Back to all announcements

DJ Tectonic Gold Plc Final Results

 
TIDMTTAU 
 
30 June 2020 
 
                               TECTONIC GOLD PLC 
 
                      ("Tectonic Gold" or the "Company") 
 
                         Final Results to 30 June 2019 
 
CHAIRMAN'S STATEMENT 
 
Dear Shareholders, 
 
I am pleased to present the final results for Tectonic Gold Plc for the 12 
months to 30 June 2019. This marks the first year of the Company as it 
completed a reverse takeover transaction ("RTO") with Australian based 
Intrusive Related Gold System (IRGS) specialist explorer Signature Gold Ltd and 
was admitted to trading on the AQUIS Stock Exchange  (Formally NEX) in London 
on 26 June 2018. 
 
Following admission to the AQUIS Stock Exchange (Formerly NEX) and the 
associated capital raise, the Company extended its gold exploration technology 
development and conducted field activities at its Specimen Hill project area in 
Queensland, Australia. This included a significant drilling program targeting 
extensions to the Specimen Hill discovery. Drilling was completed in the 
December quarter of 2018 and assaying conducted in the January quarter. The 
drilling confirmed our preliminary technical work and targeting, with 
mineralisation intersected in each of the ten holes drilled. Further analysis 
confirmed a range of technical assumptions and identified the source of the 
mineralising system, which remains highly prospective for high grade gold. 
 
With market sentiment turned against junior exploration companies creating a 
difficulty to raise further exploration funds, the Company looked to secure a 
production ready project to generate cash flows and avoid further diluting 
shareholders. An opportunity was identified to contract mine diamonds on the 
South African Government's Alexkor mine site on the west coast of South Africa. 
The Company spent some months evaluating this opportunity, including conducting 
extensive trial mining and processing trials. During this evaluation, the 
Company identified that the diamond bearing gravels also hosted high grade 
heavy mineral sands in certain areas and has now expanded this project to 
include both diamonds and mineral sands. It is the intention of the Company at 
this stage and subject to mining permits approvals, to move forward in 
partnership with a strategic investor in the project to bring this into 
production. It is hoped that this will in turn fully fund the Company's gold 
exploration in the short term and allow further exploration of the Queensland 
gold assets. 
 
At the time of this report we are awaiting permit approvals for mineral sands. 
We can then invite partners into the project and at that stage plan to move the 
Group to a more liquid exchange. 
 
On 11 March 2020, the World Health Organisation ("WHO") declared the 
Coronavirus disease 2019 (COVID-19) a pandemic. The pandemic has adversely 
affected the global economy, including an increase in unemployment, decrease in 
consumer demand, interruptions in supply chains, and tight liquidity and credit 
conditions. Consequently, governments around the world have announced monetary 
and fiscal stimulus packages to minimise the adverse economic impact. However, 
the COVID-19 situation is still evolving, and its full economic impact remains 
uncertain. 
 
The Company has several assets where the value may be impacted by COVID-19. At 
the date these financial statements were approved by the Directors the extent 
of the impact COVID-19 on the Company's assets cannot be reasonably estimated 
at this time. 
 
The pandemic has impacted the Company's operations with Government mandated 
bans on mass gatherings and social distancing measures resulting in disruption 
to the Company's operations, this disruption is expected to negatively impact 
the ability for the Company to conduct drilling and its parent entity's ability 
to raise capital, refer Going Concern Note 2. 
 
The Directors and management are continually monitoring and managing the 
Company's operations closely in response to COVID-19 however the extent of the 
impact COVID-19 may have on the Company's future liquidity, financial 
performance and position and operations is uncertain and cannot be reasonably 
estimated at the date these financial statements were issued. 
 
Thank you to all of our supportive shareholders and stakeholders who have 
worked with us, as we move forward with both our gold projects and our exciting 
South African project. 
 
Yours sincerely 
 
Bruce Fulton 
 
Chairman 
 
MANAGING DIRECTOR'S STATEMENT 
 
During the year to June 2019 the Company extended its successful technology 
development and gold exploration programs in Australia. The focus of the 
technical team was a ten hole drilling program testing structural targets at 
the flagship Specimen Hill project site. 
 
The drilling program had two objectives; further validation of the Company's 
emerging Intrusive Related Gold System exploration methodology and extension of 
the known mineralised zones at Specimen Hill. On both counts the program was 
successful, intersecting further mineralisation in each of the ten drill holes 
with high grade gold intersected at gold grades up to 35.2g/t Au and silver 
grades of up to 37 g/t Ag. 
 
Targeting for the drilling campaign was done using an Australian first 
deployment of the DIAS 3DIP survey system that has been adapted from technology 
used in deep targeting in the oil and gas exploration industry. Drill core 
samples were subjected to extensive analysis including Laser Ablation 
Inductively Coupled Mass Spectrometry (LA-ICP-MS) that was used to confirm the 
genetic link of the known gold near the surface to the feeder system we have 
been testing at 500 meters and below. The results of the campaign are 
confirmation of a large gold bearing system that was mineralized during the 
same time period as some of the major deposits in the region. By tracing the 
historic flow of mineralized fluids in the system from the drill cores, we have 
been able to identify the intrusive feature that is the source of the segment 
and the potential high-grade core of the mineralization giving us a high 
quality target for follow up drill testing. 
 
In order to generate funding and avoid the need for rounds of capital raising, 
the Company has looked at a number of producing projects. The most interesting 
is a combination of diamonds and heavy mineral sands on the west coast of South 
Africa. Diamonds have been recovered from the beach terraces and offshore along 
this stretch of coast for over one hundred years. De Beers has historically had 
major operations in the region spanning both South Africa and its northern 
neighbour, Namibia. Due to security considerations in the diamond industry, 
prospecting for other commodities has generally been prohibited. Tectonic has 
spent some time on the ground in the region evaluating the opportunity of 
contract mining for diamonds on the South African Government's diamond mine at 
Alexander Bay and during this process identified areas with both diamond and 
heavy mineral sand ores. Testing has confirmed that the mineral sands are high 
grade and contain an attractive mix of minerals including zircon, ilmenite and 
monazite. The Company is now broadening the diamond mining project and has 
submitted an application to mine heavy mineral sands in conjunction with the 
diamonds mining. The Company is negotiating with a prospective partner to 
divest a majority stake in the combined diamond and heavy mineral sand 
concentrate project on condition that it is funded into production. The Company 
will retain a non-diluting 10% interest in the projects and it is the Company's 
intention to utilise cash flows from this to fund further work on the gold 
assets. At this stage the Company has secured initial diamond mining rights and 
has mineral sand mining permits under application. 
 
The Company extended its Research and Development program during 2019 and 
received a refund under the Australian Tax Office Research and Development Tax 
Incentive of $279,789. 
 
The Company sold its holding in Tirupati Graphite Plc on 4 November 2019 for 
which it received GBP86,844. 
 
The Company sold its 2.5% royalty interest in the Bass Metals Ltd graphite mine 
in Madagascar. Consideration for this was a CAD$250,000 convertible note which 
has been converted into 98,039 ordinary shares in TSX-V listed Vox Royalty 
Corp. 
 
Finally, it remains for me to thank my fellow directors, management and 
advisers for their effort during the year as we continue to build opportunities 
for our shareholders. 
 
Brett Boynton, CFA 
 
Managing Director 
 
 
STRATEGIC REPORT 
 
The Directors present their strategic report for Tectonic Gold Plc ("Tectonic 
Gold" and/or "the Company") and its controlled entities ("the Group") for the 
year ended 30 June 2019 ("the reporting period"). 
 
REVIEW OF THE BUSINESS 
 
Following the admission to trading on the AQUIS Stock Exchange (formerly NEX 
Growth Market) on 26 June 2018, the Company focused efforts on developing its 
Intrusive Related Gold System exploration technology and methodology and 
exploring its Queensland gold assets. 
 
This was done with assistance from the Australian Federal Government and a 
number of Australian research organisations. 
 
The Company holds a portfolio of Intrusive Related Gold System exploration 
targets in Queensland Australia which it is testing and refining the 
exploration methodology on and plans to monetise through divestment or joint 
venturing into development. 
 
The Company has a contract to mine diamonds on the South African Government's 
Alexkor diamond mine. 
 
The Company has made an application for a mining permit to mine (and process) 
heavy mineral sands coincident with the diamonds at the Alexkor diamond mining 
operation. 
 
For further details see the Managing Director's Statement on Page 5. 
 
RESULTS AND COMPARITIVE INFORMATION 
 
The Group incurred a loss after tax for the reporting period of GBP824,874 (2018: 
GBP3,277,549 loss as restated). 
 
On 17 April 2019, the Company established Tectonic Gold South Africa Pty Ltd 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -2-

which has since changed its name to Deep Blue Minerals Pty Ltd. The financial 
information for the reporting period includes that of Tectonic Gold Plc and its 
controlled entities for the whole reporting period and that of Deep Blue 
Minerals Pty Ltd for the reporting period since 17 April 2019. 
 
Comparative Information 
 
On 25 June 2018, Tectonic Gold (the legal parent) acquired Signature Gold Ltd 
(Signature Gold). Although the transaction was not a business combination, the 
acquisition has been accounted for as an asset acquisition with reference to 
the guidance for reverse acquisition in IFRS 3 Business Combinations and IFRS 2 
Share-based Payment. 
 
In preparing the Financial Statements, Signature Gold has been treated as the 
"accounting parent" and therefore the financial information for the comparative 
period for the Group includes that of Signature Gold and that of Tectonic Gold 
for the period since 25 June 2018. 
 
In 2018, the Company's Accounting Reference Date was extended to end on 30 June 
2018. Accordingly, as required by Companies House, the financial statements for 
the comparative period represent the period 1 January 2017 to 30 June 2018. 
 
Prior Year Adjustments 
 
The 2018 balances have been restated in the 2019 financial statements as PKF 
Littlejohn LLP found an error in the accounting treatment for the reverse 
acquisition during the 2019 audit. The 2018 balances were also restated to 
account for certain costs amounting to GBP45,250 that were not accrued for at the 
time and the fair value of options that were issued on 25 June 2018 which 
amount to GBP68,900. Further details are included in note 5 to the financial 
statements. 
 
   DIVIDENDS 
 
The Directors do not recommend the payment of a dividend and no amount has been 
paid or declared by way of a dividend to the date of this report (2018: GBPnil). 
 
KEY PERFORMANCE INDICATORS 
 
The key performance indicators are set out below. 
 
STATISTICS                                           30 June 2019     30 June 2018 
 
Net asset value                                        GBP2,509,709       GBP3,339,013 
 
Net asset value per share                                 0.0036p          0.0049p 
 
Closing share price as at 30 June 2019                       0.6p             1.4p 
 
Market capitalisation                                     GBP4.185m           GBP9.63m 
 
KEY RISKS AND UNCERTAINTIES 
 
Currently the principal risk lies in secure additional funding as and when 
necessary to continue with the core research and exploration business. The 
Company's projects are in the exploration phase of development and do not 
generate revenue. If the Company is unsuccessful in monetising its research 
developments or its exploration projects by attracting development partners or 
divesting assets it may need to raise additional capital as other junior 
exploration companies do from time to time. This risk is mitigated through the 
Company's corporate development efforts and active engagement with a number of 
gold mining companies, project funders and other investors for the purpose of 
attracting investment in one or more of the Company's projects or acquisition 
of one of the assets in line with the business plan. 
 
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES 
 
Details of the Company's financial risk management objectives and policies are 
set out in Note 27 to these financial statements. 
 
This report was approved by the Board of Directors on 26 June 2020 and signed 
on its behalf by: 
 
Brett Boynton 
 
Director 
 
DIRECTORS' REPORT 
 
year ended 30 JUNE 2019 
 
The Directors present their Report and the audited consolidated financial 
statements of Tectonic Gold plc ("Tectonic Gold" or the "Company") and its 
controlled entities ("Consolidated Entity" or "Group") for the year ended 30 
June 2019. 
 
DIRECTORS 
 
The Board comprised the following directors who served throughout the year and 
up to the date of this report save where disclosed otherwise: 
 
Name             Position                        Date Appointed/Resignation 
 
Bruce Fulton     Non-Executive Chairman          Appointed 25 June 2018 
 
Brett Boynton    Executive Chairman and Managing Executive Chairman: appointed 
                 Director                        16 February 2016 until 25 June 
                                                 2018. 
                                                 Managing Director and Chief 
                                                 Executive Officer appointed 26 
                                                 May 2015 
 
Sam Quinn        Executive Director              Appointed 20 February 2017 
 
Dennis Edmonds   Non-Executive Director          Appointed 28 April 2020 
 
Zeg Choudhry     Non-Executive Director          Appointed 19 September 2016 / 
                                                 Resigned 1 December 2019 
 
DIRECTORS' INTERESTS 
 
The above Directors' interests in the share capital of the Company at 30 June 
2019, held either directly or through related parties, were as follows: 
 
Name of director                                    Number of      % of ordinary share 
                                                 ordinary shares   capital and voting 
                                                                         rights 
 
Bruce Fulton                                            6,467,358                  0.99 
 
Brett Boynton                                         137,139,590                 20.96 
 
Sam Quinn                                               2,512,000                  0.38 
 
Zeg Choudhry                                                    -                     - 
 
                                                      146.118,948                 22.33 
 
Details of the options granted to or held by the Directors or former Directors 
are as follows: 
 
  Name of      Balance  Options  Options    Balance    Number     Grant  Average   Average 
director or    30 June  granted   lapsed    30 June  vested**      date exercise   date of 
  former          2018                        2019*                        price    expiry 
 director 
 
B Fulton    10,000,000        -        - 10,000,000 3,333,333 25-Jun-18       2p 25-Jun-22 
 
B Boynton   12,000,000        -        - 12,000,000 4,000,000 25-Jun-18       2p 25-Jun-22 
 
S Quinn     12,000,000        -        - 12,000,000 4,000,000 25-Jun-18       2p 25-Jun-22 
 
Z Choudhry           -        -        -          -         -         -        -         - 
 
*or at date of cessation if earlier. 
** The options vest in three tranches as follows: 
-   1/3 of the Options vested on 25 June 2018; 
-   1/3 of the Options vest on 25 December 2018 provided that on or after such 
date, certain performance conditions have been satisfied; and 
-   1/3 of the Options vest on 25 June 2019 provided that on or after such date 
certain performance condition have been satisfied. 
 
