafic schist, quartz-
feldspar porphyry and shale. The Reedy gold deposits occur within a major lineaments or structural corridors
that corresponds to the RSZ along which gold mineralisation extends over 15km.
The RSZ zone is located on the western side of the Culculli Granitoid complex. Mineralisation along the RSZ
has long been recognised as the most economically important. Two main mining centres are located along the
RSZ: a northern centre including the Kurara and the Boomerang deposits and a southern centre hosting
mineralisation at Jack Ryan, Missing Link, Rand, Triton and South Emu (Figure 3). The Reedy South Gold
Project (Figure 3) area is approximately 600m south of the Triton-South Emu Mine currently in operation for
Westgold.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 3. Location of tenement M20/446 in relation to South Emu/Triton and showing the RSZ trend
Local Geology
Mineralisation in the Mining Lease is hosted by the RSZ a localised dis-conformable contact between two
greenstone groups. Anastomosing structures develop within the RSZ that focus fluid migration and gold
mineralisation. Strong potassic-silicic-pyritic alteration is associated with gold mineralisation and localised
within the footwall and hanging contacts of the 20m wide sub-vertical RSZ. Linear zones of more intense
deformation appear to be important in the localisation of gold mineralisation within ultramafic zones often
adjacent to mineralisation. Minor bucky quartz veining intrudes the shear and appears to run parallel to the
shear zone.
Midas Cu-Au (100%)
On 24 March 2020, the Company announced that it had entered into a binding Term Sheet to acquire 100%
of Hobbs and Heugh Pty Ltd (“H&H”), the owner of the Midas copper-gold project, for the issue of $65,000
worth of shares in White Cliff at a deemed issue price of $0.004 per share. The acquisition of H&H completed
on 20 May 2020. The Midas copper-gold project consists of two tenements, Table Top (E45/5107) and Coolbro
Creek (E45/5112), within the highly sought-after Paterson Province, in Western Australia (Figure 4).
Project Overview
The Paterson Province comprises a Paleoproterozoic basement of Rudall Complex metamorphic rocks
overlain by Neoproterozoic sediments of the Yeneena and northwestern Officer Basins, and Paleozoic
Canning Basin sediments to the northeast. The province hosts several world-class deposits: Telfer gold-copper
mine, Nifty copper mine and Kintyre uranium deposit. The recent Winu and Havieron discoveries are being
considered as intrusion-related copper-gold mineralisation hosted in buried Yeneena Basin sediments on the
Anketell Shelf. They are located proximal to major NW to NNW-trending faults. Information available on the
mineralisation indicates it is dense, magnetic, conductive and potentially chargeable, making it a good target
for geophysical exploration, particularly given that mineralisation underlies Canning Basin sediments and is
blind to surface.
The Midas Cu-Au Projects are located on major granite dome structures, have highly prospective fault
structures, and in the case of E45/5107 have significant historical stream sediment sampling programs
completed by CRA Exploration in the 80s, with follow up rock-chip sampling reported in WAMEX reports.
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White Cliff Minerals Limited
ABN 22 126 299 125
Localised mapping was also undertaken, and the technical data consolidated by White Cliff needs to be
validated and field checked. Recent inclement weather has slowed on ground activities; however, this has
provided the technical team with additional time to fully interrogate the project data.
R. Russell and Associates previously carried out structural mapping from aerial imagery over both E45/5107
and E45/5112. The intention of the work program was to outline the main structural features of the tenements
and locate areas considered to be favourable for mineralisation from the perspective of the photo-geological
mapping.
The work program was completed by using photo-geological interpretation of 1:50,000 high resolution aerial
imagery. Detailed mapping work was then completed over four areas on E45/5107 considered to have the
best potential in the tenement at scales of between 1:15,000 and 1:7,500. Detailed mapping was completed
over the entire E45/5112 tenement.
The following are the main conclusions on E45/5107:
• The western parts of E45/5107 are prospective for medium to large-scale sedimentary-hosted
•
exhalative copper and cobalt mineralisation in receptive units of the Broadhurst Formation.
In the eastern parts of the tenement, small to moderate-volume high-grade gold mineralisation is
possible in quartz saddle reefs and stockworks in fault-controlled folds in the Coolboro Formation.
• Broad-scale doming postulated by previous workers in the east of the tenement, including by the
Geological Survey of WA, is not obvious on the present high resolution aerial imagery. However, if
validated by further work, such a structure would have the potential to host large-volume gold
mineralisation.
The following are the main conclusions on E45/5112:
Conceptually, porous or chemically receptive units in the Pungkuli Formation of the Yeneena Supergroup are
considered to be favourable locations for Co/Cu, SEDEX-type mineralisation. Two units are of particular
interest in the Yeneena section in E 45/5112:
• The basal conglomerates, the Taliwanyah Formation, may form more porous and permeable facies
which are receptive to mineralised fluids. Possible outcrops of the basal conglomerate or lenses of
conglomerate in the Pungkuli Formation are identified in the work programme and selected for field
attention.
Interbedded carbonate units are known to occur in the Pungkuli Formation and may form reactive
facies for migrating mineralised fluids. Light-toned zones in the dark- toned Pungkuli Formation could
possibly be carbonate facies and these are identified in two main areas which are recommended for
field checking.
•
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 4: Midas Cu-Au Project location (E45/5107 and E45/5112) to significant projects in the Paterson Province
overlying the regional airborne RTP magnetics.
Midas Cu-Au Project E45/5107
E45/5107 has surface geology which is approximately 80% outcrop, predominantly comprising Meso- to
Neoproterozoic Coolbro Sandstone with minor remnant Permian Paterson Formation. The Coolbro Sandstone
forms the basal unit of Yeneena Basin which overlies Paleoproterozoic granitic gneisses (orthogneisses) and
metasediments (paragneisses) of the Rudall Complex (Williams and Bagas, 1999). The Yeneena Basin-Rudall
Complex unconformity is exposed near the Kintyre deposit and doesn’t outcrop within E45/5107.
