More annual reports from Waste Connections:
2023 ReportPeers and competitors of Waste Connections:
Gold Mountain LimitedWhite Cliff Minerals Limited
ABN 22 126 299 125
Annual report
for the year ended 30 June 2023
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
3
4
15
25
26
27
28
29
30
56
57
61
2
White Cliff Minerals Limited
ABN 22 126 299 125
Corporate Information
Directors
Rod McIllree
Ed Mead
Dan Smith
Ross Cotton
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 17, 221 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: WCNO, WCNOE)
3
White Cliff Minerals Limited
ABN 22 126 299 125
Review of Operations
• Discovery of highly anomalous 780ppm Total Rare Earth Oxide (TREO) at Hines Hill project,
Western Australia (refer to ASX announcement dated 25 August 2022).
• Post the end of financial year, a follow up aircore drilling program of 88 drill holes has
intersected shallow zones up to 2,066ppm TREO, with mineralisation open in multiple
directions (refer to ASX announcement dated 24 July 2023).
• Significant results from Phase 2 include:
o 19m @ 897ppm TREO (203ppm MREO) from 2m (HHC050)
o 13m @ 802ppm TREO (183ppm MREO) from 6m (HHC062)
o 6m @ 1,040ppm TREO (240ppm MREO) from 2m (HHC128)
o 5m @ 2,066ppm TREO (434ppm MREO) from 16m (HHC066)
• Maiden reconnaissance soil and rock chip programs have been completed at:
o Preston River Lithium Project
o Diemals REE and Lithium Project
o Barballin REE Project
o Munbinia REE Project
o Ashton Hills Project
Corporate
• Appointment of Mr Roderick McIllree as Executive Chairman and Mr Ross Cotton as Non-
executive director.
• Mr Edward Mead was promoted to Executive Director, with a special focus on the Company’s
extensive exploration and business development programs.
• Sale of the Yinnetharra project to Minerals 260 Ltd (ASX:MI6) for $100k cash and 7 million
MI6 shares (refer to ASX announcement dated 27 March 2023).
• Successsul raising of $2.325 million (before costs) via a two tranche placement (April 2023
and July 2023) to fund exploration activities at the Company’s 100%-owned Hines Hill REE,
Diemals Li/REE and Lake Tay REE projects.
• Successsul raising of ~$1.7 million (before costs) in September 2022 to fund exploration
activities;.
Exploration Summary
In Western Australia, the Company is exploring several projects with a primary focus on lithium
and rare earth elements (REE). It also has Reedy South Gold Project, the Midas copper-gold
project, and the Ghan Well and Coronation Dam cobalt and nickel projects (Figures 1 and 2).
4
White Cliff Minerals Limited
ABN 22 126 299 125
Figure 1: White Cliff Minerals’ Lithium and REE Projects Map
Figure 2: White Cliff Minerals’ Gold, Copper and Nickel Projects Map
5
White Cliff Minerals Limited
ABN 22 126 299 125
Hines Hill - REE Project (100%)
The Hines Hill REE project consists of two adjoining tenements (Figure 3), located in the
wheatbelt region, ±200km east of Perth along the Great Eastern Highway. The tenement area
of ~576Km2 covers extensive broad acre grain growing properties.
Recent geochemical sampling by White Cliff initially targeted two magnetic features tentatively
interpreted to be carbonatite intrusions, although they may represent differentiated non-
carbonatite intrusives (granitoids).
Drilling of the most north-eastern magnetic feature discovered shallow REE mineralisation (ASX
release 16 January 2023) within the clay horizon (Figure 4), and is thought to be either enriched
as Ionic absorption, or a granitoid with high REE background weathering to clays. Further drilling
and assay results will refine the geological model.
Figure 3: Hines Hill REE Project location map in Western Australia, which covers ~576km2, with regional
magnetics’ highlighting multiple higher intensity features, with broad general magnetics in many areas.
The drilling completed to date appears to define multiple subparallel north northwest/south
southeast trending zones open essentially in these directions. The shallow thicker eastern
mineralised area (Figures 4 and 5) tested in the second phase of drilling appears to show a
palaeochannel type character with acquisition of accurate topographic data required to confirm.
The western mineralised zones (Figure 4) are thinner and more planar in character with a gentle
west dip.
6
White Cliff Minerals Limited
ABN 22 126 299 125
Figure 4: Hines Hill area showing focus area of follow up Phase 2 drilling with 88 drill holes to ~20 metre
depth.
Figure 5: Hines Hill schematic drill section on 6518500mN looking north, which formed the central area
of follow up drilling with the 88 drill holes to ~20 metre depth.
As announced to the ASX on 24 January 2023, multiple REE targets have been generated over
the Hines Hill project by roadside sampling (Figure 6), which show significantly higher soil
geochemical responses than where drilling has been undertaken to date.
Based on drilling at the Northeast magnetic feature within the approved PoW, where drilling has
shown mineralisation starting from 2 metres (grading 897ppm TREO in HCC050 and 1,040 in
HHC128), geochemical soil sampling indicated ~550ppm TREO.
Before further drilling is undertaken at the Northeast magnetic feature, the Company will review
the overall potential including regional targets, with the view of defining an Exploration Target.
7
White Cliff Minerals Limited
ABN 22 126 299 125
Over the rest of the project area soil sampling delivered a maximum value of 930ppm TREO,
126 samples over 350ppm TREO, and 10 main areas >550pm TREO for immediate follow up
work.
Figure 6: Hines Hill REE Project location map in Western Australia, that covers ~576km2, with results of
roadside geochemical sampling indicating multiple areas of interest to follow up. (See ASX release 24
January 2023, Geochem Sampling Generates Multiple REE Targets at Hines Hill)
Diemals - Li/REE (100% WCN)
The Diemals Li/REE project consists of 6 tenements, (E77/2880 to E77/2885) within the Southern
Cross Belt covering 2,427km2, located 185km north of Southern Cross and 75km east of Paynes
Find.
The project area is underlain by deeply weathered granites west of the Southern Cross
greenstone belt with recent reinterpretation of detailed aeromagnetic data by Nimy Resources
suggesting the northern tip of the Forrestania greenstone belt terminates within the western
tenement area. As the project was recently granted, no significant work was performed at the
Diemals Li/REE project during the financial year.
8
White Cliff Minerals Limited
ABN 22 126 299 125
Figure 7: Diemals Li/REE project, tenement location, CSIRO sampling points and 1,860ppm Ce sample
site for immediate follow up, and showing White Cliff tenement location relative to Nimy’s Mons nickel
sulphide project
Preston River Lithium Project (100%)
The Preston River tenement is situated only 30 kilometers north of the Greenbushes tin –
tantalum – lithium field in similar geological terrane. In addition, the area has several major
faults similar to those that seem to influence the siting of the mineralised Greenbushes
pegmatites. It would therefore seem to be logical that the area is prospective for Greenbushes
– type tin – tantalum – lithium mineralisation. The area has had only minimal previous
exploration indicating considerable potential for mineralised pegmatites.