The Company has made qualifying third-party indemnity provisions for the 
benefit of the Directors in the form of Directors' and Officers' Liability 
insurance during the year which remain in force at the date of this report. 
 
DONATIONS 
 
The Company did not make any political or charitable donations during the 
reporting period (30 June 2019: nil). 
 
EMPLOYEE CONSULTATION 
 
The Company places considerable value on the involvement of its employees and 
has continued to keep them informed on matters affecting them as employees and 
on various factors affecting the performance of the Company. This is achieved 
through formal and informal meetings. Equal opportunity is given to all 
employees regardless of their sex, age, religion or ethnic origin. 
 
SIGNIFICANT SHAREHOLDINGS 
 
On 16 June 2020, the following were interested in 3 per cent. or more of the 
Company's share capital (including Directors, whose interests are also shown 
above): 
 
Name of shareholder                      Number of ordinary   % of ordinary 
                                               shares       share capital and 
                                                              voting rights 
 
Tickhill Holdings Pty Ltd*                       90,615,696             13.18% 
 
Blackbrook Nominees Pty Ltd**                    42,057,569              6.12% 
 
Agfund Investments Pty Ltd**                     33,646,055              4.89% 
 
Brookton Super Fund Pty Ltd*                     14,419,738              2.10% 
 
Titeline Drilling Pty Ltd                        26,650,000              3.88% 
 
Consolidated Resources Pte Ltd                   20,741,422              3.02% 
 
Brett Boynton*                                   16,686,023              2.44% 
 
* All holding associated with Brett             137,139,590             19.95% 
Boynton 
 
** All holdings associated with Peter           110,796,817             16.11% 
Prentice 
 
 
POST YEAR END EVENTS 
 
A list of post year events has been included in Note 30. 
 
GOING CONCERN 
 
The adoption of the going concern basis by the Directors is following a review 
of the current position of the Company and the forecasts for at least the next 
12 months. The cash and tradable securities together with the funds receivable 
and funding support expected from the Queensland State Government are forecast 
to enable to Company to meet its obligations and continue to operate for the 
foreseeable future. Thus, the directors continue to adopt the going concern 
basis in preparing the financial statements. It is beyond the scope of the 
Directors to predict any future impact of COVID 19 on any of these funding 
sources however and if for any reason it is not possible to sell any tradeable 
securities or State Government funding is not secured, this may impact the 
ability of the Company to meet its obligations and continue to operate as 
envisaged. Further details regarding the adoption of the going concern basis 
and uncertainty surrounding it can be found in note 4 of these financial 
statements. 
 
DISCLOSURE OF INFORMATION TO THE AUDITORS 
 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -3-

In the case of each of the persons who are directors of the Company at the date 
when this report is approved: 
 
·       So far as each director is aware, there is no relevant audit 
information of which the Company's auditors are unaware; and 
 
·       Each of the directors has taken all steps that they ought to have taken 
as a director to make themselves aware of any relevant audit information and to 
establish that the auditors are aware of the information. 
 
This information is given and should be interpreted in accordance with the 
provisions of Section 418 of the Companies Act 2006. 
 
AUDITOR 
 
PKF Littlejohn LLP have expressed their willingness to continue in office as 
auditor and it is expected that a resolution to reappoint them will be proposed 
at the next annual general meeting. 
 
The Board as a whole considers the appointment of external auditors, including 
their independence, specifically including the nature and scope of non-audit 
services provided. 
 
STATEMENT OF DIRECTORS' RESPONSIBILITIES 
 
The Directors are responsible for preparing the annual report and the financial 
statements in accordance with applicable law and regulations. 
 
Company law requires the directors to prepare financial statements for each 
financial year. Under that law the directors have prepared the Group and 
Company financial statements in accordance with International Financial 
Reporting Standards (IFRSs) as adopted by the European Union, and as regards 
the Company financial statements, as applied in accordance with the provisions 
of the Companies Act 2006. Under company law, the directors must not approve 
the financial statements unless they are satisfied that they give a true and 
fair view of the state of affairs of the Group and Company and of the profit or 
loss of the Group and Company for that period. In preparing these financial 
statements, the directors are required to: 
 
·       select suitable accounting policies and then apply them consistently; 
 
·       state whether applicable IFRSs have been followed, subject to any 
material departures disclosed and explained in the financial statements; 
 
·       make judgements and accounting estimates that are reasonable and 
prudent; and 
 
·       prepare the financial statements on the going concern basis unless it 
is inappropriate to presume that the Group and Company will continue in 
business. 
 
The directors are responsible for keeping adequate accounting records that are 
sufficient to show and explain the Group and Company's transactions and 
disclose with reasonable accuracy at any time the financial position of the 
Group and Company and enable them to ensure that the financial statements 
comply with the Companies Act 2006. 
 
The directors are also responsible for safeguarding the assets of the Group and 
Company and hence for taking reasonable steps for the prevention and detection 
of fraud and other irregularities. 
 
The directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the Company's website. 
Legislation in the United Kingdom governing the preparation and dissemination 
of financial statements may differ from legislation in other jurisdictions. 
 
CORPORATE GOVERNANCE 
 
The requirements of the 2016 UK Corporate Governance Code ("the Code"), as 
issued by the Financial Reporting Council, are not mandatory for companies 
traded on AQUIS Stock Exchange. The Directors recognise the value of the Code 
and apply the recommendations in so far as it is appropriate for a Company of 
its size. 
 
BOARD OF DIRECTORS 
 
The Company supports the concept of an effective Board leading and controlling 
the Company.  The Board of Directors is responsible for approving Company 
policy and strategy.  It meets regularly and has a schedule of matters 
specifically reserved to it for decision.  All Directors have access to advice 
from independent professionals at the Company's expense. Training is available 
for new and existing Directors, as necessary. 
 
The Board consists of the Non-Executive Chairman, Bruce Fulton, Managing 
Director, Brett Boynton, Executive Director, Sam Quinn and Non-Executive 
director, Zeg Choudhry. 
 
Since Admission to the AQUIS Stock Exchange on 25 June 2018, the Board has 
established properly constituted audit, remuneration and AQUIS Stock Exchange 
compliance committees with formally delegated duties and responsibilities, a 
summary of which is set out below. 
 
AUDIT COMMITTEE 
 
The Audit Committee comprises Bruce Fulton (Chairman), Sam Quinn and the Chief 
Financial Officer, Anne Adaley. The Committee meets at least twice a year and 
is responsible for ensuring the financial performance of the Company is 
properly reported on and monitored. It liaises with the auditor and reviews the 
reports from the auditor relating to the accounts. 
 
REMUNERATION COMMITTEE 
 
The Remuneration Committee comprises Bruce Fulton (Chairman) and Sam Quinn. The 
Committee meets at least twice a year and is responsible for reviewing the 
performance of Executive Directors and sets the scale and structure of their 
remuneration on the basis of their service agreements, with due regard to the 
interests of the shareholders and the performance of the Company. 
 
AQUIS STOCK EXCHANGE (FORMALLY NEX) COMPLIANCE COMMITTEE 
 
The role of the AQUIS Stock Exchange (formerly NEX) compliance committee is to 
ensure that the Company has in place sufficient procedures, resources and 
controls to enable it to comply with the AQUIS Stock Exchange Rules. The AQUIS 
Stock Exchange compliance committee make recommendations to the Board and 
proactively liaise with the Company's AQUIS Stock Exchange Corporate Adviser on 
compliance with the AQUIS Stock Exchange Rules. The AQUIS Stock Exchange 
compliance committee also monitors the Company's procedures to approve any 
share dealings by directors or employees in accordance with the Company's share 
dealing code. The members of the AQUIS Stock Exchange compliance committee are 
Brett Boynton (Chairman), Sam Quinn and Dennis Edmonds. 
 
SHARE DEALING CODE 
 
The Company has adopted a share dealing code for dealings in securities of the 
Company by directors and certain employees which is appropriate for a company 
whose shares are traded on the AQUIS Stock Exchange. This will constitute the 
Company's share dealing policy for the purpose of compliance with UK 
legislation including the Market Abuse Regulation and the relevant part of the 
AQUIS Stock Exchange Rules. It should be noted that the insider dealing 
legislation set out in the UK Criminal Justice Act 1993, as well as provisions 
relating to market abuse, also apply to the Company and dealings in Ordinary 
Shares. 
 
COMMUNICATIONS WITH SHAREHOLDERS 
 
Communications with shareholders are given a high priority by the management. 
In addition to the publication of an annual report and an interim report, there 
is regular dialogue with shareholders and analysts.  The Annual General Meeting 
is viewed as a forum for communicating with shareholders, particularly private 
investors.  Shareholders may question the Managing Director and other members 
of the Board at the Annual General Meeting. 
 
INTERNAL CONTROL 
 
The Directors acknowledge they are responsible for the Company's system of 
internal control and for reviewing the effectiveness of these systems. The risk 
management process and systems of internal control are designed to manage 
rather than eliminate the risk of the Company failing to achieve its strategic 
objectives. It should be recognised that such systems can only provide 
reasonable and not absolute assurance against material misstatement or loss. 
The Company has well established procedures which are considered adequate given 
the size of the business. 
 
REMUNERATION 
 
The remuneration of the directors has been fixed by the Board as a whole. The 
Board seeks to provide appropriate reward for the skill and time commitment 
required so as to retain the right calibre of director at a cost to the Company 
which reflects current market rates. 
 
Details of directors' fees and of payments made to directors for professional 
services rendered are set out in Note 11 to the financial statements and 
details of the directors' share options are set out in the Directors' Report. 
 
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL FINANCIAL 
REPORT 
 
We confirm that to the best of our knowledge: 
 
·       the financial statements, prepared in accordance with the applicable 
set of accounting standards, give a true and fair view of the assets, 
liabilities, financial position and profit or loss of the Company and the 
undertakings included in the consolidation taken as a whole; and 
 
·       the Directors' report includes a fair review of the development and 
performance of the business and the position of the issuer and the undertakings 
included in the consolidation taken as a whole, together with a description of 
the principal risks and uncertainties that they face. 
 
This report was approved by the board of directors on 26 June 2020 and signed 
on its behalf by: 
 
Brett Boynton 
 
Director 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMEBERS OF TECTONIC GOLD PLC 
 
FOR the year ended 30 JUNE 2019 
 
Opinion 
 
We have audited the financial statements of Tectonic Gold Plc (the 'parent 
company') and its subsidiaries (the 'group') for the year ended 30 June 2019 
which comprise the Consolidated Statement of Profit or Loss and Other 
Comprehensive Income, the Group and Parent Company Statements of Financial 
Position, the Group and Parent Company Statements of Changes in Equity, the 
Group Statement of Cash Flows and notes to the financial statements, including 
a summary of significant accounting policies. The financial reporting framework 
that has been applied in their preparation is applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the European Union and as 
regards the parent company financial statements, as applied in accordance with 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -4-

the provision of the Companies Act 2006. 
 
In our opinion: 
 
·       the financial statements give a true and fair view of the state of the 
group's and of the parent company's affairs as at 30 June 2019 and of the 
group's and parent company's loss for the year then ended; 
 
·       the group financial statements have been properly prepared in 
accordance with IFRSs as adopted by the European Union; 
 
·       the parent company financial statements have been properly prepared in 
accordance with IFRSs as adopted by the European Union and as applied in 
accordance with the provisions of the Companies Act 2006; and 
 
·       the financial statements have been prepared in accordance with the 
requirements of the Companies Act 2006. 
 
Basis for opinion 
 
We conducted our audit in accordance with International Standards on Auditing 
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards 
are further described in the Auditor's responsibilities for the audit of the 
financial statements section of our report. We are independent of the group and 
parent company in accordance with the ethical requirements that are relevant to 
our audit of the financial statements in the UK, including the FRC's Ethical 
Standard as applied to listed entities, and we have fulfilled our other ethical 
responsibilities in accordance with these requirements. We believe that the 
audit evidence we have obtained is sufficient and appropriate to provide a 
basis for our opinion. 
 
Conclusions relating to going concern 
 
We have nothing to report in respect of the following matters in relation to 
which the ISAs (UK) require us to report to you where: 
 
·       the directors' use of the going concern basis of accounting in the 
preparation of the financial statements is not appropriate; or 
 
·       the directors have not disclosed in the financial statements any 
identified material uncertainties that may cast significant doubt about the 
group's or the parent company's ability to continue to adopt the going concern 
basis of accounting for a period of at least twelve months from the date when 
the financial statements are authorised for issue. 
 
Our application of materiality 
 
Materiality for the group financial statements as a whole was set at GBP93,000. 
This has been calculated based on a benchmark of 3% of gross assets, which we 
determined in our professional judgment to be the main driver of the business 
as the group is still in the exploration stage and therefore no revenues are 
currently being generated, and current and potential investors will be most 
interested in the recoverability of the exploration and evaluation assets. 
 
