West Wits Mining
Annual Report 2021

Plain-text annual report

West Wits Mining Limited ABN 89 124 894 060 Annual report For the year ended 30 June 2021 West Wits Mining Limited ABN 89 124 894 060 Annual report - 30 June 2021 Contents Corporate Directory .................................................................................................................................... 3 Chairman's letter ........................................................................................................................................ 4 Chairman's letter (continued) ..................................................................................................................... 5 Directors' report ....................................................................................................................................... 24 Auditor's Independence Declaration ........................................................................................................ 40 Consolidated statement of profit or loss and other comprehensive income ............................................ 41 Consolidated statement of financial position ........................................................................................... 42 Consolidated statement of changes in equity ........................................................................................... 43 Consolidated statement of cash flows ...................................................................................................... 44 Directors' declaration ............................................................................................................................... 72 Independent auditor's report to the members ......................................................................................... 73 Shareholder information .......................................................................................................................... 77 Page 2 of 78 Corporate Directory Directors Mr Michael Quinert Non-Executive Chairman Mr Jac van Heerden Managing Director Mr Hulme Scholes Non-Executive Director Dr Andrew Tunks Non-Executive Director (resigned on 19 November 2020) Mr Peter O’Malley Non-Executive Director Mr Timothy Chapman Non-Executive Director (appointed 19 November 2020) Joint Company Secretaries Mr Simon Whyte Mr Paul Godfrey (appointed 6 September 2021) Principal registered office in Australia Level 6, 400 Collins Street Melbourne VIC 3000 Australia Share and debenture register Automic Pty Ltd Level 5 126 Phillip Street Sydney NSW 2000 +61 2 9698 5414 Auditor William Buck Level 20, 181 William Street Melbourne VIC 3000 Solicitors QR Lawyers Level 6, 400 Collins Street Melbourne VIC 3000 Australia Bankers National Australia Bank Level 2, 330 Collins Street Melbourne VIC 3000 Website http://www.westwitsmining.com/ Page 3 of 78 Chairman's letter Dear Fellow Shareholders, On behalf of the Board of Directors, I am pleased to present the 2021 Annual Report for West Wits Mining Limited (ASX: WWI). The word Qala means to start, or start anew. West Wits’ kick-off project is located at Qala Shallows, a name which provides an excellent metaphor for the Company’s rejuvenation of an established resource in one of the world’s oldest gold mining cities. Qala Shallows falls within West Wits’ broader Witwatersrand Basin Project (“WBP”), which is revitalising an already well-mined location using a modern technical approach in a region steeped in gold mining tradition and expertise. The resulting business model is uniquely streamlined and has allowed West Wits to shift into operational mode - after significant background work - according to an accelerated schedule. Our WBP is located fifteen kilometres west of the Johannesburg city centre, and its reefs have all been previously successfully mined using old-era technologies and processes. The results of Qala Shallows’ recently released Definitive Feasibility Study (“DFS”) indicate a Proved Ore Reserve of 830,000t, a 17-year Life-Of-Mine project and a steady-state production of 53 000oz per annum for 10 years. All this for what is only the first stage of our overall project at the WBP. The fact that local operators are very familiar with the characteristics of Johannesburg’s reefs creates a high quality surrounding eco system for the West Wits operation, resulting in unusually low CAPEX costs. In addition, the WBP has immediate access to experienced and cost-effective service providers for tailings, refinery and other central process elements, creating an attractive All-In Sustaining Costs (“AISC”) paradigm. As is detailed within this Annual Report, West Wits had to work hard to secure the license to mine this particular location, as befits a quality long term resource. While the scope of the initial license was less than the original prospecting area applied for, our application to begin the process of obtaining a new Prospecting Right has been formally accepted by the South African Department of Mineral Resources and Energy (“DMRE”). We anticipate that - subject to the granting of the new prospecting right - a significant portion of the old resource, which was restated by the DMRE to reflect a smaller surface, will be re-introduced to further increase the current and already significant global Mineral Resource Estimate of 3.55 million ounces at 4.26 g/t gold. The granting of the Mining Right and recent release of the Qala Shallows DFS have seen the many administrative, relationship, governance and logistical strides taken in the year under review which spur a rapid shift from prospecting to production status. Following the release of the DFS, Qala Shallows’ project development commenced in September 2021. We expect production to commence in early 2022. Qala Shallows is the first of five West Wits project stages set to roll out at the Witwatersrand Basin. Our other WBP targets will be going through their own DFS processes in the coming months, and we expect most DFS results to have been announced by the second quarter of 2022. Given the history of the area and the established knowledge as to the quality of these resources, we anticipate similarly strong results as to Qala Shallows, which bodes well for the future of the WBP as a whole. West Wits is also making positive strides at its Mt Cecelia Project in Western Australia, starting fresh in a new mining area that is generating significant industry excitement for the positivity of its recent prospecting results. The SkyTEM HEM survey identified eight exploration targets, with the later ground based MLTEM survey confirming four of those as high-priority targets. A maiden drilling program is planned for commencement in 2022. As a 100% owned greenfield project, Mt Cecelia is in many ways a mirror image of the rejuvenation of an established site taking place at the Witwatersrand Basin. As this Annual Report makes clear, this is a fundamentally attractive exploration project with every prospect of establishing itself as a profitable long-term operation. Together, Mt Cecelia and the Witwatersrand Basin Project position West Wits as an increasingly attractive investor proposition. The release of the Qala Shallows DFS has empowered the Company to engage comprehensively with financial institutions. West Wits now enjoys a range of attractive finance options, and has the option to utilise a Page 4 of 78 Chairman's letter (continued) combination of capital raising on the ASX and debt funding (following a mixed approach in both Australia and South Africa). Other instruments, such as streaming, are also under consideration. The strength of West Wits’ investment profile was affirmed during the reporting period by the decision from cornerstone investor, Wingfield, to covert 100% of the convertible notes to West Wits shares, effectively removing $1.17 million (US) of debt from the balance sheet and establishing Wingfield as a major shareholder and key West Wits strategic investor. On the basis of recent positive developments in both regions of operation we expect similarly firm commitments from other investors. As is reflected in both the Australian and South African operational reviews, the period under review was very much one of laying foundations, following necessary processes and building key relationships. It gives me great satisfaction to report that the Company was successful in these unglamorous yet essential endeavours, and as of September 2021 is moving quickly towards production status in the key WBP project. Given the uncertainty permeating the global economy - fuelled in no small part by the ongoing COVID-19 pandemic - I believe West Wits’ success in moving with such surety from prospecting to production speaks volumes about the commitment and expertise of Managing Director Jac van Heerden and his team. Our foundations have been laid, and laid well, and West Wits is now set to deliver strong returns to shareholders and investors. On behalf of the Board of Directors, I would like to offer sincere thanks to the entire West Wits team for many significant achievements during the period under review. Your hard work and commitment have positioned the Company to do much positive business in the years ahead. Thank you for your ongoing interest and support of West Wits. For and on behalf of the Board Michael Quinert Non-Executive Chairman West Wits Mining Ltd 30 September 2021 Page 5 of 78 REVIEW OF OPERATIONS Highlights Witwatersrand Basin Project (“WBP”), South Africa ➢ Steps taken by WWI’s Corporate Affairs and legal consultants during the reporting period were critical to the granting of the Mining Right by the Department of Mineral Resources & Energy (“DMRE”) in July 2021 (post-reporting period).1 ➢ Current JORC compliant global Mineral Resource Estimate (“MRE”) 25.91Mt @ 4.26g/t for 3.55Moz Au (2g/t cut-off).2 ➢ 2,500m infill diamond drilling program on the Kimberley East area was successful in converting portions of the existing JORC Mineral Resource Estimate to Measured & Indicated categories, growing the Measured JORC MRE by 149,000oz.3 ➢ Scoping Study results4 provide a Production Target of 80,000oz Au pa average steady- state production over 18 Years with 95,000oz Max Annual Gold Production in Year 8, demonstrating the WBP’s potential to be WWI’s cornerstone project as the Company aims to become a mid-tier gold producer. ➢ Definitive Feasibility Study (“DFS”) of Qala Shallows, first of the WBP’s five stages, was significantly progressed during the reporting period and completed in August 2021 (post period). The DFS delivered robust and compelling results5, headlined by: o Maiden Ore Reserve of 3Mt at 2.88g/t for 278 000oz o Production Target: 17-year LOM project and 7.3MT at 2.81g/t recovered grade for 663,000oz Recovered Gold; a steady-state production of 53 000oz per annum o All In Sustaining Cost (“AISC”) of an estimated US$1,144/oz Gold with a steady state AISC of US$1,027/oz o Pre-tax NPV7.5 of US$150 million (AU$205m) and IRR of 35% at a Gold Price of US$1,750/oz Mt Cecelia Project, Australia ➢ Eight exploration target areas identified from SkyTEM Heliborne Electromagnetic Survey with four deemed high priority targets at the Mt Cecelia project in the Paterson Province.7 ➢ 2021 exploration field program designed during the reporting period with a ground geophysical survey (MLTEM) completed post-reporting period on the top four targets, providing robust first-pass exploration drill targets to commence in the 2022 field season.8 Corporate ➢ Cornerstone investor, Wingfield, elected to convert 100% of convertible notes to West Wits shares, removing USD 1.17m of debt from the balance sheet and formalising Wingfield’s position as a substantial holder and strategic investor.6 Page 6 of 78 SOUTH AFRICA Witwatersrand Basin Project, Central Rand (WWI: 66%) OVERVIEW West Wits’ key objectives at the Company’s Witwatersrand Basin Project in South Africa during the financial year 2020-2021 were to: • Secure the Mining Right • Complete WBP Scoping Study outlining the Run-of-Mine (“ROM”) production schedule by project stage • Complete the DFS for Qala Shallows, stage 1 of the WBP The Company was pleased to advise that in July 2021 the DMRE granted WBP its Mining Right1 and both the results of the Scoping Study4 and DFS5 (Stage 1) were completed in August 2021, shortly after the Mining Right was granted. The WBP is located within the world-renowned Witwatersrand Basin of South Africa which has historically produced over 247Moz. This is more than 35% of total global gold production. Image 1: The WBP on the prolific Witwatersrand Basin Page 7 of 78 A Scoping Study was completed in July 20209 by mine engineering firm, Bara Consulting (“Bara”) to determine the optimal development model for the WBP. The Scoping Study identified five distinct reef packages to develop mining operations. The Qala Shallows and Qala Deeps areas, underpinned by the Kimberley Reef Package, still have extensive life left and form the backbone of the WBP. The other areas of operation will supplement additional tonnes through the Qala operations LOM. Bara recommended the K9A and K9B Reef horizons at the Qala Shallows area be the first stage of the WBP to be advanced to feasibility. Image 2: Scoping Study identifies five stages of development for the WBP. The initial Scoping Study production model relied in part on an area comprising an Exploration Target13 on the K9A reef for the Qala Shallows, prohibiting the release of the Scoping Study financial results in a public report. The Company’s primary exploration objective during the period was to convert the Exploration Target to a JORC compliant Mineral Resource and improve the confidence level of declared Mineral Resources in the initial 5-year mine plan to Measured and Indicated categories for the purpose of supporting feasibility studies and potential declaration of Ore Reserves. The exploration program was successful in converting the Exploration Target into JORC compliant MRE, increasing the global MRE by additional 702,000oz Au10. The subsequent infill drill program was completed in January 2021 and the resultant resource modelling achieved its aim in upgrading a significant block of Indicated and Inferred MRE categories3. On receiving the restated Mineral Resource geological block model, Bara proceeded with updating the initial Scoping Study for the entire WBP area which resulted in the release of an updated Production Target in August 20214, shortly after the period of review. The results firmly established the high potential of the WBP, estimating a steady-state annual production of 80,000oz for 18-years and 22-year Life-of-Mine. The study outlined a production target which averages 90,000oz from Year 6 – 11 as production reaches steady-state from the Qala Shallows, Main Reef package and Bird Reef East areas. In October 2020, West Wits commissioned a DFS with Bara on the Qala Shallows, the first of the WBP’s five stages of development. Bara significantly progressed the DFS during the reporting period with results released on 2nd September 20215, post period. The DFS confirmed that the Qala Shallows stage of the WBP has the potential to ramp-up to a ROM steady-state production and peak production of approx. 