Reconnaissance field trips have been undertaken at the Company’s Preston River Lithium project
with 271 soil samples and 29 rock chip samples taken in July 2023.
These first pass field trips by White Cliff geologists were completed with the aim of getting
baseline soil samples and rock chips across prospective geological units. Samples have been
submitted to and registered with ALS Laboratories Perth. Results are pending.
9
White Cliff Minerals Limited
ABN 22 126 299 125
Figure 8: Preston River Lithium, tenement location
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. 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, E20/972 & E20/974). The Project is situated 40km north of Cue, via the Great
Northern Highway and is 80km south of Meekatharra.
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
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.
10
White Cliff Minerals Limited
ABN 22 126 299 125
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 8).
Figure 8: Location of tenement M20/446 in relation to Triton-South Emu and showing the RSZ trend
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
(see ASX announcement dated 29 October 2020). The MRE remains current and the parameters
behind the MRE remain valid.
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 2: Reedy South Mineral Resource Estimate 0.5g/t cut-off grade
No significant work was performed at the Reedy South Gold project during the financial year .
Australian Nickel and Cobalt Projects (100%)
Coronation Dam Nickel and Cobalt Project
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.
11
White Cliff Minerals Limited
ABN 22 126 299 125
Ghan Well Nickel and Cobalt Project
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
The Company considers the Coronation Dam and Ghan Well projects as non-core projects. No
significant work was performed at the Coronation Dam and Ghan Well projects during the
financial year
ANNUAL RESOURCE AND RESERVE STATEMENT
Mineral Resource Summary as at 30 June 2023
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
12
White Cliff Minerals Limited
ABN 22 126 299 125
Governance Arrangements and Internal Controls
The Company has ensured that the mineral resource estimates quoted above are subject to
governance arrangements and internal controls. A summary of these are outlined below.
The mineral resources at each of Coronation Dam and Ghan Well projects are reported in
accordance with JORC 2012. Audit of the estimation of mineral resources is addressed as part
of the annual internal audit plan approved by the Board in its capacity as the Audit and Risk
Committee. In addition to routine internal audit, the Board monitors the mineral resource status
and approves the final outcome.
The annual mineral resource update is a prescribed activity within the annual corporate planning
calendar that includes a schedule of regular executive engagement meetings to approve
assumptions and guide the overall process.
The mineral resource estimation processes followed internally are well established and are
subject to systematic internal and external peer review. Independent technical reviews and
audits are undertaken on an as-needs basis as a product of risk assessment.
Competent Persons Statement
The Information in this report that relates to exploration results, mineral resources or ore
reserves is based on information compiled by Mr 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.
RISK MANAGEMENT
The Board of Directors review the key risks associated with conducting exploration and
evaluation activities in Australia and steps to manage those risks. The key material risks faced
by the Company include:
Exploration and development
The future value of the Company will depend on its ability to find and develop resources that are
economically recoverable. Mineral exploration and development is a speculative undertaking that
may be impeded by circumstances and factors beyond the control of the Company. Success in
this process involves, among other things; discovery and proving-up an economically
recoverable resource or reserve, access to adequate capital throughout the project development
phases, securing and maintaining title to mineral exploration projects, obtaining required
13
White Cliff Minerals Limited
ABN 22 126 299 125
development consents and approvals and accessing the necessary experienced operational staff,
the financial management, skilled contractors, consultants and employees.
The Company is entirely dependent upon its projects, which are the sole potential source of
future revenue, and any adverse development affecting these projects would have a material
adverse effect on the Company, its business, prospects, results of operations and financial
condition.
Economic Conditions
Factors such as (but not limited to) political movements, stock market fluctuations, interest
rates, inflation levels, commodity prices, industrial disruption, taxation changes and legislative
or regulatory changes, may all have an adverse impact on operating costs, the value of the
Company’s projects, the profit margins from any potential development and the Company’s
share price.
Reliance on key personnel
The Company’s success is to a large extent dependent upon the retention of key personnel and
the competencies of its directors, senior management, and personnel. The loss of one or more
of the directors or senior management could have an adverse effect on the Company’s. There is
no assurance that engagement contracts for members of the senior management team personnel
will not be terminated or will be renewed on their expiry. If such contracts were terminated, or
if members of the senior management team were otherwise no longer able to continue in their
role, the Company would need to replace them which may not be possible if suitable candidates
are not available.
Future funding risk
Continued exploration and evaluation is dependent on the Company being able to secure future
funding from equity markets. The successful development of a mining project will depend on the
capacity to raise funds from equity and debt markets. The Company will need to undertake
equity/debt raisings for continued exploration and evaluation. There can be no assurance that
such funding will be available on satisfactory terms or at all at the relevant time. Any inability to
obtain sufficient financing for the Company’s activities and future projects may result in the
delay or cancellation of certain activities or projects, which would likely adversely affect the
potential growth of the Company.
Unforeseen expenditure risk
Exploration and evaluation expenditures and development expenditures may increase
significantly above existing projected costs. Although the Company is not currently aware of any
such additional expenditure requirements, if such expenditure is subsequently incurred, this may
adversely affect the expenditure proposals of the Company and its proposed business plans.
Environmental, weather & climate change
The highest priority climate related risks include reduced water availability, extreme weather
events, changes to legislation and regulation, reputational risk, and technological and market
changes. Mining and exploration activities have inherent risks and liabilities associated with
safety and damage to the environment, including the disposal of waste products occurring as a
result of mineral exploration and production, giving rise to potentially substantial costs for
environmental rehabilitation, damage control and losses. Delays in obtaining approvals of
additional remediation costs could affect profitable development of resources.
Cyber Security and IT
The Company relies on IT infrastructure and systems and the efficient and uninterrupted
operation of core technologies. Systems and operations could be exposed to damage or
interruption from system failures, computer viruses, cyber-attacks, power or telecommunication
provider’s failure or human error.
14
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 2023. 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:
Rod McIllree – Executive Chairman (appointed 8 August 2023)
Ed Mead – Executive Director
Dan Smith – Non-executive Director
Ross Cotton - Non-executive Director (appointed 11 April 2023)
Nicholas Ong – Non-executive Director (resigned 11 April 2023)
Rob Sinclair - Non-executive Director (resigned 1 August 2023)
Michael Soucik – Non-executive Chairman (resigned 14 February 2023)
Principal activities
The principal activity of the Group during the financial year was mineral exploration.
Dividends
No dividend has been paid or declared since the start of the financial year and the directors do
not recommend the payment of a dividend in respect of the financial year.
Review of operations
Information on the operations of the Group is set out in the Review of Operations report on
pages 4 to 13 of this Annual Report. The profit after tax of the Group for the year ended 30
June 2023, was $3,159,225 (2022 loss of $2,072,017).
Significant changes in the state of affairs
In the opinion of the Directors, there were no significant changes in the state of affairs of the
Group that occurred during the financial year under review not otherwise disclosed in this report
or in the consolidated accounts.