Multiple orogenic events have resulted in complex folding of the Proterozoic sequences (Hickman and Bagas,
1999). Mapped structures within E45/5107 are generally NW- to NNW-trending (sub-parallel to the major
Southwest Thrust located immediately to the west of E45/5107) with some minor N-S faults. The presence of
a large dome some 10 kilometres wide and 15 kilometres long is shown on the G.S.W.A 1:250,000 map sheet
(the 'Tabletop Dome'). The eastern parts of E 45/5107 cover the main part of the dome, which has been of
interest due to its apparent geological similarity with the mineralised Telfer Dome some 80km to the north-
northeast.
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White Cliff Minerals Limited
ABN 22 126 299 125
Historically, gold has been recorded in stream sediment samples around Coolbro Creek and in rock-chip
samples at Table Top. At Table Top historical mapping indicates quartz filled fracture systems over 3 km in
length. The results of this historical work will be validated by future site visits.
Table 3: Exploration Targets in E 45/5107 from interpretation of aerial imagery and magnetics.
Target
Number
Figure
No.
Location
Easting Northing
Rank
Description
T2a
2a 2b
383500
7535800
3a 3b
378900
7546900
380250
7544800
2
6
5
389300
7542300
1
4a 4b
389450
7543300
389700
7543700
396000
7540150
5a 5b
396750
7540800
3
4
7
8
T3a
T3b
T4a
T4b
T4c
T5a
T5b
Mid-graben high in the Midas half graben. SEDEX-type mineralisation
possible in favourable unites in the Broadhurst Fm.
Folding on the mid-graben high in briadhurst Fm. Some fault
displacement of the unites likely. SEDEX-type mineralisation possible in
carbonate or trapped against shale units.
Major fault zone controlling the buried edge of a trough containing the
main Broadhurst section. Drag folding possible along the fault trapping
mineralised fluids.
Anticlinal fold on a major NW-trending thrust/reserves fault system.
Much quartz float and veining suggests saddle reefs and stockworks
may be present in the fold. Earlier sampling of quartz veins returned
89g/t Au in close proximity to this fold.
Extensive areas of quartz float and quartz veining in N-S trending faults.
A NW-plunging syncline in the north contains quarts veins along the
bedding planes in the Coolboro sandstone.
Extensive areas of quartz float and quartz veining in a buried or obscure
N-S trending fault zone. Quartz veins appear to be partly en echelon.
Complex fold belt on a major WNW trending reverse/thrust fault zone
with much quartz float and veining associated. Possible stockworks and
saddle reefs may occur in the antiforms.
Fold belt on a NW trending fault zone. Antiform and synform folds
identified. Quartz veining may be mineralised here.
Mapping of the structural geology of E45/5107 was completed at a scale of 1:50,000 from an aerial image with
resolution of 50 centimetres.
• Linear features, interpreted to be faults or bedding planes and joints in the outcropping units, are
mapped from linear associations of geomorphological features and tonal contrasts.
• Regolith types, outcrop geology and rock types are identified from tonal, textural and colour patterns
on the imagery.
Four areas considered to be of special exploration interest were selected from the 1:50,000 mapping for
detailed mapping. They are:
• The Midas Half Graben in the southwest of the tenement area. The mapping here was completed at
a scale of 1:15,000
• The Northwest Graben in the northwest of the tenement. The mapping was completed at a scale of
1:15,000
• The Central Fold Belt in the central parts of E 45/5107. The mapping here was completed at a scale
of 1:7,500
• The Southeast Fold Belt in the southeast of the tenement. The mapping here is at a scale of 1:10,000
Eight targets identified from the photo-mapping are listed and discussed briefly in Table 3 and shown in Figure
5. A nominal relative rank from 1 to 8 was assigned to each target. Schematic cross sections are presented in
each figure for each of the areas to more clearly define the target concepts.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 5: E45/5107 has 4 project areas (Northwest Graben, Midas Half Graben, Central Fold Belt and Southeast Fold
Belt) with 8 targets identified by Photo Geological and desktop review by R Russell and Associates. The report was
completed in October 2019 and incorporates data from Southern Geoscience.
Tenement E45/5112
E 45/5112 is located south of the Rudall Range in the East Pilbara in Western Australia, just south of the Rudall
Ranges National Park. The tenement lies some 175 kilometres south-southwest of the major Telfer gold mine.
It lies over the Mackay Ridge Dome. This structure is an east-southeastward-dipping antiform. The Neo-
Proterozoic Yeneena Supergroup conglomerates, shales and sandstone dip radially off the dome at shallow
angles to the north, east and south. The Yeneena sediments rest unconformably on steeply-dipping Rudall
Complex Basement schists which form the core of the dome.
E45/5112 covers most of the McKay Ridge Dome (Figures 6 and 7) and hosts important Yeneena Supergroup
sediments the focus of SEDEX style and structurally controlled components of the Telfer, Nifty and
Maroochydore Gold/Copper/Cobalt deposits. Dome structures also may provide a source and or a heat engine
for mineralising fluids. The sequence appears to be an antiformal dome exposing the Rudall Metamorphic
Complex at its core, flanked by Yeneena Group sediments (Throssell Range Group) and then younger
sediments still of the Officer Basin (Tarcunyah Group). The tenement is proximal to the major NW regional
structure (MacKay Fault; also named as the Southwest Thrust on other maps).
Little work has been done to date in the project area and the project area can be regarded as unexplored.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 6: GSWA interpreted bedrock geology of the McKay Range tenement E45/5112, overlain on RTP 1VD
magnetics.
Figure 7: RTP magnetic image and GSWA interpreted bedrock structure of the McKay Range tenement E45/5112.
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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 8: 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.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 9: 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 Figure 9 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 4 provides a breakdown
of the resource estimate by material type. Table 5 provides a breakdown of the resource estimate reported
above a range of cut-off grades.
