White Cliff Minerals Limited
ABN 22 126 299 125
Annual report
for the year ended 30 June 2021
White Cliff Minerals Limited
ABN 22 126 299 125
Contents
Corporate information
Review of operations
Directors’ report
Auditor’s independence declaration
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the 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
Michael Soucik
Nicholas Ong
Ed Mead
Dan Smith
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: (08) 9486 4036
(08) 9486 4799
Facsimile:
www.wcminerals.com.au
Website:
Computershare Investor Services Pty Ltd
Level 11, 172 St George’s Terrace
Perth, Western Australia 6000
Telephone: (08) 9323 2000
HLB Mann Judd (WA Partnership)
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: WCNOE)
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White Cliff Minerals Limited
ABN 22 126 299 125
Review of Operations
Highlights
• Successful completion of acquisition of Reedy South Gold Project near Cue, Western
Australia for $400,000 cash and 25 million shares plus royalty and deferred payments (refer
to ASX announcement dated 8 October 2020).
• Maiden 42,400 ounces of JORC 2012 Mineral Resource at Reedy South (refer to ASX
announcement dated 29 October 2020).
• Completion of acquisition of Cracker Jack Gold Project, which is situated ~10kms from the
Company’s Reedy South Gold Project.
• Completion of sale of Merolia Gold project to Panther Metals PLC ~$274,000, consisting of
$112,500 cash and the issue of 734,470 Panther ordinary shares (valued at A$160,400 at
the time of the announcement dated 16 November 2020).
Corporate
A shareholder meeting to consider the acquisition of Midway Resources Limited, which holds 3
gold copper and PGE projects in New Zealand, was cancelled due to the termination of a binding
term sheet (refer to ASX announcement dated 22 July 2021).
Exploration Summary
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).
Figure 1: White Cliff Minerals WA Project Map
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White Cliff Minerals Limited
ABN 22 126 299 125
Reedy South Gold Project (100%)
The Reedy South Gold Project covers 272km2 of the highly prospective Cue goldfields, centred
on the southern portion of the prolific Reedy Shear Zone (RSZ), within the Meekatharra-Wydgee
greenstone belt (Figure 2). The Project comprises one granted mining lease (M20/446) covering
the historic underground workings of Pegasus and King Cole, a granted exploration and
prospecting license (E20/938 McCaskill Hill & P20/2289 Cracker Jack) and four exploration
license applications (E20/969, E20/971, E20/972 & E20/974). The Project is situated 40km north
of Cue, via the Great Northern Highway and is 80km south of Meekatharra.
Figure 2: The Reedy South Gold Project over simplified geology
Project Overview
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
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White Cliff Minerals Limited
ABN 22 126 299 125
prospecting, geochemistry, and broad spaced shallow drilling with exploration over the past
decade constrained by funding.
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 major lineaments or structural corridors that corresponds to the RSZ along which
gold mineralisation extends over for 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. The Reedy South Gold Project area is approximately 800m south of the Triton-
South Emu goldmine currently in operation for Westgold Resources (Figure 3).
Figure 3: Location of tenement M20/446 in relation to Triton-South Emu and showing the RSZ trend
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 Project has
largely 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 and 27
October 2020). Significant intercepts included:
o 12m @ 5.26g/t Au from 34m (PGRC10016)
o 7m @ 10.86g/t Au from 30m (PGRC10036)
o 4m @ 7.68g/t Au from 36m (PGRC10015)
o 5m @ 6.41g/t Au from 34m (PGRC10018)
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White Cliff Minerals Limited
ABN 22 126 299 125
o 20m @ 4.13 g/t Au from 2m (H4, 2010), including 3m @ 11.33 g/t Au from
5m
o 4m @ 9.51g/t Au from 32m and 2m @ 11.75 g/t Au from 38m (H3, 2010)
Based on initial review of QA and QC of available exploration data, White Cliff believes that
mineralisation in the Mining Lease is hosted by the RSZ, localised by an unconformable contact
between two greenstone groups. Anastomosing structures develop within the RSZ focusing fluid
migration and gold mineralisation. Strong potassic-silicic-pyritic alteration is associated with gold
mineralisation, 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.
On 29 October 2020, White Cliff announced a JORC 2012 compliant maiden Mineral Resource
Estimate (MRE) of 779,000 tonnes at 1.7 g/t Au for 42,400 ounces delivered for Reedy
South Gold Project.
Classification
Indicated
Inferred
Tonnes
123,000
655,000
Grade Ounces
6,600
1.7g/t
35,800
1.7g/t
TOTAL
779,000
1.7g/t
42,400
Table 1: Reedy South Mineral Resource Estimate 0.5g/t cut-off grade
Figures 4 and 5 show cross section through the orebody. The mineralisation is contained within
high grade shears or shoots within the broader RSZ. The deposit remains open at depth and
along strike.
Figure 4: Cross section 1 looking north
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 5: Cross section 2 looking north
Figure 6 shows a plan view of the modelled domains at the 450m RL, approximately 30m below
natural surface. The domains are constrained within the RSZ.
Figure 6: Plan view at 450mRL showing domains
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White Cliff Minerals Limited
ABN 22 126 299 125
Table 2 below reports the MRE by domain.
Indicated
Inferred
Total
Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
Domain 1
54,000
Domain 2
50,000
Domain 3
19,000
Domain 4
Domain 5
Domain 6
0
0
0
2.1
1.3
1.6
0.0
0.0
0.0
3,600
90,000
2,000
78,000
1,000
358,000
0
0
0
9,000
62,000
58,000
1.2
1.5
1.3
1.4
4.4
2.0
3,500
144,000
3,800
129,000
15,400
377,000
400
9,000
8,900
62,000
3,800
58,000
1.5
1.4
1.3
1.4
4.4
2.0
7,100
5,800
16,400
400
8,900
3,800
TOTAL
123,000
1.7
6,600
655,000
1.7
35,800 779,000
1.7
42,400
Table 2: Mineral Resource reported by domain at a 0.5g/t cut-off grade
Given the average depth of drilling to date is ~60m, White Cliff commenced a two-rig, 44 drill
holes program for 4,500m RC drilling to test the depth extension of the Reedy South mineralised
zones. The program consists of 38 shallower (~60-80m) infill drill holes aimed at increasing
resource confidence and testing strike extensions, and a series of deeper holes to target
mineralisation at depth. Assays from the Company’s 38-holes drill program have shown that
mineralisation extends to at least 135m below surface, with the remaining 5 deeper RC holes to
target mineralisation up to 250m below surface. Significant results include (refer to
announcements dated 25 January 2021 and 6 May 2021):
o 11m @ 3.19 g/t Au from 51m including 3m @ 8.87 g/t Au (RSRC021)
o 7m @ 3.16 g/t Au from 53m (RSRC010)
o 11m @ 2.29 g/t Au from 21m (RSRC007)
o 6m @ 2.96 g/t Au from 18m (RSRC014)
o 12m @ 1.49 g/t Au from 77m (RSRC024)
o 13m @ 1.07 g/t Au from 7m (RSRC022)
o 8m @ 1.44 g/t Au from 27m (RSRC023)
o 7m @ 1.60g/t Au from 48m including 3m @ 2.86 g/t Au (RSRC033)
o 8m @ 1.06 g/t Au from 48m and 16m @ 1.74 g/t Au from 72m (RSRC003)
o 7m @ 1.50 g/t Au from 48m (RSRC004)
o 12m @ 1.8 g/t Au from 160m (RSRC039) (4m composite samples)
o 4m @ 0.7 g/t Au from 183m (RSRC040)
Six deep RC holes for 1,546m were drilled at the Pegasus and King Cole Prospects. The holes
were designed to target depth extensions of the known mineralisation and maiden Mineral
Resource Estimate. The first three holes (RSRC039, RSRC040 and RSRC041) were collared in
the ultramafic unit to the east of the roughly north- south striking Reedy Shear Zone (RSZ). The
remaining three holes (RSRC042, RSRC043 and RSRC044 were collared in Basalt to the west of
the RSZ.