Materiality for the parent company financial statements was set at GBP92,999, 
determined with reference to a benchmark of 3% of gross assets. From a company 
perspective the key benchmark is gross assets, given that this a holding 
company whose value is derived from the underlying subsidiary. 
 
Component materiality was set lower than our overall group materiality and 
ranged from GBP1,500 to GBP89,000. Performance materiality for the group, and all 
significant components, was set at 80% of overall materiality. 
 
We reported to the directors all corrected and uncorrected misstatements we 
identified throughout our audit with a value in excess of GBP4,670, in addition 
to other audit misstatements below that threshold that we believed warranted 
reporting on qualitative grounds. 
 
An overview of the scope of our audit 
 
In designing our audit, we determined materiality and assessed the risk of 
material misstatement in the financial statements. In particular, we looked at 
areas involving significant accounting estimates and judgement by the 
directors, including the carrying value of assets, and considered future events 
that are inherently uncertain. 
 
We also addressed the risk of management override of internal controls, 
including evaluating whether there was evidence of bias by the directors that 
represented a risk of material misstatement due to fraud. 
 
We also addressed the going concern risk, evaluating whether there were any 
indicators that the Group were unable to continue as a going concern due to 
restricted access to funding. 
 
The key balances held within all significant components are the exploration and 
evaluation intangible assets. The significant risk and key audit matter is in 
relation to the recoverability of these assets, to confirm that no impairment 
is required in line with IFRS 6. 
 
Key audit matters 
 
Key audit matters are those matters that, in our professional judgment, were of 
most significance in our audit of the financial statements of the current 
period and include the most significant assessed risks of material misstatement 
(whether or not due to fraud) we identified, including those which had the 
greatest effect on: the overall audit strategy, the allocation of resources in 
the audit; and directing the efforts of the engagement team. These matters were 
addressed in the context of our audit of the financial statements as a whole, 
and in forming our opinion thereon, and we do not provide a separate opinion on 
these matters. 
 
Key audit matter                       How the scope of our audit responded to 
                                       the key audit matter 
 
Going Concern- GROUP AND COMPANY 
(refer to note 3)                      We performed the following procedures: 
There is a risk that further funding   ·       Critically assessed cash flow 
will not be accessible.                forecasts and budgets; 
With the current ongoing Covid-19      ·       Undertook sensitivity analysis 
situation the future of the Group      on management's forecasts; 
could be affected with the reduced     ·       Discussed these matters with 
access to funding.                     management; 
                                       ·       Reviewed the group's assessment 
                                       of the impact of Covid-19 using our 
                                       knowledge of the business and the 
                                       industry that the group operates in; 
                                       ·       Evaluated the adequacy of 
                                       disclosures made in the financial 
                                       statements. 
 
Capitalisation and recoverability of 
mining exploration expenses - GROUP    We performed the following procedures: 
(refer to Note 17)                     ·       Agreed additions during the 
IFRS 6 allows the capitalisation of    year to invoices and other supporting 
exploration and evaluation             documentation, ensuring the expenditure 
expenditures incurred in connection    has been capitalised in accordance with 
with the exploration and evaluation of IFRS 6; 
mineral resources before the technical ·       Assessed management's 
feasibility and commercial viability   impairment review, taking into account 
of extracting a mineral resource is    both internal and external indicators; 
demonstrable. There is a risk that     ·       Verified good title to project 
this has not been applied correctly    licenses; and 
causing misstatements.                 ·       Discussed with management the 
There is a risk that the amounts       scope of their future budgeted and 
capitalised do not meet the            planned expenditure on each license 
recognition criteria in accordance     area. 
with IFRS 6. 
The recoverability of the asset is 
highly judgemental due to the early 
stage nature of the projects and the 
contingent nature of obtaining a 
mining permit. 
 
Other information 
 
The other information comprises the information included in the annual report, 
other than the financial statements and our auditor's report thereon. The 
directors are responsible for the other information.  Our opinion on the group 
and parent company financial statements does not cover the other information 
and, except to the extent otherwise explicitly stated in our report, we do not 
express any form of assurance conclusion thereon. In connection with our audit 
of the financial statements, our responsibility is to read the other 
information and, in doing so, consider whether the other information is 
materially inconsistent with the financial statements or our knowledge obtained 
in the audit or otherwise appears to be materially misstated. If we identify 
such material inconsistencies or apparent material misstatements, we are 
required to determine whether there is a material misstatement in the financial 
statements or a material misstatement of the other information. 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. 
 
Opinions on other matters prescribed by the Companies Act 2006 
 
In our opinion, based on the work undertaken in the course of the audit: 
 
·       the information given in the strategic report and the directors' report 
for the financial year for which the financial statements are prepared is 
consistent with the financial statements; and 
 
·    the strategic report and the directors' report have been prepared in 
accordance with applicable legal requirements. 
 
Matters on which we are required to report by exception 
 
In the light of the knowledge and understanding of the group and the parent 
company and their environment obtained in the course of the audit, we have not 
identified material misstatements in the strategic report or the directors' 
report. 
 
We have nothing to report in respect of the following matters in relation to 
which the Companies Act 2006 requires us to report to you if, in our opinion: 
 
·       adequate accounting records have not been kept by the parent company, 
or returns adequate for our audit have not been received from branches not 
visited by us; or 
 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -5-

·       the parent company financial statements are not in agreement with the 
accounting records and returns; or 
 
·       certain disclosures of directors' remuneration specified by law are not 
made; or 
 
·       we have not received all the information and explanations we require 
for our audit. 
 
Responsibilities of directors 
 
As explained more fully in the statement of directors' responsibilities, the 
directors are responsible for the preparation of the group and parent company 
financial statements and for being satisfied that they give a true and fair 
view, and for such internal control as the directors determine is necessary to 
enable the preparation of financial statements that are free from material 
misstatement, whether due to fraud or error. 
 
In preparing the group and parent company financial statements, the directors 
are responsible for assessing the group's and the parent company'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 company or to cease operations, or 
have no realistic alternative but to do so. 
 
Auditor's responsibilities for the audit of the financial statements 
 
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 ISAs (UK) 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 the financial 
statements is located on the Financial Reporting Council's website at: https: 
www.frc.org.uk/auditorsresponsibilities. This description forms part of our 
auditor's report. 
 
Use of our report 
 
This report is made solely to the company's members, as a body, in accordance 
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been 
undertaken so that we might state to the company's members those matters we are 
required to state to them in an auditor's report and for no other purpose. To 
the fullest extent permitted by law, we do not accept or assume responsibility 
to anyone other than the company and the company's members as a body, for our 
audit work, for this report, or for the opinions we have formed. 
 
Eric Hindson (Senior Statutory Auditor)                              15 
Westferry Circus 
For and on behalf of PKF Littlejohn LLP                              Canary 
Wharf 
Statutory 
Auditor 
London E14 4HD 
26 June 2020 
 
 
CONSOLIDATED STATEMENT OF PROFIT OR LOSS 
AND OTHER COMPREHENSIVE INCOME 
FOR THE YEAR ENDED 30 JUNE 2019 
 
                                               NOTE              2019            2018 
                                                                             restated 
 
                                                                  GBP             GBP 
 
Revenue from continuing operations              7              31,862         198,694 
 
Expenses from continuing operations: 
 
Accounting and audit fees                                    (88,673)       (125,438) 
 
Administration and office costs                 5            (27,077)        (48,993) 
 
Corporate costs                                 5           (115,806)        (21,203) 
 
Amortisation and depreciation                                 (1,338)         (1,659) 
 
Employee benefits, management fees and on       11           (89,777)        (10,408) 
costs 
 
Exploration and tenement costs                               (36,388)        (52,550) 
 
Insurance                                                    (17,233)        (17,134) 
 
Legal expenses                                                    396       (319,601) 
 
Options fee and associated costs                                    -       (199,520) 
 
Impairment of exploration costs                             (703,936)       (182,153) 
 
Bad debt expense                                             (64,173)        (93,050) 
 
Fair value of warrants issued and vested                            -        (68,900) 
 
Share based payment recognised on reverse        9                  -     (2,582,872) 
acquisition 
 
Other expenses                                               (38,945)         (9,572) 
 
(Loss) from continuing operations before                  (1,151,088)     (3,534,359) 
income tax 
 
Income tax benefit                              12            326,214         256,810 
 
Net (loss) for the reporting period                         (824,874)     (3,277,549) 
 
Foreign exchange on translation of foreign                   (34,430)        (58,251) 
subsidiaries 
 
Total comprehensive (loss) for the year                     (859,304)     (3,335,800) 
 
Earnings per share attributable to owners of 
the company 
 
Basic and diluted (pence per share) 
 
From continuing operations                      13            (0.120)          (1.80) 
 
    The accompanying notes form part of these financial statements. 
 
On 17 April 2019, the Company established Tectonic Gold South Africa which has 
since changed its name to Deep Blue Minerals Pty Ltd. The financial information 
for the reporting period includes that of Tectonic Gold Plc and its controlled 
entities for the whole reporting period and that of Deep Blue Minerals Pty Ltd 
for the reporting period since 17 April 2019. 
 
 Comparative Information 
 
In 2018, the Company's Accounting Reference Date was extended to end on 30 June 
2018. Accordingly, as required by Companies House, the financial statements for 
the comparative period represent the period from 1 January 2017 to 30 June 
2018. 
 
The Group was formed on 25 June 2018 with the reverse takeover of Signature 
Gold Ltd, by Tectonic Gold Plc (the legal parent entity).  In preparing the 
Financial Statements, Signature Gold Limited has been treated as the 
"accounting parent" and therefore the financial information for the reporting 
period includes that of Signature Gold Limited for the whole period, and that 
of Tectonic Gold Plc and its controlled entity for the reporting period since 
25 June 2018. See Note 9 for further details. 
 
 
STATEMENT OF FINANCIAL POSITION 
AS AT 30 JUNE 2019 
 
                              NOTE     30-Jun-19    30-Jun-18    30-Jun-19    30-Jun-18 
                                                     restated                  restated 
 
                                           GROUP        GROUP      COMPANY      COMPANY 
 
                                             GBP          GBP          GBP          GBP 
 
ASSETS 
 
NON-CURRENT ASSETS 
 
Trade and other receivables    15              -            -    1,341,710    1,303,368 
 
Plant and equipment            16          6,603        2,152            -            - 
 
Exploration and evaluation     17      2,663,707    2,830,470            -            - 
expenditure 
 
Investments in controlled      19              -            -    3,605,259    3,605,254 
entities 
 
TOTAL NON-CURRENT ASSETS               2,670,310    2,832,621    4,946,969    4,908,622 
 
CURRENT ASSETS 
 
Cash and cash equivalents      14         34,875      149,397       22,846       11,130 
 
Trade and other receivables    15          7,913      359,869            -      280,077 
 
Financial assets at fair       18         40,122       40,122       40,122       40,122 
value through profit and loss 
 
Other assets                   20        360,412      647,688        5,100       10,454 
 
TOTAL CURRENT ASSETS                     443,322    1,197,076       68,068      341,783 
 
TOTAL ASSETS                           3,113,632    4,029,698    5,015,037    5,250,405 
 
EQUITY 
 
Share capital                  24      6,100,615    6,099,615    6,100,615    6,099,615 
 
Share premium account                 60,146,216   60,117,216   60,146,216   60,117,216 
 
RTO Reserve                    25   (57,976,182) (57,976,182)            -            - 
 
Warrant reserves               25         95,098       95,098       95,098       95,098 
 
Foreign exchange translation   25       (92,681)     (58,251)            -            - 
reserves 
 
Accumulated losses                   (5,763,357)  (4,938,483) (61,439,800) (61,192,585) 
 
TOTAL EQUITY                           2,509,709    3,339,013    4,902,130    5,119,345 
 
LIABILITIES 
 
NON-CURRENT LIABILITIES 
 
Trade and other payables       21         15,913       16,198            -            - 
 
Borrowings                     22        236,793      168,868            -            - 
 
Employee benefits              23         11,363       10,120            -            - 
 
TOTAL NON-CURRENT LIABILITES             264,069      195,187            -            - 
 
CURRENT LIABILITIES 
 
Trade and other payables       21        275,680      481,405       62,907      131,060 
 
Borrowings                     22         50,000            -       50,000            - 
 
Employee benefits              23         14,174       14,092            -            - 
 
TOTAL CURRENT LIABILITES                 339,853      495,497      112,907      131,060 
 
TOTAL LIABILITIES                        603,923      690,684      112,907      131,060 
 
TOTAL EQUITY AND LIBAILITIES           3,113,632    4,029,698    5,015,037    5,250,405 
 
As permitted by s408 Companies Act 2006, the Company has not presented its own 
profit and loss account and related notes. The Company's loss for the year was 
GBP247,215 (2018: loss of GBP1,020,263) 
 
The accompanying notes form part of these financial statements. 
 