Table 4: 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 5: 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 10). This area covers a 1.7 kilometre long section of the
prospective sequence and is a priority exploration target.
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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 10: 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.
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White Cliff Minerals Limited
ABN 22 126 299 125
Ghan Well Nickel and Cobalt Project (100%)
During the prior 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 6). Table 5 provides a breakdown of the resource estimate reported above a range
of cut-off grades.
Table 6: 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 7: 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 11). 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.
18
White Cliff Minerals Limited
ABN 22 126 299 125
Figure 11: 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 9). 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.
Annual Resource and Reserve Statement
MINERAL RESOURCE SUMMARY AS AT 30 JUNE 2020
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
19
White Cliff Minerals Limited
ABN 22 126 299 125
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 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 Non-executive director 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.
20
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Your directors present their annual financial report of the consolidated entity (referred to hereafter as “the
Group”) consisting of White Cliff Minerals Limited (“the Company” or “parent entity”) and the entities it
controlled during the financial year ended 30 June 2020. 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:
Daniel Smith – Non-executive Director
Nicholas Ong – Non-executive Director
Ed Mead – Non-executive Director
Michael Soucik – Non-executive Chairman (appointed 2 December 2019)
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 20 of
this Annual Report. The profit after tax of the group for the year ended 30 June 2020, after recording a profit
after tax from discontinued operations of $1,824,557 (2019 loss of $865,366), was $1,813,888 (2019 loss of
$2,075,964).
Significant changes in the state of affairs
In the opinion of the Directors, there were no significant changes in the state of affairs of the Group that
occurred during the financial year under review not otherwise disclosed in this report or in the consolidated
accounts.
Matters subsequent to the end of the financial year
On 14 September 2020, the Company announced the acquisition of the Reedy South Gold Project for
consideration consisting of upfront cash of $400,000, three annual tranche payments of $50,000 cash, the
issue of 30,000,000 shares in the Company and a net smelter royalty to the vendors. The Project covers
156km2 of the highly prospective Cue goldfields, including 1km of strike along the prolific Reedy Shear Zone.
The Project comprises one granted mining lease (M20/446) covering the historic underground workings of
Pegasus and King Cole, and three exploration license applications (E20/969, E20/971 & E20/972).
There has not been any other 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.
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.
21
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Information on directors
Daniel Smith: BA, MAICD, GradDipACG, FGIA, RG146 Non-executive Director
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 12years’ 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 Star 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
CoAssets Limited (2015-2018), PLC Financial Limited (2017-2018)
Special responsibilities
Non-executive Director
Interests in shares and options at the date of this report
1,333,334 shares, and 21,333,334 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
Vonex Limited
Black Star Petroleum Limited
Appointed 4 August 2017
Appointed 14 June 2016
Appointed 31 July 2018
Former directorships in the last 3 years
Arrow Minerals Limited (2011-2019), CoAssets Limited (2015-2019), PLC Financial Limited (2017-2018),
Tianmei Beverage Group Corporation Limited (2016-2018), Bojun Agriculture Holdings Limited (2017-2018)
and Jiajiafu Modern Agriculture Limited (2016-2017).
Special responsibilities
Non-executive Director & Company Secretary
Interests in shares and options at the date of this report
1,333,334 shares, and 21,333,334 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
Appointed 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
22
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Michael Soucik: B Com (Hons), Non-executive Director (appointed 2 December 2019)
Experience and expertise
Mr Michael Soucik has more than 20 years of experience in investment banking and corporate finance,
covering mergers and acquisitions and disposals. Mr Soucik specialises in assisting small and mid-cap
companies with corporate transactions and capital raisings.
Other current directorships
Nil
Former directorships in the last 3 years
PLC Financial Limited (2017-2018), Kula Gold Limited (2020)
Special responsibilities
Non-executive Chairman
Interests in shares and options at the date of this report
None
Meetings of directors
During the financial year there were 2 formal directors’ meeting. 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
M Soucik
Shares under option
Directors’ meetings held
whilst in office
2
2
2
0
Directors’
meetings attended
2
2
2
0
Outstanding share options at the date of this report are as follows:
Grant Date
15 November 2018
3 December 2019
11 February 2019
Date of expiry
30 September 2020
31 January 2024
28 February 2024
Exercise price
$0.045
$0.015
$0.015
Number of options
155,483,480
50,000,000
290,368,588
No option holder has any right under the options to participate in any other share issue of the Company or
any other controlled entity.
Options expired
Subsequent to the year end, the following options expired unexercised:
Amount
5,000,000
5,000,000
Options
$0.25 options on 31 July 2020
$0.50 options on 31 July 2020
23
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 2020. 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 Company and the Group receiving
the highest remuneration.
Key Management Personnel
(i) Directors
D Smith
N Ong
E Mead
M Soucik (appointed 2 December 2019)
(ii) Executives
There were no other executives of the Group as at 30 June 2020.
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.
24
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 2020, the Company issued 20 million options exercisable at $0.015 on or
before 31 January 2024, to each of Messrs Smith and Ong and 10 million options to their unrelated nominees.
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 2020 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.
25
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Salary / fees
Post-
employment
benefits
Superannuation
$
Share-
based
payments1
$
Total
$
Performance
based
remuneration
%
$
65,500
56,000
30,875
14,000
166,375
115,086
346,887
18,750
4,110
16,371
16,371
-
-
-
-
-
-
13,191
13,190
-
78,691
69,190
30,875
-
14,000
26,381
192,756
-
16,342
-
-
-
-
-
-
-
-
-
-
-
-
115,086
363,229
18,750
4,110
16,371
16,371
-
-
-
-
-
-
-
-
-
-
-
-
Remuneration of directors
Year ended
30 June 2020
Name
Director
Daniel Smith
Nicholas Ong
Ed Mead
Michael Soucik
(appointed 2 December 2019)
Year ended
30 June 2019
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
2018)
Nicholas Ong
(appointed
2018)
Ed Mead
(appointed 19 June 2019)
14 December
14 December
515,575
16,342
-
533,917
1 The assessed fair value at grant date of options (2019) 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 a trinominal option valuation methodology with inputs set out in Note
15.