53,000 oz Au and 60,000oz per annum respectively over approximately ten years. The DFS estimates an AISC of USD1,144/oz and resulted in a maiden Ore Reserve of 3Mt at 2.88g/t for 278 000oz of gold. Page 8 of 78 Mining Right Granted In July 2021, West Wits received formal communication from South Africa’s Director General of the DMRE that the Company’s Mining Right application was granted in terms of section 23(1) of the Mineral and Petroleum Resources Development Act, 2002 (Act 28 of 2002)1. Previously, West Wits’ Environmental Authorisation (“EA”) was granted by the DMRE on 23 June 2020. This approval was then subjected to SA’s appeal procedure. Three appeals relating to West Wits’ EA were received which was extended a further 30-days due to COVID-19 allowances. At the end of March 2021, all three appeals were dismissed by South Africa’s Minister of Forestry, Fisheries and the Environment and the Company’s EA was reinstated11. This paved the way for the Government’s granting of the Mining Right. There is for interested and affected parties who oppose the Project automatic rights to appeal the decision of the DMRE internally to the Minister, which has occurred post period. There is also a potential for applications to the courts for review of ministerial decisions relating the grant of the mining right and the environmental approval. These sorts of appeals are often pursued irrespective of their legal merit on a “pro bono” basis by well-funded community legal groups pursuing blatant ideological agendas. Whilst these applications are commonly pursued the Company is confident that they will not impede the schedule for implementation of its development plans and ultimately, they will fail given the detailed and comprehensive consultation and planning process that was undertaken for the Project. The Mining Right footprint was constrained relative to the prospecting right area to minimise the impact of the mine on interested and affected parties. The areas not included in the reduced Mining Right area were non-core and do not affect the mine plan. A Prospecting Right lodged by the Company has been accepted by the DMRE12 to re-secure certain sections of the old Prospecting Right area and thereby reintroduce additional Mineral Resources to the MRE. The Company anticipates that, subject to the granting of the new Prospecting Right, a significant portion of the old Minral Resource will be recaptured. Image 3 outlines the granted Mining Right boundary which replaces the previous Prospecting Right boundary. The new Prospecting Right, when granted, will re-introduce areas of long-term interest. Image 3: The Witwatersrand Basin Project’s granted Mining Right boundary (blue line) replaced the previous Prospecting Right boundary (red line). The Company has applied for a new Prospecting Right (yellow area) to re-introduce areas of long-term interest. EXTENSIVE EXPLORATION PROGRAM A summary of West Wits exploration program for the reporting period and material changes subsequent to the reporting date is provided below, including; Exploration Results, changes to Exploration Targets and Mineral Resources and declared Ore Reserves. Page 9 of 78 WWI’s exploration activity ramped up in March 2020 and focused on converting the K9A Exploration Target13 into a JORC compliant MRE and improving the confidence level of the K9A and K9B gold bearing reefs (Figure 1) in the eastern portion of the Kimberly Reef area to support a feasibility study. Figure 1: Schematic cross section for gold bearing Kimberley Reef conglomerates. All conglomerate horizons are gold mineralised to some extent, but the K9A and K9B Bands are main mining targets. WWI’s in-country geological consultant, Shango Solutions (“Shango”), utilised historical geological, survey and sampling information, capturing data in a 3D environment to compile a 3D (Digital Terrain Model) and 3D Block Model of the Kimberley Reef package, which was then utilised in the Mineral Resource generation for input into the feasibility studies. The exploration work converted the Exploration Target into JORC compliant MRE, resulting in an additional 702,000oz and a substantial 0.48g/t increase of the global MRE grade to 3.88g/t of 4.37Moz at 3.88g/t Au (2g/t cut-off)10. On completion of the K9A Exploration Target conversion in October 2020, West Wits commenced an infill drilling program in Nov-20, comprised of approximately 2,500m of diamond core and percussion drilling targeting the upper 300m that host the orebodies in the vicinity of the Qala Shaft area. The aim of the drilling program was to increase the Mineral Resource confidence in areas targeted for early mining to allow WWI to increase the capacity for declaration of Ore Reserves on completion of the DFS. A total of fourteen (14) new holes (mother holes and deflections) intersecting the K10, K9A, K9B, K8 and K7 reef bands were completed by three rigs. In addition, West Wits geologists re-logged the mineralised zones of three previously drilled MSA drillholes. The K9B results from the drilling program are the key driver of the grade increase in the Global MRE to 4.24g/t Au which is highlighted by the infill-drilling campaigns best result, hole RLKDD-44 with 1.68m @ 5.81g/t Au [123m], including 0.98m @ 9.07g/t (Figure 2)3. Page 10 of 78 Figure 2: Cross section highlighting selected intersection results (grade and width) of drillholes RLKPDRE 22, 23, 24, 39, 40, and 41 for the K9B, K9A and K8 Kimberley Reef conglomerates. The infill drill program successfully achieved its aim to upgrade a significant block of Indicated and Inferred MRE categories which are contained within the near to medium-term mine plan thereby enhancing confidence and our capacity to declare Ore Reserves. The additional core will also support rock engineers with geotechnical modelling, of which the results and design criteria will directly feed into the overall mine design of underground infrastructure. The exploration results and updated Mineral Resource modelling were released on 5th July 2021, soon after the end of the reporting period when the majority of the work was completed. The Mineral Resource update covered the existing Prospecting Right at that time, increasing the global MRE to 32.78Mt @ 4.24g/t for 4.47Moz Au (2g/t cut-off)3. Upon granting of the Mining Right the global MRE was restated to 25.91Mt @ 4.26g/t for 3.55Moz Au (2g/t cut-off) on 23 July 20212, allowing for the reduced Mining Right tenement footprint compared to the previous Prospecting Right area. The current global MRE (Table 1), released to the ASX 23/07/2021, includes Ore Reserves (Table 4). Table 1: Current Global MRE for the WBP, restated for granted Mining Right area2. Tonnes (M) 4.91 12.70 17.61 8.31 25.91 MRE Category Measured Indicated Measured & Indicated Inferred Total Grade (g/t Au) 4.33 3.84 3.98 4.86 4.26 Ounces 683,000 1,570,000 2,253,000 1,298,000 3,551,000 Notes: The Global MRE set at a 2.0 g/t Au cut-off. Reported in accordance with the JORC Code of 2012. Number differences may occur due to rounding errors. MINE EVALUATION & FEASIBILITY STUDIES West Wits’ exploration team led a group of highly trained search and rescue professionals from the Mine Rescue Services to the historical underground workings in late November 2020 (Image 4). Page 11 of 78 Image 4: The team preparing to enter the underground workings and reviewing historical plans This mine visit was extremely successful, having visually confirmed: • Historical shafts have remained stable with almost no rock engineering issues identified (Image 5) since mine closure in 2001 • Natural ventilation exists through all old workings visited • The water level in the area is approximately 300m below surface A key result of these findings is that the West Wits technical team, with the required permissions and risk assessments in place, is sending geological and sampling crews, together with a rock engineering crew, into the old workings for observations and more detailed mapping and recording. Image 5: Good conditions reported of the Qala Adit shaft infrastructure (left) and the K9A hanging wall (right) SCOPING STUDY – WBP PRODUCTION TARGET Bara updated the original Scoping Study to allow for the restatement of the K9A and K9B JORC compliant Mineral Resource models. The removal of the Exploration Target and reduction of Inferred Mineral Resources in the early stage of mining in the updated production model enabled the release of the WBP production target. The Scoping Study results firmly established the WBP’s potential to progress into a long-term gold mine with average steady-state annual production of 80,000oz for 18 years and 22-year Life-of-Mine (“LOM”) (Table 2)4. The results indicated that WBP has the potential to build up to a peak production rate of over 95,000 oz per annum. The Scoping Report outlined a production target which averages 90,000oz from Year 6 – 11, as production reaches steady-state from the Qala Shallows, Main Reef package and Bird Reef East areas4. Page 12 of 78 Table 2: WBP’s Key Production Metrics4 Image 6 provides a graphical representation of the WBP’s production profile and incremental contributions of each development stage identified by the Scoping Study4. Image 6: The WBP Scoping Study’s ROM production schedule in annual ounces of gold by stage over the WBP’s 25- year life-of-mine. Definitive Feasibility Study - Qala Shallows (Stage 1) Qala Shallows is the first of five distinct mine stages identified by Bara’s initial Scoping Study on the Kimberley Reef. Qala Shallows provides the backbone to underpin subsequent stages of production over a long life of mine. Additionally, the combination of the existing infrastructure (Qala Adit) and accessible Page 13 of 78 WBP - SCOPING STUDY - PRODUCTION DATAOUTCOMELife of Mine (Construction to Relinquishment)25 YearsTotal Years of Production22 YearsTotal Production (Ore Tonnes)16,000,000 Max Production Rate (Ore Tonnes)850,000tpaContained Grade Au (Average)3.4g/t AuRun of Mine Grade Au (Average)3.0g/t AuLoM Contained Au oz1,730,000ozMetallurgical Recovery Au (Overall)90%Total Gold Produced1,560,000ozAverage Annual Gold Production (22yrs) 170,000ozAverage Annual Steady State Gold Production (18yrs) 280,000ozMax Gold Production (Year 8)95,000oz1 Over All Production Years, 22yrs (Yr3 - Yr24)2 Steady State - excludes ramp up and ramp down production - 18yrs (Yr5 - Yr22) shallow Mineral Resources allow access for production on a fast-tracked timeframe relative to most global opportunities for underground gold mining. All surface infrastructure design, geotechnical engineering, underground excavation and infrastructure, equipment requirements and bulk engineering supply were completed during the period. The Qala Shallows DFS results were released shortly after the reporting period and confirmed the robust economic viability of Qala Shallows, the first stage of WBP development. Qala Shallows has the potential to ramp- up to a ROM steady-state production and peak production of approx. 53,000 oz Au and 60,000oz per annum respectively over approximately ten years5. First ore is expected to be extracted 12-months from the commencement of development, building up to an annualised production rate of 25,000 oz Au per annum after 30 months and reaching a full steady-state production rate of 53,000 oz Au per annum after year four5. Image 8 updates the Qala Shallows production profile to a DFS level of accuracy. The remaining four stages are at Scoping Study level and will be subjected to individual Definitive Feasibility Studies as WWI’s progresses towards execution. The DFS on the second stage of development, Main Reef, is expected to commence before the end of 2021. Image 7: The Qala Shallows Production Profile, showing Waste and Ore mining, overlaid with the ounce profile over the life of mine5. Table 3: Qala Shallows DFS - Key Production Metrics5 Page 14 of 78 Table 4 Ore Reserve Statement - shows that the Qala Shallows hosts a significant Ore Reserve of 3MT at 2.88g/t for 278 000oz Au5. The DFS’ financial evaluation of Qala Shallows was undertaken using a discount cashflow analysis. The evaluation used a gold price of US$1,750 per ounce and a rate of exchange of R15/US$. The financial model for the Qala Shallows includes detailed capital and operating cost estimates for all infrastructure, equipment and labour complement required over the LOM. The cost estimates have been compiled by estimating quantities of materials from drawings, the mining schedule and from requesting prices and rates from supplies and contractors. Table 5 shows the DFS key baseline financial metrics for the Qala Shallows Project5. COMMUNITY West Wits’ stakeholder engagement process continues with interested, impacted and affected parties, community institutions, provincial and national government offices. These stakeholders are actively engaged to ensure progressive, mutually beneficial outcomes. As a result, West Wits is on a drive to further its database of locally sourced skills, services and resources. In the previous year of review, West Wits had funded the Hlokomelo Community Organisation to purchase a motorbike for an income generation project. Hlokomelo Motorbike Delivery Service was established to provide a low-cost outsourcing delivery service for medication and groceries to aged or Page 15 of 78 sickly community members. During this year of review, the project established itself as a fully-fledged business with a self-sustaining revenue stream. Mr Takuddwa Chikonye resides in Soweto, one of the areas impacted by West Wits’ mining operations. Mr Chikonye matriculated from a township school called Bhukulani Secondary School and received accolades for placing third in South Africa for his Physical Science year-end results. He wanted to further his secondary studies in BSc Actuarial Science, however, his family had severe financial constraints. West Wits provided a scholarship which enabled him to register at the University of Witwatersrand for his studies. Subsequently, he received distinctions (seven) for all his subjects during his first term at the University. AUSTRALIA Mt Cecelia Project, Pilbara WA (WWI: 100%) West Wits’ 100% owned Mt Cecelia project lies in the Paterson Province which continues to see significant regional exploration activity led by RIO Tinto’s (“RIO”) WINU project, approximately 70km’s east. Rio also holds the rights to the majority of Mt Cecelia’s neighboring tenements. Figure 4: Summary of Mines and Exploration Targets in close proximity to Mt Cecelia (company sourced) A third-party specialists desktop study was completed in April 2020 and resulted in a new interpretation of the Mt Cecelia’s geological structures. The potential of a new orogenic gold play determination of VMS prospective host units and manganese potential were identified, which provides a significant upside exploration opportunity to the region. West Wits followed up the study with the first field trip in July 2020 and a subsequent SkyTEM helicopter-borne electromagnetic survey7. Heli-borne Electromagnetic Survey SkyTEM completed the helicopter-borne electromagnetic (“HEM”) survey covering the 225km2 tenement area, flying 1,205km survey lines at 200m spacing and 30-50m above ground level in September 2020. West Wits engaged Southern Geoscience Consultants (“SGC”) to provide geophysical expertise, having worked closely with SkyTEM previously and being associated with successful discoveries in the Paterson Province over the past 20 years. Page 16 of 78 HEM survey data was analysed, processed and interpreted by SGC with the final report identifying eight priority target areas for further exploration efforts (Image 8). The SW corridor is highlighted by anomalous conductive responses that were mapped over numerous flight lines, up to 3km in length. Selected conductive anomalies were modelled using thin plates to estimate the depth, geometry/orientation and conductance for the associated bedrock conductors. Most conductive responses appeared to be related to conductors at a relatively shallow depth of approximately 75-125m below the surface7. Image 8: (Left) Eight SGC target zones recommended for follow-up. Conductor axes marked by lines together with magnetic lineaments on SKYTEM CH15Z component image7 and (right) SkyTEM begins HEM survey at West Wits’ Mt Cecelia project in the Paterson Province Table 6 provides a summary of the target areas identified by SGC7. Target Area Priority SGC_1 High SGC_2 High SGC_3 High SGC_4 High SGC_5 Secondary SGC_6 Secondary Description Discrete bedrock conductor of ~200-300m strike length adjacent to NW-SE trending magnetic feature, possible demagnetisation/alteration locally? Conductor at ~120m depth below surface and dipping at 45-60o NE Strong conductive response near a magnetic high. Conductor at ~100m depth below surface and >500m in strike length Strong conductive response with >1500m strike length. Adjacent to magnetic unit. Conductor at ~75-100m depth below surface Multiple strong conductors adjacent and parallel to magnetic lineaments. No plate modelling has been completed as yet, potentially stratigraphic in nature Multiple magnetic features suggesting deformation/alteration? and fracturing. No significant, late channel EM response is apparent Strong, multiple conductive units over >3km strike, appears stratigraphic in nature SGC_7 SGC_8 Secondary Weak conductive response coincident with weakly magnetic lineament Multiple moderate conductive responses along weakly magnetic units, apparent fracturing or discontinuities present Secondary The SKYTEM HEM survey at Mt Cecelia successfully identified 132 anomalous responses that could be indicative of bedrock conductors. Several discrete, primary anomalies have been modelled using thin conductive plates and priority target areas for follow-up exploration have been identified7. Page 17 of 78 Of primary interest is target SGC_1, given its discrete nature and relationship with local magnetic units/potential demagnetisation. Also localised, stronger anomalous responses within primary target areas SGC_2, SGC_3 and SGC_4 are of high priority to perform ground follow-up. Some of the defined conductors appear to extend for many kilometres and are highly likely related to formational/stratigraphic type conductors and therefore of secondary priority for follow-up. The 2021 ground geophysical surveys at Mt Cecelia were delayed from initial Jun-20 timing to early August due to availability of exploration crews in Western Australia resulting from COVID-19 border closures. Local specialist survey team, Wireline Services Group (“WSG”), performed a MLTEM survey in August 2021, consisting of 16 Lines totalling 14.2km across the 4 priority targets identified in Southern Geosciences Consultants (“SGC”) HEM Survey Report. SGC performed the MLTEM survey analysis and reporting which confirmed the anomalies and refined the drill target modelling for West Wits’ maiden drilling campaign, scheduled for the 2022 field season8. Tambina Project, Pilbara WA (WWI: 80%) First Au (ASX: FAU) continued to manage exploration at the Tambina Project, located approximately 100km West of Marble Bar, as part of the 2019 Farm-In Agreement. No significant developments were reporting during the financial year. INDONESIA Derewo Project, Paniai Regency (WWI: 64%) The Company pursued a process with a third party which would have resulted in the Company relinquishing a controlling interest in the Indonesian subsidiary group. West Wits sought alternative disposal opportunities as it became evident that it was unlikely Far East Venture Group would be able to execute on its obligations under the Heads of Agreement (16 August 2019) to take the project to feasibility. The Company was engaged with an interested investor consortium, primarily made up of Indonesian investors, since October 2020 however discussions have not significantly progressed at the end of the reporting period. WWI is continuing to pursue a transaction involving PT Madinah Quarataa’n (PTMQ) as the Company is of the view that the underlying assets, despite being written off for accounting purposes, provide a significant opportunity to prospective buyers with regional expertise. IMPACT OF COVID-19 The impact of the COVID-19 pandemic was largely confined to delays in the Mining Right application approval process and