It became apparent during the drilling program that the intense shearing in the basalt unit to
the west of the RSZ, was causing the drillholes to drop dramatically as the hole approached the
RSZ. In order to counteract the drop of the holes, it is planned to complete directional diamond
drill tails utilising the RC holes to successively target deeper intersections down the RSZ.
Cracker Jack
The Cracker Jack project covers 16km2 of the highly prospective Meekatharra-Cue goldfields,
including strike potential of the prospective Meekatharra-Wydgee greenstone belt. Cracker Jack
comprises one granted exploration license (E20/938) and one granted prospecting license
(P20/2289). The project is approximately 10km away from the Reedy’s gold mine and adjoins
the Company’s existing tenements within the Reedy area (Figure 7).
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 7: The Reedy South Gold Project over simplified geology interpreted from airborne magnetics and
mapping.
During March 2021, 16 rock chip samples (Figure 8) were collected from the northern end of
the Cracker Jack, with samples taken from historic workings (trenches and mullock) along a
strike-length of ~350m. Mineralisation at Cracker Jack is thought to be controlled by quartz
veining within the contact between Banded Iron Formation (BIF), mafics and Ultramafics.
Cracker Jack is the southern extension of the Burnakurra Shear Zone (BSZ), and shares
geological similarities to the RSZ.
High-grade assay results received from the 16 rock chip samples are (refer to ASX
announcement dated 7 May 2021):
o 37.3 g/t Au from oxidized vein material from historic trench (CJRK012)
o 32.5 g/t Au from brown quartz veining in historic trench (CJRK009)
o 26.7 g/t Au from vuggy quartz in sheared mullock (CJRK008)
o 18.7 g/t Au from quartz in sheared mullock (CJRK001)
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 8: Rock chip sampling locations and grades, Cracker Jack gold project.
McCaskill’s Hill
McCaskill’s Hill covers 16km2 of the highly prospective Meekatharra- Cue goldfields, including
5.5km of strike potential of the prospective Meekatharra- Wydgee greenstone belt. McCaskill’s
comprises one granted exploration license (E20/938) (Figure 7). The prospect is approximately
10km away from the Reedy’s gold mine and adjoins the Company’s existing tenements within
the Reedy area.
During March 2021, 229 -2mm soil samples were collected from the central McCaskill’s prospect,
with samples taken along east-west lines 200m apart and spaced at 100m intervals along the
lines (refer ASX announcement dated 27 May 2021). Gold assay results received for McCaskill
Hill soils have defined an untested strike extension along the southern end of the BSZ (Figure
9).
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 9: Soil sampling locations and contouring at McCaskill’s Hill
Midas Cu-Au Project (100%)
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 Project is located on major granite dome structures, have highly prospective
fault structures, and in the case of E45/5107 have significant historical stream sediment
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White Cliff Minerals Limited
ABN 22 126 299 125
sampling programs completed by CRA Exploration in the 80s, with follow up rock-chip sampling
reported in WAMEX reports.
Figure 10: Midas Cu Au Project location (E45/5107 and E45/5112) relative to significant projects in the
Paterson Province overlying the regional magnetics.
During the year, the Company completed a geochemical sampling program at the Midas Cu-Au
Project. The program consisted of 502 samples spaced 200 metres apart on 400 metre spaced
EW lines for approximately 105-line km of sampling. Ionic LeachTM soil geochemistry sampling
was conducted over the North West Graben and the Midas Graben which were suited to this low-
level mobile ion technique due to the alluvial cover.
The sampling program covered 5 of the priority target areas across E45/5107 (Figures 11 and
12). The remoteness of the area, coupled with harsh terrain in the Central and Eastern Areas,
excluded sampling over the Central Fold Belt (which includes the Table Top prospect) and the
Southeast Fold Belt. Results from the samples points that could be safely collected are lower
than anticipated, however there still remains untested areas within the tenement.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 11: Broad low-level copper anomalism returned from the Ionic LeachTM geochemistry sampling
over the Northwest and Midas Half Grabens, with sporadic copper anomalism across what was safely
sampled at the Coolbro Creek Prospect using traditional geochemistry which produces results an order of
magnitude higher than what the Ionic LeachTM analysis produces and thus shouldn’t be compared.
Figure 12: Traditional gold soil geochemistry and an order of magnitude higher Ionic LeachTM results
covering 5 of the 7 priority prospects
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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 two 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.
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 (refer to ASX announcement dated 25 March 2019).
Mineralisation is open along strike within an extensive ultramafic unit that contains zones of
cobalt mineralisation associated with nickel mineralisation.
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 13 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 3 provides a breakdown of the resource
estimate by material type. Table 4 provides a breakdown of the resource estimate reported
above a range of cut-off grades.
Figure 13: 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.
Resource category Material type Tonnes (Mt)
Grade
Contained metal
Ni (%) Co (%) Nickel (kt) Cobalt (kt)
Inferred
Transitional
Oxide
Fresh
Total
5.0
0.5
0.2
5.7
1.0
0.9
1.0
1.0
0.08
0.06
0.02
0.08
50.8
4.3
1.5
56.7
4.0
0.3
0.02
4.3
Table 3: Coronation Dam – Inferred Mineral Resource reported above a cut-off grade of 0.8% nickel
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White Cliff Minerals Limited
ABN 22 126 299 125
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
Table 4: Coronation Dam – Inferred Mineral Resource March 2019 reported above a range of nickel cut-
off grades (COG)
Ghan Well Nickel and Cobalt Project (100%)
The Company reported a maiden Inferred Mineral Resource for the Ghan Well nickel-cobalt
deposit (refer to ASX announcement dated 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 5). Table 6 provides a breakdown of
the resource estimate reported above a range of cut-off grades.
Resource
category
Material
type
Tonnes
(Mt)
Inferred
Oxide
Transitional
Total
0.5
0.8
1.3
Grade
Ni
(%)
0.9
0.9
0.9
Co
(%)
0.09
0.05
0.07
Contained metal
Cobalt
Nickel
(kt)
(kt)
0.4
4.2
7.7
11.9
0.4
0.9
Table 5: Ghan Well – Inferred Mineral Resource April 2019 reported above a cut-off grade of 0.8% nickel
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
Table 6: Ghan Well – Inferred Mineral Resource April 2019 reported above a range of nickel cut-off
grades (COG)
The Company considers the Coronation Dam and Ghan Well projects as non-core projects. It is
continuing discussions regarding the potential divestment of these projects.
