14 Jan

Audited Accounts Odessa Minerals Limited FY 30 June 2021

Page 1 of 25 Ode ssa Mi nerals Limited and Controlled Entit ies 93 646 595 799 Financial Report for the Year Ended 30 June 2021 Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 2 of 25 DIRECTORS’ REPORT Directors present their report on Odessa Minerals L imi t e d, the c ompany, and its controlled entit ies for t he financial peri od ended 30 June 2021 . The consolidated entity is referred to as “ the Group ” . Directors The names of the directors in office at any time during, or since the end o f, the year are: Darren Holden (Chair ) ( appointed 1 4 December 2 020) Ni gel Brand ( appoin ted 1 4 December 2 020) Colwin L l yod ( appointed 1 4 December 2 020) Directors have been in office since the start since 14 December 2020 ( incorporation date) to the date of this report unless otherwise stated. Principal A ctivities During the financial per iod the principal continuing activities of the consolidated entity consisted of mineral exploration . Review of O perations The consolidated loss of the Gr oup and the indi vidual entity for the period amounted to $ 43,877 , and the loss duri n g t he peri od of t he Company was $40,217. During the period the Co mpany incorporated the following whol ly owned sub sidiaries: Subsidi ary Dat e of incorporation OD3 Aries Pt y Ltd 7/05/2021 OD3 Cedric Pty Ltd 24/03/2021 OD3 Ellenex Pty Ltd 24/03/2021 OD3 Liverniga Pty Ltd 24/03/2021 OD3 Whiterock Pty Ltd 24/03/2021 OD3 Wynne Pty Ltd 24/03/2021 On 24 May 2021, the Company issued 16,140,29 7 share s at a price of $0.00 0 5 per share to raise $ 8,070 . On 24 May 2021, the Company issued 1 ,500,000 shares at a pr ice of $0.0 0 1 per s hare to raise $ 1 , 500. On 24 May 2021, the Company issued 8,8 20,149 options, as 1 option for ever y two s hares subscribed for in the separate raises completed on 24 May 2021. T he Options have a strike price of $ 0.20 and an expiry date of 31 July 2024 . On th e 25 th Of May 2021, the Company, OD 3 Aries Pty Ltd, and Ji ndalee Resources Limited ex ecuted a n Asset Sales Agreement to purchase the Aries Diamond Project. Sub ject to meeting the conditions precedent, the buyer (OD3 Aries Pty Ltd) will acq uire 90% interest in the Aries Project (Acquisition). In consideration fo r the purchase, OD3 Aries Pty Ltd is required to pay $50,000 , and the Company will issue 1,000,000 fully paid ordinary sh ares in the Company (Odessa Minerals Limite d). As a t 30 J une 2021, the condit ions pre cedent had not been met . Sign i ficant C hanges in the S tate of A ffairs No significant changes in the c ompany’s or Group’s state of affairs occurred during the period . Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 3 of 25 DIRECTORS’ REPORT Events S ubsequent to the E nd of the R eporting P eriod The Company notes the following subsequent events: • O n 27 July 2021, OD3 Pty Ltd, and the Company, signed an agreement for the purchase of tenements by Celcius Resources Limited to OD3 Aries Pty Ltd. $20,000 execution fee and $30,000 completion fee. • Sale o f tenements by Milford Resources Pty Ltd to OD3 Cedric Pty Ltd. $20,000 payable. Agreement is signed. Tenement was relinquished by Milford and applied for by OD 3 Wynne Pty Ltd on 5th July 2021. • On 27 July the directors approved the allotment of 5,400,000 o rdinary shares at $0.05 per share for a total raise of $270,000. The shares are fully paid. • On 23 August 2021 a binding term sheet was signed wit h Fargo Enterprises Limited to acquire 100% of the shares an options in Odessa Mineral Limited in exchang e for shares in F argo Enterprises Limited Likely D evelopmen ts and E xpected R e sults of O perations Likely developments in the operations of the Group and the expected results of those oper ations in future financial years have not been included in this repo rt as the inclusion of such information is likely to result in unreasonable pr ejudice to the Group . Dividends No dividends were declared or recommended but not paid during the financial year. Environmental R egulation The Group’s operations are not regu lated by any significant environmental regu lation under a la w of the Comm onwealth or of a state or territory. Options T he compan y issued 8,8 20,149 options durin g the p eriod. All remain unexercised as at 30 June 2021 . No shares were issued during or sinc e the end of the year as a result of the ex ercise of an opti on over unissued shares or interests. Indemnification of O fficers The company has not paid premiums to insu re directors under a Directors and Officers Insuran ce policy. No indemnification has been obtained for the auditors of the c ompa ny or the Group. Proceedings on B ehalf of the Company No person has applied for leave of co urt to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for th e purpose of taking responsibility on behal f of the company for all or any part of those proceedin g s. The company was not a party to an y such proceedings during the period . Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 4 of 25 DIRECTORS’ REPORT Information on Directors and Company Secretary Darren Holden Dr Holden is an experienced explorer with over 25 years in the industry and a d iscovery history in Australia, Ca nada, USA and Mexico. He is a founder of noted project generator Marlee Minerals Group and advisory company GeoSpy. Previously Dr Holden was VP Geoscience fo r Fractal Geoscience/Geoinformatics E xploration a nd CEO of ABM Res ources. He is currently a directo r of A urumin Ltd, Marlee Minerals, and an alternate director of Todd River Resources Ltd (ASX:TRT). In addition, he provides advisory services to Silver Mine s Ltd (ASX:SVL), MCA Nominees, Mining Investments Australia and Li on One Ltd (TSXV:LIO). Dr Holden holds a BSc(Hons) First Class in Geology, a PhD in Science History and is a long - standing member of the AusIMM. Dr Nigel Brand Dr Brand is a geochemist with over 30 years experience in Western Australia mi neral systems. He worked for WMC Resources for ele ven y e ars until 1999. During his time at WMC he worked throughout the Norseman - Wiluna Greenstone belt on various regional Ni & Au exploitation programs and a t WMC operations at Norsem an, Kambalda, Kalgoorli e, Leinster and M t Keith. He completed his PhD in 1997 o n weathering process associated with nickel sulphides. On leaving WMC, Nigel joined Anglo American for four and a half years as their geochemist in the Asian - Pacific region, including India. Philippin es and Australia exploring for Zn, Ni and Cu - Au PC /IOCG deposits. In 2004, Nigel co - founded ioGeochemistry, a global independent geochemical consulting group based in Perth, Western Australia. In January 200 5 Nigel established an independent geochemical co nsulting Geochemi cal Services Pty Ltd, an independ ent c o nsultancy providing hands - on and applied geochemical expertise to international mineral exploration. Colwin Lloyd Mr Lloyd has more than 27 years’ ex perience in mining and exploration across a broad range of commodi ties and geological regions. He holds a Bachelor of Science Degree majoring in Geology from Curtin University of Technology, Australia. He is the Principal Geologist and Director of Geobase Australia Pty Ltd, a com pany he established whic h provides profes sional geological services to the inte r national resource industry. Col commenced his geological career as a mine geologist progressing into resource estimation and then into exploration geos cience. This background provides a practical and unique perspectiv e on the exploration, development and m ining of minerals. Through his work with Geobase Australia Pty Ltd he has gained valuable international experience in commodities including Au, Ag, Zn, Cu, U, REE, Ni, Fe, W in many varying geological environments. Wh ilst based in Australia, Col has worke d in or been involved in projects in many countries including Australia, Ghana, Togo, Zambia, Mozambique, Tanzania, Ethiopia, Mauritania, Armenia, Portu gal, Indonesia, Morocco, USA, Canada, Chile, Guya na, Brazil and Mo ngolia. Company Secretary Mr Cavana g h has a Bachelor of Commerce degree, with majors in accounting and finance, from the University of Western Australia, is a qualified Chartered Accounta nt and a registered t ax agent. He has 14 years of industry experie nce and is the managing director of LC P Group Chartered Accountants where he specialises in financial, taxation and business consultancy. He has experience in the resources sector and has as sisted private compan ies with equity raising, bus iness strategies and dealings with ASX listed companies . Directors ’ Meetings During the period , no mee tings of directors (including committee s of directors) were held. The Company passed 1 circular resolut ion during the period, and the parent entity Odet te Geos cience Pty Ltd had thre e board meetings at which Odess a Mineral s Limited was discussed. Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 5 of 25 DIRECTORS’ REPORT Indemnity and insurance of auditor The company has not, during or since the end of the financial year, inde mnified or agreed to indemnify the auditor of the co mpany or any rela ted entity against a liability incurre d by the auditor. During the financial period , the company has not paid a premium in respect of a contract to insure the auditor of the company or any re lated entity. Rounding of amounts The compan y is of a kind re ferred to in Corporations Instrument 2 0 16/191, issued by the Aust ralian Securities and Investments Commission, relating to 'rounding - off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the near e st dolla r. Auditor's ind ependence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors ' report. Audit or Hall Chadwick WA Audit Pty Ltd was appointed as auditor on 14 J uly 2021 and remains in office in accordance with section 327 of the Corporations Act 2001. This report is made in accor dance with a resolution of directors, pursu ant to section 29 8(2)(a) of the Corporations Act 2001. On behalf of the directors _____ ______________________ Darren Ho lden Director 16 S eptember 2021 Perth To the Board of Directors Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 As lead audit partner for the audit of the financial statements of Odessa Minerals Limited for the financial year ended 30 June 2021 , I declare that to the best of my knowledge and belief, there have been no contraventions of: • the auditor independence requirements of the Corp orations Act 2001 in relation to the audit; and • any applicable code of professional conduct in relation to the audit. Yours F aithfully HALL CHADWICK WA AUDIT PTY LTD MARK DELAURENTIS CA Partner Dated at Perth this 16 th day of September 202 1 Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 7 of 25 STATEMENT OF PROFIT OR LOSS AN D OTHER COMPREHENSIVE INCOME FOR THE P E RIOD ENDED 30 JUNE 2021 Consolidated 30 June 2021 Parent 30 June 2021 $ $ Expenses Finance costs 10,000 1 0, 000 Expl oratio n related expenditure 5,09 8 5,098 Consu lting and accounting 9,750 9,750 General and administration expenditu re 5,774 2,114 Legal fees 13,25 5 13,25 5 Loss before income tax expense 43,877 4 0,217 Income tax expense - - Loss after inc ome tax expense for the year 43,877 40,217 Other comprehens ive income Other comprehensive income for the year, net of tax - - Total comprehensive loss for the year 43,877 4 0,217 Th e accompanying notes form p art of these financial statements. Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 8 of 25 STATEMENT O F FINANCIAL POSITION AS AT 30 JUNE 2021 Note Consolidated 30 - Jun - 21 Parent 30 - Jun - 21 $ $ A ssets C urrent assets Cash and cash equiva lents 3 2 16,971 216,971 Other current assets 5,827 5,827 Total current assets 222,798 222,798 Non - current assets Exploration and evaluation expendi ture 4 1 52,3 50 152 , 350 Investment in subsidi aries - 6 Inter company loans - 3,654 Total non - curr e nt assets 152,350 156, 0 1 0 Total assets 375,14 8 378,80 8 Liabilities Current liabilities Trade and other pay ables 5 97,136 97,136 B o rrowings 6 104,400 104,400 Total current liabilities 201,536 201, 536 Total liabilities 201 ,536 201,536 Net Assets 173,61 2 17 7 ,272 Shares to be issued 7 207,918 207,918 Issued capital 9 9,571 9,57 1 Ac cumulated losses ( 43,877 ) ( 40,217 ) Total 173,612 17 7,272 The accompanying note s form part of these financial statem ents. Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 9 of 25 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR END E D 30 JUNE 2021 Issued Accumu lat ed Tot a l capital losses e quity Consolidated $ $ $ Balance at 14 December 202 0 - - - Los s for the year - ( 4 3,877 ) ( 43,877 ) Other comprehen sive inco me for t he year, net of tax - - - Total comprehensive loss for the year - ( 43,877 ) ( 43, 877 ) Transactions with owne r s in their capacity as owners: Contr ib utions of equity, net of transaction costs 217,489 - 217,489 Balance at 30 June 202 1 217,489 ( 43,877 ) 173,612 Issued Accumulat ed Tota l ca pital los ses e quity Paren t $ $ $ Balance at 14 December 202 0 - - - Loss for the year - ( 40,2 17 ) ( 40,2 17 ) Other comprehensive income for t h e year, net of tax - - - Total comprehensive loss for the year - ( 40,217 ) ( 40,217 ) Transactions with ow ners in their cap acity as owners: Contributions of equi ty, net of transa ction costs 217,489 - 217,489 Balance at 30 June 202 1 217,489 ( 40,217 ) 177,272 The accompanying notes form part of these fi n ancial statements. Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 10 of 25 ST ATEMENT O F CA S H FLOWS FOR THE YEAR ENDED 30 J UNE 2021 Note Consolidated 30 - Jun - 21 Parent 30 - Jun - 21 $ $ Cash flows from operating activities Payments to suppliers and employees (inclusive of GST) ( 7,568 ) ( 7,568 ) Net cash used i n ope rati n g activities 13 ( 7,568 ) ( 7,568 ) Cash f lows from investing activities Payments for related to exploration and evaluation ( 97,350 ) ( 97,350 ) Net cash used in investing activi ties ( 97,350 ) ( 97,350 ) Cash flows fr om f i n ancing activities Proceeds from issue of shares 9,571 9,571 Loan provided by Odette Geoscience 104,400 104,400 Proceeds from capital raise with no shares yet issued 207,918 207,918 Ne t cash p r ovided by financing activities 321,889 321,889 Net increase in cash and cash equivalents 216,971 216,971 Cash and cash equivalents on incor porat ion - - Cash and cash equivalents at the end of the financial year 216,971 216, 971 The accompanying notes form part of these financial statements. Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 11 of 25 NOTES TO THE FINANCIAL STATEMENTS FOR T HE YEAR ENDED 30 JUNE 2021 The consolid at ed f inancial s tatements and notes repre sent those of Odess a Minerals Limited and Controlled Entity (the C onsolidated G roup or G roup). Odess a Minerals Limited is a company limited by shares, incorporated and domicil ed in Australia. The s epara te financial s tate ments of t he P arent E ntity, Odess a Minerals Limited have also been presented within this finan cial report as permitted by the Corporations Act 2001 . The finan cial statement s were authorised for issue on 16 September 2021 by the directors of Odes sa M inera l s Limited . NOTE 1: SUMMARY OF SIGNI F ICANT ACCOUNTING POLICIES Basis of P reparation These general purpose financial statements have been prepared in accordance with the Corporations Act 2001 and Au stralian Accounti ng Standards and Interpre tati ons of th e Australian Accounting Standards Boar d . The Group is a for - profit entity for financial reporting purposes under Australian Accounting Standards. Australian Accounting Standards set out accounting pol icies that the Au stralian Acc ounting Stand ards Boa rd ha s concluded would result in financial s tatements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statem ents and not es also compl y wi th I ntern a tional Fina ncial 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 c ash flow info r mation, have been prepared on an accr u al basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non - current assets, financial assets and fina ncial liabilities . The amount s presented i n th e fi nanci a l statements have been rounded to the nearest dollar unless stated otherwise. Going Concern