Matters subsequent to the end of the financial year
On 13 July 2023, the Company issued 70,633,333 ordinary shares and 660,000,000 options
exercisable at $0.012 expiring 30 June 2026, as part of the 2 tranche placement announced on
11 April 2023.
On 4 August 2023, the Company issued 29,166,667 ordinary shares to the vendors of Magnet
Resource Company Pty Ltd and Preston River Lithium Pty Ltd, following satisfaction of the
Tranche 1 performance milestone with the Company announcing drill intersections at the Hines
Hill REE project on 24 July 2023.
On 14 September 2023, the Company announced the sale of the Abraxis project for $200,000
cash. Settlement of the transaction occurred on 22 September 2023.
The Company also notes the decrease in value of it’s investment (7,000,000 shares) in Minerals
260 Limited from $5,530,000 ($0.79 per share) at 30 June 2023 to $3,290,000 ($0.47 per
share) at 27 September 2023.
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.
15
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
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.
Rod McIllree: Executive Chairman – Appointed 8 August 2023
Rod is a recognised senior mining executive based in London with 25 years of understanding in
M&A, project generation, project management, international logistics, global finance as well as
precious and base metal production. Rod was most recently Executive Chairman at AIM traded
Bluejay Mining plc where he oversaw the significant growth and development of the company
Other current directorships
More Acquisitions PLC Appointed 11 October 2021
Former directorships in the last 3 years
Alien Metals Ltd (2022 to 2023)
Bluejay Mining Plc (2015 to 2022)
Special responsibilities
Executive Chairman
Interests in shares and options at the date of this report
11,978,677 ordinary shares and 4,166,666 options exercisable at $0.012 expiring 30 June 2026
(WCNO)
Ross Cotton: Non-executive Director – Appointed 11 April 2023
Mr Cottons’ experience in investment banking and equity capital markets has provided him with
detailed experience in corporate transaction management and execution. In these roles, Mr
Cotton has been integral in the recapitalisation and restructuring of companies, including
managing of initial public offerings and reverse takeovers. In addition to a number of
managerial roles with ASX listed companies, Mr Cotton has also provided corporate advisory
services to listed companies on strategy, acquisitions as well as financing via both debt and
equity for a number of years.
Other current directorships
Balkan Minerals Limited Appointed 18 December 2020
Former directorships in the last 3 years
None
Special responsibilities
Non-executive Director
Interests in shares and options at the date of this report
None
16
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Ed Mead: BSc: MAIMM Non-executive Director
Experience and expertise
A Director since June 2019, Mr Mead is a geologist with over 25 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
Riversgold Limited
Appointed 21 November 2022
Former directorships in the last 3 years
Artemis Resources Limited (2019 to 2022)
Special responsibilities
Geology
Interests in shares and options at the date of this report
17,166,666 ordinary shares; 8,333,333 options exercisable at $0.012 expiring 30 June 2026
(WCNO); and 12,500,000 options exercisable at $0.047 expiring 30 November 2023
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 15 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
DY6 Metals Limited
Appointed 3 November 2022
Nelson Resources Limited
Appointed 15 August 2022
Artemis Resources Limited
Lachlan Star Limited
Europa Metals Ltd
QX Resources Limited
Appointed 5 February 2019
Appointed 18 January 2018
Appointed 16 January 2018
Appointed 13 June 2018
Former directorships in the last 3 years
Alien Metals Ltd (2019 to 2023)
Special responsibilities
Non-executive Director
Interests in shares and options at the date of this report
20,166,666 ordinary shares; & 666,667 February 2024 Options (WCNOE); 8,333,333 options
exercisable at $0.012 expiring 30 June 2026 (WCNO); 20,000,000 options exercisable at $0.015
expiring 31 January 2024; and 7,500,000 options exercisable at $0.047 expiring 30 November
2023.
17
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Nicholas Ong: MBA, BCom, GradDipAppFin, GradDipACG, FCIS, FGIA Non-executive
Director – Resigned 11 April 2023
Experience and expertise
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.
Michael Soucik: B Com (Hons) Non-executive Chairman – resigned 14 February 2023
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.
Rob Sinclair: Non-executive Director – Resigned 8 August 2023
Mr. Sinclair is Senior Study Manager of Lycopodium Minerals (Pty) Ltd. based in East Perth,
Australia. He is a graduate of the University of Strathclyde holding a BSc (Hons) in Chemical
Engineering and a Bachelor of Commerce degree from the University of South Africa. He has
practised continuously as a chemical engineer since 1984 and has experience with gold plant
design and feasibility studies and review of several operating mines in Africa, Asia and South
America.
Other current directorships
None
Former directorships in the last 3 years
None
Special responsibilities
Non-executive Director
Interests in shares and options at the date of this report
None
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:
Rod McIllree
Ed Mead
Dan Smith
Ross Cotton
Nicholas Ong
Rob Sinclair
Michael Soucik
Directors’ meetings
held whilst in office
-
2
2
-
2
2
2
Directors’
meetings
attended
-
2
2
-
2
1
2
18
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
45,000,000
288,828,071
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.
Performance Shares
Outstanding performance shares at the date of this report are as follows (refer to notice of
meeting dated 7 January 2022):
Amount
10
Options
Tranche 1 Performance Shares that, upon the First Milestone being met
within 5 years of Completion, convert to that number of Shares which is the
lesser of 29,166,666 Shares (being at an issue price of $0.012) and the
number determined by the following formula: Shares issued = $350,000/10
Day VWAP
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 2023. 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
Ed Mead
Dan Smith
Ross Cotton (appointed 11 April 2023)
Rob Sinclair (resigned 8 August 2023)
Nicholas Ong (resigned 11 April 2023)
Michael Soucik (resigned 14 February 2023)
(ii) Executives
There were no other executives of the Group as at 30 June 2023.
19
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Details of directors’ and executives’ remuneration are set out under the following main
headings:
A
B
C
D
Principles used to determine the nature and amount of remuneration
Details of remuneration
Employment contracts/Consultancy agreements
Share-based compensation
Principles used to determine the nature and amount of remuneration
A
The objective of the Company’s executive reward framework is to ensure reward for
performance is competitive and appropriate for the results delivered. The framework aims to
align executive reward with the creation of value for shareholders. The key criteria for good
remuneration governance practices adopted by the Board are:
•
•
•
•
•
competitiveness and reasonableness
acceptability to shareholders
performance incentives
transparency
capital management
The framework provides a mix of fixed salary, consultancy agreement based remuneration and
share based incentives.
The broad remuneration policy for determining the nature and amount of emoluments of Board
members and senior executives of the Company is governed by the full board. Although there
is no separate remuneration committee the Board’s aim is to ensure the remuneration packages
properly reflect directors’ and executives’ duties and responsibilities. The Board assesses the
appropriateness of the nature and amount of emoluments of such officers on a periodic basis
by reference to relevant employment market conditions with the overall objective of ensuring
maximum stakeholder benefit from the retention and motivation of a high quality Board and
executive team.
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 2023.