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White Cliff Minerals Limited
ABN 22 126 299 125
ANNUAL RESOURCE AND RESERVE STATEMENT
Mineral Resource Summary as at 30 June 2021
Reedy South Gold Project – Inferred Mineral Resource 29 October 2020 reported by domain at
a 0.5g/t cut-off grade.
Indicated
Inferred
Total
Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
Domain 1
54,000
Domain 2
50,000
Domain 3
19,000
Domain 4
Domain 5
Domain 6
0
0
0
2.1
1.3
1.6
0.0
0.0
0.0
3,600
90,000
2,000
78,000
1,000
358,000
0
0
0
9,000
62,000
58,000
1.2
1.5
1.3
1.4
4.4
2.0
3,500
144,000
3,800
129,000
15,400
377,000
400
9,000
8,900
62,000
3,800
58,000
1.5
1.4
1.3
1.4
4.4
2.0
7,100
5,800
16,400
400
8,900
3,800
TOTAL
123,000
1.7
6,600 655,000
1.7
35,800 779,000
1.7
42,400
Coronation Dam – Inferred Mineral Resource dated March 2019 reported above a cut-off grade
of 0.8% nickel.
Resource
category
Material
type
Tonnes
(Mt)
Inferred
Transitional
Oxide
Fresh
Total
5.0
0.5
0.2
5.7
Grade
Ni
(%)
1.0
0.9
1.0
1.0
Co
(%)
0.08
0.06
0.02
0.08
Contained metal
Cobalt
Nickel
(kt)
(kt)
4.0
50.8
4.3
1.5
56.7
0.3
0.02
4.3
Ghan Well – Inferred Mineral Resource dated April 2019 reported above a cut-off grade of 0.8%
nickel.
Resource
category
Material
type
Tonnes
(Mt)
Inferred
Oxide
Transitional
Total
0.5
0.8
1.3
Grade
Ni
(%)
0.9
0.9
0.9
Co
(%)
0.09
0.05
0.07
Contained metal
Cobalt
Nickel
(kt)
(kt)
0.4
4.2
7.7
11.9
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.
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White Cliff Minerals Limited
ABN 22 126 299 125
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 Allan Younger, who is a Member of the
Australasian Institute of Mining and Metallurgy. Mr Younger is an employee of the company. Mr
Younger 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 Younger consents to the inclusion of
this information in the form and context in which it appears in this report.
Competent Persons Statement – Mineral Resource
The Information in this report that relates to exploration results, mineral resources or ore
reserves is based on information compiled by Mr Richard Maddocks who is a Fellow of the
Australian Institute of Mining and Metallurgy. Mr Maddocks is employed by Auralia Mining
Consulting and is a consultant to the company. Mr Maddocks 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 Maddocks consents to the inclusion of this information in the form and context
in which it appears in this report.
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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 2021. 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:
Michael Soucik – Non-executive Chairman
Dan Smith – Non-executive Director
Nicholas Ong – Non-executive Director
Ed Mead – Non-executive Director
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 18 of this Annual Report. The loss after tax of the Group for the year ended 30 June
2021, was $2,010,492 (2020 profit of $1,813,888).
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
A shareholder meeting to consider the acquisition of Midway Resources Limited, which holds 3
gold copper and PGE projects in New Zealand, was cancelled due to the termination of the
binding term sheet (refer to ASX announcement dated 22 July 2021).
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 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.
19
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Information on directors
Michael Soucik: B Com (Hons) Non-executive Chairman
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
None
Former directorships in the last 3 years
Kula Gold Limited (2020)
Special responsibilities
Non-executive Chairman
Interests in shares and options at the date of this report
17,500,000 options
Dan Smith: BA, GradDipACG, FGIA, RG146 Non-executive Director
Experience and expertise
A Director since December 2018, Mr Smith is a fellow member of the Governance Institute of
Australia and has over 13 years’ primary and secondary capital markets expertise. As a director
of corporate consulting firm Minerva Corporate, he has advised on, and been involved in, over
a dozen IPOs, RTOs and capital raisings on both the ASX and NSX. His key focus is on corporate
governance and compliance, commercial due diligence and transaction structuring, as well as
ongoing investor and stakeholder engagement.
Other current directorships
Alien Metals Ltd
Artemis Resources Limited
Lachlan Star Limited
Europa Metals Ltd
QX 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
None
Special responsibilities
Non-executive Director
Interests in shares and options at the date of this report
3,500,000 shares, and 28,166,667 options
Nicholas Ong: MBA, BCom, GradDipAppFin, GradDipACG, FCIS, FGIA Non-executive
Director
Experience and expertise
A Director since December 2018, Nicholas brings 17 years’ experience in IPO, listing rules
compliance and corporate governance. He is experienced in mining project finance, mining and
milling contract negotiations, mine CAPEX & OPEX management, and toll treatment gold
reconciliation. Nicholas is a Fellow of the Governance Institute of Australia and holds a Bachelor
of Commerce and a Master of Business Administration from the University of Western Australia.
Nicholas is currently a Company Secretary of several ASX listed companies.
20
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Other current directorships
Helios Energy Limited
Vonex Limited
Black Star Petroleum Limited
CFOAM Limited
Beroni Group Limited
Mie Pay Limited
Appointed 4 August 2017
Appointed 14 June 2016
Appointed 31 July 2018
Appointed 24 October 2020
Appointed 1 March 2021
Appointed 15 July 2019
Former directorships in the last 3 years
Arrow Minerals Limited (2011-2019), CoAssets Limited (2015-2019).
Special responsibilities
Non-executive Director & Company Secretary
Interests in shares and options at the date of this report
3,500,000 shares, and 28,166,667 options
Ed Mead: BSc: MAIMM Non-executive Director
Experience and expertise
A Director since June 2019, Mr Mead is a geologist with over 20\5 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
500,000 shares, and 12,500,000 options
Meetings of directors
During the financial year there were 2 formal directors’ meetings. All other matters that
required formal Board resolutions were dealt with via written circular resolutions. In addition,
the directors met on an informal basis at regular intervals during the financial year to discuss
the Group’s affairs.
The number of meetings of the Company’s board of directors attended by each director were:
Michael Soucik
Nicholas Ong
Ed Mead
Dan Smith
Directors’ meetings
held whilst in office
2
2
2
2
Directors’
meetings
attended
2
2
2
2
21
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Shares under option
Outstanding share options at the date of this report are as follows:
Grant Date
3 December 2019
11 February 2019
30 November 2020
Date of expiry
31 January 2024
28 February 2024
30 November 2023
Exercise price
$0.015
$0.015
$0.047
Number of
options
50,000,000
291,272,071
45,000,000
No option holder has any right under the options to participate in any other share issue of the
Company or any other controlled entity.
Options expired
During the financial year, the following options expired unexercised:
Amount
155,483,480
5,000,000
5,000,000
Options
$0.045 options on 30 September 2020
$0.25 options on 31 July 2020
$0.50 options on 31 July 2020
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 2021. 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
Michael Soucik
Nicholas Ong
Ed Mead
Dan Smith
(ii) Executives
There were no other executives of the Group as at 30 June 2021.
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
22
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
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.
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. There has not been any use of remuneration consultants during the
year ended 30 June 2021.