The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of a ssets and discharge of liabilities in the normal course of business. As disclosed in t he financial statements, the Group incurred a loss of $43,877 and had net cash outflows from operating and investing activities of $7,568 and $97,350 respectively for the period ended 30 June 2021. As at that date, the Company has net liabilities of $ 173,6 12. The ability of the Company to continue as a going concern is dependent upon the success of the fundraising under a prospectus yet to be issued. This requirement giv es rise to a material uncertainty that may cast a significant doubt over the Company’ s ability to continue as a going concern and therefore that it will be able to realise its assets and discharge its liabilities in the normal course of business, and a t th e amount stated in the financial report. The Director has prepared a cash flow fore cast, which has allowances for further capital to be raised and indicates that the Group will have sufficient cash flows to meet all commitments and working capital requ irem ents for the 12 months period from the date of signing this financial report. The D irector believes it is appropriate to prepare these accounts on a going concern basis: • due to the binding term sheet with Fargo Enterprises Limited noted in the subsequ ent events . • t he proposed transaction will require the compliance with Chapters 1 and 2 of the ASX Listing Rules • t he Company plans to undertake a capital raising via the issue of a prospectus on the Australia n Securities Commission ; Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 12 of 25 NOTE 1: SUMMARY OF SIGNI F ICANT ACCOUNTING POLICIES Should the Company not be a ble to continue as a going concern, it may be required to realise its assets and discharge its liabilities ot her than in ordinary course of business, and at amounts that differ from those stated in the financial statements. The financial report does n ot i nclude any adjustments relating to the recoverability and classification of recorded asset amounts or liabili ties that might be necessary should the entity not continue as a going concern Accounting Policies a . Principles of Consolidation The gene ral purpose consolidated financial statements incorp orate all of the assets, liabilities a nd results of the Parent ( Odess a Mine rals L imi t e d) and all of the subsidiaries (including any structured entities). Subsidiaries are entities the Parent controls. The par ent controls an entity when it is expose d to, or has rights to, variable returns from it s involvement wit h the entity and h as the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 12. Th e as sets, liabilities and results o f all sub sidiarie s are f ully consolidated into the fin a nc ial statements of the Group from the date on which control is obtained by the Group. The consoli dation of a subsidiary is discontinued from the date that control ce ases . Intercompany transactions, ba lances an d unreal ised g ains or losses on transactions b et ween G roup entiti es are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uni form ity of the accounting policies a dopted by the Gro up. b . Income T a x The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the a pplicable income tax rate for each jurisdiction, adjusted by the cha nges in deferred tax assets and liab ilities attributa ble to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax asset s and liabilities are recognised for temporary differences at the tax rate s expected to be applied when th e assets are reco vered or liabili t ies are settled, based on those tax rates that are enacted or substantively enacted, except for: ? When the deferre d income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor tax able profits; or ? When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the tim in g of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future . Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that futu re taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent tha t it is no longer probable that future taxable profits will be available for the carrying amount to be recov ere d. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available t o recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceabl e right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to th e same taxable authority on either the same taxable entity or different taxable entities which intend to set tl e simultaneously. c . Fair Value of Assets and Liabilities The Group measures some of its assets and liabilities at f air value on either a recur ring o r non - recurring b asis, depending on the requirements of the applicable Accounting Standard. Fair val ue is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie u nforced) transaction betwee n inde pendent, knowledg eable and willing market participants at the measurement date. Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 13 of 25 NOTE 1: SUMMARY OF SIGNI F ICANT ACCOUNTING POLICIES As fair value is a m arket - based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjust ments to market valu es may be mad e having regard t o the characteristics of the specific asset or liability. The fair values of assets a nd liabilities that are not traded in an active market are determined using one or more valuation techniques. These valua tion techniques maxi mise, t o the extent possible, the use of observable market data. To the extent possible, market information is ex tracted from either the principal market for the asset or liability (ie the market with the greatest volume and level of activity for the ass et or l iabili ty) or, in the ab sence of such a market, the most advantageous market available to the entity at the e nd of the reporting period (ie the market that maximises the receipts from the sale of the asset or minimises the payment s made to transfer t he liab ility, after taking int o account transaction costs and transport costs). For non - financial assets, the fai r value measurement also takes into account a market participant’s ability to use the asset in its highest and best use o r to sell it to anot her mar ket pa rticipant that wo uld use the asset in its highest and best use. The fair value of liabilities and th e entity’s own equity instruments (excluding those related to share - based paymen t arrangements) may be valued, where ther e is no observable m arket price i n relation to the transfer of such financial instrument, by reference to observable market informat ion where such instruments are held as assets. Where this information is not availa ble, other valuation techniques are adopt ed and, where signif icant, are de tailed in the res pective note to t he financial statements. d . Impairment of non - financial a ssets N on - financial assets are revi ewed for impairment whenever events or changes in ci rcumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for t he amount by which the asset's carrying amount exceeds its recove rab le amount. Recoverable am ount is the higher of an asset's fair value less cost s of disposal and value - in - use. The value - in - use is the present value of the estimated future cash flows rel ating to the asset using a pre - tax discount rate specific to the ass et or cash - generating unit to which the asset belongs. Assets that do not have i ndependent cash flows are grouped together to form a cash - generating unit. e . Exploratio n and Evaluation ex penditure Acquisition, exploration and evaluation costs associa ted with mining tenements are accumulated in respect of each identifiable area of i nterest. These costs are only carried forward to the extent that the rights of tenure to that area of intere st are current and that the costs are expected to be recouped thr oug h the successful commercial development or sale of the are a or where activities in the area have not yet reached a stage that permits reasonable assessment of the existe nce of economically recoverable reserves. Costs in relation to an abandoned area ar e w ritten off in full against profit in the period in which the decision to abandon the area is made. Each area of interest is also reviewed annually, and acquisition cost s written off to th e extent that they will not be recoverable in the future. f . Cas h a nd Cash Equivalents Cash and cash equivalents include cash on hand, deposits h eld at - call with banks, other short - term highly liqu id investments with original maturities of three months or less, and bank overdrafts. Bank o verdrafts are shown as borrow ing s in current liabilities o n the statement of financial position. g . Trade and O ther Receivables Trade and other receivables include amounts due from customers for goods sold and service s performed in the ordinary course of business. Receivables expec ted to be collected wit hin 12 Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 14 of 25 NOTE 1: SUMMARY OF SIGNI F ICANT ACCOUNTING POLICIES months of the end of the reporting period are classif ied as current assets. All other receivables are classified as non - current assets. Trade and other receiva bles are initially recognised at fair value and subsequently meas ure d at am ortised cost using the effective interest method, less any provision for impairment. h . Trade and Other Payables Trade and other payables are initially measured at fair value an d su bsequently measured at cost usin g the effective interest met h od. Trade and other payables represent the liabilities for goods and services received b y the Group that remain unpaid at the end of the reporting period. The balance is rec ognised as a current liability with the amounts normally paid within 30 days of r ecognition of the liability. i . Goods and Services Tax (GST) Revenues, expenses and ass ets are recognised net of the amou nt of GST, except where the amount of GST incurred is not recove rable f rom the Australian Taxation Office (ATO). Receivables and p ayables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables or p ayables in th e state ment of financial position. Cash flows are presented on a g ross basis. The GST component s o f cash flows arising from financing and investing activiti es which are recoverable from, or payable to, the ATO are presented as operating cash flows includ ed in r eceipts from customers or payments to suppliers. j . Borrowi n gs Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs . They are subsequently measured at amortised cost using the eff ective interest method. k . Finance costs Finance costs attribut a ble to qualifying a ssets are capitalised as part of the asset. All other finance costs are expensed in the period in which t hey are incurred. l . Rounding of Amounts The P ar ent E ntity ha s applied the relief available to it under ASIC Corporation s (Roundi ng in Financial/Directors' Reports) Instrument 