The following table shows the other income, profits/(losses), earnings per share (“EPS”) and
share price of the Group for the last five years.
Other Income ($)
Net profit/(loss) after tax ($)
EPS (cents per share)
Share price (cents)
2023
3,060,048
2022
131
2021
264,083
2020
25,988
2019
6,023
3,159,225
(2,072,017)
(2,010,492)
1,813,888
(2,075,964)
0.41
0.70
(0.36)
(0.396)
(0.002)
1.2
1.2
1.0
(0.2)
0.40
Relationship between Remuneration and Company Performance
Given the current phase of the Company’s development, the Board does not consider earnings
during the current financial year when determining, and in relation to, the nature and amount
of remuneration of KMP.
20
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
The pay and reward framework for key management personnel may consist of the following
areas:
a) Fixed Remuneration – base salary
b) Variable Short-Term Incentives
c) Variable Long-Term Incentives
The combination of these would comprise the key management personnel’s total remuneration.
Non-executive directors
Fees and payments to non-executive directors reflect the demands which are made on, and the
responsibilities of, the directors. Non-executive directors’ fees and payments are reviewed
annually by the Board and are intended to be in line with the market.
Directors’ fees
Some of the directors perform at least some executive or consultancy services. As the Board
considers it important to distinguish between the executive and non-executive roles each of the
directors receive a separate fixed fee for their services as a director.
Retirement allowances for directors
Apart from superannuation payments paid on salaries there are no retirement allowances for
directors.
Executive pay
The executive pay and reward framework has the following components:
•
•
base pay and benefits such as superannuation
long-term incentives through participation in employee equity issues
Base pay
All executives are either full time employees or consultants who are paid on an agreed basis
that has been formalised in a consultancy agreement.
Benefits
Apart from superannuation paid on executive salaries there are no additional benefits paid to
executives.
Short-term incentives
There are no current short term incentive remuneration arrangements.
Performance based remuneration
To ensure that the Company has appropriate mechanisms in place to continue to attract and
retain the services of suitable directors and employees, the Company has issued options and
performance rights to key personnel.
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 2023 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.
21
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Remuneration of directors
Year ended
30 June 2023
Name
Director
Michael
Soucik1
Dan Smith
Nicholas Ong2
Ed Mead
Rob Sinclair
Ross Cotton3
Salary / fees
Post-employment
benefits
Superannuation
Share-based
payments1
Total
Performance
based
remuneration
%
$
21,000
38,000
45,000
168,535
36,000
9,000
317,535
$
-
-
-
-
-
-
-
$
$
-
21,000
22,290
22,290
-
-
-
60,290
67,290
168,535
36,000
9,000
44,580
362,115
-
-
-
-
-
1 Michael Soucik resigned on 14 February 2023.
2 Nicholas Ong resigned on 11 April 2023.
3 Ross Cotton was appointed on 11 April 2023.
Year ended
30 June 2022
Name
Director
Michael Soucik
Dan Smith
Nicholas Ong
Ed Mead
Rob Sinclair 1
Salary / fees
Post-employment
benefits
Superannuation
Share-based
payments1
Total
Performance
based
remuneration
%
$
33,000
37,000
61,000
110,190
21,500
$
-
-
-
-
-
$
$
-
22,290
22,290
-
-
33,000
59,290
83,290
110,190
21,500
44,580
307,270
-
-
-
-
-
-
1 Rob Sinclair was appointed on 26 November 2021.
262,690
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.
Non-executive directors fees are $3,000 per month with no fixed term or notice period.
22
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
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
2023
Director
Ordinary shares
Michael Soucik
Dan Smith
Nicholas Ong
Edward Mead
Rob Sinclair
Ross Cotton
Options
Michael Soucik
Dan Smith
Nicholas Ong
Edward Mead
Rob Sinclair
Ross Cotton
Balance at
beginning of
year
Balance at
Appointment
Net
Movement
during the
year
Balance at
Resignation
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(3,500,000)
-
-
-
-
3,500,000
-
500,000
-
-
-
-
(28,166,667)
-
17,500,000
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.
No options lapsed or were exercised in 2023 (2022: Nil)
Other transactions with KMPs
During the year the Group paid $130,000 (2022: $126,500) 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 $93,500 and accounting services of
$36,500.
End of remuneration report.
23
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Auditor independence and non-audit services
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide
the directors of the Company with an Independence Declaration in relation to the audit of the
financial report. This Independence Declaration is set out on page 25 and forms part of this
directors’ report for the year ended 30 June 2023.
Non-audit services
The Company may decide to employ the auditors on assignments additional to their statutory
audit duties where the auditor’s expertise and experience with the Company and/or the
consolidated entity are important. The Company has considered the position and is satisfied
that the provision of the non-audit services is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001. Details of non-audit services
are outlined in Note 22.
Proceedings on behalf of Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to
bring proceedings on behalf of the Company, or to intervene in any proceedings to which the
Company is a party, for the purpose of taking responsibility on behalf of the Company for all or
part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the
Court under section 237 of the Corporations Act 2001.
This report is made in accordance with a resolution of the directors.
Dan Smith
Director
Perth, Western Australia
Date: 29 September 2023
24
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of White Cliff Minerals Limited for
the year ended 30 June 2023, 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 2023
B G McVeigh
Partner
25
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 2023
Note
Consolidated
2023
$
2022
$
Other income
2(a)
3,060,048
131
Fair value (loss)/gain on financial assets
7
2,560,266
(459,341)
Exploration expenditure incurred
Share based payments expense
Other expenses
14
2(b)
(1,634,852)
(44,580)
(781,657)
(1,040,585)
(44,580)
(527,642)
3,159,225
(2,072,017)
Profit/(Loss) before income tax expense
3,159,225
(2,072,017)
Income tax benefit
3
-
-
Profit/(Loss) from continuing operations
3,159,225
(2,072,017)
Net profit/(loss) for the year
3,159,225
(2,072,017)
Other comprehensive income, net of tax
-
-
Total comprehensive income/(loss) for the
year
3,159,225
(2,072,017)
Basic and diluted earnings/(loss) per share
(cents per share)
4
0.40
(0.36)
The above consolidated statement of profit or loss and other comprehensive income should be
read in conjunction with the accompanying notes.