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.
23
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
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 2021, the Company issued 45 million options exercisable at
$0.047 on or before 30 November 2023, to the directors (note 14).
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 2021 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.
Remuneration of directors
Year ended
30 June 2021
Name
Director
Michael Soucik
Dan Smith
Nicholas Ong
Ed Mead
Salary / fees
Post-employment
benefits
Superannuation
Share-based
payments1
Total
Performance
based
remuneration
%
$
24,000
28,000
51,500
30,000
133,500
$
-
-
-
-
-
$
$
384,595
187,116
187,116
274,710
408,595
215,116
238,616
304,710
1,033,537
1,167,037
94
87
78
90
24
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Year ended 30 June 2020
Name
Director
Michael Soucik2
Dan Smith
Nicholas Ong
Ed Mead
Salary /
fees
$
14,000
65,500
56,000
30,875
166,375
Post-employment
benefits
Superannuation
Share-based
payments1
Total
Performance
based
remuneration
%
$
-
-
-
-
-
$
$
-
13,191
13,190
-
14,000
78,691
69,190
30,875
26,381
192,756
-
17
19
-
2Appointed 2 December 2019
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.
Share-based compensation
D
The terms and conditions of options granted affecting remuneration in the current or a future
reporting period are detailed below, as well as movements in total holdings or options and
ordinary shares by KMP:
Key management personnel equity holdings
2021
Director
Ordinary shares
Michael Soucik
Dan Smith
Nicholas Ong
Edward Mead
Options
Michael Soucik
Dan Smith
Nicholas Ong
Edward Mead
Balance at
beginning of
year
-
1,333,334
1,333,334
-
-
20,666,667
20,666,667
-
Balance at
Appointment
Net Movement
during the year
Balance at
Resignation
-
-
-
-
-
-
-
-
-
2,166,666
2,166,666
500,000
17,500,000
7,500,000
7,500,000
12,500,000
-
-
-
-
-
-
-
-
Balance at
the
end of year
-
3,500,000
3,500,000
500,000
17,500,000
28,166,667
28,166,667
12,500,000
1 At the Annual General Meeting held on 30 November 2020 45,000,000 options were approved to be issued to the
directors. 17,500,000 options were issued to Michael Soucik, 12,500,000 options were issued to Edward Mead and
7,500,000 options were issued to each of Messrs Smith and Ong. The options are exercisable at $0.0175 on or before
13 November 2023. Refer to Note 14 for further details.
25
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
2020
Director
Ordinary shares
Michael Soucik
(appointed 2 Dec 2019)
Dan Smith
Nicholas Ong
Edward Mead
Options
Michael Soucik
(appointed 2 Dec 2019)
Dan Smith
Nicholas Ong
Edward Mead
Balance at
beginning of
year
Balance at
Appointment
Net Movement
during the year
Balance at
Resignation
-
1,333,334
1,333,334
-
-
666,667
666,667
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,000,0001
20,000,0001
-
-
-
-
-
-
-
-
-
Balance at
the
end of year
-
1,333,334
1,333,334
-
-
20,666,667
20,666,667
-
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.
Other transactions with KMPs
During the year the Group paid $104,113 (2020: $122,530) to Minerva Corporate Pty Ltd an
entity associated with directors Nicholas Ong and Dan Smith for services including directors’,
company secretarial and consulting fees included above of $79,500 and accounting services of
$24,613.
End of remuneration report.
26
White Cliff Minerals Limited
ABN 22 126 299 125
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 28 and forms part of this
directors’ report for the year ended 30 June 2021.
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 21.
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: 29 September 2021
27
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 2021, 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
29 September 2021
L Di Giallonardo
Partner
28
White Cliff Minerals Limited
ABN 22 126 299 125
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2021
Note
Consolidated
2021
$
2020
$
Other income
3(a)
264,083
25,988
Fair value gain on financial assets
8
554,188
670,318
Exploration expenditure incurred
Share based payments expense
Other expenses
(1,176,872)
(1,053,037)
(598,854)
(155,160)
(26,381)
(525,434)
3(b)
(2,828,763)
(706,975)
Loss before income tax expense
(2,010,492)
(10,669)
Income tax benefit
Loss from continuing operations
Net profit after tax from discontinued
operations
Net (loss)/profit for the year
Other comprehensive income, net of tax
Total comprehensive (loss)/income for the
year
Basic (loss)/earnings per share
(cents per share)
Loss from continuing operations
(cents per share)
4
2
5
5
-
-
(2,010,492)
(10,669)
-
1,824,557
(2,010,492)
1,813,888
-
-
(2,010,492)
1,813,888
(0.396)
0.380
(0.396)
(0.002)
The above consolidated statement of profit or loss and other comprehensive income should be
read in conjunction with the accompanying notes.
29
White Cliff Minerals Limited
ABN 22 126 299 125
Consolidated Statement of Financial Position
As at 30 June 2021
Current Assets
Cash and cash equivalents
Financial assets
Trade and other receivables
Prepayments
Note
7
8
9
Consolidated
2021
$
2020
$
1,302,415
858,016
49,323
11,762
2,150,887
1,392,198
5,736
8,797
Total Current Assets
2,221,516
3,557,618
Non-Current Assets
Plant and equipment
Exploration project acquisition costs
10
945
1,140,871
18,255
222,486
Total Non-Current Assets
1,141,816
240,741
Total Assets
3,363,332
3,798,359
Current Liabilities
Trade and other payables
Deferred consideration
11
10
70,050
48,565
54,823
-
Total Current Liabilities
118,615
54,823
Non-Current Liabilities
Deferred consideration
10
92,989
Total Non-Current Liabilities
92,989
-
-
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
211,604
54,823
3,151,728
3,743,536
12
13
33,199,580
1,642,121
(31,689,973)
32,833,933
589,084
(29,679,481)
3,151,728
3,743,536
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
30
White Cliff Minerals Limited
ABN 22 126 299 125
Consolidated Statement of Changes in Equity
For the year ended 30 June 2021
Consolidated
Issued
capital
$
Accumulated
losses
$
Reserves
Total equity
$
$
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
Loss for the year
Other comprehensive income
Total comprehensive loss for
the year
-
-
-
(2,010,492)
-
(2,010,492)
-
-
-
(2,010,492)
-
(2,010,492)
Shares issued during the year
Capital raising costs
Share-based payments
368,947
(3,300)
-
-
-
-
-
- 1,053,037
368,947
(3,300)
1,053,037
Balance at 30 June 2021
33,199,580
(31,689,973)
1,642,121
3,151,728
The above consolidated statement of changes in equity should be read in conjunction with the
accompanying notes.