These financial statements were approved by the Board of Directors on 26 June 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -6-

2020 and signed on their behalf by: 
 
Brett Boynton 
Director 
Company number: 05173250 
 
STATEMENT OF CHANGES IN EQUITY 
FOR THE YEAR ENDED 30 JUNE 2019 
GROUP 
 
FOR THE PERIOD 1 JANUARY 2017 TO 30 JUNE 2018 
 
                                       ISSUED      SHARE WARRANT          RTO   FOREIGN ACCUMULATED       TOTAL 
                                      CAPITAL    PREMIUM RESERVE      RESERVE  CURRENCY      LOSSES 
                                                                                RESERVE 
 
                                          GBP        GBP     GBP          GBP       GBP         GBP         GBP 
 
Balance at 1 January 2017           3,064,795          -       -            -         - (1,660,934)   1,403,861 
 
Total comprehensive loss for the            -          -       -            -  (58,251) (3,277,549) (3,335,800) 
period 
 
Transactions with owners, 
recorded directly in equity: 
 
Issue of share capital by           1,066,798          -       -            -         -           -   1,066,798 
Signature Gold prior to the 
reverse acquisition of Tectonic 
Gold Plc 
 
Signature Gold share capital      (4,131,593)          -       -    4,131,593         -           -           - 
transfer to RTO reserve 
 
Recognition of Tectonic equity at   6,048,890 56,032,687  26,198 (58,502,521)         -           -   3,605,255 
reverse acquisition 
 
Issue of shares for acquisition        45,000  3,560,254       -  (3,605,254)         -           -           - 
of subsidiary 
 
Shares issued by Tectonic Gold          5,725    524,275       -            -         -           -     530,000 
since the acquisition 
 
Share-based payment                         -          -  68,900            -         -           -      68,900 
 
Balance as at 30 June 2018          6,099,615 60,117,216  95,098 (57,976,182)  (58,251) (4,938,483)   3,339,013 
 
 
 
GROUP                          ISSUED      SHARE  WARRANT          RTO  FOREIGN ACCUMULATED     TOTAL 
FOR THE YEAR ENDED 30         CAPITAL    PREMIUM  RESERVE      RESERVE CURRENCY      LOSSES 
JUNE 2019                                                               RESERVE 
 
                                  GBP        GBP      GBP          GBP      GBP         GBP       GBP 
 
Balance at 1 July 2018      8,266,848          -        -            - (58,251) (4,824,334) 3,384,263 
 
Prior year adjustment     (2,167,233) 60,117,216   95,098 (57,976,182)        -   (114,149)  (45,250) 
 
Balance at 1 July 2018      6,099,615 60,117,216   95,098 (57,976,182) (58,251) (4,938,483) 3,339,013 
(restated) 
 
Total comprehensive loss                       -                     - (34,430)   (824,874) (859,304) 
for the period 
 
Transactions with owners, 
recorded directly in 
equity: 
 
Shares Issued - 1 June          1,000     29,000        -            -        -           -    30,000 
2019 
 
Balance as at 30 June       6,100,615 60,146,216   95,098 (57,976,182) (92,681) (5,763,357) 2,509,709 
2019 
 
The accompanying notes form part of these financial statements 
 
COMPANY                                          SHARE       SHARE     WARRANT  ACCUMULATED                  TOTAL 
FOR THE PERIOD 1 JANUARY 2017 TO 31            CAPITAL     PREMIUM    RESERVES       LOSSES                 EQUITY 
DECEMBER 2018 
 
                                                   GBP         GBP         GBP          GBP                    GBP 
 
Balance at 1 January 2017                    6,048,557  55,900,025     454,527 (60,534,322)              1,868,787 
 
Total comprehensive loss for the period              -           -           -  (1,020,263)            (1,020,263) 
 
Transactions with owners, recorded 
directly in equity: 
 
Issue of shares and warrants                         -           -           -            - 
                                                                                                               - 
 
Shares issued - 25 June 2018 (3,333,333            333      66,333           -            -                 66,666 
shares issued to Directors) 
 
Issue of shares for acquisition of              45,000   3,560,254           -            -              3,605,254 
subsidiary 
 
Shares issued by Tectonic Gold since the         5,725     524,275                                         530,000 
acquisition 
 
Share based payment costs                            -      66,329   (359,429)    (362,000)               68,900 
 
Balance at 30 June 2018                      6,099,615  60,117,216      95,098 (61,192,585)              5,119,345 
 
 
 
COMPANY                                          SHARE       SHARE     WARRANT  ACCUMULATED                  TOTAL 
FOR THE YEAR ENDED 30 JUNE 2019                CAPITAL     PREMIUM    RESERVES       LOSSES                 EQUITY 
 
                                                   GBP         GBP         GBP          GBP                    GBP 
 
Balance at 1 July 2018                       6,096,541  65,448,708     454,527 (61,440,435)             10,559,341 
 
Prior year adjustment                            3,074 (5,331,492)   (359,429)      247,850            (5,439,997) 
 
Balance at 1 July 2018 (restated)            6,099,615  60,117,216      95,098 (61,192,585)              5,119,344 
 
Total comprehensive loss for the period              -           -           -    (247,215)              (247,215) 
 
Transactions with owners, recorded 
directly in equity: 
 
Issue of shares and warrants                         -           -           -            - 
                                                                                                               - 
 
Shares issued -1 June 2019                       1,000      29,000           -            -                 30,000 
 
Balance at 30 June 2019                      6,100,615  60,146,216      95,098 (61,439,800)              4,902,130 
 
The accompanying notes form part of these financial statements 
 
                                                           30-Jun-19    30-Jun-18 
 
                                               NOTE            GROUP        GROUP 
 
                                                                 GBP          GBP 
 
CASH FLOWS FROM OPERATING 
ACTIVITIES 
 
Cash receipts in the course of                                62,832            - 
operations 
 
Cash payments in the course of                             (586,464)    (487,882) 
operations 
 
Research and Development Tax                                 326,214      256,810 
Incentive Claim 
 
Interest received                                                  -        2,516 
 
Net cash used in operating                       26        (197,418)    (228,556) 
activities 
 
CASH FLOWS USED IN INVESTING 
ACTIVITIES 
 
Payments for exploration and                               (279,351)    (914,538) 
evaluation expenditure 
 
Payments for property, plant                                 (6,911)      (2,609) 
and equipment 
 
Payment for security deposit                                   (276)      (2,120) 
 
Cash acquired on acquisition of                                    -       27,870 
Tectonic Gold plc 
 
Net cash used in investing                                 (286,538)    (891,397) 
activities 
 
CASH FLOWS FROM FINANCING 
ACTIVITIES 
 
Proceeds from issue of shares                                280,000            - 
 
Proceeds from borrowings                                      89,418    1,381,769 
 
Repayment of borrowings                                            -    (232,675) 
 
Net cash provided by financing                               369,418    1,149,094 
activities 
 
Net (decrease)/increase in cash                            (114,539)       29,141 
held and cash equivalents 
 
Cash and cash equivalents at                                 149,397      126,236 
the beginning of the period 
 
Effects of exchange rate                                          17      (5,980) 
changes on cash and cash 
equivalents 
 
Cash and cash equivalents at                                  34,875      149,397 
the end of the period 
 
STATEMENT OF CASH FLOWS 
FOR THE YEAR ENDED 30 JUNE 2019 
The accompanying notes form part of these financial statements. 
 
                                                             30-Jun-19    30-Jun-18 
 
                                                 NOTE          COMPANY      COMPANY 
 
                                                                   GBP          GBP 
 
CASH FLOWS FROM OPERATING ACTIVITIES 
 
Cash receipts in the course of                                  40,380            - 
operations 
 
Cash payments in the course of                               (246,664)        (137) 
operations 
 
Net cash used in operating                         26        (206,284)        (137) 
activities 
 
CASH FLOWS USED IN INVESTING 
ACTIVITIES 
 
Loan to Deep Blue Minerals Pty Ltd                            (15,000)            - 
 
Loan to Signature Gold Pty Ltd                                (47,000)            - 
 
Net cash used in investing                                    (62,000)     (11,267) 
activities 
 
CASH FLOWS FROM FINANCING ACTIVITIES 
 
Proceeds from issue of shares                                  280,000            - 
 
Net cash provided by financing                                 280,000            - 
activities 
 
Net (decrease)/increase in cash held                            11,716        (137) 
and cash equivalents 
 
Cash and cash equivalents at the                                11,130       11,267 
beginning of the period 
 
Effects of exchange rate changes on                                  -            - 
cash and cash equivalents 
 
Cash and cash equivalents at the end                            22,846       11,130 
of the period 
 
The accompanying notes form part of these financial statements. 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
 
FOR THE YEAR ENDED 30 JUNE 2019 
 
1.    GENERAL INFORMATION 
 
Tectonic Gold Plc is a company incorporated in the United Kingdom under the 
Companies Act 2006. The nature of the Company's operations and its principal 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -7-

activities are set out in the Strategic Report and the Directors' Report on 
pages 4 and 6. 
 
2.    STATEMENT OF COMPLIANCE 
 
The financial statements comply with International Financial Reporting 
Standards as adopted by the European Union. 
 
(a) New and amended standards adopted by the Company: 
 
As of 1 July 2018, the Company has adopted IFRS 9 and IFRS 15. The Company 
adopted IFRS 9, Financial Instruments ('IFRS 9'), which replaced IAS 39, 
Financial Instruments: Recognition and Measurement. IFRS 9 addresses the 
classification, measurement and recognition of financial assets and 
liabilities. 
 
The Company reviewed the financial assets and liabilities reported on its 
Statement of Financial Position and completed an assessment between IAS 39 and 
IFRS 9 to identify any accounting changes. The financial assets subject to this 
review were intercompany loans receivable. The financial liabilities subject to 
this review were intercompany loans payable and convertible loan notes. Based 
on this assessment of the classification and measurement model, there were no 
changes to classification and measurement other than changes in terminology. 
 
IFRS 15 requires an expected quantitative impact of the application of IFRS 15 
to be included within the financial statements. The Group and Company has 
minimal revenue and as such there is no impact of IFRS 15. 
 
Of the other IFRSs and IFRICs adopted in 2019, none have had a material effect 
on the Group or Company's Financial Statements. 
 
(b) New and amended standards issued but not yet effective and not early 
adopted: 
 
Standards, amendments and interpretations that are not yet effective and have 
not been early adopted are as follows: 
 
STANDARD     IMPACT ON INITIAL            EFFECTIVE FOR     EXPECTED TO BE 
             APPLICATION                  ANNUAL REPORTING  INITIALLY APPLIED 
                                          PERIODS BEGINNING IN THE FINANCIAL 
                                          ON OR AFTER       YEAR ENDING 
 
IFRS 16      Leases                       1 January 2019    30 June 2020 
Leases 
 
IFRIC 23     Uncertainty over Income Tax  1 January 2019    30 June 2020 
             treatments 
 
IFRS 9       Prepayment features with     1 January 2019    30 June 2020 
(Amendments) negative compensation 
 
IAS 28       Long term interests in       1 January 2019    30 June 2020 
(Amendments) associates and joint 
             ventures 
 
2015-2017    Annual improvements to IFRS  1 January 2019    30 June 2020 
Cycle        Standards 
 
IFRS 3       Business combinations        1 January 2019*   30 June 2020 
(Amendments) 
 
*subject to EU endorsement. 
 
Of these IFRSs and IFRICs, none are expected to have a material effect on 
future Group or Company financial statements. 
 
3.    ACCOUNTING POLICIES 
 
This financial report includes the consolidated financial statement and notes 
of Tectonic Gold Plc ("the Company") and its controlled entities ("Consolidated 
Entity" or "Group"). 
 
The principal accounting policies adopted and applied in the preparation of the 
Group's Financial statements are set out below. These have been consistently 
applied to all the years presented unless otherwise stated: 
 
BASIS OF ACCOUNTING 
 
The financial statements have been prepared in accordance with International 
Financial Reporting Standards (IFRS) as adopted for use in the European Union 
("EU") applied in accordance with the provisions of the Companies Act 2006. 
 
IFRS is subject to amendment and interpretation by the International Accounting 
Standards Board ("IASB") and the International Financial Standards 
Interpretations Committee ("IFRS IC") and there is an ongoing process of review 
and endorsement by the European Commission. The accounts have been prepared on 
the basis of the recognition and measurement principles of IFRS that were 
applicable at 30 June 2019. 
 
RESULTS AND COMPARATIVE INFORMATION 
 
On 17 April 2019 the Company established Tectonic Gold South Africa which has 
since changed its name to Deep Blue Minerals. The financial information for the 
reporting period includes that of Tectonic Gold Plc and its controlled entities 
for the whole reporting period and that of Deep Blue Minerals for the reporting 
period since 17 April 2019. 
 
Comparative Information 
 
On 25 June 2018, Tectonic Gold (the legal parent) acquired Signature Gold Ltd 
(Signature Gold). Although the transaction was not a business combination, the 
acquisition has been accounted for as an asset acquisition with reference to 
the guidance for reverse acquisition in IFRS 3 Business Combinations and IFRS 2 
Share-based Payment. Refer to Note 9 for further details. 
 
In preparing the Financial Statements, Signature Gold has been treated as the 
"accounting parent" and therefore the financial information for the comparative 
period for the Group includes that of Signature Gold and that of Tectonic Gold 
for the period since 25 June 2018. 
 
In 2018, the Company's Accounting Reference Date was extended to end on 30 June 
2018. Accordingly, as required by Companies House, the financial statements for 
the comparative period represent the period 1 January 2017 to 30 June 2018. 
 
PRIOR YEAR ADJUSTMENTS 
 
The 2018 balances have been restated in the 2019 financial statements as PKF 
Littlejohn LLP found an error in the accounting treatment for the reverse 
acquisition during the 2019 audit. The 2018 balances were also restated to 
account for certain costs amounting to GBP45,250 that were not accrued for 
together with the fair value of options that were issued on 25 June 2018 which 
amount to GBP68,900. Further details are included in note 5 to the financial 
statements. 
 
BASIS OF CONSOLIDATION 
 
Where the Group has control over an investee, it is classified as a subsidiary. 
The Group controls an investee if all three of the following elements are 
present: power over the investee, exposure to variable returns from the 
investee, and the ability of the investor to use its power to affect those 
variable returns. Control is reassessed whenever facts and circumstances 
indicate that there may be a change in any of these elements of control. 
 