26
White Cliff Minerals Limited
ABN 22 126 299 125
Consolidated Statement of Financial Position
As at 30 June 2023
Current Assets
Cash and cash equivalents
Financial assets
Trade and other receivables
Prepayments
Total Current Assets
Non-Current Assets
Plant and equipment
Exploration project acquisition costs
Note
Consolidated
2023
$
2022
$
6
7
8
9
2,194,386
5,707,598
-
25,625
554,777
342,280
21,836
39,680
7,927,609
958,573
7,096
4,346,676
4,744
3,146,730
Total Non-Current Assets
4,353,772
3,151,474
Total Assets
12,281,381
4,110,047
Current Liabilities
Trade and other payables
Deferred consideration
10
11
1,017,596
48,565
70,705
48,565
Total Current Liabilities
1,066,161
119,270
Non-Current Liabilities
Deferred consideration
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
11
-
-
42,989
42,989
1,066,161
162,259
11,215,220
3,947,788
12
13
39,147,963
2,670,022
(30,602,765)
35,459,070
2,250,708
(33,761,990)
11,215,220
3,947,788
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
27
White Cliff Minerals Limited
ABN 22 126 299 125
Consolidated Statement of Changes in Equity
For the year ended 30 June 2023
Consolidated
Issued
capital
$
Accumulated
losses
$
Reserves
Total equity
$
$
Balance at 30 June 2021
33,199,580
(31,689,973)
1,642,121
3,151,728
Loss for the year
Other comprehensive income
Total comprehensive loss for
the year
Shares issued during the year
- placement
Shares issued during the year
- acquisitions
Options exercised
Capital raising costs
Share-based payments –
directors and management
Share-based payments –
acquisitions
-
-
-
(2,072,017)
-
(2,072,017)
912,000
1,291,852
111,726
(56,088)
-
-
-
-
-
-
-
-
-
-
-
(2,072,017)
-
(2,072,017)
912,000
1,291,852
111,726
(56,088)
44,580
44,580
564,007
564,007
Balance at 30 June 2022
35,459,070
(33,761,990)
2,250,708
3,947,788
Profit for the year
Other comprehensive income
Total comprehensive income
for the year
Shares issued during the year
- placements
Shares issued during the year
- acquisitions
Capital raising costs
Share-based payments –
directors and management
Share-based payments –
broker options
-
-
-
3,159,225
-
3,159,225
3,073,200
1,426,247
(810,554)
-
-
-
-
-
-
-
-
-
-
-
3,159,225
-
3,159,225
3,073,200
1,426,247
(810,554)
44,580
44,580
374,734
374,734
Balance at 30 June 2023
39,147,963
(30,602,765)
2,670,022
11,215,220
The above consolidated statement of changes in equity should be read in conjunction with the
accompanying notes.
28
White Cliff Minerals Limited
ABN 22 126 299 125
Consolidated Statement of Cash Flows
For the year ended 30 June 2023
Cash flows from operating activities
from customers, government
Receipts
grants and incentives
Payments to suppliers and employees
Payments for exploration and evaluation
Interest received
Net cash (outflow) from operating
activities
Cash flows from investing activities
Payments for tenement acquisitions
Cash acquired on asset acquisition
Proceeds from sale of tenements (net of
disposal costs)
Proceeds from sale of equity investments
Payments for property, plant and equipment
Net cash (outflow)/inflow from
investing activities
Cash flows from financing activities
Proceeds from the issue of shares
Proceeds from unissued shares
Payments for capital raising costs
Net cash inflow from financing
activities
Net (decrease) in cash held
Consolidated
Inflows/
(Outflows)
2023
$
Inflows/
(Outflows)
2022
$
Note
-
(377,686)
(1,576,631)
8,299
-
(580,878)
(1,039,992)
131
15(a)
(1,946,018)
(1,620,739)
7
12
10
(90,000)
35,315
(200,000)
-
105,001
248,738
(4,751)
22,696
56,395
(5,033)
294,303
(125,942)
3,073,200
480,800
(262,676)
1,023,726
(56,088)
3,291,324
967,638
1,639,609
(779,043)
Cash at the beginning of the year
554,777
1,302,415
Effects of exchange rate changes on
cash held
-
31,405
Cash at the end of the year
6
2,194,386
554,777
The above consolidated statement of cash flows should be read in conjunction with the
accompanying notes.
29
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
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.
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.
(b) Adoption of new and revised standards
In the year ended 30 June 2023, 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 2023. 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
2023.
The financial report complies with Australian Accounting Standards, which include
Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance
with AIFRS ensures that the financial report, comprising the financial statements and notes
thereto, complies with International Financial Reporting Standards (IFRS).
30
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (cont)
(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
2023 (“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 and 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:
31
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (cont)
(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:
32
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (cont)
• 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.
33
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (cont)
(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.
34
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (cont)
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
discount 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.
35
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (cont)
(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.
36
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (cont)
(r) Parent entity financial statements
The financial information for the parent entity, White Cliff Minerals Limited, disclosed in
Note 21, has been prepared on the same basis as the consolidated financial statements.
(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 equity investments. 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.
37
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 1: Statement of significant accounting policies (cont)
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.
38
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 2: Revenue and expenses
(a) Other income
Interest received
Profit from sale of tenements
(b) Expenses
Loss from ordinary activities before income tax benefit
includes the following specific expenses (included in other
expenses):
Auditor’s remuneration (Note 22)
Depreciation
Employee costs
Directors’ fees
Other expenses
Note 3: Income tax
The prima facie income tax benefit on pre-tax accounting loss
reconciles with the income tax benefit in the financial
statements as follows:
Consolidated
2023
$
8,299
3,051,749
3,060,048
Consolidated
2022
$
131
-
131
Consolidated
2023
$
Consolidated
2022
$
35,332
2,369
156,509
318,535
268,912
781,657
31,918
1,235
53,735
262,690
178,064
527,642
Consolidated
2023
$
Consolidated
2022
$
Accounting profit/(loss) before tax from continuing operations
3,159,225
(2,072,017)
Income tax expense/(benefit) calculated at 30% (2022: 30%)
Non-deductible expenses
Non-assessable income
Other assessable amounts
Other deferred tax assets and deferred tax liabilities not
recognised
Income tax benefit reported in the statement of profit or loss
and other comprehensive income
947,768
13,374
-
-
(621,605)
13,374
-
-
(961,141)
608,231
-
-
39
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 3: Income tax (cont)
(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
Blackhole expenditure
Accrued expenses and liabilities
Deferred tax liabilities comprise:
Exploration expenditure capitalised (Australian)
Financial assets
Consolidated
2023
$
Consolidated
2022
$
7,079,760
2,096
5,850
7,087,706
6,187,208
2,843
5,850
6,195,901
(1,040,818)
(920,955)
(1,961,722)
(95,644)
19,924
(75,720)
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
2023
$
2022
$
73,534
73,534
28,585
28,585
Note 4: Earnings/(Loss) per share
Total basic profit/(loss) per share (cents)
0.40
(0.36)
The loss and weighted average number of ordinary shares
used in the calculation of basic loss per share is as follows:
Net profit/(loss) for the year
3,159,225
(2,072,017)
The weighted average number of ordinary shares
763,313,361 582,635,786
The diluted earnings/(loss) per share is not reflected as the result is not dilutive.
40
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 5: Segment information
For management purposes, the Board of Directors of the Company has been defined as the Chief
Operating Decision Maker. Segment information is presented in respect of the Group’s business
segments based on the Group’s management and internal reporting structure.
During the year the Group operated predominantly in one business segment being mineral
exploration and corporate/administration expenses. Geographically, the Group explores in
Australia.
Note 6: Cash and cash equivalents
Cash at bank
Consolidated
2023
$
2022
$
2,194,386
554,777
2,194,386
554,777
(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 rate currently 1.55%.