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.
26
White Cliff Minerals Limited
ABN 22 126 299 125
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.
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 detailed below, as well as movements in total holdings or performance rights, options
and ordinary shares by KMP:
Performance rights
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 2020
Opening
balance
Issued during
the year1
Exercised
during the year
Cancelled
during the year
Closing
balance1
Name
Director
D Smith
N Ong
E Mead
M Soucik
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)
-
-
-
1 During the previous 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.
27
White Cliff Minerals Limited
ABN 22 126 299 125
Key management personnel equity holdings
2020
Director
Ordinary shares
Daniel Smith
Nicholas Ong
Edward Mead
Michael Soucik
(appointed 2 December 2020)
Options
Daniel Smith
Nicholas Ong
Edward Mead
Michael Soucik
(appointed 2 December 2019)
Balance at
beginning of year
Balance at
Appointment
Net Movement
during the year
Balance at
Resignation
Balance at the
end of year
1,333,334
1,333,334
-
-
1,333,334
1,333,334
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,000,0001
20,000,0001
-
-
-
-
-
-
-
-
-
-
1,333,334
1,333,334
-
-
21,333,334
21,333,334
-
-
1 At the Annual General Meeting held on 27 November 2019 25,000,000 options were approved to be issued to each of Messrs Smith and Ong. 20,000,000 were issued to each of Messrs Smith
and Ong and 10,000,000 Options were allocated to an unrelated nominee. The options are exercisable at $0.015 on or before 31 January 2024.
28
Key management personnel equity holdings
White Cliff Minerals Limited
ABN 22 126 299 125
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)
End of remuneration report.
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
5,883,798
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
-
29
White Cliff Nickel Limited
ABN 80 091 415 968
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 31 and forms part of this directors’ report for the year ended
30 June 2020.
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 23.
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: 22 September 2020
30
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 2020, 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
22 September 2020
L Di Giallonardo
Partner
31
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Comprehensive Income
For the year ended 30 June 2020
Revenue from continuing operations
Note
3(a)
Consolidated
2020
$
25,988
2019
$
6,023
Other income – gain on financial assets at fair value
through profit or loss
8
670,318
-
Exploration expenditure incurred
Borrowing costs
Share based payments expense
Other expenses
Loss before income tax expense
Income tax benefit
Loss from continuing operations
Net Profit/(Loss) after tax from discontinued operations
Net profit/(loss) for the year
Other comprehensive income, net of tax
Total comprehensive income /(loss) for the year
Basic earnings/(loss) per share
(cents per share)
Loss from continuing operations
(cents per share)
155,160
-
26,381
525,434
186,387
33,616
-
996,618
(706,975)
1,216,621
(10,669)
(1,210,598)
-
-
(10,669)
1,824,557
(1,210,598)
(865,366)
1,813,888
(2,075,964)
-
-
1,813,888
(2,075,964)
0.380
(0.002)
(0.200)
(0.100)
3(b)
4
2
5
5
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
32
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Financial Position
As at 30 June 2020
Current Assets
Cash and cash equivalents
Financial assets held at fair value through profit or loss
Trade and other receivables
Prepayments
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
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Note
Consolidated
2020
$
2019
$
7
8
9
10
10
11
12
2,150,887
1,392,198
5,736
8,797
-
369,311
-
14,195
8,905
1,384,417
3,557,618
1,776,828
18,255
222,486
45,538
124,986
240,741
170,524
3,798,359
1,947,352
54,823
-
124,607
16,978
54,823
141,585
54,823
141,585
3,743,536
1,805,767
13
14
32,833,933
589,084
(29,679,481)
32,736,433
562,703
(31,493,369)
3,743,536
1,805,767
The above statement of financial position should be read in conjunction with the accompanying notes.
33
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Changes in Equity
For the year ended 30 June 2020
Consolidated
Issued
capital
$
Accumulated
losses
$
Reserves
Total equity
$
$
Balance at 30 June 2018
29,771,795
(29,417,405)
412,606
766,996
Loss for the year
Other comprehensive income
Total comprehensive loss for the
year
Shares issued during the year
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
Profit for the year
Other comprehensive income
Total comprehensive income for the
year
-
-
-
1,813,888
-
1,813,888
-
-
-
1,813,888
-
1,813,888
Shares issued during the year
Share-based payments
97,500
-
-
-
-
26,381
97,500
26,381
Balance at 30 June 2020
32,833,933
(29,679,481)
589,084
3,743,536
The above statement of changes in equity should be read in conjunction with the accompanying notes.
34
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Cash Flows
For the year ended 30 June 2020
Cash flows from operating activities
Receipts from customers, government grants and
incentives
Payments to suppliers and employees
Interest paid
Interest received
Consolidated
Inflows/
(Outflows)
2020
$
Inflows/
(Outflows)
2019
$
Note
25,000
(543,628)
(156)
988
32,402
(906,486)
(35,184)
797
Net cash (outflow) from operating activities
16(a)
(517,796)
(908,471)
Cash flows from investing activities
Payments for exploration and evaluation
Proceeds from sale of tenements (net of disposal
costs)
Payments for property, plant and equipment
Net cash inflow/(outflow) from investing
activities
Cash flows from financing activities
Proceeds from the issue of shares
Repayment of borrowings
Payments for capital raising costs
Net cash inflow from financing activities
(540,570)
(1,548,374)
2,852,974
(1,277)
-
-
2,311,127
(1,548,374)
-
-
-
-
3,021,271
(400,000)
(242,158)
2,379,113
Net increase/(decrease) in cash held
1,793,331
(77,732)
Cash at the beginning of the year
369,311
447,043
Effects of exchange rate changes on cash
held
(11,755)
-
Cash at the end of the year
7
2,150,887
369,311
The above statement of cash flows should be read in conjunction with the accompanying notes.