The consolidated financial statements comprise the financial statements of the 
Company and its subsidiaries as at the end of the reporting period. The 
financial statements of the subsidiaries used in the preparation of the 
consolidated financial statements are prepared for the same reporting date as 
for the Company. Consistent accounting policies are applied to like 
transactions and events in similar circumstances. All intra-group balances, 
balances and unrealised gains and losses resulting from intra-group 
transactions and dividends are eliminated in full. 
 
Subsidiaries are consolidated from the date of acquisition, being the date on 
which the Group obtains control, and continue to be consolidated until the date 
that such control ceases. 
 
GOING CONCERN 
 
Any consideration of the foreseeable future involves making a judgement, at a 
particular point in time, about future events which are inherently uncertain. 
The ability of the Group and Company to carry out their planned business 
objectives is dependent on the continuing ability to raise adequate financing 
from equity investors and/or the achievement of profitable operations. 
 
The adoption of the going concern basis by the Directors is following a review 
of the current position of the Company and the forecasts for the next 12 
months. The cash and tradable securities together with the funds receivable and 
funding support expected from the Queensland State Government are forecast to 
enable the Group and Company to meet their obligations and continue to operate 
for the foreseeable future. Thus, the directors continue to adopt the going 
concern basis in preparing the financial statements. It is beyond the scope of 
the Directors to predict any future impact of COVID 19 on any of these funding 
sources however and if for any reason it is not possible to sell any tradeable 
securities or State Government funding is not secured, this may impact the 
ability of the Group and Company to meet their obligations and continue to 
operate as envisaged. Further details regarding the adoption of the going 
concern basis and uncertainty surrounding it can be found in note 4 of these 
financial statements. 
 
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS (2018 DISCLOSED AS 
AVAILABLE FOR SALE INVESTMENTS) 
 
Investments are initially measured at fair value plus directly attributable 
incidental acquisition costs.  Subsequently, they are measured at fair value in 
accordance with IAS 39. This is either the bid price or the last traded price, 
depending on the convention of the exchange on which the investment is quoted. 
 
Investments are recognised as available-for-sale financial assets. Gains and 
losses on measurement are recognised in other comprehensive income except for 
impairment losses and foreign exchange gains and losses on monetary items 
denominated in a foreign currency, until the assets are derecognised, at which 
time the cumulative gains and losses previously recognised in other 
comprehensive income are recognised in the income statement. 
 
The Company assesses at each year end date whether there is any objective 
evidence that a financial asset or group of financial assets classified as 
available-for-sale has been impaired. An impairment loss is recognised if there 
is objective evidence that an event or events since initial recognition of the 
asset have adversely affected the amount or timing of future cash flows from 
the asset. A significant or prolonged decline in the fair value of a security 
below its cost shall be considered in determining whether the asset is 
impaired. 
 
INVESTMENTS 
 
In the Company's separate financial statements, investments in subsidiaries are 
accounted for at cost less impairment losses. 
 
FOREIGN CURRENCIES 
 
The Company's financial statements are presented in the currency of the primary 
economic environment in which it operates (its functional currency).  For the 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -8-

purpose of these financial statements, the results and financial position are 
expressed in Pounds Sterling, which is the presentation currency of the 
Company. 
 
Each entity in the Group determines its own functional currency and items 
included in the financial statements of each entity are measured using that 
functional currency. 
 
Exchange differences arising on the settlement of monetary items, and on the 
retranslation of monetary items, are included in the income statement. 
Exchange differences arising on the retranslation of non-monetary items carried 
at fair value are included in profit or loss for the period, except for 
differences arising on the retranslation of non-monetary items in respect of 
which gains and losses are recognised directly in equity.  For such 
non-monetary items, any exchange component of that gain or loss is also 
recognised directly in equity. 
 
FOREIGN CURRENCIES 
 
When a decline in the fair value of a financial asset classified as 
available-for-sale has been previously recognised in other comprehensive income 
and there is objective evidence that the asset is impaired, the cumulative loss 
is removed from other comprehensive income and recognised in the income 
statement. The loss is measured as the difference between the cost of the 
financial asset and its current fair value less any previous impairment. 
 
For the purpose of presenting Company financial statements, the assets and 
liabilities of any of the Company's operations that are overseas are translated 
at exchange rates prevailing on the year-end date.  Income and expense items 
are translated at the average exchange rates for the period. 
 
Any translation differences on consolidation are recognised in Other 
Comprehensive Income 
 
TAXATION 
 
The tax expense represents the sum of the tax currently payable and deferred 
tax. 
 
The tax currently payable is based on taxable profit for the year.  Taxable 
profit differs from net profit as reported in the income statement because it 
excludes items of income or expense that are taxable or deductible in other 
years and it further excludes items that are never taxable or deductible.  The 
Company's liability for current tax is calculated using tax rates that have 
been enacted or substantively enacted by the year end date. 
 
Deferred tax is the tax expected to be payable or recoverable on temporary 
differences between the carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax bases used in the computation of 
taxable profit, and is accounted for using the balance sheet liability method. 
Deferred tax liabilities are generally recognised for all taxable temporary 
differences and deferred tax assets are recognised to the extent that it is 
probable that taxable 
 
profits will be available against which deductible temporary differences can be 
utilised.  Such assets and liabilities are not recognised if the temporary 
difference arises from the initial recognition of goodwill or from the initial 
recognition (other than in a business combination) of other assets and 
liabilities in a transaction that affects neither the tax profit nor the 
accounting profit. 
 
Deferred tax liabilities are recognised for taxable temporary differences 
arising on investments in subsidiaries and associates, and interests in joint 
ventures, except where the Company is able to control the reversal of the 
temporary difference and it is probable that the temporary difference will not 
reverse in the foreseeable future. 
 
Deferred tax assets and liabilities are offset when there is a legally 
enforceable right to set off current tax assets against current tax liabilities 
and where they relate to income taxes levied by the same taxation authority and 
the Company intends to settle its current tax assets and liabilities on a net 
basis. 
 
EXPLORATION AND EVALUATION EXPENDITURE 
 
Exploration expenditure incurred is accumulated in respect of each identifiable 
area of interest, net of any related grant income received. These costs are 
only carried forward to the extent that they are expected to be recovered 
through the successful development or sale of the area or where activities in 
the area have not yet reached a stage which 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 or loss 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 the area of interest. 
 
Exploration and evaluation assets are assessed for impairment annually or when 
facts and circumstances suggest that the carrying amount of an asset may exceed 
its recoverable amount in accordance with IFRS 6. 
 
IMPAIRMENT OF PROPERTY, PLANT & EQUIPMENT 
 
At each financial year end date, the Company reviews the carrying amounts of 
its tangible assets to determine whether there is any indication that those 
assets have suffered an impairment loss.  If any such indication exists, the 
recoverable amount of the asset is estimated in order to determine the extent 
of the impairment loss, if any.  Where the asset does not generate cash flows 
that are independent from other assets, the Company estimates the recoverable 
amount of the cash-generating unit to which the asset belongs. 
 
If the recoverable amount of an asset or cash-generating unit is estimated to 
be less than its carrying amount, the carrying amount of the asset or 
cash-generating unit is reduced to its recoverable amount and the impairment 
loss is recognised as an expense immediately. 
 
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 as income immediately, 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. 
 
PROPERTY, PLANT AND EQUIPMENT 
 
Items of property, plant and equipment are recorded at cost and depreciated as 
outlined below: 
 
Depreciation of Property, Plant and Equipment 
 
Depreciation is calculated on a straight-line basis to write off the net cost 
of each item of property, plant and equipment over its expected useful life for 
the entity. Estimates of remaining useful lives are made on a regular basis for 
all assets with annual reassessments for major items. The expected useful lives 
are as follows: 
 
Plant and equipment     5 years 
 
TRADE RECEIVABLES, LOANS AND OTHER RECEIVABLES 
 
Trade receivables, loans and other receivables that have fixed or determinable 
payments that are not quoted in an active market are classified under 'loans 
and receivables. Loans and receivables are measured at amortised cost using the 
effective interest method, less any impairment. Interest income is recognised 
by applying the effective interest rate, except for short term receivables when 
the recognition of interest would be immaterial. 
 
Other receivables, that do not carry any interest, are measured at their 
nominal value as reduced by any appropriate allowances for irrecoverable 
amounts. 
 
CASH AND CASH EQUIVALENTS 
 
Cash and cash equivalents comprise cash on hand and other short-term bank 
deposits. 
 
FINANCIAL LIABILITIES 
 
Financial liabilities and equity instruments are classified according to the 
substance of the contractual arrangements entered into. Financial liabilities 
are classified as either financial liabilities 'at FVTPL' or 'other financial 
liabilities'. 
 
All financial liabilities are recognised initially at fair value and, in the 
case of loans and borrowings and payables, net of directly attributable 
transaction costs. The Group's financial liabilities include trade and other 
payables. 
 
A financial liability is held for trading if it meets one of the following 
conditions: 
 
*      It is incurred principally for the purpose of repurchasing it in the 
near term 
 
*      On initial recognition it is part of a portfolio of identified financial 
instruments that are managed together and for which there is evidence of a 
recent actual pattern of short-term profit-taking, or 
 
*      It is a derivative (except for a derivative that is a financial 
guarantee contract or a designated and effective hedging instrument). 
 
There were no financial liabilities 'at FVTPL' during the current, or 
preceding, period. 
 
An equity instrument is any contract that evidences a residual interest in the 
assets of the Company after deducting all of its liabilities. 
 
OTHER FINANCIAL LIABILTIES AND SHORT-TERM BORROWINGS 
 
Interest-bearing loans and overdrafts are recorded at the proceeds received, 
net of direct issue costs.  Finance charges are accounted for on an accruals 
basis in profit or loss using the effective interest rate method and are added 
to the carrying amount of the instrument to the extent that they are not 
settled in the period in which they arise. Other short-term borrowings being 
intercompany loans and unsecured convertible loan notes issued in the year are 
recognised at amortised cost net of any financing or arrangement fees. 
 
TRADE PAYABLES 
 
Trade payables are initially measured at fair value and subsequently measured 
at amortised cost using the effective interest method, less provision for 
impairment. 
 
EQUITY INSTRUMENTS INCLUDING SHARE CAPITAL 
 
Equity instruments issued by the Company are recorded at the proceeds received, 
net of incremental costs attributable to the issue of new shares. 
 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -9-

An equity instrument is any contract that evidences a residual interest in the 
assets of a company after deducting all of its liabilities. Equity instruments 
issued by the Company are recorded at the proceeds received net of direct issue 
costs. 
 
Share capital represents the amount subscribed for shares at nominal value. 
 
The share premium account represents premiums received on the initial issuing 
of the share capital. Any transaction costs associated with the issuing of 
shares are deducted from share premium, net of any related income tax benefits. 
Any bonus issues are also deducted from share premium. 
 
The reverse takeover reserve represents the adjustment needed to reflect the 
reverse takeover of Signature Gold in the previous year. 
 
The foreign currency translation reserve is used to record exchange differences 
arising from the translation of the financial statements of foreign 
subsidiaries. 
 
The warrant reserve represents the fair value of warrants granted to employees 
and suppliers for services provided to the Group. The fair value of warrants is 
expensed over the vesting period or during the period in which the services are 
received. 
 
Accumulated losses include all current and prior period results as disclosed in 
the statement of comprehensive income. 
 
SHARE-BASED PAYMENTS 
 
The Company has applied the requirements of IFRS 2 Share-based payments. 
 
The Company operates an equity-settled share-based payment scheme under which 
share options are issued to certain employees.  Equity-settled share-based 
payments are measured at fair value (excluding the effect of non-market-based 
vesting conditions) at the date of grant.  The fair value determined at the 
grant date of the equity-settled share-based payments is expensed on a 
straight-line basis over the vesting period, based on the Company's estimate of 
shares that will eventually vest and adjusted for the effect of 
non-market-based vesting conditions. 
 
Fair value 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, exercise restrictions, and behavioural 
considerations. 
 
4.    CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATIONS 
 
In the application of the Company's accounting policies, which are described in 
note 3, the Directors are required to make judgements, estimates and 
assumptions about the carrying amounts of assets and liabilities that are not 
readily apparent from other sources. The estimates and associated assumptions 
are based on historical experience and other factors that are considered to be 
relevant. Actual results may differ from these estimates. 
 
The estimates and underlying assumptions are reviewed on an on-going basis. 
Revisions to accounting estimates are recognised in the period. Judgements and 
estimates that may affect future periods are as follows: 
 
SHARE BASED PAYMENTS 
 
The calculation of the fair value of equity-settled share-based awards and the 
resulting charge to the statement of comprehensive income requires assumptions 
to be made regarding future events and market conditions. These assumptions 
include the future volatility of the Company's share price. These assumptions 
are then applied to a recognised valuation model in order to calculate the fair 
value of the awards. 
 
TREATMENT OF EXPLORATION AND EVALUATION COSTS 
 
Exploration expenditure incurred is accumulated in respect of each identifiable 
area of interest, net of any related grant income received. These costs are 
only carried forward to the extent that they are expected to be recovered 
through the successful development or sale of the area or where activities  in 
the area have not yet reached a stage which 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 the area of interest. 
 
The value of the Group's exploration and evaluation expenditure will be 
dependent upon the success of the Group in discovering economic and recoverable 
mineral resources. It is also dependent on the Group successfully renewing its 
licences. 
 