31
White Cliff Minerals Limited
ABN 22 126 299 125
Consolidated Statement of Cash Flows
For the year ended 30 June 2021
Consolidated
Inflows/
(Outflows)
2021
$
Inflows/
(Outflows)
2020
$
Note
10,000
(531,702)
(1,176,872)
-
315
25,000
(543,628)
-
(156)
988
15(a)
(1,698,259)
(517,796)
Cash flows from operating activities
from customers, government
Receipts
grants and incentives
Payments to suppliers and employees
Payments for exploration and evaluation
Interest paid
Interest received
Net cash (outflow) from operating
activities
Cash flows from investing activities
Payments for tenement acquisitions
Proceeds from sale of tenements (net of
disposal costs)
Proceeds from sale of equity investments
Payments for property, plant and equipment
(488,772)
(540,570)
8
142,613
1,248,770
-
2,852,974
-
(1,277)
Net cash inflow from investing
activities
Cash flows from financing activities
Proceeds from the issue of shares
Payments for capital raising costs
Net cash inflow from financing
activities
902,611
2,311,127
8,948
(3,300)
5,648
-
-
-
Net (decrease)/increase in cash held
(790,000)
1,793,331
Cash at the beginning of the year
2,150,887
369,311
Effects of exchange rate changes on
cash held
(58,472)
(11,755)
Cash at the end of the year
7
1,302,415
2,150,887
The above consolidated statement of cash flows should be read in conjunction with the
accompanying notes.
32
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
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
$2,010,492 for the year ended 30 June 2021, it had a working capital surplus of
$2,102,901 at balance date and a net cash outflow from operating activities amounting to
$1,698,259, 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) Adoption of new and revised standards
In the year ended 30 June 2021, 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 these
new standards and interpretations on 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 2021. 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.
(c) Statement of compliance
The financial report was authorised by the Board of directors for issue on 29 September
2021.
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).
33
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
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
2021 (“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.
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 nd have been valued using a Black and Scholes
option valuation methodology with inputs as set out in Note 14.
(f) 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:
34
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 1: Statement of significant accounting policies (continued)
(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.
(g) 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.
(h)
Income tax
The income tax expense or benefit for the year is the tax payable on the current year’s
taxable income based on the applicable income tax rate for each jurisdiction adjusted by
changes in deferred tax assets and liabilities attributable to temporary difference and to
unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period in the countries where the Group’s
subsidiaries and associates operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Current tax assets and liabilities are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted by the balance date.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises from the initial recognition of goodwill
or of an asset or liability in a transaction that is not a business combination and that,
at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss; or
• when the taxable temporary difference is associated with investments in controlled
entities, associates or interests in joint ventures, and the timing of the reversal of
the temporary difference can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-
forward of unused tax assets and unused tax losses, to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences and the
carry-forward of unused tax credits and unused tax losses can be utilised, except:
35
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 1: Statement of significant accounting policies (continued)
• when the deferred income tax asset relating to the deductible temporary difference
arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; or
• when the deductible temporary difference is associated with investments in
controlled entities, associates or interests in joint ventures, in which case a deferred
tax asset is only recognised to the extent that it is probable that the temporary
difference will reverse in the foreseeable future and taxable profit will be available
against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are
recognised to the extent that it has become probable that future taxable profit will allow
the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected
to apply to the financial year when the asset is realised or the liability is settled, based on
tax rates (and tax laws) that have been enacted or substantively enacted at the balance
date.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right
exists to set off current tax assets against current tax liabilities and the deferred tax assets
and liabilities relate to the same taxable entity and the same taxation authority.
Tax consolidation legislation
The Company and its 100% owned Australian resident subsidiaries have implemented the
tax consolidation legislation. Current and deferred tax amounts are accounted for in each
individual entity as if each entity continued to act as a taxpayer on its own.
The Group recognises both its current and deferred tax amounts and those current tax
liabilities, current tax assets and deferred tax assets arising from unused tax credits and
unused tax losses which it has assumed from its controlled entities within the tax
consolidated group.
(i) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
• when the GST incurred on a purchase of goods and services is not recoverable from
the taxation authority, in which case the GST is recognised as part of the cost of
acquisition of the asset or as part of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
•
The net amount of GST recoverable from, or payable to, the taxation authority is included
as part of receivables or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST
component of cash flows arising from investing and financing activities, which is
recoverable from, or payable to, the taxation authority, are classified as operating cash
flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable
from, or payable to, the taxation authority.
36
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 1: Statement of significant accounting policies (continued)
(j)
Impairment of assets
The Group assesses at each balance date whether there is an indication that an asset
may be impaired. If any such indication exists, or when annual impairment testing for
an asset is required, the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of its fair value less costs to sell and its
value in use and is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets
and the asset's value in use cannot be estimated to be close to its fair value. In such
cases the asset is tested for impairment as part of the cash-generating unit to which it
belongs. When the carrying amount of an asset or cash-generating unit exceeds its
recoverable amount, the asset or cash-generating unit is considered impaired and is
written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset. Impairment losses relating to
continuing operations are recognised in those expense categories consistent with the
function of the impaired asset unless the asset is carried at re-valued amount (in which
case the impairment loss is treated as a revaluation decrease).
An assessment is also made at each balance date as to whether there is any indication
that previously recognised impairment losses may no longer exist or may have
decreased. If such indication exists, the recoverable amount is estimated. A previously
recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case the carrying amount of the asset is increased to its
recoverable amount. That increased amount cannot exceed the carrying amount that
would have been determined, net of depreciation, had no impairment loss been
recognised for the asset in prior financial periods. Such reversal is recognised in profit or
loss unless the asset is carried at revalued amount, in which case the reversal is treated
as a revaluation increase. After such a reversal the depreciation charge is adjusted in
future periods to allocate the asset’s revised carrying amount, less any residual value,
on a systematic basis over its remaining useful life.
(k) Trade and other payables
Trade payables and other payables are carried at amortised 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.
(l)
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.
37
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 1: Statement of significant accounting policies (continued)
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.
(m) 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 14.
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.
38
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 1: Statement of significant accounting policies (continued)
(n)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds. Incremental costs directly attributable to the issue of new shares or options
for the acquisition of a new business are not included in the costs of acquisition as part
of purchase consideration.
(o) 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.
(p) 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.
39
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 1: Statement of significant accounting policies (continued)
(r) Parent entity financial statements
The financial information for the parent entity, White Cliff Minerals Limited, disclosed in
Note 20, has been prepared on the same basis as the consolidated financial statements.
(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.
40
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 1: Statement of significant accounting policies (continued)
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.
(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.