35
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
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 financial statements have been prepared on the going concern basis, which contemplates the
continuity of normal business activity and the realisation of assets and the settlement of liabilities in the
normal course of business.
Notwithstanding the fact that the Group incurred a loss from continuing operations of $10,669 for the
year ended 30 June 2020, and a net cash outflow from operating activities amounting to $517,796, the
Directors are of the opinion that the Group is a going concern.
The Directors are satisfied that the Group will have access to sufficient cash as and when required to
enable it to fund administrative and other committed expenditure. The Directors are satisfied that they
will be able to raise additional funds by debt and/or equity raisings, should the need arise.
(b)
(c)
Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2020, the Directors have reviewed all of the new and revised Standards and
Interpretations issued by the AASB that are relevant to the Group’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 application of AASB 16 Leases to profit or loss or net assets in the current or
comparative periods and no change is necessary to Group accounting policies.
The Directors have also reviewed all new Standards and Interpretations that have been issued but are
not yet effective for the year ended 30 June 2020. As a result of this review the Directors have
determined that there is no material impact of the new and revised Standards and Interpretations on
the Group and, therefore, no change is necessary to Group accounting policies.
Statement of compliance
The financial report was authorised by the Board of directors for issue on 22 September 2020.
The financial report complies with Australian Accounting Standards, which include Australian
equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures
that the financial report, comprising the financial statements and notes thereto, complies with
International Financial Reporting Standards (IFRS).
36
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 1: Statement of significant accounting policies (continued)
(d)
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 2020 (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.
(e)
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.
(f)
Share-based payments transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The options granted during the
year to directors contained market-related vesting conditions and have been valued using a trinominal
option valuation methodology with inputs as set out in Note 15.
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.
37
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 1: Statement of significant accounting policies (continued)
(g)
(h)
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.
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.
38
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 1: Statement of significant accounting policies (continued)
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.
(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.
39
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 1: Statement of significant accounting policies (continued)
(k)
(l)
(m)
Trade and other payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods
and services provided to the Group prior to the end of the financial year that are unpaid and arise
when the Group becomes obliged to make future payments in respect of the purchase of these goods
and services. Trade and other payables are presented as current liabilities unless payment is not due
within 12 months.
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 an appropriate valuation methodology, further details of which
are given in Note 15.
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.
40
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 1: Statement of significant accounting policies (continued)
(n)
(o)
(p)
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.
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 22, has
been prepared on the same basis as the consolidated financial statements.
41
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 1: Statement of significant accounting policies (continued)
(s)
Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are
measured at the transaction price in accordance with AASB 15, all financial assets are initially measured
at fair value adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets, other than those designated and
effective as hedging instruments, are classified into the following categories:
•
•
•
•
amortised cost
fair value through profit or loss (FVTPL)
equity instruments at fair value through other comprehensive income (FVOCI)
debt instruments at fair value through other comprehensive income (FVOCI).
All income and expenses relating to financial assets that are recognised in profit or loss are presented
within finance costs, finance income or other financial items, except for impairment of trade receivables
which is presented within other expenses.
The classification is determined by both:
•
•
the entity’s business model for managing the financial asset
the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss are presented
within finance costs, finance income or other financial items, except for impairment of trade receivables
which is presented within other expenses.
Subsequent measurement of financial assets
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to
collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business
model financial assets whose contractual cash flows are not solely payments of principal and interest
are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those
designated and effective as hedging instruments, for which the hedge accounting requirements apply.
The category also contains an equity investment. The Group accounts for its investment in listed equity
instruments at FVTPL and did not make the irrevocable election to account for the investment in unlisted
and listed equity securities at fair value through other comprehensive income (FVOCI). The fair value
was determined in line with the requirements of AASB 9, which does not allow for measurement at cost.
Assets in this category are measured at fair value with gains or losses recognised in profit or loss.
The fair values of financial assets in this category are determined by reference to active market
transactions or using a valuation technique where no active market exists.
42
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 1: Statement of significant accounting policies (continued)
(t)
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.
A discontinued operation is a component of the entity that has been disposed of or is classified as
held for sale and that represents a separate major line of business or geographical area of operations,
is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is
a subsidiary aquired exclusively with a view to resale. The results of discontinued operations are
presented separately in the statement of profit or loss.
43
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 2: Discontinued operations – Sale of Aucu Copper-Gold project in Kyrgyzstan
During the year, the Company disposed of its 90% interest in the Aucu Copper-Gold project in Kyrgyzstan
to RTG Mining Ltd. Details are as follows:
Proceeds
Cash (US$2,150,000)
Shares – RTG Mining Ltd (10,312,577 shares at $0.07)
Disposal costs
Acquisition costs
Profit on sale
Loss for the period from discontinued operation
Profit after tax from discontinued operation
Consolidated
2020
$
3,142,974
721,880
3,864,854
(299,404)
(1,384,417)
2,181,033
(356,476)
1,824,557
The loss for the year ended 30 June 2019 from this discontinued operation was $865,366.
