Announcement PDF Litchfield Minerals Pty Ltd ACN 612 660 429 ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023 LITCHFIELD MINERALS PTY LTD DIRECTORS’ REPORT 1 The directors present their report on Litchfield Minerals Pty Ltd (“the Company”) for the financial year ending 30 June 2023. Directors The names of the directors in office at any time during, or since the end of, the year are: Matthew Pustahya (appointed 2 January 2019) Directors have been in office since the start of the financial period to the date of this report unless otherwise stated. Principal Activities The principal activities of the Company during the reporting period were copper and polymetallic exploration and evaluation activities. Review of operations The after-tax profit/loss of the Company for the financial period ended 30 June 2023 was $7,016. Significant Changes in the State of Affairs There were no significant changes in the company’s state of affairs occurred during the financial period. Events Subsequent to the End of the Reporting Period On 17 August 2023 the Company resolved to convert to a public company, the conversion of which is currently in process, and to split its capital on the basis of 1 share split into 8 shares. Other than as noted above there have been no significant events subsequent to year end that impact on the financial position or results of the Company in future periods. Likely Developments and Expected Results of Operations Likely developments in the operations of the company and the expected results of those operations in future financial years have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the company. Dividends No dividends were declared or recommended but not paid during the financial year. Environmental regulations The company is required to carry out its activities in accordance with the Mining Laws and regulations in the areas in which it undertakes its exploration activities. The company is not aware of any matter which requires disclosure with respect to any significant environmental regulation in respect of its operating activities. Options No options over issued shares or interests in the company were granted during the financial period. No shares were issued during or since the end of the period as a result of the exercise of an option over unissued shares or interests. Indemnifying officers and auditors During or since the end of the financial year the company has not indemnified or made a relevant agreement to indemnify an officer or auditor of the company or of any related body corporate against a liability incurred as such an officer or auditor. In addition, the company has not paid, or agreed to pay, a premium in respect of a contract insuring against a liability incurred by an officer or auditor. Proceedings on Behalf of Company No person has applied for leave of Court to bring proceedings on behalf of the company or 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 any part of those proceedings. The company was not a party to any such proceedings during the year ended 30 June 2023. LITCHFIELD MINERALS PTY LTD DIRECTORS’ REPORT 2 Information on Directors section in the Directors Report Mr Matthew Pustahya – Managing Director Matthew Pustahya has been involved in prospecting some of Australia’s most prospective metalliferous terrains for 15 years. He is experienced in the ground up approach in private minerals exploration, having success in both private and public exploration transactions. Matthew has spent many of his working years in senior management positions in the Australian tech industry, specifically within the VC and incubator space. He holds a Master of Business from Macquarie Graduate School of Management. Directors' Meetings During the financial period 0 meeting of directors (including committees of directors) were held. Attendances by each director during the year were as follows: Directors Eligible to Attend Attended - - - - - - Auditor’s Independence Declaration The auditor’s independence declaration as required under s307C of the Corporations Act 2001 has been received and can be found on page 4. This directors’ report is signed in accordance with a resolution of the Board of Directors: Director Dated this 4th September 2023 LITCHFIELD MINERALS PTY LTD DIRECTORS’ DECLARATION 3 In accordance with a resolution of the directors of Litchfield Minerals Pty Ltd the directors of the Company declare that: 1. The financial statements and notes, as set out on pages 5 to 19, are in accordance with the Corporations Act 2001 and: a. comply with Australian Accounting Standards which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards; and b. give a true and fair view of the financial position as at 30 June 2023 and of the performance for the year ended on that date of the Company. 2. 