41
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 2: Discontinued operations 2020 – Sale of Aucu Copper-Gold project in
Kyrgyzstan
During the previous 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
Note 3: Revenue and expenses
(a) Other income
Interest received
Profit from sale of tenements
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 21)
Depreciation
Employee costs
Interest expense
Directors’ fees
Other expenses
Consolidated
2020
$
3,142,974
721,880
3,864,854
(299,404)
(1,384,417)
2,181,033
(356,476)
1,824,557
Consolidated
2021
$
315
253,768
10,000
264,083
Consolidated
2020
$
988
-
25,000
25,988
2021
2020
32,381
17,309
133,814
-
133,500
281,850
598,854
31,645
19,157
85,665
156
96,875
291,936
525,434
42
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
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:
2021
2020
Accounting loss before tax from continuing operations
(2,010,491)
(1,813,888)
Income tax benefit calculated at 30% (2020: 30%)
Non-deductible expenses
Non-assessable income
Other assessable amounts
Adjustments in respect of deferred income tax of previous
years
Other deferred tax assets and tax liabilities not recognised
Income tax benefit reported in the statement of
comprehensive income
(603,147)
315,911
(70,097)
81,870
(544,166)
115,390
(6,000)
-
-
275,463
(23,754)
458,530
-
-
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
Blackhole expenditure
Foreign exchange
Accrued expenses and liabilities
Deferred tax liabilities comprise:
Exploration expenditure capitalised (Australian)
Financial assets
Consolidated
2021
$
Consolidated
2020
$
5,520,885
-
5,686
17,542
5,850
5,549,963
5,923,774
-
8,529
3,526
5,790
5,941,619
(35,720)
(126,985)
(162,705)
37,496
201,095
238,591
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) Deferred tax assets not recognised directly in equity
during the year:
Blackhole expenditure
Consolidated
2021
$
2020
$
43,247
43,247
79,463
79,463
43
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 5: Loss per share
Total basic (loss)/earnings per share (cents)
Loss from continuing operations (cents)
(0.396)
(0.396)
0.380
(0.002)
The profit/(loss) and weighted average
number of ordinary shares used in the
calculation of basic earnings/(loss) per
share is as follows:
Net (loss)/profit for the year
Net loss from continuing operations
(2,010,492)
1,813,888
(2,010,492)
(10,669)
The weighted average number of ordinary shares
507,388,420 472,175,224
The diluted loss per share is not reflected as the result is anti-dilutive.
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 two business segments that consisted of
mineral exploration and corporate/administration expenses. Geographically, the Group explores
in Australia. In the prior year there was a geographical segment for Kyrgyz exploration which has
been discontinued. Segment results are classified in accordance with their function.
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 2021.
2021
Revenue
Segment income
Fair value gain on financial assets
Corporate/
Administration
$
Exploration
$
Total
$
264,083
554,188
-
-
264,083
554,188
Segment net operating loss after tax
(833,620)
(1,176,872)
(2,010,492)
Segment assets
Other segment information
Segment liabilities
Depreciation and amortisation of segment
assets
Non-current asset additions
2,222,461
1,140,871
3,363,332
70,050
141,554
211,604
17,309
-
17,309
-
990,325
990,325
44
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 6: Segment information (continued)
2020
Revenue
Segment income
Fair value gain on financial assets
Australia
$
Kyrgyz1
$
Total
$
25,988
670,318
-
-
25,988
670,318
Segment net operating profit/(loss) after
tax
(10,669)
1,824,557
1,813,888
Segment assets
Other segment information
Segment liabilities
Depreciation and amortisation of segment
assets
Non-current asset additions
3,798,359
54,823
19,157
-
-
-
-
97,500
3,798,359
54,823
19,157
97,500
1 The Kyrgyz segment comprises the Accu Copper-Gold project in Kyrgyzstan which was sold during the year (see Note 2).
Note 7: Cash and cash equivalents
Cash at bank
Consolidated
2021
$
2020
$
1,302,415
2,150,887
1,302,415
2,150,887
(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 Inc.
Opening balance
RTG Mining Ltd shares received as consideration on sale of
the Company’s interest in the Aucu project – at fair value
Disposal of shares
Fair value gain
1,392,198
-
(1,248,770)
542,402
Consolidated
2021
$
2020
$
-
721,880
-
670,318
Fair value at 30 June 2021
685,830
1,392,198
45
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 8: Financial assets at fair value through profit or loss (continued)
Panther Metals PLC
Opening balance
Panther Metals PLC shares received as consideration on sale
of the Company’s interest in the Meriolia Gold Project – at
fair value
Fair value gain
Fair value at 30 June 2020
$
-
160,400
11,786
172,186
$
-
-
-
-
Total
858,016
1,392,198
Note 9: Trade and other receivables
Goods and services tax receivable
Note 10: Exploration project acquisition costs
Opening balance
Project acquisition costs
Project disposal
Acquisition costs in respect of areas of
interest in the exploration phase
Consolidated
2021
$
49,323
2020
$
5,736
49,323
5,736
Consolidated
Note
(i)
(ii)
2021
$
222,486
990,325
(71,940)
2020
$
124,986
97,500
-
1,140,871
222,486
The recoverability of deferred project acquisition costs is dependent upon the successful
development and commercial exploitation, or alternately the sale of the areas of interest.
(i) On 8 October 2020 the Company completed the acquisition of the Reedy South Gold Project for
a combination of cash consideration of $550,000 (including deferred consideration of $150,000)
and the issue of 25 million shares valued at $300,000. The deferred consideration is payable in
$50,000 instalments on the anniversary of completion for three years, and has a net present value
of $141,554.
On 8 October 2020 the Company completed the acquisition of tenements from Bonanza Resources
Pty Ltd for consideration of the issue of 5 million shares valued at $60,000 and reimbursement of
costs.
On 26 November 2020 the Company completed the acquisition of the Cracker Jack Gold Project
for cash consideration of $29,206.
(ii) On 17 December 2020 the Company completed the sale of the Merolia Gold Project for cash
consideration of $112,500 and 734,470 ordinary shares in Panther Metals PLC (valued at $160,400
at the date of sale).
On 23 June 2021 the Company completed the sale of tenement E31/1130 (Mt Remarkable) to
Saturn Minerals Limited for $30,000.
46
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 11: Trade and other payables
Trade payables and accruals*
Consolidated
2021
$
2020
$
70,050
70,050
54,823
54,823
* Trade payables are non-interest bearing and are normally paid on 30 day terms.
Note 12: Issued capital
(a) Ordinary shares issued
517,196,399 (2020: 486,599,882)
ordinary shares
Consolidated
$
2021
$
2020
33,199,580
32,833,933
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
Details
30 Jue 2019
20 May 2020
Acquisition of Hobbs &
Heugh Pty Ltd
Number of
shares
Issue
Price
$
$
470,349,882
32,736,433
16,250,000
97,500
30 June 2020
486,599,882
32,833,933
8 October 2020
11 November 2020 Exercise of options
Acquisition of Reedy South
Project and Bonanza
tenements (note 10)
23 November 2020
Exercise of options
30 November 2020
9 February 2021
Exercise of options
Exercise of options
Capital raising costs
30,000,000
54,697
210,000
270,270
61,550
517,196,399
360,000
820
3,150
4,054
923
(3,300)
33,199,580
47
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 12: 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
Unlisted options exercisable at $0.047 each expiring 30
November 2023
(d) Movements in share options
Number of options
2021
2020
50,000,000
50,000,000
291,272,071
290,368,588
-
-
-
155,483,480
5,000,000
5,000,000
45,000,000
386,272,071
505,852,068
Number of options
2021
2020
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
Expired during the year
5,000,000
-
(5,000,000)
5,000,000
-
-
Balance at end of financial year
-
5,000,000
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
Expired during the year
5,000,000
-
(5,000,000)
5,000,000
-
-
Balance at end of financial year
-
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
Expired during the year
155,483,480 155,483,480
-
-
(155,483,480)
Balance at end of financial year
- 155,483,480
Listed Options to acquire ordinary fully paid shares at $0.015 on or
before
28 February 2024:
Beginning of the financial year
Issued during year
Less: options exercised
290,368,588
-
1,500,000 290,368,588
-
(596,517)
Balance at end of financial year
291,272,071 290,368,588
48
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 12: Issued capital (cont)
Options exercisable at $0.015 on or before 31 January 2024
Beginning of the financial year
Issued during year
50,000,000
-
-
50,000,000
Balance at end of financial year
50,000,000
50,000,000
Unlisted Options (incentive options) to acquire ordinary fully paid shares
at $0.047 on or before 30 November 2023 (see valuation details below)
Beginning of the year
Issued during year
Balance at end of year
-
45,000,000
45,000,000
-
-
-
Note 13: Reserves
Option issue reserve (a)
Share compensation reserve (b)
Opening balance
Share based expense for year
Capital raising expense
Closing balance
Consolidated
2021
$
125,391
2020
$
125,391
463,693
1,053,037
-
1,516,730
437,312
26,381
-
463,693
1,642,121
589,084
(a) Option issue reserve
(b)
The option issue reserve represents amounts paid upon subscribing for options issued by
the Company.