Note 3: 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 23)
Borrowing costs
Depreciation
Employee costs*
Interest expense
Leave provisions
* Includes all direct exploration employee costs
Consolidated
Consolidated
2020
$
988
25,000
25,988
2019
$
797
5,226
6,023
31,645
-
19,157
85,665
156
-
27,954
33,616
22,429
404,774
1,814
(54,411)
Note 4: 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 loss before tax from continuing operations
(1,813,888)
(2,075,966)
Income tax benefit calculated at 30% (2019: 27.5%)
Non-deductible expenses
Non-assessable income
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 benefit reported in the statement of comprehensive income
(544,166)
115,390
(6,000)
458,530
(23,754)
-
-
(622,790)
263,397
-
326,189
(26,530)
59,734
-
44
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 4: Income tax
(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
Foreign exchange
Accrued expenses and liabilities
Deferred tax liabilities comprise:
Foreign exchange
Exploration expenditure capitalised (Australian)
Financial assets
Consolidated
Consolidated
2020
$
2019
$
5,923,774
-
87,992
3,526
5,790
6,021,082
-
37,496
201,095
238,591
5,083,037
38,159
114,162
-
13,148
5,248,506
8
31,480
-
31,488
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 5: Loss per share
Total basic earnings/(loss) per share (cents)
Loss from continuing operations (cents)
The profit/(loss) and weighted average number of
ordinary shares used in the calculation of basic
earnings/(loss) per share is as follows:
Net profit/(loss) loss for the period
Net loss from continuing operations
The weighted average number of ordinary shares
The diluted loss per share is not reflected as the result is anti-dilutive.
Consolidated
2020
$
2019
$
-
-
45,029
45,029
0.38
(0.002)
(0.2)
(0.100)
1,813,888
(2,075,964)
(10,669)
(1,210,598)
472,175,224
947,080,344
45
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 6: 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 Australia. 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 2020.
2020
Revenue
Interest income
Other Income
Segment revenue
Australia
$
Kyrgyz1
$
988
695,318
696,306
-
-
-
Total
$
988
695,319
696,306
Segment net operating loss after tax
(10,669)
1,824,557
1,813,888
Segment assets
Other segment information
Segment liabilities
Depreciation and amortisation of segment assets
3,798,359
54,823
19,157
-
-
-
3,798,359
54,823
19,157
1 The Kyrgyz segment comprises the Accu Copper-Gold project in Kyrgyzstan which was sold during the year (see Note 2).
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
(1,210,598)
(865,366)
(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
46
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 7: Cash and cash equivalents
Cash at bank
Consolidated
2020
$
2019
$
2,150,887
369,311
2,150,887
369,311
(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.
Note 8: Financial assets at fair value through profit or loss
RTG Mining Ltd shares received as consideration on sale of the
Company’s interest in the Aucu project – at fair value (see note 2)
Increase in fair value at 30 June 2020
Note 9: Trade and other receivables
Goods and services tax receivable
Note 10: Exploration project acquisition costs
Opening balance
Project acquisition costs
Transfer to assets held for sale
Acquisition costs in respect of areas of
interest in the exploration phase
Consolidated
2020
$
721,880
670,318
1,392,198
Consolidated
2020
$
5,736
5,736
2019
$
-
-
-
2019
$
14,195
14,195
Note
(ii)
(i)
Consolidated
2020
$
2019
$
124,986
97,500
-
1,489,350
20,053
(1,384,417)
222,486
124,986
(i) On 6 September 2019 the Company completed the sale of its 90% interest in Aucu-Copper-Gold project in
Kyrgyzstan to RTG Mining Inc. for US$2.65m. The capitalised acquisition costs were previously recognised as
assets held for sale, as the project was considered to constitute a disposal group.
47
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 10: Exploration project acquisition costs (cont)
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.
(ii) On 20 May 2020 the Company completed the acquisition of Hobbs & Heugh Pty Ltd by the issue of
16,250,000 shares valued at $0.006 per share, being $97,500.
Note 11: Trade and other payables
Trade payables and accruals*
Accrued annual leave
Consolidated
2020
$
2019
$
54,823
-
54,823
115,760
8,847
124,607
* Trade payables are non-interest bearing and are normally paid on 30 day terms.
Note 12: Provisions
Provision for long service leave
-
16,978
Note 13: Issued capital
(a) Ordinary shares issued
486,599,882 (2019: 470,349,882) ordinary
shares
Consolidated
$
2020
$
2019
32,833,933
32,736,433
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.
(b) Movements in ordinary shares
Date
1 July 2018
6 September 2018
15 November 2018
15 November 2018
13 March 2019
28 May 2019
Capital raising costs
Capital raising costs
Details
Consolidation 50:1
Rights Issue
Repayment of short term loan
Placement
Exercise of Options
Cash
Share-based payments
30 June 2019
20 May 2020
30 June 2020
Acquisition of Hobbs & Heugh Pty
Ltd
Number of
shares
3,849,586,836
(3,772,595,022)
140,650,147
13,333,333
239,371,588
3,000
-
-
470,349,882
16,250,000
486,599,882
Issue Price
$
0.015
0.015
0.005
0.015
$
29,771,795
-
2,097,376
200,000
1,059,472
45
(242,158)
(150,097)
32,736,433
97,500
32,833,933
48
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 13: Issued capital (cont)
(c) Share options
Options exercisable at $0.015 on or before 31 January 2024
Listed options exercisable at $0.015 on or before 28 February 2024
Listed options exercisable at $0.045 on or before 30 September 2020
Gleneagle options Series A
Gleneagle options Series B
(d) Movements in share options
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 $0.50 on or before 31 July 2020:
Beginning of the financial year
Issued during year
Balance at end of financial year
Number of options
2020
2019
50,000,000
290,368,588
155,483,480
5,000,000
5,000,000
505,852,068
-
290,368,588
155,483,480
5,000,000
5,000,000
455,852,068
Number of options
2020
2019
5,000,000
-
-
5,000,000
5,000,000
5,000,000
5,000,000
-
-
5,000,000
5,000,000
5,000,000
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
155,483,480
-
- 155,483,480
155,483,480 155,483,480
290,368,588
-
- 290,371,588
(3,000)
-
290,368,588 290,368,588
Options exercisable at $0.015 on or before 31 January 2024
Beginning of the financial year
Issued during year
Balance at end of financial year
-
50,000,000
50,000,000
-
-
-
49
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 14: Reserves
Option issue reserve (a)
Share compensation reserve (b)
Opening balance
Share based expense for year
Capital raising expense
Closing balance
Consolidated
2020
$
125,391
437,312
26,381
-
463,693
2019
$
125,391
287,215
-
150,097
437,312
589,084
562,703
(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 15.