2016/191 . Accordingly, cert ain amoun ts i n these financial statements (where s pecifically indicated) have been rounded to the nea rest $1,000. m . Critical Accounting Estimates and Judg e ments The dir e ctors ev aluate estimates and judg e ments incorporated into the financial statements based on hist orical knowledge and best available current information. Estimates assume a reasonable expectation o f future events and are based on current trends and economi c data, o btained both externally and within the Group. Key estimates and judgements ( i) Expl oration and evaluation expendi ture E xploration and evaluation costs have been capital ised on the b asis that activities in the area have not yet rea c hed a stage that p ermits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considerin g costs to be capitalised which includes determinin g expenditure s directly related to these activities and alloca t ing overheads betw een those that are expensed and capitalised Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 15 of 25 NOTE 1: SUMMARY OF SIGNI F ICANT ACCOUNTING POLICIES n . New and Amended Accounting Policies Adopted by the Group Initial adoption of AASB 2020 - 04: COVID - 19 - Related Rent Concessions AASB 108.2 8(a) – (d) AASB 2020 - 4: Amendments to Australian Accounting Standard s – COVID - 19 - Related Rent Con cessions a men ds AASB 16 by providing a practical expedient that permits lessees to assess whether rent concessions that occur as a direct consequenc e of the COVI D - 19 pandemic and, if certain conditions are met, account for thos e rent concessions as if they were no t lea se modifications. Initial adoption of AASB 2018 - 6: Amendments to Australian Acc ounting Standards – Definition of a Business AASB 20 18 - 6 amends and narrows the definition of a business specified in AASB 3: Busi ness Combinations , simplifying the det er min ation of whether a transaction should be accounted for as a business combination or an asset acquisition. Entities may also perform a c alculation and elect to treat certain acquisitions as acquisitions of assets. The standards listed above d id not h av e a ny impact on the amounts recognised in prior periods and are not expected to sig nificantly affect the current or future periods. Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 16 of 25 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 NOTE 2 : A UDITOR’ S REMUNERATION Consolidated P arent 30 June 20 21 30 June 2021 $ $ Remuneration of the auditor is as fol lows: Auditing or reviewing the financial statemen ts 3,000 3,000 Total au ditor’ s remun eration 3,000 3,000 NOTE 3 : CASH AND CASH EQUIVALENTS Consolidated P arent 30 - Jun - 21 30 - Jun - 21 $ $ Cash at bank and in hand 216,971 216,971 Total cash and equivalents 216,971 216,971 NOTE 4 : EXPLORATION AND EVALUATION Consolidated Parent 30 - Jun - 21 30 - Jun - 21 $ $ Exploration and ev al uation expenditure capitalised 15 2,350 152, 350 Reconciliation : Opening Balance at incorporation - - Additions 15 2,350 152, 350 Closing balance 152 ,350 152,350 Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 17 of 25 NOTES TO THE FINANCIA L STATEMENTS FOR T HE YEAR ENDED 30 JUNE 2021 NOTE 5 : TRA DE AND OTHER PAYABLES Conolidated Pare nt 30 - Jun - 21 30 - Jun - 21 $ $ Trade payables 92,136 92,136 Accrued expenses 5,00 0 5,000 97,136 97,136 The ave rage credit period on trade and other payable s (excluding GST pa yable) is 1 month . No interest is payable on outstanding paya bles during this period. NOTE 6: BORROWINGS Conoli dated Paren t 30 - Jun - 21 30 - Jun - 21 $ $ Loan from related entity 1 04,400 104,400 104,400 104,400 Odess a received funding via a loan from Odette Geoscience Pty Ltd (Odette) . Odette is a shareholder of Odessa . T he loan is unsecured , there is no intere st p ayable on the loan. NOTE 7: FUNDS RECEIVED FOR CAPITA L NOT ISSUED Conolidated Parent 30 - J un - 21 30 - Jun - 21 $ $ Funds received for shares not yet issued 207,918 207,918 207,918 207,918 As at 30 Ju ne 2021, the Compa ny had recei ved subsc riptions and fu nds of $207,918 for fully pai d or di nary shares in the Co mpany. As a t the date of t his report the sh ares remain unissued. Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 18 of 25 NOTES TO THE FI NANCIAL STAT EMENTS FOR THE YEAR ENDED 30 JUNE 2021 NOTE 8 : INTERESTS IN SUBSIDIA RIES a. Inf ormation about Principal Subsidiaries The subsidiaries li sted below have share capital consisting sole ly of ordinary shar es, which are held dire ctly by the Grou p. The propo rtion of ownership interests held equals the voting rights held by the Group. Each subsidiary’s principal place of business is also its count ry of incorporation or registration. Name of S ubsidiary Princi pal Place of Business Ownership Interest Held by the Group OD3 Cedric Pty Ltd Australia 100% OD3 Ellenex Pty Ltd Australia 10 0% OD3 Liverniga Pty Ltd Australia 100% OD3 Whiterock Pty Ltd Australia 100% OD3 Wynn e Pty Ltd Australia 100% Subsidiary financial statements used in the preparation of these consolidated financial stat ements have also bee n prepar ed as at the same re porting date as the Group’s financial statements. b. Signi ficant Restrictions There a re no significant r estrictions over the Group’s ability to access or use assets, and settle liabilities, of the Group. N OTE 9 : ISSUED CAPI TAL Consolidated Group Pa rent Entity 2021 2021 $ $ 17,640,29 8 fully paid