Share compensation reserve
The share compensation reserve is used to record the value of equity benefits provided
to consultants and directors as part of their remuneration. Refer Note 14.
Note 14: Share based payments
Share based payments consists of options and performance rights issued to directors and
consultants. The expense is recognised in the Statement of Profit or Loss and Other
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:
49
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 14: Share based payments(cont)
Type
Number Grant date Expiry Date
Exercise
price $
5,000,000
10/1/18
31/7/2020
0.25
Fair value
$182,6252
5,000,000
10/1/18
31/7/2020
0.50
$70,5902
Gleneagle Series A
Options
Gleneagle Series B
Options
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
Director 2019 Options
50,000,000 27/11/2019 31/01/2024
0.015
Director 2020 Options
45,000,000 30/11/2020 30/11/2023
0.047
$150,0983
$26,3814
$988,9575
Broker Options
1,500,000 05/02/2021 28/02/2024
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%. Options expired during the period.
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.
0.015
$27,2946
5Director 2020 options:
The following performance based incentive options were issued to directors during the period
and valued using the Black & Scholes methodology with the following inputs:
Value of underlying security
Exercise price
Valuation date
Life of the Options (years)
Volatility
Risk-free rate
Dividend yield
Number of Options
Value per Option
Expensed during period
$0.030
$0.047
30 Nov 2020
3.0
142%
0.25%
nil
45,000,000
$0.022
$988,957
61,500,000 quoted options were issed to brokers during the year and valued using the option price
of $0.013 at grant date on 15 December 2020, being $19,500.
50
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 14: Share based payments(cont)
Expensed during the current year:
Director 2020 options
Director 2019 options
Consultant options
Consolidated
2021
$
988,957
44,580
19,500
1,053,037
The following performance based incentive options were issued to directors (or their unrelated
nominees) during the previous year. 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
Total
$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
$18,606
$0.0037
$73,629
$17,611
$0.0035
$34,958
$8,363
$44,580
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.
51
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 15: Reconciliation of (loss)/profit after income tax to net cash outflow from
operating activities
a) Reconciliation of (loss)/profit from ordinary
activities after income tax to net cash outflow from
operating activities
Net (loss)/profit for the year after
income tax
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
Net cash outflow from operating
activities
Note 16: Commitments and contingencies
Exploration expenditure commitments
Consolidated
2021
$
2020
$
(2,010,492)
1,813,888
17,309
1,053,037
-
(253,768)
(554,188)
58,472
(43,587)
(2,965)
19,157
26,381
511,636
(2,181,033)
(670,318)
11,754
8,459
108
37,923
-
(40,850)
(16,978)
(1,698,259)
(517,796)
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 $304,000 (2020: 382,000) annually.
Current Commitments
Non-current Commitments
Consolidated
2021
$
304,000
750,000
2020
$
382,000
846,000
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.
52
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 17: Financial Risk Management
Exposure to interest rate, liquidity, and credit risk arises in the normal course of the Group’s
business. The Group does not hold or use derivative financial instruments. The Group’s principal
financial instruments comprise mainly of deposits with banks 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
2021
$
2020
$
1,302,415
858,016
2,150,887
1,392,198
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
2021, the Group has net assets of $3,151,728 (2020: $3,743,536). 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 2021 any
financial liabilities that are contractually maturing within 60 days have been disclosed as current.
Trade and other payables that have a deferred payment date of greater than 12 months have been
disclosed as non-current.
(c) 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 $647,950 (2020:
$706,423).
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:
53
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 17: Financial Risk Management (continued)
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 $6,479 (2020: $7,064); and
Equity reserves would increase/decrease by $6,479 (2020: $7,064).
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
2021
$
2020
$
1,302,415
2,150,887
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)
2021
3
(3)
2020
10
(10)
2021
3
(3)
2020
10
(10)
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.
Credit Risk Exposures
(e)
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 2021, 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 2021.
54
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 17: Financial Risk Management (continued)
(f) Market Risk
Market risk arises from the possibility that changes in the share price of listed investments will
affect future cash flows or the fair value of financial assets.
The following table demonstrates the sensitivity of the Group’s statement of profit or loss and
other comprehensive income to a reasonably possible change in share price, with all other
variables constant.
2021
2020
+10%
-10%
+10%
-10%
Financial assets
$
85,802
$
(85,802)
$
139,220
$
(139,220)
Fair Value Measurement
(g)
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 2021 requiring fair value estimation
and disclosure as their carrying values approximate fair value.
Note 18: Key management personnel disclosures
(a) Directors
At the date of this report the directors of the Company are:
Michael Soucik - Non-executive Chairman
Dan Smith – Non-executive Director
Nicholas Ong – Non-executive Director
Edward Mead – Non-executive Director
There were no changes of the key management personnel after the reporting date and the date
the financial report was authorised for issue.
(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
2021
$
133,500
-
1,033,537
1,167,037
2020
$
166,375
-
26,381
192,756
Detailed remuneration disclosures of directors and key management personnel are included in the
Remuneration Report forming part of the Directors’ Report.
55
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 19: 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.
Name of entity
Country of
incorporation
Class of
shares
Equity holding
Northern Drilling Pty Ltd
Petrus Resources Pty Ltd
(deregistered)
Venture Exploration Pty Ltd
(deregistered)
Toureg Pty Ltd
Charge Cobalt Pty Ltd
Hobbs & Hugh Pty Ltd
Australia
Ordinary
Australia
Ordinary
Australia
Australia
Australia
Australia
Ordinary
Ordinary
Ordinary
Ordinary
2021
%
100
-
-
100
100
100
2020
%
100
100
100
100
100
100
There were no transactions between White Cliff Minerals Limited and its controlled entities during
the financial year (2020: nil).
During the year the Group paid $104,113 (2020: $122,530) to Minerva Corporate Pty Ltd an entity
associated with directors Nicholas Ong and Dan Smith for services including directors’, company
secretarial and consulting fees included above of $79,500 and accounting services of $24,613.