mobilisation of the exploration field team to Mt Cecelia. The Company does not expect the pandemic to negatively impact its ability to access financing. It is important to note that the mining industry in South Africa is fully functional, following strict protocols. The Company continues to monitor the ongoing COVID pandemic to identify and mitigate any associated risks to operational and corporate activities in achieving the business objectives. CORPORATE The Company has commenced discussions with debt funders and investors. The recent granting of the Mining Right at the WBP, combined with the DFS on the Qala Shallows, have resulted in significant interest in WWI from a broad range of financiers in South Africa, Australia and other countries, which gives the Company a high level of confidence it is now placed to secure its funding requirements in the short term. Also announced during the period, Mr Andrew Tunks elected to resign as a Non-Executive Director of the WWI Board on 19 November 2020 to focus on his increasing workload as Managing Director of Meteoric Page 18 of 78 Resources (ASX:MEI). Tim Chapman joined the Company’s Board as Non-Executive Director on 19 November 2020 having previously worked closely with the Board as a key advisor to West Wits and being actively engaged with the Company’s Projects up to 2017. Mr Chapman is Melbourne based and has over 20 years’ experience in financial services and capital markets. Tim’s Australian investment banking experience and knowledge of the Company’s projects will assist the Board as West Wits embarks on the advancement of the Witwatersrand Basin Project and Mt Cecelia. ISSUE OF SECURITIES The Company issued securities (detailed below) which further align the interests of employees, consultants and directors with those of shareholders: • 5,517,543 fully paid ordinary shares issued under the WWI ESOP to KMP in lieu of cash payment for periodic executive bonuses for services provided to the Company under contract for the 6 months ended 30 June 2020. • 300,000 fully paid ordinary shares to Alces Capital Partners (or its nominee), a third-party consultancy who is not a related party of the Group, as a performance bonus under the WWI ESOP for investor relations services provided to the Group. • 801,749 fully paid ordinary shares issued under the WWI ESOP to KMP in lieu of cash payment for periodic executive bonuses for services provided to the Company under contract for the 6 months ended 31 December 2020. West Wits issued securities detailed below upon the exercise or conversion of existing unlisted securities: • The Company received $1,291,016.10 via the exercise of 25,820,322 unlisted Company options with an exercise price of $0.05 (5 cents) to fully paid ordinary shares • The Company received $82,500.00 via the exercise of 5,500,000 unlisted Company options with an exercise price of $0.012 (1.2 cents) to fully paid ordinary shares • The Company received $48,000.00 via the exercise of 4,000,000 unlisted Company options with an exercise price of $0.012 (1.2 cents) to fully paid ordinary shares • The Company issued 167,600,036 fully paid ordinary shares to Wingfield in consideration for Wingfield converting USD 1,173,200.25 in convertible notes at USD 0.007 (0.7 US cents) per share in the Company. • The Company issued 6,450,000 fully paid ordinary shares on conversion of unlisted Performance Rights after the performance criteria was achieved The following securities expired during the reporting period: • 179,678 unlisted options with an exercise price of $0.05 (5 cents) • 2,300,000 performance rights as the performance condition had not been met West Wits raised additional capital during the period to support ongoing activities via the issue of securities detailed below: • Placement raised $3,407,750 via the issue of 161,940,477 fully paid ordinary shares at $0.021 (2.1 cents) per share in a Placement to new and existing unrelated sophisticated and professional investors, as announced to the ASX on 14th August 2020. Shortly after the reporting period, 10 August 2021, the Group completed a share placement to raise $7 million (before costs) via the issue of 117 million new fully paid ordinary shares at $0.06 (6 cents) per share to existing and new sophisticated and professional investors. 70.1 million unlisted options with an exercise price of $0.12 (12 cents) and expiry date 10 August 2022 were issued by way of attaching options to the placement (one option for every two shares) and issue of options to the lead Broker of the Placement (one option for every ten shares). The 70.1m unlisted options were subsequently listed on the ASX after meeting the ASX requirements. Page 19 of 78 ORE RESERVE AND MINERAL RESOURCE STATEMENT JORC Mineral Resource Estimate as at 23rd July 2021 Notes: 1) Global MRE set at a 2.0g/t Au cut-off. Reported in accordance with the JORC Code of 2012. 2) Number differences may occur due to rounding errors. 3) Mineral Resources are reported as inclusive of Ore Reserves 4) The Inferred Mineral Resources have ahigh degree of uncertainty and it should not be assumed that all or a portion thereof will be converted to Ore Reserves. Ore Reserve as at 2nd September 2021 Notes: 1) No Inferred Mineral Resources are included in the Ore Reserves. 2) The evaluation used a gold price of US$1,750 per ounce and a rate of exchange of R15/US$. Page 20 of 78 Tonnes (M)GradeOuncesTonnes (M)GradeOuncesTonnes (M)GradeOuncesTonnes (M)GradeOuncesBird0.463.4550,800 3.283.10327,600 0.933.0591,100 4.673.13469,400 K9B KRC0.002.98300 0.103.8711,900 0.184.2224,100 0.284.0836,300 K9B KRE1.934.37271,700 6.214.14827,700 2.355.51416,600 10.504.491,516,100 K9A KRE2.104.54306,300 1.824.20245,300 4.205.14694,300 8.114.771,245,800 BPR Marquis (MSA)0.072.746,600 0.072.746,600 KR Sol Plaatje0.0010.341,600 0.243.3725,700 0.243.3927,300 Main Reef Leader0.054.287,200 0.073.518,000 0.093.6411,000 0.223.7526,200 Main0.333.6838,500 1.223.77147,700 0.253.6428,700 1.793.74214,900 South0.046.948,700 0.046.948,700 Total4.914.33683,400 12.703.841,569,700 8.314.861,298,100 25.914.263,551,200 WBP ReefMeasuredIndicatedInferredTotal ASX Releases are available on the Company’s website: www.westwitsmining.com 1. WWI ASX Release: “Mining Right Granted at Witwatersrand Basin Project” on 20/07/2021 2. WWI ASX Release: “Restated JORC Resource of 3.55Moz Au for Mining Right” on 23/07/2021 3. ASX Release: “Infill-drill Program Grows JORC Resource at WBP to 4.47Moz” on 5/07/2021 4. WWI ASX Release: “The WBP Scoping Study’s Production Model Indicates Potential for Long-Life Project” on 16/08/2021 5. WWI ASX Release: “West Wits’ Qala Shallows DFS Delivers Strong Results Supporting Progress to Stage 1 of Mine Development” on 02/09/2021 6. WWI ASX Release: “Cornerstone Investor Elects to Convert 100% of Convertible Notes” on 2 March 2021 7. WWI ASX Release: “HEM Survey Identifies Eight Targets Areas at Mt Cecelia” on 16/12/2020 8. WWI ASX Release: “Ground EM Survey Confirm High-Priority Targets at Mt Cecelia” on 10/09/2021 9. WWI ASX Release: “Positive Scoping Study to Advance Development” on 30/07/2020 10. WWI ASX Release: “WWI JORC Resource grows by 700koz to 4.37Moz at 3.88g/t Au” on 21/10/2020 11. WWI ASX Release: “Appeals Dismissed Reinstating Environmental Authorisation” on 29/03/2021 12. WWI ASX Release: “West Wits Takes Step to Reinstate Resources at Witwatersrand Basin Project, South Africa” on 17/09/2021 13. WWI ASX Release: “WBPs Kimberley Reef Upside Potential” on 28/08/2018 COMPLIANCE STATEMENTS Previously Reported Information Competent Person – Mineral Resources and Exploration Results for the Witwatersrand Basin Project The information in this report that relates to Mineral Resources and Exploration Results for the Witwatersrand Basin Project is based on and fairly represents information compiled by Mr Hermanus Berhardus Swart. Mr Swart is a Competent Person who is a Professional Natural Scientist registered with the South African Council for Natural Scientific Professions (No. 400101/00) and a Fellow of the Geological Society of South Africa, each of which is a “Recognised Professional Organisation” (RPO). Mr. Swart has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.” Mr Swart consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. Competent Person – Ore Reserves for the Witwatersrand Basin Project The information in this report which relates to Ore Reserves is based on, and fairly represents, information and supporting documentation compiled by Mr Andrew Pooley for Bara Consulting (Pty) Ltd. Mr Pooley is a Principal Mining Engineer and does not hold any shares in the company, either directly or indirectly. Mr Pooley is a Fellow of the Southern African Institute of Mining and Metallurgy (SAIMM ID: 701458) and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Pooley consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. Competent Person –Exploration Results for the Mt Cecelia Project The information presented herein that relates to results from the MLTEM survey is based on information compiled and reviewed by the Russell Mortimer, a Competent Person who is a Member of The Australian Institute of Geoscientists and fairly represents this information. Mr Mortimer has sufficient experience relevant to the style of mineralisation and type of deposit under consideration, and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Mortimer consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. Page 21 of 78 This report includes information that relates to Exploration Results prepared and first disclosed under the JORC Code (2012) and extracted from the Company’s previous ASX announcements, with the Competent Person for the relevant original market announcement indicated in brackets, as follows: • Mt Cecelia: “Ground EM Survey Confirm High-Priority Targets at Mt Cecelia” 16/12/2021 (Mr Mortimer) • WBP: “DFS Delivers Strong Results on 1st Stage of WBP Development” 02/09/2021 (Mr Pooley) • WBP: “Corporate Presentation” 30/07/2021 (Mr Swart) • WBP: “Restated JORC Resource of 3.55Moz Au for Mining Right” 23/07/2021 (Mr Swart) • WBP: “Infill-drill Program Grows JORC Resource at WBP to 4.47Moz” 05/07/2021 (Mr Swart) • WBP: “WWI JORC Resource grows by 700koz to 4.37Moz at 3.88g/t Au” 05/07/2021 (Mr Swart) • WBP: “Infill-drill Program Grows JORC Resource at WBP to 4.47Moz” 05/07/2021 (Mr Swart) • Mt Cecelia: “HEM Survey Identifies Eight Targets Areas at Mt Cecelia” 16/12/2021 (Mr Mortimer) • WBP: “WBPs Kimberley Reef Upside Potential” 28/08/2018 (Mr Swart) The Company is not aware of any new information or data that materially effects the information included in the relevant market announcement. The form and context in which the Competent Person’s findings are presented have not been materially modified. Forward Looking Statements This Announcement includes “forward-looking statements” as that term within the meaning of securities laws of applicable jurisdictions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that are in some cases beyond West Wits Mining Limited’s control. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this presentation, including, without limitation, those regarding West Wits Mining Limited’s future expectations. Readers can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “risk,” “should,” “will” or “would” and other similar expressions. Risks, uncertainties and other factors may cause West Wits Mining Limited’s actual results, performance, production or achievements to differ materially from those expressed or implied by the forward- looking statements (and from past results, performance or achievements). These factors include, but are not limited to, the failure to complete and commission the mine facilities and related infrastructure in the time frame and within estimated costs currently planned; variations in global demand and price for gold and silver; fluctuations in exchange rates between the U.S. Dollar, South African Rand and the Australian Dollar; the failure of West Wits Mining Limited’s suppliers, service providers and partners to fulfil their obligations under construction, supply and other agreements; unforeseen geological, physical or meteorological conditions, natural disasters or cyclones; changes in the regulatory environment, industrial disputes, labour shortages, political and other factors; the inability to obtain additional financing, if required, on commercially suitable terms; and global and regional economic conditions. Readers are cautioned not to place undue reliance on forward-looking statements. The information concerning possible production in this announcement is not intended to be a forecast. They are internally generated goals set by the board of directors of West Wits Mining Limited. The ability of the Company to achieve any targets will be largely determined by the Company’s ability to secure adequate funding, implement mining plans, resolve logistical issues associated with mining and enter into any necessary off take arrangements with reputable third parties. Although West Wits Mining Limited believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Page 22 of 78 Held at end of period 66%* Acquired during the period - Disposed during the period - Interests in Mining Tenements Tenements Location Mining Right - GP 30/5/1/2/2/10073 MR (WBP) Witwatersrand Basin, West Rand, South Africa Mining Lease – M45/988 (Tambina) Mining Lease – M45/990 (Tambina) Mining Lease – M45/991 (Tambina) Pilbara region, Western Australia Pilbara region, Western Australia Pilbara region, Western Australia Exploration License – EL 45/5045 (Mt Cecelia) Pilbara region, Western Australia 80%* 80%* 80%* 100% Production IUP – NO. 47/2010 ^ Exploration IUP – NO. 76/2010 ^ Exploration IUP – NO.31/2010 ^ Exploration IUP – NO. 543/142/SET Paniai Regency, Indonesia 29%* Paniai, Indonesia 64%* Intan Jaya, Indonesia 64%* Nabire, Indonesia 64%* - - - - - - - - - - - - - - - - * Minority positions are held by local parties in compliance with local legislation in relation to foreign ownership and mineral and production rights. ^ Exploration IUP’s may no longer be within the compliance period and could be subject to cancellation. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 40. Rounding of amounts The Company is of a kind referred to in ASIC Instrument 2016/191, issued by the Australian Securities and Investment Commission, relating to the ‘rounding off’ of amounts in the Director’s Report. Amounts in the Director’s Report have been rounded off in accordance with that Class Order to the nearest thousand dollars. This Report is made in accordance with a resolution of Director’s. Michael Quinert Chairman West Wits Mining Limited Page 23 of 78 Directors' report Your Directors present their report on the consolidated entity consisting of West Wits Mining Limited and the entities it controlled at the end of, or during, the year ended 30 June 2021. Throughout the report, the consolidated entity is referred to as the group. Directors and company secretaries The following persons held office as Directors of West Wits Mining Limited during the financial year or unless otherwise stated: Mr Michael Quinert, Non-Executive Chairman Mr Jac van Heerden, Managing Director Mr Hulme Scholes, Non-Executive Director Dr Andrew Tunks, Non-Executive Director (resigned 19 November 2020) Mr Peter O’Malley, Non-Executive Director Mr Timothy Chapman, Non-Executive Director (appointed 19 November 2020) Mr Simon Whyte, Joint Company Secretary Mr Paul Godfrey, Joint Company Secretary (appointed 6 September 2021, post reporting period) Information on directors & company secretaries Mr Michael Quinert Non-Executive Chairman Experience and expertise Mr Quinert graduated with degrees in economics and law from Monash University and has over 35 years’ experience as a commercial lawyer, and over 25 years as a partner in a Melbourne law firm. He has extensive experience in assisting and advising public companies on capital raising and market compliance issues. Other current public directorships Former public directorships in last 3 years Special responsibilities Interests in shares, options and performance rights First Au Ltd (ASX:FAU) First Graphene Limited (ASX:FGR) None Remuneration & Nomination Committee Interest in shares Interest in options Interest in performance rights Mr Jac van Heerden Managing Director 38,523,567 12,000,000 6,750,000 Experience and expertise Other current directorships Mr van Heerden is a Mining Engineer (MBA) with over 20 years of operations and project experience in South Africa, DRC and Zimbabwe. His experience has been gained on both underground and open pit mines with a focus in gold, platinum and base metals. Jac was President of ERG Africa’s copper/cobalt mine overseeing 3,800 personnel prior to joining WWI. None Former directorships in last 3 years Special responsibilities None None Interests in shares and performance rights Interest in shares Interest in performance rights Interest in West Wits MLI (Pty) Ltd Page 24 of 78 7,465,311 4,500,000 1% Information on directors & company secretaries (continued) Mr Peter O’Malley Non-Executive Director West Wits Mining Limited Directors' report 30 June 2021 (continued) Experience and expertise Mr O’Malley is US based investment finance executive, Mr O’Malley’s experience includes 13 years at Credit Suisse and later managing Deutsche Bank’s HK Natural Resources investment banking practice in Asia-Pacific. Peter has extensive experience advising on M&A, debt/equity transactions, and capital optimisation strategies in multiple jurisdictions. Other current directorships Bonterra Resources (TSX-V: BTR) Barnwell Industries (NYSE: BRN) Former directorships in last 3 years Special responsibilities Interests in shares and options None Remuneration & Nomination Committee Interest in shares Interest in options Mr Hulme Scholes Non-Executive Director 8,967,037 - Experience and expertise Other current directorships Former directorships in last 3 years Special responsibilities Interests in shares and options Mr Scholes graduated with a BA Law and LLB degree from the University of the Witwatersrand and is an admitted attorney of the High Court of South Africa. Mr Scholes specialises in mining and mineral law, has practised exclusively in the field for 20 years and is regarded as one of South Africa's experts within mining law. He was a partner of Werksman Attorneys based in Johannesburg from 1999 to 2008 and is currently a senior partner at Malan Scholes Attorneys. He started his professional career as a learner official for Harmony Gold Mining Co. Limited in the 1980's which provides him with a unique blend of experience. Mr Scholes is currently a Non-Executive Director of Randgold and Exploration Company Limited (JSE Listing) (JSE: RNG). None None Interest in shares Interest in options 1,136,364 2,500,000 Page 25 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Information on directors & company secretaries (continued) Dr Andrew Tunks Non-Executive Director (resigned 19 November 2020) Experience and expertise Other current directorships Former directorships in last 3 years Special responsibilities Interests in shares and options Dr Tunks is a highly credentialed geologist with 30 years of local and international experience, particularly in the gold sector. He has spent many years exploring and overseeing projectsin developing countries throughout Africa and South America. Global experience means Dr Tunks can provide expertise in navigating diverse regulatory systems. Having begun his career with Western Mining Corporation (WA) Dr Tunks progressed to senior positions with leading gold producers including the role of Chief Geologist at both IAMGOLD Corporation and Ranger Minerals (West Africa). Since then, Dr Tunks has held several executive roles with ASX-listed groups including CEO of Auroch Minerals, General Manager - Operations at Orinoco Gold (Brazil) and CEO of A-Cap Resources (Botswana). More recently, he was appointed MD of Meteoric Resources. Dr Tunks has lectured on economic and structural geology at University of Tasmania, published articles in peer-reviewed journals and presented at numerous conferences. He is a member of the Australian Institute of Geoscientists, holds a Bachelor of Science (Hons) from Monash and a PhD in geology from the University of Tasmania. Meteoric Resources NL (ASX: MEI) None None Interest in shares Interest in options 2,644,026 14,500,000 Mr Timothy Chapman Non-Executive Director (appointed 19 November 2020) Experience and expertise Mr Chapman is Melbourne based with a Bachelor of Commerce from Monash University. He has over 20 years’ experience in financial services and capital markets. Mr Chapman is currently Director, Corporate Broking at PAC Partners which is a leading advisory, equity capital markets and research house focused on emerging and mid-cap companies with a strong track record in the resources sector. Other current directorships Former directorships in last 3 years Special responsibilities Interests in shares and options none none Chair of Remuneration & Nomination Committee Interest in shares Interest in options 234,000 - Page 26 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Information on directors & company secretaries (continued) Mr Simon Whyte Chief Financial Officer & Joint Company Secretary Experience and expertise Other current directorships Former directorships in last 3 years Special responsibilities Interests in shares, options and performance rights Mr. Whyte is a Chartered Accountant and has over 12 years’ experience in accounting and operational management, including Ernst & Young and BP Australia Pty Ltd None None None Interest in shares Interest in options Interest in performance rights 8,700,146 3,000,000 4,500,000 Mr Paul Godfrey Joint Company Secretary (appointed 6 September 2021, post reporting period) Experience and expertise Mr Godfrey is a Senior Associate at law firm QR Lawyers and has practiced exclusively in corporate and commercial law since his admission in February 2017. Mr Godfrey is also the company secretary of ASX listed mineral exploration company First Au Limited (ASX:FAU). Other current directorships Former directorships in last 3 years Special responsibilities Interests in shares and options None None None Interest in options Interest in shares Meetings of directors - - The numbers of meetings of the group's board of Directors and of each board committee held during the year ended 30 June 2021, and the numbers of meetings attended by each Director were: Mr Michael Quinert Dr Andrew Tunks Mr Peter O’Malley Mr Hulme Scholes Mr Jac van Heerden Mr Timothy Chapman Full meetings of directors B A 6 6 2 2 6 5 6 5 6 6 4 4 A = Number of meetings attended B = Number of meetings held during the time the Director held office or was a member of the committee during the year * Due to the size of the Company the full Board assumes the role of the Audit and Remuneration & Nomination committees Note: Remuneration & Nomination Committee elected post reporting period. Page 27 of 78 Principal activities The Group's continued principal activities in the course of the financial year were to explore for gold and base metals at the mining tenements situated in South Africa and Western Australia and advance the mining license and feasibility studies for the Witwatersrand Basin Project in South Africa to ready for development. There have been no other significant changes in the nature of those principal activities during the financial year. Dividends The Directors did not pay or declare any dividends during the financial year (2020: Nil). The Directors do not recommend the payment of a dividend in respect of the 2021 financial year. Event since the end of the financial year On 16th July 2021, South Africa’s Director General of Department of Mineral Resources and Energy granted the Company’s Mining Right application in terms of section 23(1) of the Mineral and Petroleum Resources Development Act, 2002 (Act 28 of 2002) for the Witwatersrand Basin Project (“WBP”), South Africa. On 10 August 2021, the Group completed a share placement to raise $7 million (before costs) via the issue of 117 million new fully paid ordinary shares at $0.06 (6 cents) per share to existing and new sophisticated and professional investors. 70.1 million options with an exercise price of $0.12 (12 cents) and expiry date 10 August 2022 were issued by way of attaching options to the placement (one option for every two shares) and issue of options to the lead Broker of the Placement (one option for every ten shares). On 2 September 2021, the Company released to the ASX results from the Definitive Feasibility Study on the first stage of development of the WBP. The study showed a Pre-tax NPV7.5 of US$150 million (AU$205m) and IRR of 35% at a Gold Price of US$1,750/oz. No other matters or circumstances have occurred subsequent to period end 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 subsequent financial years. Likely developments and expected results of operations The likely developments in the Group’s operations, to the extent that such matters can be commented upon, are covered in the Review of Operations in this annual report and above. In the opinion of the Directors, disclosure of detailed information regarding the expected results of those operations in financial years after the current financial year is not predictable at this stage, or may prejudice the interests of the Group; accordingly this information has not been included in this report. Significant changes in the state of affairs During the year, the Group successfully raised capital approximately $4.83 million (gross) via a placement and the exercise of unlisted options, USD 1.17m of debt was retired upon the conversion of 1m convertible notes at the election of the Convertible Note Holder. The Company issued 377.9 million new fully paid ordinary shares during the period via the placement, conversion of unlisted securities and payments under WWI’s ESOP. In the opinion of the Directors, there were no other significant changes in the state of affairs of the Group during the financial year under review not otherwise disclosed in this annual report. Page 28 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Remuneration report (audited) The Directors present the West Wits Mining Limited 2021 remuneration report, outlining key aspects of our remuneration policy and framework, and remuneration awarded this year. (A) Remuneration Policy Remuneration of all Executive and Non-Executive Directors, and Officers of the Group is determined by the remuneration and nomination committee, or in the absence of a remuneration and nomination committee, remuneration is determined by the Board. The Group is committed to remunerating Senior Executives and Executive Directors in a manner that is consistent with "best practice" (including the interests of shareholders) and market-competitive by ensuring fees are appropriate and in line with the market. Remuneration packages are based on fixed component, determined by the Executives' position, experience and performance, and may be satisfied via cash or equity. Non-Executive Directors are remunerated out of the aggregate amount approved by shareholders and at a level that is consistent with industry standards. Non-Executive Directors do not receive performance based bonuses and prior shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable. Remuneration policy versus company financial performance Since the Company was incorporated, it has listed on the Australian Securities Exchange and acquired mining tenements in Western Australia, South Africa and in Papua Province, Indonesia. Exploration activities commenced in January 2008 within the South African tenements. The nature of the Group's mining activities is highly speculative and can provide high returns if successful. The speculative nature of these activities and recent global economic trends, have been factors which have affected the Group's share price performance and shareholder wealth over the period. The Group's remuneration policy is based on industry practice rather than the Group's performance and takes into account the risk and liabilities assumed by the Directors and Executives as a result of their involvement in the speculative activities undertaken by the Group. Directors and Executives are fairly compensated for the extensive work they undertake. Other than the remuneration of one non-director key management personnel and Managing Director, who are entitled to remuneration linked to performance, no other Directors’ remuneration were linked to performance during the financial year. The Group continued to recognise the share-based payment expense from equity issued in prior period and in current year of $112,109 (2020: $235,924). The bonus expense recognised during the year related to service condition of each recipient. The Non-Executive Directors remuneration pool is $300,000, last approved by shareholders in 2007. Use of remuneration consultants Due to the size and nature of the organisation, the Company has not engaged remuneration consultants to review and measure its policy and strategy. The board reviews remuneration strategy periodically and may engage remuneration consultants in the future to assist with this process. Page 29 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Remuneration report (audited) (continued) (A) Remuneration Policy (continued) Additional remuneration approved by shareholders during the year The list of remuneration related resolutions proposed for the Directors and other Key Management Personnel approved at the AGM held on 17 November 2020 are as below: • • • • Issuance of 1,833,333 ordinary shares at a deemed issue price of $0.019 per share to Mr Michael Quinert Issuance of 1,842,105 ordinary shares at a deemed issue price of $0.019 per share to Mr Jac van Heerden $35,000 bonus for the 6-month period ending 31/12/2020 paid in ordinary shares at a deemed issue price of the 30-day VWAP of the shares of the Company up to and including 31 December 2020 to Mr Jac van Heerden $35,000 bonus for the 6-month period ending 30/06/2021 paid in ordinary shares at a deemed issue price of the 30-day VWAP of the shares of the Company up to and including 30 June 2021 to Mr Jac van Heerden • Adoption of WWI employee incentive scheme Voting and comments made at the Company’s 2020 Annual General Meeting (“AGM”) At the 2020 AGM, 99.97% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2020. The Company did not receive any specific feedback at the AGM regarding its remuneration practices. (B) Remuneration report (a) Details of remuneration The following persons were considered Director/KMP of West Wits Mining Limited during the financial year or unless otherwise stated: Mr Michael Quinert, Non-Executive Chairman Mr Jac van Heerden, Managing Director Mr Hulme Scholes, Non-Executive Director Dr Andrew Tunks, Non-Executive Director (resigned 19 November 2020) Mr Peter O’Malley, Non-Executive Director Mr Timothy Chapman, Non-Executive Director (appointed 19 November 2020) Mr Simon Whyte, Joint Company Secretary Mr Paul Godfrey, Joint Company Secretary (appointed 6 September 2021, post reporting period) Key management personnel (KMP) of the group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the group, directly or indirectly, including any Director (whether executive or otherwise) of the group receiving the highest remuneration. Details of the remuneration of the KMP of the group are set out in the following tables. Page 30 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) (a) Details of remuneration (continued) Amounts of remuneration The following table shows details of remuneration expenses recognised for the Group's KMP for the year ended 30 June 2021. 2021 Directors Mr Michael Quinert Mr Jac van Heerden Mr Hulme Scholes Dr Andrew Tunks(1) Mr Peter O’Malley Mr Timothy Chapman (2) Other KMP Mr Simon Whyte Total KMP compensation Short-term benefits Cash salary and fees $ Cash bonus $ Non- monetary benefits(3) $ Post- employment benefits Share-based payments – Equity Settled Relevant Portion of remuneration linked to performance Super- annuation $ Shares $ Options $ Performance Rights $ Total $ Fixed % Performance Based % 78,000 280,000 25,000 10,000 40,000 20,100 - - - - - - - 13,998 - - - - - - - - - - - 70,000 - - - - - - 1,054 1,054 - - - - - - - - - - - 78,000 363,998 26,054 11,054 40,000 20,100 100 80 96 90 100 100 224,684 763,891 80 84 0 19 4 10 0 0 20 16 163,950 5,000 (316) 16,050 40,000 617,050 5,000 13,682 16,050 110,000 2,109 Notes (1) Dr Andrew Tunks resigned on 19 November 2020 (2) Mr Timothy Chapman was appointed on 19 November 2020 (3) Comprises of annual leave entitlements.. Page 31 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) (a) Details of remuneration (continued) The following table shows details of remuneration expenses recognised for the group's KMP for the year ended 30 June 2020. 2020 Short-term benefits Cash salary and fees $ Cash bonus $ Non- monetary benefits(3) $ Post- employment benefits Share-based payments – Equity Settled Relevant Portion of remuneration linked to performance Super- annuation $ Shares $ Options $ Performance Rights $ Total $ Fixed % Performance Based % Directors Mr Michael Quinert Mr Daniel Pretorius (3) Mr Hulme Scholes Dr Andrew Tunks(4) Mr Peter O’Malley (2) Mr Jac van Heerden (1) Other KMP Mr Simon Whyte Total KMP compensation 127,500 - 24,853 31,000 8,333 211,483 136,986 540,155 - - - - - - - - - - - - - 12,353 - - - - - - 34,833 23,277 - - - - - 6,696 6,696 28,930 12,969 - - - - 198,579 - 31,549 37,696 37,263 70,113 - - 8,666 302,615 8,744 - 200,383 64 - 79 82 22 71 78 70 36 - 21 18 78 29 22 30 6,639 13,014 35,000 18,992 13,014 139,946 65,599 30,379 808,085 Notes (1) Mr Jac van Heerden’s remuneration for the period from 1 July 2019 to 15 April 2020 was covered under the capacity as the CEO of the South African subsidiaries, which is part of other KMP. He was subsequently appointed on 16 April 2020 as the Managing Director of the Group. (2) Mr Peter O’Malley was appointed on 16 April 2020. (3) Mr Daniel Pretorius resigned on 16 April 2020. (4) Mr Andrew Tunks’s cash salary and fees includes $1,000 for consulting fees paid to Tunks GeoConsulting, a Company related to Mr Andrew Tunks. (5) Comprises of annual leave component. Page 32 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) (b) Equity issued as part of remuneration for the year ended 30 June 2021 Issue of shares The number of shares in the Company held during the financial year by each Director and other Key Management Personnel of the Company, including their personally related parties, are set out below. Share holdings 2021 Directors Mr Michael Quinert Mr Jac van Heerden Dr Andrew Tunks(1) Mr Peter O’Malley Mr Hulme Scholes Mr Timothy Chapman(2) Other Key Management Personnel Mr Simon Whyte Total Balance at the start of the period Granted as remuneration Received on exercise of options Received on conversion of Performance Rights Other changes(3) Balance at the end of the period 32,570,234 5,714,285 2,644,026 300,000 1,136,364 - 1,833,333 2,352,309 - - - - - - - 5,500,000 - - 2,850,000 1,700,000 - - - - 960,000 38,213,567 7,066,594 - 8,967,037 1,136,364 234,000 (2,700,000) (2,644,026) 3,167,037 - 234,000 7,460,020 49,824,929 2,133,650 6,319,292 - 5,500,000 1,900,000 6,450,000 (2,793,524) 8,700,146 (3,776,513) 64,317,708 (1) Shareholding removed on resignation as a Director on 19 November 2020. (2) Shareholding added on appointment as a Director on 19 November 2020. (3) Other changes include on-market purchases, participation in share purchase plan or balance on date of ceasing or becoming a Director or KMP. Page 33 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) (b) Equity issued as part of remuneration for the year ended 30 June 2021 (continued) Issue of options The number of options over ordinary shares in the Company held during the financial year by each Director and other Key Management Personnel of the Company, including their personally related parties, are set out below. Option holdings 2021 Directors Mr Michael Quinert Mr Jac van Heerden Dr Andrew Tunks(1) Mr Peter O’Malley Mr Hulme Scholes Mr Timothy Chapman Other Key Management Personnel Mr Simon Whyte Balance at start of the period Granted as remuneration Options Exercised Other changes(2) Balance at end of the period Vested and exercisable 12,000,000 - 14,500,000 5,500,000 2,500,000 - 3,000,000 37,500,000 - - - - (5,500,000) - - - - - 12,000,000 12,000,000 - - - - - - - - (14,500,000) - - - 2,500,000 2,500,000 - - - - - 3,000,000 - (5,500,000) (14,500,000) 17,500,000 17,500,000 3,000,000 - - (1) Option holding removed on resignation as a Director on 19 November 2020. (2) Other changes include balance on date of ceasing or becoming a Director or KMP. Page 34 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) (b) Equity issued as part of remuneration for the year ended 30 June 2021 (continued) Issue of options (continued) The terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other Key Management Personnel in future reporting years are as follows: Grant date 21/11/2017 21/11/2017 21/11/2017 21/11/2017 21/11/2017 21/11/2017 04/12/2017 04/12/2017 04/12/2017 29/11/2019 29/11/2019 15/01/2020 15/01/2020 Exercise price $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.012 $0.012 $0.015 $0.015 Granted no. 