ordina ry shares 9, 571 9,571 Total share capital 9,571 9,571 Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 19 of 25 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR END ED 30 JUNE 2021 Reconciliation Share is su es Date Number of shares issued Price per share $ On incorp oration 14/12/2020 1 $1.00 00 1 Shares issued to founders 24/05/2021 16,140,29 7 $0.00 05 8,070 Promoter share issue 24/05 /2021 1,500,000 $0.00 10 1,500 17,640,29 8 9,571 Ordinary shareh ol ders parti cipate in dividends and the proceeds on winding up of the Parent Entity in proportion to the number of shares held. At the shareholders’ meetings each ordinary share is entitl ed to one vote when a poll is called; otherwise each shareholder has on e vote on a show of hands. b. Capital management Manage ment manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to ch anges in these risks a nd in the market. There have been no changes in the capit al structure or the objectives, policies, proces ses and strategy adopted by ma nagement to manage the capital of the Group from the previous year. NOTE 10 : COMMITME NT S Con solidated Group Parent Entity 2021 2021 Capital expenditure commi tm ents for: $ $ E 80/5027 30,000.00 - 30 ,00 0 .00 - NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 NOTE 11 : CONTINGENT LIABILITIES AND CONTINGENT ASSETS On the 25 th Of M ay 2021, the Company, OD 3 Aries Pty Ltd, and Ji ndal ee Resou rces Limited ex ecuted a n Asset Sales Agreement to purchase the Aries Diamond Project. Sub ject to meeting the conditions precedent, the buyer (OD3 Aries Pty Ltd) will acquire 90% interest in the Ari es Project (Acquisition). In consideration f o r the purchas e, OD3 Aries Pty Ltd is required to pay $50,000 , and the Company will issue 1,000,000 fully paid ordinary sh ares in the Company (Odessa Minerals Limite d). As a t 30 June 2021, the conditions pre ced ent had not been met , and t hus a contingent l iabili ty exist s for the issue of the shares in Odessa Mineral Limited to Jindalee Resourc es Limited (or their nominee s) . Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 20 of 25 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 20 2 1 NOTE 12 : EVENTS AF TER THE REPORTING PERIOD • O n 27 July 2021, OD3 Pty Ltd, and the Company, signed an agreement for the purchase of tenements by Celcius Resources Limited to OD3 Aries Pty Ltd. $20,000 execution fee and $30,000 completion fee. • Sale of tenements by Milford Re sources Pty Ltd to OD3 Cedric Pty Ltd. $20,000 paya ble. Agr eement is signed. Tenement was relinquished by Milford and applied for by OD 3 Wynne Pty Ltd on 5th July 2021. • On 27 July the directors approved the allotment of 5,400,000 ordinary shares at $0.05 p er share for a total raise of $270,000. The shares are full y paid. • On 23 August 2021 a binding term sheet was signed wit h Fargo Enterprises Limited to acquire 100% of the shares an options in Odessa Mineral Limited in exchang e for shares in F argo Enterpris es Limited NOTE 13 : CASH FLOW INFOR MATION C onsolida ted Parent 30 - Jun - 21 30 - Jun - 21 $ $ Loss for th e period 43,877 40,217 Adjustments for c hange in operating assets and liabilities: Decrease/(increase) in trade and oth er receivables 5,827 5,827 Decrease/(increase) i n interc ompany loans - 3,660 Increase/(decrease) in trade and other pa yables (37,136) (37,136) Increase/(decrease) in accrued expenses (5 ,000) (5,000) Net cash used in operatin g activities 7,568 7,568 Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 21 of 25 NOTES T O THE FINANCIAL STATEM E NTS FOR THE YEAR ENDED 30 JUNE 2021 NOTE 14 : RELATED PARTY TR ANSACTIONS The Group’s main related parties are as follows: a . Entitie s that are subject to common control outside the Group Entit ies that are subject to common control outside the Group ar e those entities over which the Group’s immediate parent or u lt imate parent exercise s control. These entities are deemed “ sister ” entit ies (fellow subsidiari es) of the reporting e ntity. b . C ontrol led e ntities Controlled entities are entities ove r which Od es sa Minerals Limited has the power to govern the financial and operating policies so as to obtain benefits fro m their activities. As intercompan y transactions and balances involving controlled e ntities are eliminated on consolidation, controlled entitie s ar e considered related parties only in the case of the P arent E ntity’s separate financial statements. A list of controlled entities i s provided i n Note 8 . c . Key management personnel of the Grou p Any person(s) having authority and responsibili ty for p la nn ing, directing and controlling the activities of the Group or any of the Group ’ s parent entities (as describ ed in (a) above), dire c tly or indi rectly, including any director (whether executive o r otherwise) of the entity, is considered key manag ement pe rs on nel. Transactions and outstanding balances with related parties Transactions between related parties are on normal commercial ter ms and conditions no more favourable than those available to o ther parties ( ie at arm ’ s length) u nless the te rms and cond it io ns disclosed below state otherwise. The following transactions occurred with related parties: Consolidated Group Parent Entity 2021 2021 $ $ (i) Entities exercising control over th e Group Outstanding balances: Loans – uns ecured i nterest free 104,400 104,400 Odette Geoscience Pty Ltd (These loans are