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. __________________________________ Director Dated this 4th day of September 2023 4 Moore Australia Audit (WA) – ABN 16 874 357 907. An independent member of Moore Global Network Limited - members in principal cities throughout the world. Liability limited by a scheme approved under Professional Standards Legislation. Moore Australia Audit (WA) Level 15, Exchange Tower, 2 The Esplanade, Perth, WA 6000 PO Box 5785, St Georges Terrace, WA 6831 T +61 8 9225 5355 F +61 8 9225 6181 www.moore-australia.com.au AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF LITCHFIELD MINERALS PTY LTD I declare that, to the best of my knowledge and belief, during the year ended 30 June 2023, there have been: a) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit, and b) no contraventions of any applicable code of professional conduct in relation to the audit. NEIL PACE MOORE AUSTRALIA AUDIT (WA) PARTNER CHARTERED ACCOUNTANTS Signed at Perth this 4th day of September 2023. LITCHFIELD MINERALS PTY LTD STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2023 5 Notes 30 June 2023 30 June 2022 $ $ Revenue - - Administration Expenses (7,016) (728) Exploration and Evaluation - - Profit/(Loss) Before Income Tax Expense 2 (7,016) (728) Income tax expense 3 - - Profit/(Loss) for the year (7,016) (728) Other comprehensive income - - Total comprehensive Profit/(Loss) for the year (7,016) (728) Profit/Loss for the year attributable to owners of the Company (7,016) (728) Total comprehensive profit/loss attributable to owners of the Company (7,016) (728) The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. LITCHFIELD MINERALS PTY LTD STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2023 6 Notes 30 June 2023 30 June 2022 $ $ ASSETS CURRENT ASSETS Cash at bank 46,973 100 TOTAL CURRENT ASSETS 46,973 100 NON-CURRENT ASSETS Mineral exploration and evaluation 4 197,808 44,660 TOTAL NON-CURRENT ASSETS 197,808 44,660 TOTAL ASSETS 244,781 44,760 LIABILITIES Trade and other payables 5 - - Loans payable to shareholders 52,425 45,388 TOTAL CURRENT LIABILITIES 52,425 45,388 NON-CURRENT LIABILITIES - - TOTAL NON-CURRENT LIABILITIES - - TOTAL LIABILITIES 52,425 45,388 NET ASSETS/(LIABILITIES) 192,356 (628) EQUITY Issued capital 6 200,100 100 Reserves - - Accumulated losses (7,744) (728) TOTAL EQUITY 192,356 (628) The above Statement of Financial Position should be read in conjunction with the accompanying notes. LITCHFIELD MINERALS PTY LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2023 7 Attributable to owners of the Company Issued Capital Accumulated Losses Reserves Total Notes $ $ $ $ Balance at beginning of the period 100 - - 100 (Loss) for the period - (728) - (728) Total comprehensive profit/loss for the period - (728) (628) Ordinary shares issued during the period - - - - Transfer of rights during the period - - - - Balance at 30 June 2022 100 (728) - (628) (Loss) for the period - (7,016) - (7,016) Total comprehensive profit/loss for the period - (7,016) (7,016) Ordinary shares issued during the period 200,000 - - 200,000 Transfer of rights during the period - - - - Balance at 30 June 2023 200,100 (7,744) - 192,356 The above Statement of Changes in Equity should be read in conjunction with the accompanying notes. LITCHFIELD MINERALS PTY LTD STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2023 8 30 June 2023 30 June 2022 Notes $ $ CASH FLOWS FROM OPERATING ACTIVITIES Receipts - - Payments (21) - Net cash flows used in operating activities 9 (21) - CASH FLOWS FROM INVESTING ACTIVITIES - Payments for tenement and exploration costs (153,106) - Net cash flows used in investing activities (153,106) - CASH FLOWS FROM FINANCING ACTIVITIES Shareholder Contribution 200,000 - Shareholder loans received - Net cash flows provided by financing activities 200,000 - Net increase in cash and cash equivalents 46,873 - Cash and cash equivalents at beginning of the financial year 100 100 Cash and cash equivalents at the end of the financial year 46,973 100 The above Consolidated Statement of Cashflows should be read in conjunction with the accompanying note LITCHFIELD MINERALS PTY LTD NOTES TO THE FINANCIAL STATEMENTS 9 The financial statements and notes represent those of Litchfield Minerals Pty Ltd (the Company), a proprietary limited Company, incorporated and domiciled in Australia. The financial statements were authorised for issue on 4th September 2023 by the directors of Litchfield Minerals Pty Ltd. Note 1: Summary of Significant Accounting Policies (a) Basis of Preparation These general-purpose financial statements have been prepared in accordance with the Corporations Act 2001 and Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board. The Company is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Australian Accounting Standards set out accounting policies that the Australian Accounting Standards Board has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of the financial statements are presented below and have been consistently applied unless stated otherwise. The financial statements, except for cash flow information, have been prepared on an accrual basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non- current assets, financial assets and financial liabilities. The amounts presented in the financial statements have been rounded to the nearest dollar unless stated otherwise. (b) Going concern The financial statements have been prepared on the basis of going concern which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The current shareholders have undertaken to provide financial support as and when required to cover minimum operating expenditure for at least the next six months. Accounting Policies (c) Income tax The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to profit or loss is the tax payable on taxable income for the current period. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority using tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss or arising from a business combination. A deferred tax liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from: a) the initial recognition of goodwill; or b) the initial recognition of an asset or liability in a transaction which: i) is not a business combination; and ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). LITCHFIELD MINERALS PTY LTD NOTES TO THE FINANCIAL STATEMENTS Note 1: Summary of Significant Accounting Policies (continued) 10 Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale. When an investment property that is depreciable is held by the entity in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: i) a legally enforceable right of set-off exists; and ii) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities, where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. (d) Fair Value of Assets and Liabilities The Company measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard. Fair value is the price the Company would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. To the extent possible, market information is extracted from either the principal market for the asset or liability (ie the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (ie the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instrument, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements. LITCHFIELD MINERALS PTY LTD NOTES TO THE FINANCIAL STATEMENTS Note 1: Summary of Significant Accounting Policies (continued) 11 (e) Financial Instruments Initial recognition and measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the financial instrument. For financial assets, this is the date that the entity commits itself to either purchase or sell the asset (ie trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified "at fair value through profit or loss" in which case transaction costs are recognised as expenses in profit or loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Classification and subsequent measurement Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less repayments made and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss. i) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are stated at fair value, with any gains and losses arising on remeasurement recognised in profit and loss. The net gain or loss recognised in profit and loss includes any dividend or interest earned of the financial asset and is included in other gains and losses of the face of the statement of profit and loss and other comprehensive income. ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised. iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised. iv) Available-for-sale investments Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. They are subsequently measured at fair value with any remeasurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss. LITCHFIELD MINERALS PTY LTD NOTES TO THE FINANCIAL STATEMENTS Note 1: Summary of Significant Accounting Policies (continued) 12 Available-for-sale financial assets are classified as non-current assets when they are not expected to be sold within 12 months after the end of the reporting period. All other available-for-sale financial assets are classified as current assets. v) Financial liabilities Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised. Impairment At the end of each reporting period, the Company assesses whether there is objective evidence that a financial asset has been impaired. A financial asset is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a "loss event") having occurred, which has an impact on the estimated future cash flows of the financial asset(s). For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. At the end of each reporting period the company assessed whether there is any objective evidence that a financial asset is impaired (other than financial assets classified as at fair value through profit or loss). Derecognition Financial assets are derecognised when the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised when the related obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. LITCHFIELD MINERALS PTY LTD NOTES TO THE FINANCIAL STATEMENTS Note 1: Summary of Significant Accounting Policies (continued) 13 (f) Impairment of Assets At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include considering external sources of information and internal sources of information including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (eg in accordance with the revaluation model in AASB 116: Property, Plant and Equipment ). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard. At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g. in accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. (g) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at-call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown as borrowings in current liabilities on the statement of financial position. (h) Revenue and Other Income Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred for more than one year is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is int