The future revenue flows relating to these assets is uncertain and will also be 
affected by competition, relative exchange rates and potential new legislation 
and related environmental requirements. 
 
5.    PRIOR YEAR ADJUSTMENT 
 
The 2018 consolidated statement of profit and loss and other comprehensive 
income has been restated to account for certain costs amounting to GBP45,250 that 
were not accrued for on completion of the reverse takeover by Signature Gold 
Pty Ltd on 25 June 2018  and the fair value of options that were issued on 25 
June 2018 which amount to GBP68,900. Details are set out below. 
 
CONSOLIDATED STATEMENT OF PROFIT OR           Signed 2018   2018 Loss      Restated for 
LOSS AND OTHER COMPREHENSIVE INCOME              accounts    Increase    the year ended 
(extract)                                                                  30 June 2018 
 
                                       Note           GBP         GBP               GBP 
 
Expenses from continuing operations: 
 
Listing fees recognised on reverse      (i)   (2,537,622)    (45,250)       (2,582,872) 
acquisition 
 
Fair value of warrants issued and      (ii)             -    (68,900)          (68,900) 
vested 
 
                                              (2,537,622)   (114,150)       (2,582,872) 
 
 
(i)    The prior year adjustment of GBP45,250 is comprised of printing costs 
amounting to GBP13,750 and consulting fees of GBP31,500 that were incurred in 
connection with the reverse takeover by Signature Gold Pty Ltd. This results in 
an increase in the listing fees recognised on the reverse acquisition by GBP 
45,250 in total. 
 
(ii)   The prior year adjustment of GBP68,900 represents the fair value of 
options that were issued on 25 June 2018 and not recorded in 2018. 
 
Basic and diluted earnings per share for the prior year have also been 
restated. The amount of the correction for both basic and diluted earnings per 
share was an increase of 0.40p per share. 
 
GROUP STATEMENT OF FINANCIAL                     Signed     Adjustments        Restated 
POSITION                                    accounts at                        as at 30 
                                                30 June                       June 2018 
                                                   2018 
 
                                       Note         GBP             GBP             GBP 
 
ASSETS 
 
NON-CURRENT ASSETS 
 
Trade and other receivables                           -               -               - 
 
Plant and equipment                               2,152               -           2,152 
 
Exploration and evaluation                    2,830,470               -       2,830,470 
expenditure 
 
Investment in controlled                              -               -               - 
entities 
 
TOTAL NON-CURRENT ASSETS                      2,832,621               -       2,832,621 
 
CURRENT ASSETS 
 
Cash and cash equivalents                       149,397               -         149,397 
 
Trade and other receivables                     359,869               -         359,869 
 
Investments                                      40,122               -          40,122 
 
Other assets                                    647,688               -         647,688 
 
TOTAL CURRENT ASSETS                          1,197,076               -       1,197,076 
 
TOTAL ASSETS                                  4,029,697               -       4,029,697 
 
EQUITY 
 
Share capital                           (i)   8,266,848     (2,167,233)       6,099,615 
 
Share premium                           (i)           -      60,117,216      60,117,216 
 
RTO reserve                             (i)           -    (57,976,182)    (57,976,182) 
 
Warrant reserve                        (ii)           -          95,098          95,098 
 
Foreign exchange translation                   (58,251)               -        (58,251) 
reserves 
 
Accumulated losses                    (iii) (4,824,334)       (114,149)     (4,938,483) 
 
TOTAL EQUITY                                  3,384,263        (45,250)       3,339,013 
 
LIABILITIES 
 
NON-CURRENT LIABILITIES 
 
Trade and other payables                         16,198               -          16,198 
 
Borrowings                                      168,868               -         168,868 
 
Employee benefits                                10,120               -          10,120 
 
TOTAL NON-CURRENT LIABILITIES                   195,187               -         195,187 
 
CURRENT LIABILITIES 
 
Trade and other payables               (iv)     436,155          45,250         481,405 
 
Employee benefits                                14,092               -          14,092 
 
TOTAL CURRENT LIABILITIES                       450,247          45,250         495,497 
 
TOTAL LIABILITIES                               645,434          45,250         690,684 
 
TOTAL EQUITY LIABILITIES                      4,029,697               -       4,029,697 
 
 
(i)    The 2018 balances have been restated in the 2019 financial statements 
due to an error in the accounting treatment for the reverse acquisition 
identified during the 2019 audit. 
 
(ii)   The prior year adjustment to warrant reserves of GBP95,098 is comprised 
of: 
 
a.    GBP68,900 being the fair value of options that were issued on 25 June 2018 
not recorded in 2018; and 
 
b.    GBP26,198 which is the recycling of the share-based payment expense in 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -10-

respect of warrants and share options that had either lapsed or been exercised 
prior to completion of the reverse takeover on 25 June 2018. 
 
(iii)  The prior year adjustment to accumulated losses of GBP114,149 is comprised 
of the following charges to accumulate losses: 
 
a.    GBP45,250 which is comprised of printing costs of GBP13,750 and consulting 
fees of GBP31,500 that were incurred in connection with the reverse takeover by 
Signature Gold Pty Ltd which was completed on 25 June 2018. This results an 
increase in the listing fees recognised on the reverse acquisition by GBP45,250 
in total. 
 
b.    GBP68,900 which represents the fair value of options that were issued on 25 
June 2018 and not recorded in 2018. 
 
(iv)  The prior year adjustment to trade and other payables of GBP45,250 is 
comprised of printing and consulting fees accrued on 25 June 2018 in connection 
with the reverse takeover by Signature Gold Pty Ltd. 
 
COMPANY STATEMENT OF FINANCIAL                   Signed    Adjustments        Restated 
POSITION                                    accounts at                       as at 30 
                                           30 June 2018                      June 2018 
 
                                     Note           GBP            GBP             GBP 
 
ASSETS 
 
NON-CURRENT ASSETS 
 
Trade and other receivables                   1,303,368              -       1,303,368 
 
Investment in controlled entities    (i)      9,000,000    (5,394,746)       3,605,254 
 
TOTAL NON-CURRENT ASSETS                     10,303,368    (5,394,746)       4,908,622 
 
CURRENT ASSETS 
 
Cash and cash equivalents                        11,130              -          11,130 
 
Trade and other receivables                     280,077              -         280,077 
 
Investments                                      40,122              -          40,122 
 
Other assets                                     10,454              -          10,454 
 
TOTAL CURRENT ASSETS                            341,783              -         341,783 
 
TOTAL ASSETS                                 10,645,151              -      10,645,151 
 
EQUITY 
 
Share capital                        (i)      6,096,541          3,074       6,099,615 
 
Share premium                        (i)     65,448,708    (5,331,492)      60,117,216 
 
Warrant reserve                     (ii)        454,527      (359,429)          95,098 
 
Accumulated losses                  (iii)  (61,440,435)        247,850    (61,192,585) 
 
TOTAL EQUITY                                 10,559,341    (5,439,997)       5,119,344 
 
LIABILITIES 
 
CURRENT LIABILITIES 
 
Trade and other payables            (iv)         85,810         45,250         131,060 
 
TOTAL CURRENT LIABILITIES                        85,810         45,250          131,06 
 
TOTAL LIABILITIES                                85,810         45,250          131,06 
 
TOTAL EQUITY LIABILITIES                     10,645,152    (5,394,747)       5,250,405 
 
 
(i)    The 2018 balances have been restated in the 2019 financial statements 
due to an error in the accounting treatment for the reverse acquisition 
identified during the 2019 audit. 
 
(ii)   The prior year adjustment of GBP359,429 represents adjustments for: 
 
a.    The recognition of the options issued on 25 June 2018 and the fair value 
of these options being GBP68,900 which was not recorded in 2018; and 
 
b.    GBP428,329 which represents warrants or options that had lapsed or had been 
exercised by the date of the completion of the reverse takeover on 25 June 
2018. 
 
(iii)  The prior year adjustment to accumulated losses of GBP247,850 is comprised 
of the following charges to accumulated losses: 
 
a.    GBP45,250 which is comprised of printing costs amounting to GBP13,750 and 
consulting fees of GBP31,500 that were incurred in connection with the reverse 
takeover by Signature Gold Pty Ltd which was completed on 25 June 2018. 
 
b.    GBP68,900 which represents the fair value of options that were issued on 25 
June 2018 and not recorded in 2018. 
 
c.    GBP428,329 which represents warrants or options that had lapsed or had been 
exercised by the date of the completion of the reverse takeover on 25 June 
2018. 
 
The prior year adjustment had no impact on the Group or Company cashflow 
statement. 
 
6.    SEGMENTAL INFORMATION 
 
The Chief Operating Decision Maker of the Group is the Board of Directors. The 
Group operates in one industry segment being mineral exploration. Information 
is therefore shown for geographical segments. 
 
2019                              AUSTRALIA   SOUTH AFRICA UNALLOCATED     TOTAL 
 
                                     GBP          GBP          GBP          GBP 
 
Revenue and other revenue 
 
Interest                                    -           59            -           59 
 
Consulting fees                        24,471            -            -       24,471 
 
Other fees                                  -        7,332            -        7,332 
 
Total segment revenue and other        24,471        7,391            -       31.862 
revenue 
 
Segment net (loss) before tax       (123,431)     (31,721)    (260,662)    (445,814) 
and other items 
 
Impairment of exploration costs     (703,936)            -            -    (703,936) 
 
Depreciation and amortisation         (1,338)            -            -      (1,338) 
 
Net (loss) before income tax        (828,705)     (31,721)    (290,662)  (1,151,088) 
 
Income tax benefit                    326,214            -            -      326,214 
 
Net (loss) after income tax         (502,491)     (31,721)    (290,662)    (824,874) 
 
Segment assets at 30 June 2019      2,998,503       47,060       68,069    3,113,632 
 
Segment Liabilities at 30 June        424,802       66,214      112,907      603,923 
2019 
 
        All additions to intangible assets occurred in the Australian reporting 
segment. 
 
2018  (Restated)                         AUSTRALIA      UNALLOCATED       TOTAL 
 
                                            GBP             GBP            GBP 
 
Revenue and other revenue 
 
Interest                                        2,516               -         2,516 
 
Option fee                                    196,178               -       196,178 
 
Total segment revenue and other               198,694               -       198,694 
revenue 
 
Segment net (loss) / profit before tax      (886,082)        (63,746)     (949,828) 
and other items 
 
Depreciation and amortisation                 (1,659)               -       (1,659) 
 
Listing fees recognised on reverse                  -     (2,582,872)   (2,582,872) 
acquisition 
 
Net (loss) before income tax                (887,741)     (2,646,618)   (3,534,359) 
 
Income tax benefit                            256,810               -       256,810 
 
Net (loss) after income tax                 (630,931)     (2,646,618)   (3,277,549) 
 
Segment assets at 30 June 2018              3,644,468         385,229     4,029,697 
 
Segment Liabilities at 30 June 2018           559,624         131,060       690,684 
 
         All additions to intangible assets occurred in the Australian 
reporting segment. 
 
7.    REVENUE 
 
                                                         CONSOLIDATED 
 
                                                           2019        2018 
                                                                   restated 
 
                                                            GBP         GBP 
 
Consulting services                                      24,471           - 
 
Interest income                                              59       2,516 
 
Other fees                                                7,332 
 
Option fee                                                    -     196,178 
 
Total revenue from continuing                            31,862     198,694 
operations 
 
8.    OPERATING LOSS 
 
                                                         CONSOLIDATED 
 
                                                           2019        2018 
                                                                   restated 
 
                                                            GBP         GBP 
 
Operating (loss) is stated after 
charging: 
 
Staff costs as per Note 11 below                       (89,777)    (10,408) 
 
Impairment of exploration costs                       (703,936)           - 
 
Fair value of warrants issued and                      (68,900)           - 
vested 
 
Depreciation of property plant and                      (1,338)     (1,659) 
equipment 
 
Net Foreign exchange gain                              (28,549)     (8,525) 
 
9.    ACQUISITION 
 
On 25 June 2018, Tectonic Gold Plc completed the acquisition of 100% of the 
issued capital of Signature Gold and 450,000,000 fully paid ordinary shares in 
the Company were allotted to the vendors of Signature Gold Ltd at an issue 
price of 2 pence per share. 
 
Although the transaction was not a business combination, the acquisition has 
been accounted for as an asset acquisition with reference to the guidance for 
reverse acquisitions in IFRS 3 Business Combinations and IFRS 2 Share-based 
Payment. 
 
In preparing the Financial Report, Signature Gold has been treated as the 
"accounting parent" and therefore the financial information for the reporting 
period includes that of Signature Gold and that of Tectonic Gold Plc and its 
controlled entities for the period since 25 June 2018. 
 
Net Assets of Tectonic Gold Plc as at 25 June 2018                   GBP 
 
Assets 
 
Cash and cash equivalents                                              27,870 
 
Trade and other receivables                                            38,085 
 
Other assets                                                        1,345,693 
 
Liabilities 
 
Payables                                                             (77,885) 
 
Other Liabilities                                                   (311,380) 
 
Net assets of Tectonic Gold                                         1,022,383 
at 25 June 2018 
 
 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -11-

Deemed fair value of share-based payment of assets acquired 
 
180,262,746 shares @ GBP0.02                                          3,605,255 
per share 
 
                                                                    2,582,872 
Listing fees expense recognised on reverse acquisition 
 
10.  AUDITORS' REMUNERATION 
 
                                                                  CONSOLIDATED 
 
                                                                    2019        2018 
 
                                                                     GBP         GBP 
 
The analysis of auditors' remuneration is 
as follows: 
 
Fees paid or payable to Signature Gold's                          30,699      24,255 
auditors in that geographical loication 
for the audit of the Company's annual 
accounts and other services 
 
Fees payable to the Group's auditor for                           25,500           - 
the audit of the Company' annual 
accounts. 
 