Note 15: 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
Gleneagle Series A
Options
Gleneagle Series B
Options
5,000,000
10/1/18
31/7/2020
0.25
$182,6252
5,000,000
10/1/18
31/7/2020
0.50
$70,5902
2017 Performance rights
3,470,000
25/10/2017
31/12/2020
-
$542,0621
September 2020 Options
51,000,000
13/03/2019
28/02/2024
0.015
$150,0983
27/11/19
50,000,000
Director 2019 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 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 - $0.25
- $0.50; interest rate 1.88%; volatility 100%; discount for lack of marketability 30%; and discount for vesting hurdles 50% - 60%.
3 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%
4 The Director options were granted to Messrs Ong and Smith including 10,000,000 options that were allocated to an unrelated nominee.
Details of the value of these options are set out below.
31/01/2024
$26,3814
0.015
(i)
(ii)
Weighted average exercise price $0.046
Weighted average time to expiry 3.2 years
50
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Option Valuation
The following performance based incentive options were issued to directors (or their unrelated nominees)
during the period. The options were valued using a trinominal option valuation methodology with inputs as
follows:
Value of underlying security
Exercise price
Valuation date
5-Day VWAP barrier
Life of the Options (years)
Volatility
Risk-free rate
Dividend yield
Vesting Conditions
Number of Options
Value per Option4
Value per Tranche
Expensed during period
Tranche 1
Tranche 2
Tranche 3
$0.0055
$0.015
$0.0055
$0.0055
$0.015
$0.015
27 Nov 2019
27 Nov 2019
27 Nov 2019
$0.015
4.0
150%
0.68%
nil
Note 1
$0.020
4.0
150%
0.68%
nil
Note 2
$0.025
4.0
150%
0.68%
nil
Note 3
20,000,000
20,000,000
10,000,000
$0.0039
$77,788
$11,011
$0.0037
$73,629
$10,422
$0.0035
$34,958
$4,948
1 The Tranche 1 Options will vest upon the 5-day volume weighted average price (‘5-Day VWAP’) of shares traded on the
Australian Securities Exchange (‘ASX’) being at $0.015 or greater.
2 The Tranche 2 Options will vest upon the 5-day volume weighted average price (‘5-Day VWAP’) of shares traded on the
Australian Securities Exchange (‘ASX’) being at $0.020 or greater.
3 The Tranche 3 Options will vest upon the 5-day volume weighted average price (‘5-Day VWAP’) of shares traded on the
Australian Securities Exchange (‘ASX’) being at $0.025 or greater.
Note 16: Reconciliation of profit/(loss) after income tax to net cash outflow from operating activities
Consolidated
2020
$
2019
$
a) Reconciliation of profit/(loss) from ordinary activities after
income tax to net cash outflow from operating activities
Net profit/(loss) for the year after income tax
1,813,888
(2,075,964)
Depreciation
Share based payment expense
Exploration expenditure treated as
exploration investment activity
Profit on sale of tenements
Gain on financial assets held at FVTPL
Foreign exchange movement
(Increase) / decrease in trade and other
receivables
(Increase) / decrease in prepayments
Increase / (decrease) in trade and other
payables
Increase / (decrease) in provisions
19,157
26,381
22,429
-
511,636
(2,181,033)
(670,318)
11,754
8,459
108
(40,850)
(16,978)
1,051,753
-
-
-
119,454
(8,905)
57,258
(74,496)
Net cash outflow from operating activities
(517,796)
(908,471)
51
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 17: 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 $382,000 (2019: 556,174) annually.
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.
Note 18: 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 and equity investments in listed companies. The totals for each category of
financial instruments are as follows:
Financial Assets
Cash and cash equivalents
Equity investments in listed companies
Consolidated
2020
$
2019
$
2,150,887
1,392,198
369,311
-
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 2020, the
Group has net assets of $3,743,536 (2019: 1,805,767). 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 2020 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.
52
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 18: Financial Risk Management (continued)
(c)
Foreign Currency Risk
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange
rate fluctuations arise.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at
the balance date expressed in Australian dollars are a cash balance of $706,423 (2019: $351).
The sensitivity analyses below detail the Group’s sensitivity to an increase/decrease in the Australian dollar
against the United States dollar. The sensitivity analysis includes only outstanding foreign currency denominated
monetary items:
A basis point is the sensitivity rate used when reporting foreign currency risk internally to management and
represents management’s assessment of the possible change in foreign exchange rates.
At balance date, if foreign exchange rates had been 100 basis point higher or lower and all other variables were
held constant, the Group’s:
•
•
Profit or loss would increase/decrease by $7,064 (2019: $4); and
Equity reserves would increase/decrease by $7,064 (2019: $4).
The Group’s sensitivity to foreign exchange rates has increased/decreased during the year mainly to the
exposure outstanding on USD cash balances at year end in the Group.
Interest Rate Risk
(d)
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.
Cash and cash equivalents
Interest rate sensitivity
2020
$
2019
$
2,150,887
360,239
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)
2020
10
(10)
2019
8
(8)
2020
10
(10)
2019
8
(8)
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.
(e)
Credit Risk Exposures
53
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
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 2020, 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
2020.
Fair Value Measurement
(f)
The Group’s equity investments in listed companies are grouped into level 1 of the fair value hierarchy. These
equity investments are valued using quoted prices in an active market.
There were no other financial assets or liabilities at 30 June 2020 requiring fair value estimation and disclosure
as their carrying values approximate fair value.
Note 19: Key management personnel disclosures
(a) Directors
At the date of this report the directors of the Company are:
Daniel Smith – Non-executive Director
Nicholas Ong – Non-executive Director
Edward Mead – Non-executive Director
Michael Soucik - Non-executive Chairman
There were no changes of the key management personnel after the reporting date and the date the financial
report was authorised for issue.