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 1,000,000 1,000,000 1,000,000 2,500,000 2,500,000 2,200,000 3,300,000 37,500,000 Expiry date 03/12/2022 03/12/2022 03/12/2022 29/01/2023 29/01/2023 29/01/2023 03/12/2022 03/12/2022 03/12/2022 18/12/2023 18/12/2023 02/02/2022 01/03/2022 Total vested Vested % Exercised - 100% - 100% - 100% - 100% - 100% - 100% - 100% - 100% - 100% - 100% 100% - 100% 2,200,000 100% 3,300,000 5,500,000 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 1,000,000 1,000,000 1,000,000 2,500,000 2,500,000 2,200,000 3,300,000 37,500,000 Option holders do not have any rights to participate in any issues of shares or other interests in the Company or any other entity. Option holders hold no voting rights. On exercise, each option is convertible into one ordinary share. Issue of performance rights The 24,500,000 equity settled performance rights were issued to Management as per the ASX announcement on 18 December 2019 and related shareholder approval obtained at the AGM on 29 November 2019, the performance rights vested on date of issue. Page 35 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) (b) Equity issued as part of remuneration for the year ended 30 June 2021 (continued) Issue of performance rights (continued) The performance hurdles, relevant dates and conditions of the rights are detailed below: Performance Hurdle Number issued Issue date Expiry date Exercise price Market/Non- market performance condition Probability of non-market performance condition occurring 30 June 2021 Fair value for each performance rights ($) 4,700,000 18/12/2020 31/12/2020 0.0150 Market Converted 0.0009 3,800,000 18/12/2020 31/12/2021 0.0280 Market 3,100,000 18/12/2020 31/12/2022 0.0420 Market N/A N/A 0.0012 0.0016 Total fair value recorded on grant date ($) 4,183 4,560 4,836 30-day VWAP of $0.015 at 31/12/2020 30-day VWAP of $0.028 at 31/12/2021 30-day VWAP of $0.042 at 31/12/2022 Expanding the JORC Resource by 600,000oz at a grade of at least 3g/t by 30/06/2021 Delineating a total of 650,000 ounces of gold reserves (in accordance with JORC 20121) at a grade of at least 3g/t Au by 31/12/2021 Achieving annualised production of 5,500oz of gold per annum over a consecutive period of 3-months in the 12- months to 30/06/2021 Achieving annualised production of 25,000oz of gold per annum over a consecutive period of 3-months in 2022 calendar year Achieving annualised production of 45,000oz of gold per annum over a consecutive period of 3-months in 2023 calendar year TOTAL 1,750,000 18/12/2020 30/06/2021 N/A Non-market Converted 0.0050 3,150 1,750,000 18/12/2020 31/12/2021 N/A Non-market 0% 0.0050 875 2,300,000 18/12/2020 30/06/2021 N/A Non-market Lapsed 0.0050 1,150 3,200,000 18/12/2020 30/06/2022 N/A Non-market 0% 0.0050 4,800 3,900,000 18/12/2020 30/06/2023 N/A Non-market 0% 0.0050 6,825 24,500,000 30,379 Page 36 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) The number of performance rights held during the financial year by each Director and other Key Management Personnel of the Company, including their personally related parties, are set out below. Performance rights holdings 2021 Directors Mr Michael Quinert Mr Jac van Heerden Mr Peter O’Malley Mr Hulme Scholes Mr Timothy Chapman Other Key Management Personnel Mr Simon Whyte Balance at start of the period (1) Granted as remuneration Performance rights exercised Other changes (2) Balance at end of the period (3) 10,500,000 7,000,000 - - - 7,000,000 24,500,000 - - - - - - - (2,850,000) (1,700,000) - - - (900,000) (800,000) - - - 6,750,000 4,500,000 - - - (1,900,000) (6,450,000) (600,000) 4,500,000 (2,300,000) 15,750,000 (1) Balance may include performance rights held prior to individuals becoming Director/KMP. For individuals who became Director/KMP during the period, the balance is as at the date they became Director/KMP. (2) Other changes incorporates changes resulting from the expiration/forfeiture of performance rights. (3) For former KMP, the balance is as at the date they cease being KMP. Page 37 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) (c) Employment contracts of executives Name: Position: Contract duration: Notice period: Fixed remuneration: Mr Jac van Heerden Managing Director Unspecified 4 weeks by either party $280,000 per annum, including superannuation $70,000 annual bonus related to service condition Name: Position: Contract duration: Notice period: Fixed remuneration: Mr Simon Whyte Chief Financial Officer and Company Secretary Unspecified 4 weeks by either party $180,000 per annum, including superannuation $40,000 annual bonus related to service condition (d) Related party transactions Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Transactions with related parties are as follows: Legal fees that were paid to QR Lawyers, a Director related entity to Mr Michael Quinert Rental expense paid to Brickwick Pty Ltd, a Director related entity to Mr Michael Quinert Legal fees that were paid to Malan Scholes Attorneys, a Director related entity to Mr Hulme Scholes Consultancy fees that were paid to MERA Advisers, a Director related entity to Mr Hulme Scholes for mining right application services Consultancy fees paid to Kenosis Capital LLC, a related entity to Mr Peter O’Malley 2021 $ 54,164 42,400 90,364 2,835 - 2020 $ 78,778 8,100 74,666 60,022 104,243 (e) Additional Information The earnings of the consolidated entity for the five years to 30 June 2021 and factors that are considered to affect total shareholder returns (‘TSR’) are summarised below: Loss for the period ($’000s) Basic earnings per share (cents per share) Share price at financial year end ($) 2021 543 (0.04) 0.085 2020 1,913 (0.21) 0.016 2019 11,761 (1.56) 0.006 2018 1,390 (0.20) 0.019 2017 (571) (0.10) 0.018 [End of remuneration report] Page 38 of 78 West Wits Mining Limited Directors' report 30 June 2021 (continued) Shares under option At the date of this report, the unissued ordinary shares of West Wits Mining Limited under option are as follows: Quantity 9,000,000 17,000,000 6,000,000 70,071,972 102,071,972 Grant Date 21/11/2017 21/11/2017 29/11/2019 10/08/2021 Exercise Price $0.050 $0.050 $0.012 $0.12 Expiry Date 30/11/2022 29/01/2023 18/12/2023 10/08/2022 Shares issued as a result of the exercise of options 35,320,322 options were exercised during the year ended 30 June 2021 (2020: Nil). Insurance of officers and indemnities During the financial year the Company entered into an insurance policy to indemnify Directors and Officers against certain liabilities incurred as a Director or Officer, including costs and expenses associated in successfully defending legal proceedings. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an Officer or Auditor of the Company or of any related body corporate against a liability incurred as such as Officer or Auditor. Proceedings on behalf of the 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. Non-Audit Services The Auditor did not provide any non-audit services to the Company during the financial year. Rounding of amounts The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ reports) Instrument 2016/191, issued by the Australian Securities and Investments commission, relating to ‘rounding-off’ of amounts in the Directors’ report. Amounts in the Directors’ report have been rounded off in accordance with that instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Auditor's independence declaration The lead auditor’s independence declaration as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2021 has been received and is set out on the following page. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors Mr Michael Quinert Executive Chairman 30 September 2021 Melbourne Page 39 of 78 AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF WEST WITS MINING LIMITED I declare that, to the best of my knowledge and belief, during the year ended 30 June 2021 there have been: — no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and — no contraventions of any applicable code of professional conduct in relation to the audit. William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136 A. A. Finnis Director Melbourne, 30 September 2021 Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2021 Notes Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 3 10b 4 Operations Revenue Cost of sales of goods Gross profit/(loss) Other income Foreign exchange gain / (loss) Foreign exchange gain on deconsolidation of West Wits Monarch (Pty) Ltd Corporate & administration expenses Finance Costs Director and employee expenses Exploration expenses Impairment expense Loss before income tax Income tax expense Loss for the year from operations Other comprehensive income Item that may be reclassified to profit or loss in subsequent year Exchange differences on translation of foreign operations Other comprehensive income/(loss) for the year, net of tax Total comprehensive loss for the period Loss is attributable to: Owners of West Wits Mining Limited Non-controlling interests Total comprehensive income/(loss) for the period is attributable to: Owners of West Wits Mining Limited Non-controlling interests - (3) (3) 78 135 760 (641) (108) (739) (25) - (543) - (543) (14) (14) (557) (341) (202) (543) (574) 17 (557) 142 (25) 117 171 (172) - (893) (73) (905) (2) (156) (1,913) - (1,913) (1,195) (1,195) (3,108) (1,668) (245) (1,913) (2,552) (556) (3,108) Loss per share for loss attributable to the ordinary equity holders of the Group: Basic earnings per share Diluted earnings per share 7(a) 7(a) cents (0.04) (0.04) cents (0.21) (0.21) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. Page 41 of 78 Consolidated statement of financial position As at 30 June 2021 ASSETS Current assets Cash and cash equivalents Trade and other receivables Prepayments Total current assets Non-current assets Plant and equipment Exploration and evaluation, development and mine properties Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Provisions Total current liabilities Non-current liabilities Other financial liabilities Total non-current liabilities Total liabilities Net assets EQUITY Share capital Reserves Accumulated losses Equity attributable to owners of West Wits Mining Limited Non-controlling interests Total equity Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 Notes 8(a) 9 8(b) 8(c) 8(d) 10(a) 10(b) 973 262 10 1,245 16 14,229 14,245 15,490 2,336 70 103 2,509 59 59 2,568 12,922 1,202 32 2 1,236 5 10,847 10,852 12,088 2,875 111 154 3,140 1,805 1,805 4,945 7,143 45,239 (1,938) (24,455) 18,846 (5,924) 12,922 38,406 (1,207) (24,115) 13,084 (5,941) 7,143 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. Page 42 of 78 Consolidated statement of changes in equity For the year ended 30 June 2021 Consolidated entity Balance at 30 June 2019 Attributable to owners of West Wits Mining Limited Notes Share capital $'000 36,963 Other reserves $'000 (444) Accumulated losses $'000 (22,447) Non- controlling interests $'000 (5,385) Total $'000 14,072 Total equity $'000 8,687 Loss for the year from operations Other comprehensive income/(loss) Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Vesting of share-based payments for options issued Vesting of share-based payments for performance rights issued 10(a) 10(b)(i) 10(b)(ii) - - - 1,443 - - - (1,668) (1,668) (245) (1,913) (884) (884) - (884) (311) (1,195) (1,668) (2,552) (556) (3,108) - 90 31 1,443 121 - - - - 1,443 90 31 1,564 - - - - 1,443 90 31 1,564 Balance at 30 June 2020 38,406 (1,207) (24,115) 13,084 (5,941) 7,143 Loss for the year from operations Other comprehensive income/(loss) Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Conversion of Convertible Note Bonuses paid by issue of shares under ESOP Vesting of share-based payments for options issued Exercised options fair value transfer from reserve to issued capital Vesting of share-based payments for performance rights issued Options lapsed during the period Performance rights lapsed during the period 10(a) 10(a) 11(a) 11(b) - - - - (233) (233) (341) - (341) (341) (233) (574) (202) 219 17 (543) (14) (557) 4,582 1,574 180 - - - - 2 484 (484) 13 - - (13) (2) (1) 6,833 (498) - - - (2) - - 2 1 1 4,582 1,574 180 - - - - - 6,336 - - - - - - - - - 4,582 1,574 180 - - - - - 6,336 Balance at 30 June 2021 45,239 (1,938) (24,455) 18,846 (5,924) 12,922 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. Page 43 of 78 Consolidated statement of cash flows For the year ended 30 June 2021 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Net cash outflow from operating activities Cash flows from investing activities Payments for exploration Net cash outflow from investing activities Cash flows from financing activities Proceeds from issues of shares Capital raising costs Proceeds from issue of convertible notes Repayment of borrowings Payment of interest on borrowings Net cash inflow from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of period Notes Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 14(a) 10(a) 10(a) - (1,900) (1,900) (2,709) (2,709) 4,821 (239) - (41) (108) 4,433 (176) 1,202 (53) 973 2,006 (3,359) (1,353) (300) (300) 1,535 (253) 1,441 - (73) 2,650 997 175 30 1,202 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. Page 44 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 1 Summary of significant accounting policies This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements to the extent they have not already been disclosed in the other notes above. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the group consisting of West Wits Mining Limited and its subsidiaries. (a) Basis of preparation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial statements of the Group comply with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The financial statements cover the Group of West Wits Mining Limited and controlled entities (the “Group” or “group”). West Wits Mining Limited is a listed for profit public company, incorporated and domiciled in Australia. (i) Reporting basis and conventions The financial statements have been prepared on an accruals basis and are based on historical costs. The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial statements. The accounting policies have been consistently applied, unless otherwise stated. (b) Going concern For the year ended 30 June 2021, the Group has reported a net loss after income tax and before eliminating non- controlling interests of $0.54 million (2020: $1.91 million) and net operating cash outflows of $1.9 million (2020: $1.43 million). As of 30 June 2021, the Group had $0.97 million cash at bank (2020: $1.20 million), and net current liabilities of $ 1.3 million (2020: $1.9 million). As announced to the ASX on 10 August 2021, the Group completed a share placement to raise $7 million (before costs) via the issue of 117 million new fully paid ordinary shares at $0.06 (6 cents) per share and 70.1 million options with an exercise price of $0.12 (12 cents) and expiry date 10 August 2022. On this basis, the Board has assessed the going concern basis is appropriate. (c) New accounting standards and interpretations (i) Amendments to AASBs and the new Interpretation that are mandatorily effective for the current reporting period The Consolidated Entity has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current year. All new accounting standards required which are mandatory for current accounting period were adopted. The adoption of all the new and revised Standards and Interpretations has not resulted in any material changes to the Consolidated Entity’s accounting policies and has no material effect on the amounts reported for the current or prior years. (d) Accounting policies (i) Principles of consolidation A controlled entity is any entity West Wits Mining Limited has the power to control the financial and operating policies of, so as to obtain benefits from its activities. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Controlled entities are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. A list of controlled entities is contained in Note 12 to the financial statements. Page 45 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (i) Principles of consolidation (continued) All inter-company balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the Company. Where controlled entities have entered or left the Group during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased. Non-controlling interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial statements. (ii) Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (iii) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Critical estimates and assumptions: In calculating the provision of rehabilitation and restoration in relation to the mining production activities in South Africa, a degree of estimation and judgement was applied to quantify the amount of potential costs required at the end of the project life. (iv) Employee benefits Provision is made for the Group's liability for employee benefits arising from services rendered by employees up to the end of the reporting period. Short-term and Long-term employee benefits: A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognised in respect of short-term employee benefits, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of long-term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Company in respect of services provided by employees up to reporting date. (v) Interest income and other income Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other income is recognised when it is received or when the right to receive payment is established. All income is stated net of the amount of goods and services tax (GST) or value added tax (VAT). Page 46 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (vi) Income Tax Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. The charge for current income tax expense is based on the profit adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the end of the reporting period. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. (vii) Goods and Services Tax (GST)/ Value Added Tax (VAT) Income, expenses and assets are recognised net of the amount of GST/VAT, except where the amount of GST/VAT incurred is not recoverable from the Taxation Authority. In these circumstances the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST/VAT. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST/VAT component of investing and financing activities, which are disclosed as operating cash flows. (viii) Impairment of Non-Financial Assets At the end of each reporting period, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the statement of profit or loss and other comprehensive income. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Page 47 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (continued) (ix) Leases Since AASB 16 has come to effect, any new contracts entered into on or after 1 July 2019, the group considers whether a contract is, or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. To apply this definition the group assesses whether the contract meets three key evaluations which are whether: • • • the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Company, the Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract, the Company has the right to direct the use of the identified asset throughout the period of use. The Company assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • • • • fixed payments (including in-substance fixed payments), less any lease incentives receivable, amounts expected to be payable by the lessee under residual value guarantees, the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the group’s incremental borrowing rate. Right-of-use assets are measured at cost comprising the following: • • • • the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date, less any lease incentives received, any initial direct costs, and restoration costs. Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. (x) Trade and other payables Liabilities for trade creditors and other amounts are initially recognised at the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Group. They are subsequently measured at amortised cost. Payables to related parties are measured at fair value initially then subsequently measured at amortised cost using effective interest method. Interest, when charged by the lender is recognised as an expense on an accruals basis. Page 48 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (continued) (xi) Foreign currency transactions and balances Functional and presentation currency The functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency. Transaction and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is recognised in the statement of profit or loss and other comprehensive income. Group companies The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows: • assets and liabilities are translated at year-end exchange rates prevailing at the end of the reporting period; • income and expenses are translated at average exchange rates, which approximate the rate at the date of the transaction, for the period; and retained earnings are translated at the exchange rates prevailing at the date of the transaction. • Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the statement of profit or loss and other comprehensive income in the period in which the operation is disposed. (xii) Exploration and development expenditure Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is an uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Page 49 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (continued) (xii) Exploration and development expenditure (continued) Critical estimates and assumptions: Exploration and evaluation costs have been capitalised on the basis that the consolidated entity will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made. The Directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information and that capitalised exploration costs are expected to be recovered either through successful development or sale of the relevant mining interest. (xiii) Contributed equity Ordinary shares and unissued share options are classified as issued capital. Ordinary issued capital is recognised at the fair value of the consideration received by the Company. Any transaction costs directly attributable to the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. (xiv) Share-based payments Equity settled share-based payments are measured at fair value at the date of grant. Fair value for shares and listed options is measured using market value. Fair value for unlisted options is measured by use of the Black-Scholes model. The expected life used in the model has been adjusted, based on management's best estimate for the effects of non- transferability or exercise restrictions. The Black-Scholes option pricing model also takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. Critical estimates and assumptions: The value attributed to share options issued is an estimate calculated using an appropriate mathematical formula based on an option pricing model. The choice of models and the resultant option value require assumptions to be made in relation to the likelihood and timing of the conversion of the options to shares and the value of volatility of the price of the underlying shares. (xv) Earnings per share Basic earnings/(losses) per share is calculated by dividing the profit/loss attributable to the owners excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. (xvi) Revenue from mining production Revenue from mining production is recognised at a point in time when control over the gold ores is passed to the customer. The performance obligation is satisfied when the quantity of gold ores produced is verified and certified by both the customer and the company. A trade receivable is recognised at the date of sale and payment is made by the customer within no more than 30 days from the sale date. Page 50 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (continued) (xvi) Revenue from mining production (continued) The contract is entered into and the transaction price is determined based on the quantity of ores produced at a pre- determined unit price and there are no further adjustments to this price. There are no other performance obligations (unsatisfied or partially unsatisfied), other than already disclosed requiring disclosure. (xvii) Investments in associates and joint arrangements Associates are those entities over which the Group is able to exert significant influence but which are not subsidiaries. A joint venture is an arrangement that the Group controls jointly with one or more other investors, and over which the Group has rights to a share of the arrangement’s net assets rather than direct rights to underlying assets and obligations for underlying liabilities. A joint arrangement in which the Group has direct rights to underlying assets and obligations for underlying liabilities is classified as a joint operation. Investments in associates and joint ventures are accounted for using the equity method. Interests in joint operations are accounted for by recognising the Group’s assets (including its share of any assets held jointly), its liabilities (including its share of any liabilities incurred jointly), its revenue from the sale of its share of the output arising from the joint operation, its share of the revenue from the sale of the output by the joint operation and its expenses (including its share of any expenses incurred jointly). Any goodwill or fair value adjustment attributable to the Group’s share in the associate or joint venture is not recognised separately and is included in the amount recognised as investment. The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group. Unrealised gains and losses on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment. Critical estimates and assumptions: The arrangement in relation to the Kimberley Central Open Pit tenement requires the directors to exercise a degree of judgement to conclude that the two partners have direct rights to the assets of the partnership and are jointly and severally liable for the liabilities incurred by the partnership. This arrangement is therefore classified as a joint operation and the Group recognises its direct right to the jointly held assets, liabilities, revenues and expenses. Page 51 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 2 Operating segments (a) Segment results The Group operates in one operating segment being mining and exploration. Discussions with TME Group Pte Ltd and other interested parties for the Company’s divestment of the Derewo Project, held by West Wits Indonesian subsidiary, PT Madinah Quarataa’n (“PTMQ”), has not progressed significantly during the year ended 30 June 2021. Whilst the Company is committed to the disposal of the Derewo Project, it has been determined the probability of disposal does not suitably meet the criteria to continue to classify the Indonesian segment as a discontinued operation. PTMQ has been re-classified as continuing operations which reintroduces the Indonesian segment within the segment note. As a result, the Group’s activities can be divided into three reportable segments based on reports received and reviewed by the Board. The three reportable segments are based on three distinct geographical locations, South Africa, Indonesia and Australia. Mining and exploration activities are carried out only on the South African segments; whereas the Australian segment reflects only the administrative arm of the business that supports the mining and exploration activities in the other geographical location. Consolidated entity 2021 External sales Other income Total Segment Result Gain / (Loss) South Africa $'000 Indonesia $'000 Australia $'000 - 59 59 324 - - - - - 19 19 (867) Total $'000 - 78 78 (543) The segment information provided to the Board for the reportable segments for the year ended 30 June 2020 is as follows: Consolidated entity 2020 External sales Other income Total Segment Result South Africa $'000 Indonesia $'000 Australia $'000 142 139 281 (448) - - - (156) - 32 32 (1,309) Total $'000 142 171 313 (1,913) (b) Segment assets Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment and the physical location of the asset. South Africa Indonesia Australia Total segment assets Page 52 of 78 Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 11,457 - 4,033 15,490 8,077 - 4,011 12,088 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 2 Operating segments (continued) (c) Segment liabilities Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on the operations of the segment and the physical location of the asset. South Africa Indonesia Australia Total segment liabilities Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 580 1,815 173 2,568 818 1,923 2,204 4,945 (d) Other segment information During the year ended 30 June 2021, there was no operating revenue. In the year ended 30 June 2020, there was one major customer who contributed to 100% of the group's revenue from our mining production activities in South Africa. 3 Revenue from contract with customers (a) Disaggregation of revenue from contracts with customers The group only derives revenue from the transfer of goods at a point in time (i.e. sale of gold bearing ore) and revenue from contracts with customers is only generated from the South Africa segment, as disclosed in note 2(a): Timing of revenue recognition • At a point in time • Over time Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 - - - 142 - 142 Page 53 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 4 Income tax expense (a) Numerical reconciliation of income tax expense to prima facie tax payable Loss from operations before income tax expense Tax at the Australian tax rate of 26% (2020 - 27.5%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Impairment expense Subtotal Current year tax benefit not recognised Income tax expense 5 Key management personnel disclosures Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 (543) 141 (1,757) 483 - 141 (141) - 14,980 - 483 (483) - 1,390 The aggregate compensation made to Directors and other members of key management personnel of the group is set out below: Short-term employee benefits Post-employment benefits Share-based payments (a) Transactions with other related parties Consolidated entity 30 June 2021 $ 635,732 16,050 112,109 763,891 30 June 2020 $ 559,147 13,014 235,924 808,085 The following transactions occurred with related parties: Consolidated entity Sales and purchases of goods and services Legal fees that were paid to QR Lawyers, a Director related entity to Mr Michael Quinert Rental expense paid to Brickwick Pty Ltd, a Director related entity to Mr Michael Quinert Legal fees that were paid to Malan Scholes Attorneys, a Director related entity to Mr Hulme Scholes Consultancy fees that were paid to MERA Advisers, a Director related entity to Mr Hulme Scholes Consultancy fees paid to Kenosis Capital LLC, a related entity to Mr Peter O’Malley 30 June 2021 $ 30 June 2020 $ 54,164 78,776 42,400 8,100 90,365 74,666 2,835 - 60,022 104,243 Page 54 of 78  6 Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) Remuneration of the auditor of the parent entity for: Audit services and review of financial statements Remuneration of other auditors of subsidiaries for: Audit services and review of financial statements Total remuneration for audit and other assurance services 7 Loss per share (a) Basic & diluted loss per share Consolidated entity 2021 $ 42,500 13,958 56,458 2020 $ 42,000 17,392 59,392 Consolidated entity 30 June 2021 Cents 30 June 2020 Cents Loss per share for loss attributable to the ordinary equity holders of the Group: Basic earnings per share Diluted earnings per share (0.04) (0.04) (0.21) (0.21) (b) Reconciliation of loss used in calculating earnings per share Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 Loss attributable to the ordinary equity holders of the Group used in calculating basic & diluted earnings per share: From operations (543) (1,913) Page 55 of 78  7 Loss per share (continued) (c) Weighted average number of shares used as the denominator West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) Consolidated entity 2021 Number 2020 Number Weighted average number of ordinary shares used as the denominator in calculating basic loss per share 1,243,746,364 919,064,924 The outstanding share options and performance rights for 30 June 2021 and the comparative year are considered to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation. 