Fees paid to the Company's former auditor                         11,799      70,570 
for the audit of the Company annual 
accounts, taxation, due diligence and 
other services 
 
                                                                  67,998      94,825 
 
11.  STAFF COSTS 
 
                                                           CONSOLIDATED 
 
                                                             2019       2018 
 
                                                              GBP        GBP 
 
The average monthly number of 
employees (including executive 
directors) for the continuing 
operations was: 
 
Company total staff                                             2          2 
 
Wages and salaries                                        153,751    122,645 
 
Provision for annual leave                                    329    (1,095) 
 
Provision for long service leave                            1,419      1,910 
 
Superannuation                                             14,124     11,615 
 
Staff training costs and other costs                        4,888      9,593 
 
                                                          174,511     14,704 
 
Less: staff costs allocated to                           (84,734)  (134,296) 
exploration projects costs 
 
                                                           89,777     10,408 
 
 
 
                                                             COMPANY 
 
                                                             2019       2018 
 
                                                              GBP        GBP 
 
The average monthly number of 
employees (including executive 
directors) for the continuing 
operations was: 
 
Company total staff                                             2          2 
 
Wages and salaries                                         63,333          - 
 
Superannuation                                              6,772          - 
 
                                                           70,106          - 
 
There were no separate fees paid to directors during the reporting period nor 
in the comparative reporting period. 
 
12.  TAXATION 
 
There is no UK tax charge/credit during the reporting periods. 
Reconciliation of tax charge: 
 
                                                                 CONSOLIDATED 
 
                                                             2019        2018 
 
                                                              GBP         GBP 
 
Loss on continuing operations before                    (824,874) (3,277,549) 
tax 
 
Tax at the Australian corporation                       (247,462)   (983,265) 
tax rate of 30% (2018: 30%) 
 
Effects of: 
 
-             Tax effect of tax                           247,622     983,265 
losses not recognized as benefits 
including tax effect of differences 
in the standard rate of tax in 
different jurisdictions 
 
- Research and Development Tax                            326,214     256,810 
Incentive claim 
 
Unutilized tax losses carried                                   -           - 
forward 
 
Tax benefit for the period                                326,214     256,810 
 
No deferred tax asset has been recognised in respect of the losses. At the end 
of the reporting period the Group had unused tax losses of GBP2,059,715 (2018: GBP 
1,543,182). 
 
Where it is anticipated that future taxable profits will be available against 
which these losses will be utilised a deferred tax asset is recognised. 
 
The total taxation charge in future periods will be affected by any changes to 
the corporation tax rates in force in the countries in which the Company 
operates. 
 
13.  EARNINGS PER SHARE 
 
The basic earnings per share is based on the (loss) for the year divided by 
the weighted average number of shares in issue during the reporting period. 
The weighted average number of ordinary shares for the reporting period 
assumes that all shares have been included in the computation based on the 
weighted average number of days since issue. 
 
                                                              2019        2018 
                                                                      Restated 
 
                                                               GBP         GBP 
 
(Loss) for the year attributable to                      (824,874) (3,277,549) 
owners of the Company 
 
Weighted average number of ordinary                    688,357,267 181,614,122 
shares in issue for basic and fully 
diluted earnings* 
 
(Loss)/gain per share (pence per 
share) 
 
Basic and fully diluted*:                                   (0.12)      (1.80) 
 
*Since the Company incurred a loss in the 2019 reporting period and there were 
no options on issue during the comparative period the basic loss and the 
diluted loss per share are the same as the effect of exercise of options and 
warrants is not dilutive. 
 
14.  CASH AND CASH EQUIVALENTS 
 
                                             CONSOLIDATED       COMPANY 
 
                                           2019      2018      2019      2018 
 
                                            GBP       GBP       GBP       GBP 
 
Cash and cash equivalents                34,875   149,397    22,846    11,130 
 
The Directors consider the carrying amount of cash and cash equivalents 
approximates to their fair value. 
 
15.  TRADE AND OTHER RECEIVABLES 
 
                                             CONSOLIDATED       COMPANY 
 
                                           2019      2018      2019      2018 
 
                                            GBP       GBP    GBP          GBP 
 
Current 
 
Shareholder subscription funds                -   280,077         -   280,077 
 
Security deposit                              -     5,634         -         - 
 
Other debtors                             7,913         -         -         - 
 
GST receivable                                -    35,898         -         - 
 
VAT receivable                                -    38,260         -         - 
 
                                          7,913   359,869         -   280,077 
 
Non-current 
 
Loan to controlled entity                     -         - 1,341.710 1,303,368 
 
                                              -         - 1,341,710 1,303,368 
 
No receivables were past due or provided for at the year-end or at the previous 
year end. The Directors consider the carrying amount of trade and other 
receivables approximates to their fair value. 
 
16.  PLANT AND EQUIPMENT 
 
                                                                CONSOLIDATED 
 
                                                                  2019        2018 
 
                                                                   GBP         GBP 
 
Plant and equipment 
 
-        At cost                                                16,303      11,100 
 
-        less accumulated                                      (9,700)     (8,948) 
depreciation 
 
                                                                 6,603       2,152 
 
 
 
                                                             Plant and  Plant and 
                                                             Equipment  Equipment 
                                                                GBP        GBP 
 
Carrying amount at the                                            2,152      1,396 
beginning of the period 
 
Additions                                                         6,911      2,609 
 
Disposals                                                       (1,091)          - 
 
Depreciation                                                    (1,338)    (1,659) 
 
Foreign exchange                                                     32      (195) 
 
Carrying amount at the end of                                     6,603      2,152 
the period 
 
17.  EXPLORATION AND EVALUATION EXPENDITURE 
 
                                                                CONSOLIDATED 
 
                                                                  2019        2018 
 
                                                                   GBP         GBP 
 
Non-producing properties 
 
Balance at the beginning of                                  2,830,470   2,324,808 
the period 
 
Exploration and evaluation                                     587,111     811,851 
expenditure 
 
Impairment of exploration and                                (703,936)     811.851 
evaluation expenditure 
 
Foreign exchange                                              (49,938)   (130,469) 
 
Balance at the end of the                                    2,663,707   2,830,470 
reporting period 
 
The ultimate recoupment of balances carried forward in relation to areas of 
interest still in the exploration or valuation phase is dependent on successful 
development, and commercial exploitation, or alternatively sale of the 
respective areas. 
 
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS 
 
                                       CONSOLIDATED            COMPANY 
 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -12-

                                         2019       2018       2019     2018 
 
                                          GBP        GBP        GBP      GBP 
 
Investment in Tirupati Graphite        40,122     40,122     40,122   40,122 
Plc 
 
The investment in Tirupati Graphite Plc ("TRM") relates to the joint venture 
holding company of a joint venture agreement between Tectonic Gold and Tirupati 
Carbons and Chemicals Pvt. Ltd ("Tirupati"). US$50,000 was invested by way of a 
subscription for 1.48% of the enlarged issued share capital of TRM. TRM is the 
98% owner of Tirupati Madagascar Ventures SARL ("TMV"), the owner of the 
Vatomaina licence, Exploitation Permit (PE) No. 38321. 
 
Measurement of fair value of financial instruments 
 
The management team of Tectonic Gold perform valuations of financial items for 
financial reporting purposes, including Level 3 fair values. Valuation 
techniques are selected based on the characteristics of each instrument, with 
the overall objective of maximising the use of market-based information. 
 
18.  CONTROLLED ENTITIES 
 
Details of controlled entities are as follows: 
 
PARENT ENTITY                                    COUNTRY OF 
                                                INCORPORATION 
 
Tectonic Gold Plc                                  United 
25 Bilton Road, Rugby, England, CV22 7AG           Kingdom 
 
CONTROLLED ENTITIES  PRINCIPAL ACTIVITIES        COUNTRY OF     PERCENTAGE OF 
                                                INCORPORATION  EQUITY HELD BY 
                                                                 THE COMPANY 
 
                                                                2019     2018 
                                                                  %       % 
 
Signature Gold Pty   Mineral exploration          Australia     100      100* 
Ltd 
13/20 Bridge Street, 
Sydney NSW, 
Australia 2001 
 
Deep Blue Minerals   Mineral Exploration        South Africa   100**      - 
Pty Ltd 
6 Reier Avenue 
Alexander 
Bay, Northern Cape 
Republic of South 
Africa, 8290 
 
Direct Excellence    Direct Excellence was         United        -       100 
                     closed on January 2019        Kingdom 
 
*On 25 June 2018, Tectonic Gold Plc completed the acquisition of 100% of the 
issued capital of Signature Gold and 450,000,000 fully paid ordinary shares in 
the Company were allotted to the vendors of Signature Gold Ltd at 2 pence per 
share amounting to GBP 9,000,000. Note, the deemed fair value of the 
share-based payment was incorrectly based on Signature Gold's net assets and 
should have been based on Tectonic Gold's net assets. As a result, this has 
required an adjustment to the prior year accounts as detailed in Note 5. 
 
Signature Gold Limited was converted from a Public Limited Company to a Private 
Limited Company on 3 June 2019. 
 
** Deep Blue Minerals Pty Ltd was incorporated on 17 April 2019. 
 
19.  OTHER ASSETS 
 
                                        CONSOLIDATED            COMPANY 
 
                                          2019       2018      2019      2018 
 
                                           GBP        GBP       GBP       GBP 
 
Prepayments (i)                        346,151    633,825         -         - 
 
Other prepayments                        6,440     11,817     5,100    10,454 
 
Security deposits                        7,821      2,045         -         - 
 
                                       360,412    647,688         -    10,454 
 
(i)      During the 2018 comparative reporting period, the Company paid 
Titeline Drilling Pty Ltd ACN 096 640 201 (Titeline) for future drilling 
services in accordance with the heads of agreement dated 28 March 2018 between 
Titeline, Signature and StratMin. 
 
Titeline has been engaged to complete 10,000 meters of diamond drilling to 
produce core samples for analysis, assay and metallogenic studies from the 
Company's Biloela Project site. A review to be completed after 2,500 metres of 
drilling has been completed and the completion program for the remaining 7,500 
metres to be mutually agreed. 
 
As at 30 June 2018, the prepayment of GBP 633,825 (A$1,125,000) to Titeline was 
comprised of: 
 
*      GBP 126,765 (A$225,000 excluding GST) paid in cash; and 
 
*      pre-paid technical services amounting to GBP 507,060 ($A90,000) settled 
with the issue of 5,544,484 fully paid ordinary shares issued in the Company at 
an issue price of A$0.162 per share. 
 
As at 30 June 2019, the balance of the prepayment to Titleine is GBP 346,151 
(A$625,386). 
 
20.  TRADE AND OTHER PAYABLES 
 
                                         CONSOLIDATED            COMPANY 
 
                                           2019       2018      2019      2018 
 
                                            GBP        GBP       GBP       GBP 
 
Current 
 
Trade payables                          195,024    246,706    24,074    71,416 
 
Other payables                           11,104     23,528         -    14,394 
 
Accrued expenses                         69,552    211,171    38,833    45,250 
 
                                        275,680    481,405    62,907   131,060 
 
Non-Current 
 
Other payables                           15,913     16,198         -         - 
 
                                         15,913     16,198         -         - 
 
The Directors consider the carrying amount of trade payables approximates to 
their fair value. 
 
21.  BORROWINGS 
 
                                         CONSOLIDATED            COMPANY 
 
                                           2019       2018       2019      2018 
 
                                            GBP        GBP        GBP       GBP 
 
Current 
 
Loan from Shareholder(iii)               50,000          -     50,000         - 
 
                                         50,000          -     50,000         - 
 
Non-Current 
 
Loan payable to director related         81,961     11,268          -         - 
entities(i) 
 
Loan payable to Consolidated            154,832    157,600          -         - 
Minerals Pte Ltd(i)(ii) 
 
                                        236,793    168,868          -         - 
 
(i)    The loans outstanding at the end of the reporting period and comparative 
periods do not accrue interest and are not due to be repaid on or before 12 
months after the end of each reporting period. 
 
(ii)   Signature Gold and shareholder Consolidated Minerals Pte Ltd, a 
resources and infrastructure investment fund based in Singapore, are evaluating 
international IRGS assets as cooperative opportunities. The parties expect to 
settle the loan as part of an agreement on one or more of these projects either 
in equity via an acquisition or merger or as a joint venture interest via a 
farm in. This is not expected to occur prior to 30 June 2020. 
 
(iii)  During the reporting period the Company borrowed GBP 100,000 from Align 
Research Limited. On 16 December 2019 the Company entered into an option 
agreement with the owner of Align Research Limited to acquire a 90% interest in 
Tectonic South Africa Pty Ltd (renamed Deep Blue Minerals Pty Ltd) for GBP 
100,000. Consideration is to be met by offsetting the GBP 100,000 loan from 
Align Research Limited to Tectonic Gold Plc. 
 
The Directors consider the carrying amount of short-term borrowings 
approximates to their fair value. 
 