interest free – non - arm’s length – loans made to the Parent Entity, repayable in full (“bullet payment”) in July 2021 .) (ii) Entities subject to common control outside the Gro up Transactions: Services rendered by Odette Geoscience Pty Ltd 33,760 33,760 Odette Geoscience Pty Ltd raised an invoice at 30 June 2021 to on - charge administrative and technical expe nditure, this invoice is a creditor at 30 June 2021 (iii) Controlled entities Outstanding balances: Loans – unsecured interest free - 3,654 (The Parent Entity has made int erest - free (non - arm’s length) loans to its controlled entities, no repaym ent date has been set .) Odessa Minerals Limited and Controlled Entities 93 646 595 799 Page 22 of 25 DIRECTORS’ DECLARATION In accordanc e with a resolution of t he di re ctors of Odessa Minerals Limi t ed , the directors of the C ompany declare that: 1. The financial statements a nd notes, as set out on pages 7 t o 21, are in a ccordance wi th the Corporations Act 2001 and: a . comply with Australian Accoun t ing Standards which, as stated in accounting policy Note 1 to the financial s tatements, constitutes compliance with Internationa l Financ ial Reporting S tandard s ; and b. give a true and f air view of the financial position as a t 30 June 202 1 and of the per f ormance for the period ended on that date of the C ompany and C onsolidated G ro up . 2. In the directors’ opinion there are reasona ble grou nds to believe th at the C ompany will be a ble to pay i ts debts as and when they become due an d payable. Darren Holden (Director) Dated this 16th day of Sep tem ber 2021 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODESSA MINERALS LIMITED AND CONTROLLED ENTITIES Report on the Audit of the Financial Report Opinion We have audited the financial report of Odessa Minerals Limited and Controlled Entities ( “ the Company ”) , and its subsidiaries (“the Consolidated Entity”), 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 s tatement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant acc ounting policies, and the directors’ declaration. In our opinion : a. the accompanying financial report of the Consolidated Entity is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Consolidated Entity ’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 . b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 1 . 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 Consolidated Entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical re quirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibi lities 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. C O N F I D E N T I A L P a g e | 2 Material Uncertainty Related to Going Concern We draw attention to Note 1 in the financial report which indicates that the Consolidated Entity incurred a net loss of $ 43,877 during the year ended 30 June 2021 . As stated in Note 1 , these events or conditions, along with other matters as set forth in Note 1 , indicate that a mater ial uncertainty exists that may cast significant doubt on the Consolidated Entity ’s ability to continue as a going concern. Our opinion is not modified in this respect of this matter. Other Information The directors are responsible for the other information. The other information comprises the information included in the Consolidated Entity’s annual report for the year ended 30 June 202 1 , but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other inf ormation 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 concl ude 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 Consolidated Entity are resp onsible 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 prepara tion of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1 , the directors also state in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Sta tements , that the financial report complies with International Financial Reporting Standards. In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s ability 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 Consolidated Entity or to cease operations, or has no realistic alternative but to do so. C O N F I D E N T I A L P a g e | 3 Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement wh en it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to desig n audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Consolidated Entity ’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonablene ss of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists relate d to events or conditions that may cast significant doubt on the Consolidated Entity ’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related discl osures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Consolidated E ntity to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Consolidated Entity to express an opinion on the financial report. We are responsible for the dir ection, supervision and performance of the Consolidated Entity audit. We remain solely responsible for our audit opinion. C O N F I D E N T I A L P a g e | 4 We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit fin dings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with the m all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, w e determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. HALL CHADWICK WA AUDIT PTY LTD MARK DELAURENTIS CA Partner Dated at Perth this 16 th day of September 202 1

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