Note 20: Parent Entity Disclosures
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
Reserves
Total equity
Financial performance
(Loss)/Profit for the year
2021
$
2020
$
2,221,516
1,141,816
3,363,332
3,557,618
240,741
3,798,359
118,615
92,989
211,604
3,151,728
54,823
-
54,823
3,743,536
33,199,580
(31,689,973)
1,642,121
3,151,728
32,833,933
(29,679,481)
589,084
3,743,536
2021
$
2020
$
(2,010,492)
1,813,888
Total comprehensive (loss)/income
(2,010,492)
1,813,888
56
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2021
Note 21: 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 (Independent Experts Report)
Consolidated
2021
$
2020
$
32,381
32,381
31,200
31,645
31,645
-
Total auditor’s remuneration
63,581
31,645
Note 22: Events after the balance date
A shareholder meeting to consider the acquisition of Midway Resources Limited, which holds 3
gold copper and PGE projects in New Zealand, was cancelled due to the termination of the binding
term sheet (refer to ASX announcement dated 22 July 2021).
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.
57
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 2021 and
of its performance for the financial year then ended; and
ii. complying with Accounting Standards, Corporations Regulations 2001,
professional reporting requirements and other mandatory requirements;
b.
c.
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 2021.
This declaration is signed in accordance with a resolution of the Board of Directors.
Dan Smith
Director
Perth, Western Australia
29 September 2021
58
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 2021, the consolidated statement of profit or loss and other comprehensive income,
the consolidated statement of changes in equity and the consolidated statement of cash flows for
the year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the
Corporations Act 2001, including:
a) giving a true and fair view of the Group’s financial position as at 30 June 2021 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.
59
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 $1,140,871 as
at 30 June 2021 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:
• We obtained an understanding of the key
processes associated with management’s
review of the carrying value of the capitalised
exploration project acquisition costs;
• We considered the Directors’ assessment of
potential indicators of impairment;
• We obtained evidence that the Group has
current rights to tenure of its areas of interest;
• We examined the exploration budget for the
year ending 30 June 2022 and discussed with
management the nature of planned ongoing
activities;
• We
reviewed acquisition agreements of
tenements acquired during the year; and
• We examined the disclosures made in the
financial report.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2021, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives
a true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group
to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
60
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
-
-
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial report or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
-
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
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.
61
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 2021.
In our opinion, the Remuneration Report of White Cliff Minerals Limited for the year ended 30 June
2021 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
29 September 2021
L Di Giallonardo
Partner
62
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 15 September 2021.
A. Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
1 −
1,001 −
5,001 −
1,000
5,000
10,000
10,001 − 100,000
100,001 and over
Class of equity security
Ordinary shares
100
81
63
916
667
1,827
There were 669 holders of less than a marketable parcel of ordinary shares.
B. Equity security holders
Twenty largest quoted equity security holders – ordinary shares
Rank Name
1
2
3
4
5
6
7
7
9
10
11
12
MRS YAN WANG
MRS ZI JUAN QI
ROOKHARP CAPITAL PTY LIMITED
WAKEFORD HOLDINGS PTY LTD
DR YOON MEI HO
ROOKHARP CAPITAL PTY LIMITED
MR JULIAN ANDREW MCKENZIE
MURCHISON MINING PTY LTD
MR MICHAEL PETRUS HENDRIKS + MRS SALLY JANE
HENDRIKS
MS CHUNYAN NIU
BOND STREET CUSTODIANS LTD
BOND STREET CUSTODIANS LTD
12 WAKEFORD HOLDINGS PTY LTD
14
MR MARK ANDREW TKOCZ
Units
%
23,500,000
20,000,000
19,600,000
12,500,000
10,574,332
9,000,000
7,500,000
7,500,000
4.54
3.87
3.79
2.42
2.04
1.74
1.45
1.45
6,472,984
1.25
5,375,204
5,133,333
5,000,000
5,000,000
4,400,000
1.04
0.99
0.97
0.97
0.85
15
LANZA HOLDINGS PTY LTD
4,336,687
0.84
16
17
17
MRS GLORIA MARIA PHONG
MR JOHN PURCELL
THE PURPLE ONION PTY LTD
19
CITICORP NOMINEES PTY LIMITED
20
BNP PARIBAS NOMINEES PTY LTD
4,294,134
4,000,000
0.83
0.77
4,000,000
0.77
3,948,397
0.76
3,828,952
0.74
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES
(Total)
Total Remaining Holders Balance
165,964,023
32.09
351,232,376
67.91
63
White Cliff Minerals Limited
ABN 22 126 299 125
Additional Shareholder Information
Twenty largest quoted equity security holders – 28 February 2024 options
Rank Name
1
2
3
4
5
6
7
8
9
9
11
12
13
14
15
16
17
18
19
20
MS SIHOL MARITO GULTOM
MRS YAN WANG
ROOKHARP CAPITAL PTY LIMITED
PIVOT POINT 60 PTY LTD
ROOKHARP CAPITAL PTY LIMITED
JL AND RA ROBERTS PTY LTD
TELLLO PTY LTD
MR DRAGOSLAV JEVTIC + MRS NICOLE JEVTIC
MR DANIEL AARON HYLTON TUCKETT
MR MARTIN ALEXANDER ZIEGLER
BROADCOOLA NOMINEES PTY LTD
MR MALCOLM WILLIAM GREEN
MR MOUNIR NADER
MR BENJAMIN JAMES OPIE
MR MICHAEL PETRUS HENDRIKS + MRS SALLY JANE
HENDRIKS
MR JAMIE BOND + MISS ASHLEE BROOK MACKAY
MRS GLORIA MARIA PHONG
MR ALFREDO VARELA
MR PETER ALEXANDER FRIEDRICH
Totals: Top 20 holders of LISTED OPTIONS EXPIRING
28/02/2024 @ $0.015 (Total)
Total Remaining Holders Balance
C. Substantial shareholders
None as at the date of this report.
Units
%
40,000,000
13.73
13,151,429
12,000,000
4.52
4.12
10,000,000
3.43
9,800,000
9,695,953
9,100,000
8,000,000
5,000,000
5,000,000
3.36
3.33
3.12
2.75
1.72
1.72
4,240,000
1.46
4,230,000
3,835,000
1.45
1.32
3,333,333
1.14
3,236,492
1.11
3,200,000
1.10
3,147,067
3,100,000
3,068,846
1.08
1.06
1.05
156,358,086
53.68
134,913,985
46.32
SP CAPITAL FUND PTY LTD
3,219,966
1.11
D. Unquoted euity security holderswith greater than 20% of an individual class
Options exervisable at $0.015 expiring 31 January 2024
Orwellian Investments Pty Ltd
Qupit Pty Ltd
Kinsane Pty Ltd
Options exervisable at $0.047 expiring 30 November 2023
Mahe Investments Pty Ltd
Doraleda Pty Ltd
E. Voting rights
40%
40%
20%
38.89%
27.78%
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.
64
White Cliff Minerals Limited
ABN 22 126 299 125
Options
No options have any voting rights.
F. On-market buyback
There is no current on-market buyback.
G. Restricted securities
There is no restricted securities on issue.
Tenement schedule
TENEMENT
E45/5107
E45/5112
E39/1479
E31/1101
M20/446
E20/969
E20/971
E20/972
P20/2289
E20/938
E20/974
PROJECT
Midas Cu-Au
Midas Cu-Au
Ghan Well
Coronation Dam
Reedy South
Reedy South
Reedy South
Reedy South
Reedy South
Reedy South
Reedy South
LOCATION
OWNERSHIP
Paterson
Paterson
Laverton
Leonora
Cue
Cue
Cue
Cue
Cue
Cue
Cue
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
65