(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
2020
$
2019
$
166,375
-
26,381
192,756
517,575
16,342
-
533,917
Detailed remuneration disclosures of directors and key management personnel are included in the Remuneration
Report forming part of the Directors’ Report.
Note 20: Interest in jointly controlled operation
During the year the Group disposed of its 90% interest in Chanach LLC, the joint venture company that holds
the Chanach gold-copper exploration tenement in the Kyrgyz Republic.
Note 21: 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.
54
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 21: Related party disclosure (continued)
Name of entity
Country of
incorporation
Class of shares
Equity holding
Northern Drilling Pty Ltd
Petrus Resources Pty Ltd
Venture Exploration Pty Ltd
Hobbs & Hugh Pty Ltd
PB Partners Malaysia Limited
Australia
Australia
Australia
Australia
Malaysia
Chanach LLC
Kyrgyz Republic
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2020
%
2019
%
100
100
100
100
-
-
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 (2019: nil).
During the year the Group paid $122,530 (2019: $45,307) to Minerva Corporate Pty Ltd an entity associated with
directors Nicholas Ong and Daniel Smith for services including directors’ fees, consulting fees, company
secretarial and accounting services.
Note 22: Parent Entity Disclosures
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
Reserves
Total equity
Financial performance
Profit/(Loss) for the year
Other comprehensive income
Total comprehensive income/(loss)
2020
$
3,557,618
240,741
3,798,359
2019
$
1,776,828
170,524
1,947,352
54,823
54,823
141,585
141,585
3,743,536
1,805,767
32,833,933
(29,679,481)
589,084
32,736,433
(31,493,369)
562,703
3,743,536
1,805,767
30 June 2020
$
30 June 2019
$
1,813,888
-
(2,075,964)
-
1,813,888
(2,075,964)
55
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2020
Note 23: 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
Consolidated
2020
$
31,645
31,645
-
2019
$
27,954
27,954
-
Total auditor’s remuneration
31,645
27,954
Note 24: Events after the balance date
On 14 September 2020, the Company announced the acquisition of the Reedy South Gold Project for
consideration consisting of upfront cash of $400,000, three annual tranchepayments of $50,000 cash, the issue
of 30,000,000 shares in the Company and a net smelter royalty to the vendors. The Project covers 156km2 of
the highly prospective Cue goldfields, including 1km of strike along the prolific Reedy Shear Zone. The Project
comprises one granted mining lease (M20/446) covering the historic underground workings of Pegasus and King
Cole, and three exploration license applications (E20/969, E20/971 & E20/972).
There has not been any other 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.
56
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 2020 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; and
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 2020.
This declaration is signed in accordance with a resolution of the Board of Directors.
Daniel Smith
Director
Perth, Western Australia
22 September 2020
57
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 2020, 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 2020 and of its
financial performance for the year then ended; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Group in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements of
the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (“the Code”) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial report of the current period. These matters were addressed in the context
of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated
in our report.
58
Key Audit Matter
How our audit addressed the key audit
matter
Carrying value of exploration project acquisition
costs
(Note 10 in the financial report)
The Group has capitalised exploration project
acquisition costs of $222,486 as at 30 June 2020 in
relation to its Australian projects.
Our audit procedures determined that the carrying
value of exploration project acquisition costs was a
key audit matter as it was an area which required a
significant amount of audit effort and 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 the following:
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 2021
and discussed with management the
nature of planned ongoing activities;
to
exploration expenditure during the
year; and
additions
reviewed
• We
Sale of Aucu Copper-Gold project in Kyrgyzstan
(Note 2 in the financial report)
Our procedures included but were not
limited to the following:
• We examined the disclosures made
in the financial report.
At 30 June 2019, the Group had classified the Aucu
Copper-Gold project in Kyrgyzstan as an asset held
for sale. This project was sold during the year ended
30 June 2020 and has been disclosed as a
discontinued operation during the current year.
Our audit procedures determined that this disposal
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.
• We reviewed the sale transaction in
sale
with
the
conjunction
agreement;
• We ensured the accounting for the
sale was correct and obtained
expert
tax
implications – none were noted;
and
advice
any
on
• 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 2020, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
59
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.
60
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended
30 June 2020.
In our opinion, the Remuneration Report of White Cliff Minerals Limited for the year ended 30 June
2020 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
22 September 2020
L Di Giallonardo
Partner
61
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
21 September 2020.
A. Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
1,000
1 −
1,001 −
5,000
5,001 − 10,000
10,001 _ 100,000
100,001 and over
Class of equity security
Ordinary shares
352
631
292
707
438
2,420
There were 1,709 holders of less than a marketable parcel of ordinary shares.
B. Equity security holders
Twenty largest quoted equity security holders – ordinary shares
62
White Cliff Minerals Limited
ABN 22 126 299 125
63
White Cliff Minerals Limited
ABN 22 126 299 125
Additional Shareholder Information
Twenty largest quoted equity security holders – 28 February 2024 options
64
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
None as at the date of this report.
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.
65
White Cliff Minerals Limited
ABN 22 126 299 125
E. On-market buyback
There is no current on-market buyback.
F. Tenement schedule
TENEMENT
E45/5107
E45/5112
E38/2552
E38/2693
E38/2847
E39/1479
E39/1585
E31/1101
M20/446
E20/969
E20/971
E20/972
PROJECT
Midas Cu-Au
Midas Cu-Au
Ironstone
Ironstone
Ironstone
Ghan Well
Red Flag
Coronation Dam
Reedy South
Reedy South
Reedy South
Reedy South
LOCATION
OWNERSHIP
Paterson
Paterson
Laverton
Laverton
Laverton
Laverton
Laverton
Leonora
Cue
Cue
Cue
Cue
100%
100%
100%
100%
100%
100%
100%
100%
Acquiring 100%
Acquiring 100%
Acquiring 100%
Acquiring 100%
66