Note 7: Financial assets at fair value through profit or loss
RTG Mining Inc.
Opening balance
Disposal of shares
Fair value (loss)/gain
Consolidated
2023
$
2022
$
248,295
(185,637)
(41,598)
685,830
(56,395)
(381,140)
Fair value at 30 June 2023
21,060
248,295
Panther Metals PLC
Opening balance
Fair value (loss)/gain
Consolidated
$
93,985
(41,447)
$
172,186
(78,201)
Fair value at 30 June 2023
52,538
93,985
41
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 7: Financial assets at fair value through profit or loss (cont)
Minerals 260 Limited
Opening balance
Received as consideration on sale of the company’s interest
in the Yinnetharra REE/Li Project – at fair value
Fair value (loss)/gain
Fair value at 30 June 2023
Drednought Resources Limited
Opening balance
Received on acquisition of Mineral Fields Pty Ltd
Fair value (loss)/gain
Fair value at 30 June 2023
Victory Metals Limited
Opening balance
Received as consideration on sale of tenement E20/971
Disposals
Fair value (loss)/gain
Fair value at 30 June 2023
Total
Note 8: Trade and other receivables
Goods and services tax receivable
Exploration disposal proceeds receivable
Consolidated
$
-
2,905,000
2,625,000
5,530,000
Consolidated
$
-
100,000
4,000
104,000
Consolidated
$
-
48,790
(63,101)
14,311
-
5,707,598
$
-
-
-
-
$
-
-
-
-
$
-
-
-
-
-
Consolidated
2023
$
-
-
-
2022
$
21,836
-
21,836
Note 9: Exploration project acquisition costs
Opening balance
Project acquisition costs
Project costs expensed
Acquisition costs in respect of areas of
interest in the exploration phase
(i)
Consolidated
2023
$
3,146,730
1,331,798
(131,852)
2022
$
1,140,871
2,005,859
-
4,346,676
3,146,730
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.
42
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 9: Exploration project acquisition costs (cont)
(i)
On 24 October 2022 the Company completed the acquisition of the Lake Tay REE project for a
combination of cash consideration of $30,000, the issue of 5,681,818 White Cliff Minerals Limited
shares valued at $125,000 and a 1% NSR.
On 11 February 2022, the Company completed the acquisition of Magnet Resource Company Pty
Ltd (Magnet) and Preston River Lithium Pty Ltd (Preston), the holders of various prospective
Lithium and Rare Earth Elements (REE's) Projects for a combination of cash consideration of
$110,000, and the issue of 50 million shares valued at $1,200,000, 50 million options exercisable
at $0.035 expiring 30 June 2023 valued at $564,007, 10 Tranche 1 performance shares, and 10
Tranche 2 performance shares as follows:
• $350,000 of WCN ordinary shares based on the greater of the then prevailing 10-day VWAP
and a floor price ($0.012) upon the Company receiving at least 10 rock-chip samples
grading 1%+ lithium or minimum 800ppm Total Rare Earth Oxides (TREO) at any of the
Magnet and Preston projects by no later than 5 years from completion (First Milestone
Payment); and
• $400,000 of WCN ordinary shares based on the greater of then then prevailing 10-day
VWAP and a floor price ($0.012) upon achieving a drillhole intersection of greater than 10%
lithium metre or 8,000ppm TREO metre by no later than 5 years from completion (Second
Milestone Payment). This milestone was achieved during the period and the performance
shares were converted to 30,769,230 ordinary shares on 30 January 2023. These shares
have been included in issued share capital at 30 June 2023 with a valuation of $738,462
(based on the Company’s share price at acquisition date) included in Project acquisition
costs.
On 12 April 2023 the Company completed the acquisition of the Mineral Fields Pty Ltd, Soak Sands
Pty Ltd and Border Exploration Pty Ltd for a combination of cash consideration of $10,000 and the
issue of 93,797,475 shares valued at $562,785.
Assets acquired
- Cash
- Investments
Liabilities
35,315
100,000
135,315
(866)
Net assets acquired
134,449
Consideration:
Cash
Shares
Total
10,000
562,785
572,785
Acquisition amount of $438,336 was recognised as exploration project acquisition costs.
43
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 10: Trade and other payables
Trade payables and accruals*
GST
Tranche 2 capital raising funds received
Consolidated
2023
$
2022
$
344,125
192,671
480,800
1,017,596
70,705
-
-
70,705
* Trade payables are non-interest bearing and are normally paid on 30 day terms.
Note 11: Deferred consideration
Opening balance
Acquisition of Reedy South Gold Project
Payment
Closing balance
Current
Non-current
Consolidated
$
2023
$
2022
91,554
141,554
-
-
(42,989)
(50,000)
48,565
91,554
48,565
-
48,565
42,989
The Group has deferred consideration of $150,000 in relation to the acquisition of the Reedy South
Gold Project that was completed on 8 October 2020. The deferred consideration is payable in
$50,000 instalments on the anniversary of completion for three years and had a net present value
of $141,554 on completion of the acquisition. During the year, the second instalment of deferred
consideration was paid.
Note 12: Issued capital
(a) Ordinary shares issued
1,108,051,885 (2022: 653,603,362)
ordinary shares
Consolidated
$
2023
$
2022
39,147,963
35,459,070
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.
44
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 12: Issued capital (cont)
(b) Movements in ordinary shares
Date
30 June 2021
Details
2 December 2021
9 February 2022
11 February 2022
Placement
Exercise of options
Exercise of options
16 February 2022
28 February 2022
7 April 2022
11 April 2022
30 June 2022
Exercise of options
Acquisition of Magnet
Resources and Preston River
tenements
Exercise of options
Acquisition of Abraxis Lithium
Project
Capital raising costs
Number of
shares
517,196,399
76,000,000
5,000,000
750,000
1,680,000
50,000,000
14,000
2,962,963
653,603,362
$
33,199,580
912,000
75,000
11,250
25,200
1,200,000
210
91,852
(56,022)
35,459,070
(b) Movements in ordinary shares
Date
30 June 2022
Details
Number of shares
653,603,362
$
35,459,070
12 September
2022
25 October 2022
30 January 2023
18 April 2023
22 June 2023
29 June 2023
30 June 2023
Placement
Acquisition of Lake Tay Project1
Acquisition of Magnet
Resources and Preston River2
Placement
Acquisition of Mineral Fields Pty
Ltd, Soak Sands Pty Ltd and
Border Exploration Pty Ltd3
Placement
Capital raising costs
94,000,000
5,681,818
1,692,000
125,000
30,769,230
738,462
175,000,000
1,050,000
93,797,475
55,200,000
1,108,051,885
562,785
331,200
(810,554)
39,147,963
1 The shares issued for the acquisition of the Lake Tay Project are valued at the market price of
shares at date of acquisition.
2 The shares issued for the acquisition of Magnet Resources and Preston River are valued at the
market price of shares at date of acquisition.