8 Financial assets and financial liabilities (a) Trade and other receivables Current assets Trade receivables Other receivables (b) Trade and other payables Current liabilities Payables to creditors and employees Accrued expenses Trade payables are unsecured and are usually paid within 30 days of recognition. (c) Provisions Provisions Provision for rehabilitation and restoration in relation to the mining production in South Africa Others Page 56 of 78 Consolidated entity 30 June 2021 $'000 - 262 262 30 June 2020 $'000 17 15 32 Consolidated entity 30 June 2021 $'000 1,184 1,152 2,336 30 June 2020 $'000 1,389 1,486 2,875 Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 65 38 103 147 7 154  8 Financial assets and financial liabilities (continued) (d) Other financial liabilities Non-current liabilities Convertible notes (i) Other financial liability (i) convertible notes 2021 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 - 59 59 1,740 65 1,805 Convertible Note Holder, Wingfield Capital Partners LLC (Wingfield”), elected to convert 100% of the 1M convertible notes (“Notes”) on the 12-month anniversary from the issue of Tranche 1 Notes. The Notes had an aggregate face value of USD1.17M (AUD 1.51M) on the date of conversion to fully paid ordinary shares at the conversion price of USD 0.007 (US cents per share). Conversion 100% of the Notes to equity transferred the debt balance to equity during the period. The revaluation of the Notes from 30 June 2020 to the date of conversion resulted in a gain of (AUD $0.2 million) which was recognised in the profit or loss. The Notes accrued interest at a rate of 12% per annum, interest payable of USD 95,270 (AUD 107,608) on the milestone was repaid in cash during the period. Tranche 1 – 400,000 convertible notes Convertible notes Gold price option (derivative liability) Foreign currency (derivative liability) Interest accrued in arrears Tranche 2 – 600,000 convertible notes Convertible notes Gold price option (derivative liability) Foreign currency (derivative liability) Interest accrued in arrears Initial recognition $'000 506 71 18 - 595 Initial recognition $'000 784 107 27 - 918 Revaluation as at 30 June 2020 Balance as at 30 June 2021 $'000 583 82 24 7 696 $'000 - - - - - Revaluation as at 30 June 2020 Balance as at 30 June 2021 $'000 874 123 37 10 1,044 $'000 - - - - - As a result of the revaluation as of 30 June 2020, a loss of AUD $0.2 million was recognised in profit or loss. Page 57 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 9 Exploration and evaluation, development and mine properties Consolidated entity At 1 July 2019 Cost or fair value Year ended 30 June 2020 Opening net book amount Additions Performance rights capitalised Exchange differences Closing net book amount at 30 June 2020 Consolidated entity At 1 July 2020 Cost or fair value Year ended 30 June 2021 Opening net book amount Additions Performance rights capitalised Exchange differences Closing net book amount at 30 June 2021 Rand & DRD Leases $'000 Tambina Gold Project $'000 Mt Cecelia Project $'000 Total $'000 8,766 1,789 1,189 11,744 8,766 290 17 (1,214) 7,859 1,789 1 - - 1,790 1,189 9 - - 11,744 300 17 (1,214) 1,198 10,847 Rand & DRD Leases $'000 Tambina Gold Project $'000 Mt Cecelia Project $'000 Total $'000 7,859 1,790 1,198 10,847 7,859 2,354 - 673 10,886 1,790 4 - - 1,794 1,198 351 - - 10,847 2,709 - 673 1,549 14,229 Page 58 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 10 Equity (a) Share capital Ordinary shares Fully paid Total share capital 30 June 2021 Shares 30 June 2020 Shares 1,401,056,405 1,401,056,405 1,023,126,278 1,023,126,278 30 June 2021 $'000 45,239 45,239 (i) Movements in ordinary shares: Details Balance at 1 July 2019 Shares issued during the year Less: Transaction costs arising on share issues Balance at 30 June 2020 Shares issued during the year Add: Exercised options fair value transfer from reserve to issued capital Less: Transaction costs arising on share issues Balance at 30 June 2021 Number of shares (in thousands) 800,031 223,095 1,023,126 377,930 1,401,056 Details of shares issued Date 20/08/2020 28/10/2020 12/11/2020 12/11/2020 12/11/2020 20/11/2020 27/11/2020 16/03/2021 30/03/2021 28/10/2020 20/11/2020 8/01/2021 8/01/2021 8/01/2021 2/03/2021 Details Issue of ordinary shares to provide working capital to support the Company’s activities pending the anticipated grant of the Company’s mining right for its WBP Exercise of options Exercise of options Exercise of options Exercise of options Exercise of options Exercise of options Exercise of options Exercise of options Shares issued for Cash Payment Performance Rights vested Shares issued in lieu of cash bonus under ESOP Performance Rights vested Shares issued in lieu of cash bonus under ESOP Shares issued as performance bonus under ESOP Conversion of convertible notes Shares Based Payments Total Shares Issued No. of shares Unit price ($) 0.021 0.050 0.050 0.050 0.012 0.012 0.050 0.015 0.050 0.002 0.019 0.001 0.069 0.069 0.009 161,940,477 9,225,059 4,595,263 3,000,000 1,500,000 2,500,000 3,000,000 5,500,000 6,000,000 197,260,799 1,750,000 5,517,543 4,700,000 801,749 300,000 167,600,036 180,669,328 377,930,127 Page 59 of 78 30 June 2020 $'000 38,406 38,406 $'000 36,963 1,696 (253) 38,406 6,587 484 (239) 45,239 $'000 3,401 461 229 150 18 30 150 82 300 4,821 9 105 3 55 20 1,574 1,766 6,587 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 10 Equity (continued) (a) Share capital (continued) (ii) Ordinary shares Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. (b) Reserves Foreign currency translation reserve Shared-based payment reserve – options 11(a) Shared-based payment reserve – performance rights 11(b) Consolidated entity 30 June 2021 $'000 (3,707) 1,760 9 (1,938) 30 June 2020 $'000 (3,483) 2,245 31 (1,207) West Wits Monarch (Pty) Ltd and Mining & Mineral Reclamation Services (Pty) Ltd were disposed of during the reporting period for ZAR 1 (AU$ 0.10), both subsidiaries were dormant and had nil carrying value at the time of disposal. The consolidated group carried AUD 760k of unrealised FX gains in the Foreign Currency Translation Reserve for West Wits Monarch (Pty) Ltd which was cleared to nil with the resulting gain being recycled through the Statement of Profit or Loss and Other Comprehensive Income. 11 Share-based payment (a) Issue of Options Opening balance Options issued Options exercised Options expired Amortisation of share-based payments for options issued in prior periods Closing balance 2021 30 June 2021 Number of Options 67,500,000 - (35,320,322) (179,678) - 32,000,000 30 June 2020 Number of Options 52,000,000 15,500,000 - - - 67,500,000 30 June 2021 $'000 2,245 - (484) (3) 2 1,760 30 June 2020 $'000 2,155 58 - 32 2,245 No options were issued during the financial year 2021. 2,500,000 options issued on the 18 December 2019 with an exercise price of AUD 1.2 cents and expiry date of 18/12/2023 vested on 18 September 2020. The amortised cost during the reporting period was $2k and recognised in the share-based payments. 2020 The value attributed to share options and remuneration shares issued is an estimate calculated using an appropriate option-pricing model. The choice of models and the resultant option value require assumptions to be made in relation to the volatility of the price of the underlying shares. Page 60 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 11 Share-based payment (continued) (a) Issue of Options (continued) The 10,000,000 equity settled options were issued to Directors as per the ASX announcement on 18 December 2019 and related shareholder approval obtained at the AGM on 29 November 2019. The exercise price for the 10 million options is at AUD 1.2 cents per option. 7.5 million options fully vested on the 18 December 2019, with the remaining 2.5 million options vesting 9 months after the issue date. The assessed fair value of options at grant date was determined using the Black-Scholes option valuation model that takes into account the exercise price, term of the option (48 months), security price at grant date and expected price volatility of the underlying security (112%), the expected dividend yield (0.00%), and the risk-free interest rate (0.65%) for the term of the security. The volatility was based on analysing the Group's historical trading data for the last 24 months up to and including the valuation date. The 5,500,000 equity settled options were issued to Directors as per the ASX announcement on 15 January 2020. The exercise price for the 5.5 million options is at $1.5 cents per option. 2.2 million options fully vested on 3 February 2020, with the remaining 3.3 million options vested on 2 March 2020. The assessed fair value of options at grant date was determined using the Black-Scholes option valuation model that takes into account the exercise price, term of the option (24 months), security price at grant date and expected price volatility of the underlying security (118%), the expected dividend yield (0.00%), and the risk-free interest rate (0.81%) for the term of the security. The volatility was based on analysing the Group's historical trading data for the last 24 months up to and including the valuation date. The Option-value model inputs during the year 30 June 2020 included: Grant date 29/11/2019 Expiry date 18/12/2023 15/01/2020 02/02/2022 15/01/2020 02/03/2022 Exercise price ($) 0.012 0.015 0.015 No. of options ‘000 10,000 2,200 3,300 Share price at grant date ($) Expected volatility Dividend yield Risk free interest rate FV at Grant date per option ($) 0.005 0.010 0.010 112% 118% 0.00% 0.00% 118% 0.00% 0.65% 0.81% 0.81% 0.0031 0.0052 0.0053 Share-based payment expense of $2k recognised relating to options issued in prior year which vested during the current financial year (2020: $32k). Options exercised or expired during the financial year 2021 (2020: nil): Grant date 15/11/2017 21/11/2017 21/11/2017 04/12/2017 21/11/2017 29/11/2019 15/01/2020 15/01/2020 Quantity ‘000 10,000 10,000 12,000 3,000 17,000 10,000 2,200 3,300 67,500 Expiry date 14/11/2020 30/11/2020 03/12/2022 03/12/2022 29/01/2023 18/12/2023 02/02/2022 01/03/2022 Exercise price ($) 0.050 0.050 0.050 0.050 0.050 0.012 0.015 0.015 Fair value at grant date per option ($) 0.0170 0.0170 0.0190 0.0190 0.0170 0.0031 0.0052 0.0053 2021 Exercised ‘000 Transfer to Equity $'000 2021 Expired ‘000 (9,820) (10,000) (6,000) - - (4,000) (2,200) (3,300) (35,320) (161) (170) (111) - - (13) (11) (17) (484) (180) - - - - - - - (180) FV through P&L $'000 (3) - - - - - - - (3) Page 61 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 11 Share-based payment (continued) (a) Issue of Options (continued) As at 30 June 2021, the following unlisted options are in existence: Series Issued 21/11/2017 04/12/2017 30/01/2018 18/12/2019 Quantity ‘000 6,000 3,000 17,000 6,000 32,000 (b) Performance Rights Grant date 21/11/2017 04/12/2017 21/11/2017 29/11/2019 Expiry date 03/12/2022 03/12/2022 29/01/2023 18/12/2023 Exercise price ($) 0.050 0.050 0.050 0.012 Fair value at grant date per option ($) 0.0190 0.0190 0.0170 0.0031 Opening balance Performance rights issued and expensed Performance rights issued and capitalised Performance Rights converted to equity Performance Rights lapsed Change in Carrying Fair Value at reporting date Closing balance 2021 30 June 2021 Performance Rights ‘000 24,500 - - (6,450) (2,300) - 15,750 30 June 2020 Performance Rights ‘000 - 11,600 12,900 - - - 24,500 30 June 2021 $'000 31 (13) (1) (8) 9 30 June 2020 $'000 - 14 17 - - 31 No performance rights were issued during the financial year 2021. 6,450,000 Performance Rights converted to fully paid ordinary shares upon the performance condition being met during the reporting period resulting in $13k transfer to equity. 2,300,000 Performance Rights lapsed as the performance condition was not met by the relevant expiry date. Management assessed the probability of the non-market conditions being satisfied, the combined impact on the carrying fair value at 30 June 2021 resulted in a gain of ($8k) through the Profit or Loss. 2020 The 24,500,000 equity settled performance rights were issued to Management as per the ASX announcement on 18 December 2019 and related shareholder approval obtained at the AGM on 29 November 2019. Page 62 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 11 Share-based payment (continued) (b) Performance Rights (continued) During the financial year 2020, the following performance rights were issued Grant date Details 29/11/2019 Issued performance rights to directors No. of shares 11,600,000 11,600,000 2020 Share-based payment expense $'000 14 14 Performance rights amounted to $16,800 were capitalised as part of exploration assets during the 2020 financial year. Management has assessed the probability of the non-market conditions being satisfied. The table below details performance hurdles, relevant dates and conditions of the rights and movement in the carrying value for the reporting period: Number issued ‘000 Expiry date Fair value (FV) for each PR at grant date ($) Total FV recorded at 30 June 2020 ($) Probability of non-market performance condition occurring 2021 PR Exercised to Equity FV to P&L 2021 ($) Total FV recorded at 30 June 2021 ($) 4,700 31/12/2020 0.0009 4,183 Converted (4,183) 3,800 31/12/2021 0.0012 4,560 3,100 31/12/2022 0.0016 4,836 N/A N/A - - - - - - 4,560 4,836 1,750 30/06/2021 0.0050 3,150 Converted (8,750) 5,600 1,750 31/12/2021 0.0050 875 0% 2,300 30/06/2021 0.0050 1,150 Lapsed 3,200 30/06/2022 0.0050 4,800 0% - - - (875) (1,150) (4,800) - - - - 3,900 24,500 30/06/2023 0.0050 6,825 30,379 0% - (12,933) (6,825) (8,050) - 9,396 Performance Hurdle 30-day VWAP of $0.015 at 31/12/2020 30-day VWAP of $0.028 at 31/12/2021 30-day VWAP of $0.042 at 31/12/2022 Expanding the JORC Resource by 600,000oz at a grade of at least 3g/t by 30/06/2021 Delineating a total of 650,000 ounces of gold reserves (in accordance with JORC 20121) at a grade of at least 3g/t Au by 31/12/2021 Achieving annualised production of 5,500oz of gold per annum over a consecutive period of 3-months in the 12- months to 30/06/2021 Achieving annualised production of 25,000oz of gold per annum over a consecutive period of 3-months in 2022 calendar year Achieving annualised production of 45,000oz of gold per annum over a consecutive period of 3-months in 2023 calendar year TOTAL Page 63 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 12 Interests in other entities (a) Material subsidiaries The group’s principal subsidiaries at 30 June 2021 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business. Name of entity Place of business/ country of incorporation West Wits Mining SA (Pty) Ltd West Wits MLI (Pty) Ltd Mining & Mineral Reclamation Services (Pty) Ltd West Wits Monarch (Pty) Ltd NuGold Company Ltd (Hong Kong) PT. NuGold Indonesia PT. Madinah Qurrata'ain South Africa South Africa South Africa South Africa Hong Kong Indonesia Indonesia Ownership interest held by the group 2021 % 90 73.26 2020 % 90 74 - - 100 100 64 74 100 100 100 64 Ownership interest held by non-controlling interests 2021 % 10 26.74 - - - - 36 2020 % 10 26 26 - - - 36 All subsidiaries listed above operated in the mining and exploration industry. (i) Disposal of subsidiaries West Wits Monarch (Pty) Ltd and Mining & Mineral Reclamation Services (Pty) Ltd were disposed of during the reporting period for ZAR 1 (AU$ 0.10), both subsidiaries were dormant and had nil carrying value at the time of disposal. The consolidated group carried AUD 760k of unrealised FX gains in the Foreign Currency Translation Reserve for West Wits Monarch (Pty) Ltd which was cleared to nil via other comprehensive income. West Wits Monarch (Pty) Ltd – Balance Sheet Investment in West Wits Monarch (Pty) Ltd Foreign Currency Translation Reserve Accumulated Losses 30 June 2021 - - - 30 June 2020 (2,375) (760) 3,136 (ii) Significant restrictions Cash held by all South Africa subsidiaries is subject to exchange control regulations governed by the South African Reserve Bank (SARB). Ongoing approval by SARB is crucial to the transfer of cash funds into and out of South Africa. Page 64 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 12 Interests in other entities (continued) (b) Non-controlling interests (NCI) Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-Company eliminations. Summarised balance sheet Current assets Current liabilities Current net assets Non-current assets Non-current liabilities Non-current net assets Net assets Accumulated NCI Summarised statement of comprehensive income Profit / (Loss) for the period Other comprehensive income Total comprehensive income – Profit / (Loss) Loss allocated to NCI – Profit / (Loss) < blank header row > Summarised cash flows Cash flows used in operating activities Cash flows from investing activities Cash flows from financing activities Net increases/(decrease) in cash and cash equivalents South Africa Indonesia 30 June 2021 $'000 30 June 2020 $'000 30 June 2021 $'000 30 June 2020 $'000 575 580 (5) 10,882 - 10,882 10,877 1,739 233 818 (585) 7,844 - 7,844 7,259 1,998 - 1,756 (1,756) - 59 (59) (1,815) (1,470) - 1,858 (1,858) - 65 (65) (1,923) (1,518) South Africa Indonesia 30 June 2021 $'000 30 June 2020 $'000 30 June 2021 $'000 30 June 2020 $'000 324 (638) (314) 31 (448) 822 374 (614) - (108) (108) (48) (156) - (156) (56) South Africa Indonesia 30 June 2021 $'000 30 June 2020 $'000 30 June 2021 $'000 30 June 2020 $'000 (897) (2,354) 3,345 94 (846) (377) 1,362 139 - - - - - - - - (c) Transactions with non-controlling interests There have been no transactions with non-controlling interests during the year 2021 (2020: nil). Page 65 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 12 Interests in other entities (continued) (d) Joint operations West Wits MLI (Pty) Ltd, a subsidiary of the Group has a 50% interest in a joint arrangement called the Kimberley Central Open Pit which was set up as a partnership together with Elandiwave Pty Ltd (“Elandiwave”), a South Africa based company for mining production activities. The joint venture operation ceased production in the 2020 financial year, minor rehabilitation works continued during the 2021 financial year and have since been completed in the current reporting period which will concludes the joint arrangement. The principal place of business of the joint operation is in South Africa. 13 Contingent liabilities and contingent assets (a) Contingent liabilities The group had no contingent liabilities at 30 June 2021 (2020: nil). (b) Contingent assets The group had no contingent assets at 30 June 2021 (2020: nil). 