3 The shares issued for the acquisition of Mineral Fields Pty Ltd, Soak Sands Pty Ltd and Border
Exploration Pty Ltd are valued at the market price of shares at date of acquisition.
45
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
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
Unlisted options exercisable at $0.047 each expiring 30
November 2023
Unlisted options exercisable at $0.035 each expiring 30
June 2023
Unlisted Options (incentive options) to acquire ordinary
fully paid shares
at $0.025 on or before 5 December 2025
Number of options
2023
2022
45,000,000
45,000,000
288,828,071
288,828,071
45,000,000
45,000,000
-
50,000,000
25,000,000
403,828,071
-
428,828,071
Weighted average option exercise price
$0.019
$0.021
(d) Movements in share options
Number of options
2023
2022
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
291,272,071
-
(2,444,000)
290,368,588
1,500,000
(596,517)
Balance at end of financial year
288,828,071
291,272,071
Options exercisable at $0.015 on or before 31 January 2024
Beginning of the financial year
Issued during year
Exercised during the year
45,000,000
-
50,000,000
-
(5,000,000)
Balance at end of financial year
45,000,000
45,000,000
Unlisted Options (incentive options) to acquire ordinary fully paid shares
at $0.047 on or before 30 November 2023
Beginning of the year
Issued during year
Balance at end of year
45,000,000
-
45,000,000
Unlisted Options (incentive options) to acquire ordinary fully paid shares
at $0.035 on or before 30 June 2023
Beginning of the year
Issued during year
Expired during year
Balance at end of year
50,000,000
-
(50,000,000)
-
-
45,000,000
45,000,000
-
50,000,000
-
50,000,000
46
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 12: Issued capital (cont)
(d) Movements in share options (cont)
Unlisted Options to acquire ordinary fully paid shares at $0.025 on or before
5 December 2025
Beginning of the year
Issued during year
Balance at end of year
-
25,000,000
25,000,000
-
-
-
Number of options
2023
2022
Note 13: Reserves
Option issue reserve (a)
Share compensation reserve (b)
Opening balance
Share based expense for year
Share based payment –
acquisition cost
Share based payment – broker
options
Closing balance
Consolidated
2023
$
125,391
2022
$
125,391
2,125,317
44,580
1,516,730
44,580
-
564,007
374,734
2,544,631
-
2,125,317
2,670,022
2,250,708
(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 issued as
consideration for services. Refer Note 14.
Note 14: Share based payments
Share based payments consists of options and performance rights issued to directors and
consultants and suppliers of goods. 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:
Type
Number Grant date Expiry Date
Exercise
price $
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
Broker Options
1,500,000 05/02/2021 28/02/2024
0.015
Acqusition options
50,000,000 28/02/2022 30/06/2023
0.035
Broker Options
25,000,000 12/09/2022 05/12/2025
0.025
Fair value
$150,0981
$44,580
$988,9573
$27,2944
$564,0075
$374,7366
47
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 14: Share based payments (contd)
1 The September 2020 options were granted in respect to underwriting of the 2019 Rights Issue. The options vested
immediately and the total value was recorded as a capital raising cost in the 2019 financial year.
2 The Director 2019 options were granted to Messrs Ong and Smith including 10,000,000 options that were allocated to an
unrelated nominee. The total value of $186,275 is being expensed over the vesting period, with an amount of $44,580
expensed in the current period.
3 The performance based incentive options were issued to directors during the year to 30 June 2021. These options vested
immediately and the total value of $988,957 was expensed in the 2021 year.
4 1,500,000 quoted options were issued to brokers and valued using the option price of $0.015 at grant date on 15 December
2020, being $27,294. The total value of $27,294 was expensed in the 2021 year.
5 50,000,000 unlisted options issued to the vendors of Magnet and Preston and valued using Black- Scholes model at
acquisition date.
6 25,000,000 unlisted options issued to brokers and valued using Black- Scholes model at grant date. The following
assumptions were used in the valuation:
Broker options
$0.024
$0.025
3
3.24%
Nil
100%
$0.0150
25,000,000
Underlying share price
Exercise price
Term (years)
Risk-free rate
Dividend yield
Volatility
Fair value per options
Number of options
Expensed during the current year:
Director 2019 options
Capitalised as exploration acquisition
costs:
Options
Shares (Refer note 9 and note 12)
Consolidated
2023
$
44,580
44,580
2022
$
44,580
44,580
Consolidated
2023
$
2022
$
-
1,426,247
1,426,247
564,007
1,291,852
1,855,859
48
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 15: Reconciliation of profit/(loss) after income tax to net cash outflow from
operating activities
a) Reconciliation of (loss) from ordinary activities
after income tax to net cash outflow from operating
activities
Net profit/ (loss) for the year after
income tax
Depreciation
Share based payment expense
Exploration expenditure expensed
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
Net cash outflow from operating
activities
Note 16: Non-cash investing activities
Consolidated
2023
$
2022
$
3,159,225
(2,072,017)
2,369
44,580
131,852
(3,051,749)
(2,560,266)
-
21,836
14,055
1,235
44,580
-
-
459,341
(31,406)
27,487
(27,918)
292,080
(22,041)
(1,946,018)
(1,620,739)
Consolidated
$
2023
$
2022
Acquisition of exploration projects with shares
(1,426,247)
(1,291,852)
Acquisition of exploration projects with options
-
(564,007)
Sale of exploration projects for shares
2,953,790
-
1,527,543
(1,855,859)
Note 17: Commitments and contingencies
Exploration expenditure commitments
In order to maintain rights of tenure to its Australian located mineral tenements, the Group is
required to outlay certain amounts in respect of rent and minimum expenditure requirements set
by the Western Australian State Government Mines Department. The Group’s commitments to
meet this minimum level of expenditure are approximately $1,648,000 (2022: 427,000) annually.
Current Commitments
Non-current Commitments
Consolidated
2023
$
1,648,000
4,162,841
2022
$
427,000
1,489,000
49
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 17: Commitments and contingencies (cont)
Exploration expenditure commitments (cont)
Exemption from incurring this annual level of expenditure may be granted where access to the
tenement area is restricted for reasons beyond the Group’s control such as where native title
issues restrict the Group’s ability to explore in the project area. The Group is not aware of any
such restrictions to exploration in the coming year and it does not anticipate seeking any
exemption to reduce this annual expenditure requirement.
Note 18: Financial Risk Management
Exposure to interest rate, liquidity, and credit risk arises in the normal course of the Group’s
business. The Group does not hold or use derivative financial instruments. The Group’s principal
financial instruments comprise mainly of deposits with banks and equity investments in listed
companies. The totals for each category of financial instruments are as follows:
Financial Assets
Cash and cash equivalents
Equity investments in listed companies
Consolidated
2023
$
2022
$
2,194,386
5,707,598
554,777
342,280
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
2023, the Group has net assets of $11,215,220 (2022: $3,947,788). 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 2023 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.
50
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 18: Financial Risk Management (cont)
(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 nil (2022: nil).