14 Cash flow information (a) Reconciliation of loss after income tax to net cash inflow from operating activities Loss for the year Adjustments for: Depreciation and amortisation Impairment of assets Write Off of Bad Debts Share-based payments Change in FV of convertible note through profit and loss Other unrealised foreign exchange Interest expense on convertible notes Foreign Exchange on disposal of West Wits Monarch (Pty) Ltd Change in operating assets and liabilities: Decrease/(Increase) in accounts receivable (Increase)/Decrease in other current assets (Decrease)/Increase in accounts payable (Decrease)/Increase in provisions Net cash outflow from operating activities Page 66 of 78 Consolidated entity 30 June 2021 $'000 30 June 2020 $'000 (543) (1,913) 4 - (4) 131 (162) (59) 108 (760) (17) (8) (539) (51) (1,900) - 156 - 104 42 173 73 - 1,708 (2) (1,426) (341) (1,426) West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 15 Parent entity financial information (a) Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Balance sheet Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Shareholders' equity Issued capital Share-based payments reserve Accumulated losses Profit or loss for the year Total comprehensive income 30 June 2021 $'000 670 29,051 29,721 173 - 173 29,548 (21,978) 45,239 1,770 (17,461) 29,548 (485) (485) 30 June 2020 $'000 1,005 24,898 25,903 464 1,740 2,204 23,699 (21,764) 38,406 2,276 (16,983) 23,699 (653) (653) (b) Guarantees entered into by the parent entity West Wits Mining Ltd has not entered into any guarantees, in the current or previous financial year, in relation to the debts of its subsidiaries (2020: Nil). (c) Contingent liabilities of the parent entity The parent entity did not have any contingent liabilities as at 30 June 2020 or 30 June 2021. For information about guarantees given by the parent entity, please see above. (d) Contractual commitments for the acquisition of property, plant or equipment At 30 June 2021, West Wits Mining Ltd had not entered into any contractual commitments for the acquisition of property, plant and equipment (2020: nil). 16 Events occurring after the reporting period On 16th July 2021, South Africa’s Director General of Department of Mineral Resources and Energy granted the Company’s mining right application in terms of section 23(1) of the Mineral and Petroleum Resources Development Act, 2002 (Act 28 of 2002) for the Witwatersrand Basin Project (“WBP”), South Africa. On 10 August 2021, the Group completed a share placement to raise $7 million (before costs) via the issue of 117 million new fully paid ordinary shares at $0.06 (6 cents) per share to existing and new sophisticated and professional investors. 70.1 million options with an exercise price of $0.12 (12 cents) and expiry date 10 August 2022 were issued by way of attaching options to the placement (one option for every two shares) and issue of options to the lead Broker of the Placement (one option for every ten shares). On 2 September 2021, the Company released to the ASX results from the Definitive Feasibility Study on the first stage of development of the WBP. The study showed a Pre-tax NPV7.5 of US$150 million (AU$205m) and IRR of 35% at a Gold Price of US$1,750/oz. No other matters or circumstances have occurred subsequent to period end 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 subsequent financial years. Page 67 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 17 Capital management The Group's policy is to maintain a strong and flexible capital base to maintain investor, creditor and market confidence and to sustain future development of the business. The board monitors the return on capital, which the Group defines as total shareholders’ equity attributable to members of West Wits Mining Limited divided by the quantity of shares on issue. The Group is not subject to externally imposed capital requirements. 18 Financial risk management The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. Management have established risk management policies to identify and analyse the risks faced by the company and the group, to set appropriate risk limits and controls, and to monitor risk and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. (a) Market risk (i) Foreign exchange risk The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currency of each company within the group. The Group also has exposure to foreign exchange risk in the currency cash reserves it holds to meet subsidiary loan requirements. This is kept to an acceptable level by buying foreign currency at spot rates only to fund short term cash requirements. The Group's exposure to foreign exchange risk has not changed from the previous year. The Group does not make use of derivative financial instruments to hedge foreign exchange risk. Assets Liabilities Total exposure The following significant exchange rates applied during the year: Currency . ZAR IDR 30 June 2021 ZAR '000 123,606 (6,257) 117,348 IDR '000 0 (20,166,667) (20,166,667) Average Rate 2020 2021 30 June spot rate 2020 2021 11.4631 10,909 10.5244 9,836 10.7527 11,111 11.8624 10,000 Sensitivity The Group is exposed to the South African Rand (ZAR) and Indonesian Rupiah (IDR). The average annual movement in the AUD/ZAR and AUD/IDR exchange rate over the last 5 years was 8.4% for ZAR and 5.2% for IDR (2020: 6.6% for ZAR and 5.6% for IDR) based on the year-end spot rates. A fluctuation of 8.4% for ZAR and 5.2% for IDR against the AUD at 30 June would have changed the equity and loss by the amounts show below. This analysis assumes that all other variables, in particular interest rates, remain consistent. The analysis is performed on the same basis for 2020. Page 68 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 18 Financial risk management (continued) (a) Market risk (continued) (i) Foreign exchange risk (continued) Consolidated entity Sensitivity result Impact on post-tax profit Impact on other components of equity 2021 $'000 4 2020 $'000 39 2021 $'000 1,289 2020 $'000 638 The effect on equity is to the Foreign Currency Translation Reserve and Accumulated Losses. (ii) Price risk Exposure The Group is exposed to the risk of fluctuations in prevailing market commodity prices on gold however the Company did not have any production in current financial year or revenues. The Group’s has not established a formal policy to manage this risk. Management will continue to assess the gold price risk exposure to the Group’s future operations, implementing suitable operating & contract protocols as well as hedging options to mitigate the risks when required. (b) Credit risk (i) Risk management Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Group. Surplus cash is invested with financial institutions of appropriate credit worthiness and the amount of credit exposure to any one counter party is limited. The Group did not have any revenue from sales during the financial period. When in production, the Group has only one counter party for the sale of production output which limit’s the Group’s exposure to credit risk. The Groups operations The Group's maximum exposure to credit risk at the end of the reporting period is set out in the table below. The carrying amount of the financial assets represents the maximum credit risk exposure. Cash and cash equivalents Trade and other receivables Consolidated entity 30 June 2021 $'000 973 262 1,235 30 June 2020 $'000 1,202 32 1,234 (ii) Impairment of financial assets The group has one type of financial assets subject to the expected credit loss model: • trade receivables for mining production activities While cash and cash equivalents are also subject to the impairment requirements of AASB 9, the identified impairment loss was immaterial. Page 69 of 78 West Wits Mining Limited Notes to the financial statements 30 June 2021 (continued) 18 Financial risk management (continued) (b) Credit risk (continued) The group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected loss rates are based on the payment profiles of sales over a period since the commencement of its mining production until 30 June 2021 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. On that basis, the loss allowance as at 30 June 2021 from the ECL method was concluded as immaterial as the group had not written off any receivables. Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the group, and a failure to make contractual payments Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient assets to meet liabilities as they fall due. The Group is exposed to liquidity risk via the quantity and type of financial assets and liabilities it holds. The board ensures that the Group can meet its financial obligations as they fall due by maintaining sufficient reserves of cash, continuously monitoring forecast and actual cash flows, matching the maturity profiles of financial assets and liabilities, and identifying when they need to raise additional funding from the equity markets. The Group’s exposure to liquidity risk has remained unchanged from the previous year. (i) Maturities of financial instruments Contractual maturities of financial liabilities At 30 June 2021 Financial assets - cash flows realisable Cash and cash equivalents Trade and other receivables Financial liabilities due to payment Trade and other payables Borrowings & Other financial liabilities Due within 1 year $'000 Due within 1 to 5 years $'000 Total contractual cash flows $'000 Carrying amount (assets)/ liabilities $'000 Over 5 years $'000 973 262 1,235 - - (2,336) (70) (2,406) - (59) (59) - - - - - 973 262 1,235 973 262 1,235 (2,336) (129) (2,465) (2,336) (129) (2,465) Net inflow/(outflow) on financial instruments (1,171) (59) (1,230) (1,230) Page 70 of 78  18 Financial risk management (continued) (c) Liquidity risk (continued) Contractual maturities of financial liabilities At 30 June 2020 Financial assets - cash flows realisable Cash and cash equivalents Trade and other receivables Financial liabilities due to payment Trade and other payables Borrowings and other financial liabilities Due within 1 year Due within 1 to 5 years Over 5 years Total contractual cash flows $'000 $'000 $'000 $'000 Carrying amount (assets)/ liabilities $'000 1,202 32 1,234 - - - (2,875) (111) (2,986) - (1,805) (1,805) - - - - - - - 1,202 32 1,234 1,202 32 1,234 (2,875) (1,916) (4,791) (2,875) (1,916) (4,791) (3,557) (3,557) Net inflow/(outflow) on financial instruments (1,752) (1,805) Fair value The fair value of financial assets and liabilities equals to the carrying amounts shown in the statement of financial position due to the short-term nature of those financial assets and liabilities. Page 71 of 78 Directors' declaration In the Directors' opinion: (a) the financial statements and notes set out are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and (ii) (iii) give a true and fair view of the financial position as at 30 June 2021 and of the performance for the year ended on that date of the company and the Group; and comply with International Financial Reporting Standards as disclosed in Note 1 (b) (c) the Chairman and Chief Finance Officer have each declared that: (i) the financial records of the company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001; the financial statements and notes for the financial year comply with the Accounting Standards; and the financial statements and notes for the financial year give a true and fair view. (ii) (iii) in the Directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. Mr Michael Quinert Director Melbourne 30 September 2021 Page 72 of 78 West Wits Mining Limited Independent auditor’s report to members Report on the Audit of the Financial Report Opinion We have audited the financial report of West Wits Mining Limited. (the Company and its controlled entities (the Group)), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, and the directors’ declaration. In our opinion, the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year then ended; and (ii) 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. CARRYING VALUE OF EXPLORATION AND EVAUATION ASSETS Area of focus (Refer to notes 1 and 9) How our audit addressed it The Group has continued to incur exploration costs for their gold mining projects in Australia and South Africa. As these costs have been incurred over a number of years, there is a risk that the capitalisation of exploration and evaluation expenditure may no longer be appropriate. An impairment review is only required if an impairment trigger is identified. Due to the nature of the gold industry, indicators of impairment could include: — Changes to exploration plans; — Loss of rights to tenements; — Changes to reserve estimates; — Costs of extraction and production; or — Exchange rate factors. Based on management’s assessment the exploration areas in Australia and South Africa continue to meet the requirements for capitalisation at 30 June 2021. Our audit procedures included: — A review of the directors’ assessment of the criteria for the capitalisation of exploration expenditure and evaluation of whether an impairment charge is required; — Understanding and vouching the underlying contractual entitlement to explore and evaluate each area of interest, including an evaluation of the requirement to renew that tenement at its expiry; — Examining project spend per each area of interest and comparing this spend to the minimum expenditure requirements set out in the underlying tenement expenditure plan; and — Examining project spend to each area of interest to ensure that it is directly attributable to that area of interest. We also assessed the adequacy of the Group’s disclosures in respect of exploration costs in the financial report. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2021 but does not include the financial report and the 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 has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are 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 these financial statements. A further description of our responsibilities for the audit of these financial statements is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf This description forms part of our independent auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2021. In our opinion, the Remuneration Report of West Wits Mining Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136 A. A. Finnis Director Melbourne, 30 September 2021 Shareholder information The shareholder information set out below was applicable as at 28 September 2021. A. Distribution of ordinary fully paid shares All ordinary shares carry one vote per share. Holding 1 - 1000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Ordinary shares No. of holders 69 58 411 1,538 1,203 3,279 Total units 9,589 229,820 3,395,773 68,455,886 1,446,778,557 1,518,869,625 There were 518 holders of less than a marketable parcel of ordinary shares. B. Ordinary fully paid shareholders Top Twenty Ordinary fully paid shareholders The names of the twenty largest holders of quoted equity securities are listed below: Holding Ordinary shares WINGFIELD DURBAN DEEP LP CITICORP NOMINEES PTY LIMITED BNP PARIBAS NOMS PTY LTD DRD GOLD LIMITED KASTIN PTY LTD REALSTAR FINANCE PTY LTD TWYNAM INVESTMENTS PTY LTD BNP PARIBAS NOMINEES PTY LTD BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD DEBT MANAGEMENT ASIA CORPORATION DRYCA PTY LTD SUPERNOVA FUND PTY LTD MR REX ALEXANDER HOOD & MRS JANE FRANCES HOOD NATIONAL NOMINEES LIMITED MRS DIANNE BAILEY JOHN WARDMAN & ASSOCIATES PTY LTD MR CHRISTOPHER NORMAN SLEIGH MR NICHOLAS JAMES MARGETIC & MISS KYM DIANNE O'MALLEY MR PETER JOSEPH O'MALLEY MR SIMON JOHN WHYTE Number held 173,195,314 83,160,961 63,499,900 47,812,500 35,975,947 26,298,294 24,413,334 22,101,882 18,930,659 18,093,417 16,000,000 13,809,523 13,760,000 11,553,763 11,300,000 10,010,000 9,092,013 9,000,000 8,967,037 8,927,984 625,902,528 % 11.40% 5.48% 4.18% 3.15% 2.37% 1.73% 1.61% 1.46% 1.25% 1.19% 1.05% 0.91% 0.91% 0.76% 0.74% 0.66% 0.60% 0.59% 0.59% 0.59% 41.21% Listed options Class Listed options Quantity 70,071,972 Exercise price $0.12 Expiry Date 10-Aug-2022 Number of Holders 136 Page 77 of 78 Unquoted Equity Securities Unlisted options Class Unlisted options Unlisted options Unlisted options Other unquoted equity securities Performance rights C. Substantial holders Holding Wingfield Durban Deep LP D. Shareholder enquiries Quantity 9,000,000 17,000,000 6,000,000 Exercise price $0.050 $0.050 $0.012 Expiry Date 30-Nov-22 29-Jan-23 18-Dec-23 Number of Holders 2 2 2 Number on Issue Number of Holders 3 15,750,000 Ordinary shares Number held 173,195,314 % 11.40 Shareholders with enquiries about their shareholdings should contact the share registry: Automic Pty Ltd Level 5 126 Phillip Street Sydney NSW 2000 +61 2 9698 5414 www.automicgroup.com.au E. Change of address, change of name, consolidation of shareholdings Shareholders should contact the Share Registry to obtain details of the procedure required for any of these changes. F. Annual report Shareholders do not automatically receive a hard copy of the Company’s Annual Report unless they notify the Share Registry in writing. An electronic copy of the Annual Report can be viewed on the company’s website www.westwitsmining.com. G. Tax file numbers It is important that Australian resident Shareholders, including children, have their tax file number or exemption details noted by the Share Registry. H. CHESS (Clearing House Electronic Subregister System) Shareholders wishing to move to uncertified holdings under the Australian Securities Exchange CHESS system should contact their stockbroker. I. Uncertified share register Shareholding statements are issued at the end of each month that there is a transaction that alters the balance of an individual/company’s holding. J. Listing rule 4.10.19 disclosure The Company has used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives. Page 78 of 78 

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