The sensitivity analyses below detail the Group’s sensitivity to an increase/decrease in the
Australian dollar against the United States dollar. The sensitivity analysis includes only outstanding
foreign currency denominated monetary items:
A basis point is the sensitivity rate used when reporting foreign currency risk internally to
management and represents management’s assessment of the possible change in foreign
exchange rates.
At balance date, if foreign exchange rates had been 100 basis point higher or lower and all other
variables were held constant, the Group’s:
•
•
Profit or loss would increase/decrease by nil (2022: nil); and
Equity reserves would increase/decrease by nil (2022: nil).
The Group’s sensitivity to foreign exchange rates has decreased during the year due to the closure
of the USD bank account.
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
2023
$
2022
$
2,194,386
554,777
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)
2023
21,944
2022
554
2023
21,944
(21,944)
(554)
(21,944)
2022
554
(554)
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.
51
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 18: Financial Risk Management (cont)
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 2023, 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 2023.
(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.
2023
2022
+10%
-10%
+10%
-10%
Financial assets
570,760
(570,760)
34,228
$
$
$
$
(34,228)
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 2023 requiring fair value estimation
and disclosure as their carrying values approximate fair value.
Note 19: Key management personnel disclosures
(a) Directors
At the date of this report the directors of the Company are:
Michael Soucik – Non-executive Chairman (resigned 14 February 2023)
Dan Smith – Non-executive Director
Nicholas Ong – Non-executive Director (resigned 11 April 2023)
Edward Mead – Non-executive Director
Rob Sinclair - Non-executive Director
Ross Cotton - Non-executive Director (appointed 11 April 2023)
The Company appointed Rod McIllree as Executive Chairman on 8 August 2023.
(b) Key management personnel
During the reporting periods the Group had no other key management personnel.
52
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 19: Key management personnel disclosures
(c) Key management personnel compensation
Short-term
Post-employment
Share-based payments
Consolidated
2023
$
317,535
-
44,580
362,115
2022
$
262,690
-
44,580
307,270
Detailed remuneration disclosures of directors and key management personnel are included in the
Remuneration Report forming part of the Directors’ Report.
Note 20: Related party disclosure
The ultimate parent entity in the wholly-owned group and the ultimate Australian parent entity is
White Cliff Minerals Limited. The consolidated financial statements include the financial statements
of White Cliff Minerals Limited and the controlled entities listed in the following table.
Name of entity
Country of
incorporation
Class of
shares
Northern Drilling Pty Ltd
Toureg Pty Ltd
Charge Cobalt Pty Ltd
Hobbs & Hugh Pty Ltd
Abraxis Mining Pty Ltd
Australia
Ordinary
Australia
Ordinary
Australia
Ordinary
Australia
Ordinary
Australia
Ordinary
Magnet Resource Company Pty Ltd
Australia
Ordinary
Preston River Lithium Pty Ltd
Electrification Metals Pty Ltd
MineralFields Pty Ltd
Soak Sands Pty Ltd
Border Exploration Pty
Australia
Ordinary
Australia
Ordinary
Australia
Ordinary
Australia
Ordinary
Australia
Ordinary
Equity holding
2023
%
100
2022
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
-
-
There were no transactions between White Cliff Minerals Limited and its controlled entities during
the financial year (2022: nil).
During the year the Group paid $130,000 (2022: $127,000) 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 $93,500 and accounting services of $36,500.
Note 21: Parent Entity Disclosures
Financial position
Assets
Current assets
Non-current assets
Total assets
2023
$
2022
$
7,788,324
4,495,234
12,283,558
958,573
3,151,474
4,110,047
53
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 21: Parent Entity Disclosures (cont)
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
Reserves
Total equity
Financial performance
Profit/(loss) for the year
1,065,295
-
1,065,295
119,270
42,989
162,259
11,218,263
3,947,788
39,147,963
(30,599,722)
2,670,022
11,218,263
35,459,070
(33,761,990)
2,250,708
3,947,788
2023
$
2022
$
3,162,268
(2,072,017)
Total comprehensive income/(loss)
3,162,268
(2,072,017)
Note 22: Auditor’s remuneration
The auditors of the Company are HLB Mann Judd.
Assurance services:
HLB Mann Judd:
Audit and review of financial statements
Total remuneration for audit services
Consolidated
2023
$
2022
$
35,332
35,332
31,918
31,918
Other services (tax compliance services)
4,000
4,000
Total auditor’s remuneration
39,332
35,918
Note 23: Events after the balance date
On 13 July 2023, the Company issued 70,633,333 ordinary shares and 660,000,000 options
exercisable at $0.012 expiring 30 June 2026, as part of the 2 tranche placement announced on
11 April 2023.
On 4 August 2023, the Company issued 29,166,667 ordianry shares to the vendors of Magnet
Resource Company Pty Ltd and Preston River Lithium Pty Ltd, following satisfaction of the Tranche
1 performance milestone with the Company announcing drill intersections at the Hines Hill REE
project on 24 July 2023.
On 14 September 2023, the Company announced the sale of the Abraxis project for $200,000
cash. Settlement of the transaction occurred on 22 September 2023.
The Company also notes the decrease in value of it’s investment (7,000,000 shares) in Minerals
260 Limited from $5,530,000 ($0.79 per share) at 30 June 2023 to $3,290,000 ($0.47 per share)
at 27 September 2023.
54
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2023
Note 23: Events after the balance date (cont)
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.
55
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 2023 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 2023.
This declaration is signed in accordance with a resolution of the Board of Directors.
Dan Smith
Director
Perth, Western Australia
29 September 2023
56
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 2023,
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 2023 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 (including Independence
Standards) (“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.
57
Key Audit Matter
How our audit addressed the key audit
matter
Carrying value of exploration
(Note 9 in the financial report)
The Group has capitalised exploration project
acquisition costs of $4,346,676 as at 30 June
2023.
Our audit procedures determined that accounting
for capitalised exploration project acquisition
costs was a key audit matter as it was an area of
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 report.
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
capitalised mineral exploration and
evaluation expenditure;
the carrying value of
− 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 tested additions and disposals;
− We examined the exploration budget and
discussed with management the nature of
planned ongoing activities; 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 2023, 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.
58
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.
59
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
2023.
In our opinion, the Remuneration Report of White Cliff Minerals Limited for the year ended 30 June 2023
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 2023
B G McVeigh
Partner
60
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 20 September 2023.
A. Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 250,000
250,001 - 500,000
500,001 Over
Total
Total holders
120
79
54
1,128
399
236
320
2,336
Units
15,341
205,306
430,397
54,535,963
68,455,518
90,109,795
1,043,266,232
1,257,018,552
% Units
0.00
0.02
0.03
4.34
5.45
7.16
83.00
100.00
There were 865 holders of less than a marketable parcel of ordinary shares.
B. Equity security holders
Twenty largest quoted equity security holders – ordinary shares
Rank
Name
Units % Units
1
2
3
4
5
5
7
8
9
10
11
12
13
14
15
16
17
18
19
20
PARETO NOMINEES PTY LTD
Continue reading text version or see original annual report in PDF format above