22.  EMPLOYEE BENEFITS 
 
                                         CONSOLIDATED            COMPANY 
 
                                           2019       2019      2019      2018 
 
                                            GBP        GBP       GBP       GBP 
 
Current 
 
Annual Leave                             14,174     14,892         -         - 
 
Non-Current 
 
Long Service Leave                       11,363     10,120         -         - 
 
23.  ISSUED CAPITAL 
 
                                                                          Jun-19 
                                                                           GBP 
 
697,562,746 fully paid 0.001p ordinary shares (2018: 687,562,746 fully   6,100,615 
paid ordinary shares) 
 
Fully Paid Ordinary Shares 
 
Reconciliation of share issued during the reporting period is set out below: 
 
                                                             Number of       GBP 
                                                               shares 
 
Balance at the beginning of the                              176,929,413      17,693 
reporting period for Tectonic Gold 
 
Shares issued to Directors prior to                            3,333,333         333 
completion of the reverse acquisition 
 
Shares issued prior to reverse                                30,800,000       3,080 
acquisition 
 
Total issued capital of Tectonic Gold Plc prior              211,062,746      21,106 
to completion of the reverse acquisition 
 
25 June 2018: Shares issued to Signature Gold                450,000,000      45,000 
vendors on reverse acquisition 
 
25 June 2018: Issue and proceeds from                         26,500,000       2,650 
shares issued pursuant to the Share 
Offer at GBP0.02 per share 
 
Balance as at 30 June 2018                                   687,562,746   6,099,615 
 
1 June 2019 Issue of shares                                   10,000,000       1,000 
 
Balance as at 30 June 2019                                   697,562,746   6,100,615 
 
Each ordinary share carries the right to be one vote at shareholders' meetings 
and is entitled to participate in any dividends or other distributions of the 
Company. 
 
A prior year adjustment has been recorded due to an error found in the 
accounting treatment for the reverse acquisition during the 2019 audit. The 
effect on the share capital is disclosed in Note 5. 
 
24.    RESERVES 
 
 
 
                                         CONSOLIDATED            COMPANY 
 
                                            2019      2018      2019      2018 
 
                                             GBP       GBP       GBP       GBP 
 
Foreign Currency Translation Reserve 
 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -13-

Opening balance                         (58,251)         -         -         - 
 
Foreign currency translation            (34,430)  (58,251)         -         - 
 
Closing balance                         (92,681)  (58,251)    95,098         - 
 
 
 
Warrant Reserve 
 
Opening balance                           95,098         -    95,098   454,527 
 
Additions                                      -         -         - (359,429) 
 
Closing balance                           95,098    95,098    95,098    95,098 
 
 
 
Reverse Takeover Reserve 
 
Opening balance                       57,976,182          -         -         - 
 
Additions                                      - 57,976,182         -         - 
 
Closing balance                       57,976,182 57,976,182         -         - 
 
The foreign currency translation reserve is used to record exchange differences 
arising from the translation of the financial statements of foreign 
subsidiaries. 
 
The option reserve represents the fair value of options granted to employees 
and suppliers for services provided to the Group. The fair value of options is 
expensed over the vesting period or during the period in which the services are 
received. 
 
The reverse takeover reserve represents the adjustment needed to reflect the 
reverse takeover of Signature Gold which was completed on 25 June 2018. 
 
25.  CASH FLOW INFORMATION 
 
For the purpose of presentation in the statement of cash flows, 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. 
 
Cash and cash equivalents at the end of the financial year as shown in the 
statement of cash flows is reconciled to the related items in the statement of 
financial position as follows: 
 
                                          CONSOLIDATED              COMPANY 
 
                                            2019        2018        2019       2018 
 
                                             GBP         GBP         GBP        GBP 
 
Loss for the reporting period before   (824,874) (3,277,549)   (292,465)    302,478 
taxation 
 
Add/(deduct):  Non-cash items 
 
Depreciation and amortisation              1,338       1,659           -          - 
 
Impairment of exploration and            703,936     182,153           -          - 
evaluation expenditure 
 
Bad debt expensed                              -      93,050           -          - 
 
Share based payment                       30,000           -      30,000          - 
 
Warrant and Option expired                     -           -           -  (428,329) 
 
Fair value of warrants issued to               -      68,900           -     68,900 
directors and staff and vested 
 
Foreign exchange                          24,296     (8,501)      23,654      8,328 
 
Listing fee recognised on reverse              -   2,582,872           -          - 
acquisition 
 
Non-cash profit on disposal of             1,091           -           -          - 
property, plant and equipment 
 
Change in assets and liabilities net 
of the effect of acquisitions and 
disposals associated with business 
combinations: 
 
Increase in trade and other               71,879           -          77          - 
receivables 
 
Increase/(Decrease) in other assets        (399)    (47,176)       5,354          - 
 
(Decrease)/Increase in trade           (206,010)     172,443      27,096     48,486 
creditors and accruals 
 
Increase in provisions                     1,325       3,593           -          - 
 
Net cash used in operating               197,418   (228,556)   (206,284)      (137) 
activities 
 
         Non-cash financing and investing activities 
 
  There were no non-cash financing and investing activities during the year. 
 
FINANCIAL INSTRUMENTS 
 
   Financial assets by category 
 
The IFRS 9 categories of financial assets included in the Statement of 
financial position and the headings in which they are included are as follows: 
 
                                                                               COMPANY 
                                                           CONSOLIDATED 
 
                                                2019                2018      2019       2018 
 
                                                 GBP                 GBP       GBP        GBP 
 
Financial assets at amortised cost: 
 
Cash and cash equivalents                     34,875             149,397    22,846     11,130 
 
Financial assets at fair value                40,122              40,122    40,122     40,122 
through profit and loss 
 
Trade and other receivables                    7,913             359,869         -    280,077 
 
                                              82,910             549,388    62,968    331,329 
 
 
   Financial liabilities by category 
 
The IFRS 9 categories of financial liability included in the Statement of 
financial position and the headings in which they are included are as follows: 
 
                                                                           COMPANY 
                                                       CONSOLIDATED 
 
                                               2019             2018      2019      2018 
 
                                                GBP              GBP       GBP       GBP 
 
Financial liabilities at amortised 
cost: 
 
Trade and other payables                    291,593          497,603    62,907   131,060 
 
Borrowings                                  286,793          168,868    50,000         - 
 
                                            578,386          666,471   112,907   131,060 
 
 
   Capital risk management 
 
The Group manages its capital to ensure that it will be able to continue as a 
going concern while maximising the return to stakeholders through the 
optimisation of the debt and equity balance. The capital structure of the Group 
consists of debt, (previously includes the borrowings) cash and cash 
equivalents and equity attributable to equity holders of the Company, 
comprising issued capital, reserves and accumulated losses, all as disclosed in 
the Statement of Financial Position. 
 
Financial risk management objectives 
 
The Group is exposed to a variety of financial risks which result from both its 
operating and investing activities.  The Group's risk management is coordinated 
by the board of directors and focuses on actively securing the Group's short to 
medium term cash flows by minimising the exposure to financial markets. 
 
The main risks the Group is exposed to through its financial instruments are 
credit risk, liquidity risk and market price risk. 
 
Foreign currency risk management 
 
The Company undertakes transactions denominated in foreign currencies. Hence, 
exposures to exchange rate fluctuations arise. Since 25 June 2018. the 
Company's major activity is now investment in Australia through its subsidiary 
Signature Gold, bringing exposure to the exchange rate fluctuations of GBP/GBP 
Sterling with both Australian Dollars. 
 
Exchange rate exposures are managed within approved policy parameters. The 
Company does not enter into forward exchange contracts to mitigate the exposure 
to foreign currency risk as amounts paid and received in specific currencies 
are expected to largely offset one another and the currencies most widely 
traded are relatively stable. 
 
The Directors consider the balances most susceptible to foreign currency 
movements to be the net assets of Signature Gold for the Group and the 
Investment Available for Sale for the Company. 
 
CONSOLIDATED                                                2019        2018 
                                                             AUD        AUD 
 
Net Assets of Signature Gold                              2,252,911  3,162,010 
 
COMPANY                                                      GBP        GBP 
                                                            2019        2018 
 
Financial assets at fair value                             40,122      40,122 
through profit and loss 
 
The following table illustrates the sensitivity of the value of the foreign 
currency denominated assets in regard to the change in AUD exchange rates. 
 
It assumes a +/- 15% change in the AUD/GBP exchange rate for the year ended 30 
June 2019 (2018:15%). 
 
Impact of exchange rate fluctuations 
 
                                                                   AUD       AUD 
                                                                IMPACT    IMPACT 
                                                                  2019      2018 
                                                                   GBP       GBP 
 
Average movement in exchange rate                                  15%       15% 
 
Change in equity 
 
Increase in GBP value                                          187,048   277,004 
 
Decrease in GBP value                                          187,048   277,004 
 
Result for the period 
 
Increase in GBP value                                           75,374    94,640 
 
Decrease in GBP value                                           75,374    94,640 
 
Exposure to foreign exchange rates varies during the year depending on the 
volume and nature of foreign transactions. Nonetheless, the analysis above is 
considered to be representative of the Group's exposure to currency risk. 
 
Interest rate risk management 
 
The Group's exposure to interest rates on financial assets and financial 
liabilities is detailed in the liquidity risk management section of this note. 
 
There are no long-term loans or short-term loans that carry any interest and 
thus sensitivity analyses have not been provided on the exposure to interest 
rates for both derivatives and non-derivative instruments during the year. 
 
There would have been no effect on amounts recognised directly in equity. 
 
Credit risk management 
 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -14-

The Group's financial instruments, which are subject to credit risk, are 
considered to be cash and cash equivalents and trade and other receivables, and 
its exposure to credit risk is not material. The credit risk for cash and cash 
equivalents is considered negligible since the counterparties are reputable 
banks. 
 
The Group's maximum exposure to credit risk is GBP82,910 (2018: GBP549,388) 
comprising other receivables, investments and cash. 
 
Liquidity risk management 
 
Ultimate responsibility for liquidity risk management rests with the Board of 
Directors, which monitors the Company's short, medium and long-term funding and 
liquidity management requirements on an appropriate basis. The Company manages 
liquidity risk by maintaining adequate reserves, banking facilities and reserve 
borrowing facilities. The Company's liquidity risk arises in supporting the 
trading operations in the subsidiaries, which hopefully will start to generate 
profits and positive cash-flows in the short term. However, as referred to in 
Note 4 the Company is currently exposed to significant liquidity risk and needs 
to obtain external funding to support the Company going forwards. 
 
27.  RELATED PARTY DISCLOSURES 
 
Company 
 
The remuneration of the Directors, who are the key management personnel of the 
Group, is set out in Note 11. 
 
Loans from the related parties are disclosed in Note 22. 
 
Group 
 
2019 
 
During the reporting period, 
 
(i)    Deep Blue Minerals Pty Ltd borrowed GBP 68,124 from Brett Boynton. This 
loan is unsecured, interest free and has no fixed term of repayment. 
 
(ii)   During the reporting period, Mr Brett Boynton advanced A$5,000 to 
Signature Gold Pty Ltd. As at 30 June 2019, Mr Boynton had advanced a total 
loan amount of A$25,000 (2018: $20,000) to the Company. This loan is interest 
free and is not required to be repaid on or before 30 June 2020. 
 
2018 
 
The related party disclosures set out below are in respect of Signature Gold 
which occurred during the reporting period and prior to the completion of the 
acquisition of Tectonic Gold. 
 
On 1 December 2017, pursuant to Shareholder approval received at the General 
Meeting of Shareholders of Signature Gold held on 24 November 2017, Signature 
Gold issued 5,436,264 fully paid shares in Signature Gold at an issue price of 
A$0.175 per share to Directors (or their nominees) to settle existing loans and 
liabilities. Details as follows: 
 
o   492,857 fully paid ordinary shares were issued to Rae Natalie McLellan, a 
related party of Anthony McLellan in full and final settlement of unpaid 
director's fees owing to Anthony McLellan amounting to A$86,250; 
 
o   262,189 fully paid ordinary shares were issued to Maplefern Pty Ltd, a 
Company in which Bruce Fulton has an interest, in full and final settlement of 
unpaid director's fees owing to Bruce Fulton amounting to A$45,883; 
 
o   2,426,075 fully paid ordinary shares were issued to P.F.T.J. Pty Ltd, a 
Company in which Peter Prentice has an interest, in full and final settlement 
of unpaid consulting fees owing to Peter Prentice amounting to A$359,700 and an 
amount of A$64,863 lent by Peter Prentice to the Company. The total 
consideration was A$424,563. 
 
o   1,227,429 fully paid ordinary shares were issued to Tickhill Holdings Pty 
Ltd, a Company in which Brett Boynton has an interest, in full and final 
settlement of a$214,800 lent by Brett Boynton to the Company. 
 
o   277,714 fully paid ordinary shares were issued to Brett Boynton in full and 
final settlement of unpaid director's fees owing to Brett Boynton amounting to 
A$48,600; 
 
o   250,000 fully paid ordinary shares were issued to Maplefern Pty Ltd, a 
Company in which Bruce Fulton has an interest, as directed by Brett Boynton, in 
full and final settlement of unpaid director's fees owing to Brett Boynton 
amounting to A$43,750; and 
 
o   250,000 fully paid ordinary shares were issued to each of Jonathan Robbeson 
and Anne Adaley as directed by Brett Boynton, in full and final settlement of 
unpaid director's fees owing to Brett Boynton amounting to A$87,500. 
 
The number of shares held in Signature Gold by each director including their 
personally related parties as at 25 June 2018 and then acquired buy Tectonic 
Gold are set out below. 
 
There were no shares granted to related parties during the reporting period as 
compensation for services rendered. 
 
              Balance at the      Shares     Shares transferred  Balance at 
Name           start of the    acquired (i)   to Tectonic Gold   the end of 
                   year                           Plc(ii)         the year 
 
Brett Boynton      22,855,000      1,505,143       (24,360,143)            - 
 
Bruce Fulton          833,333        512,189        (1,345,522)            - 
 
John Hewson           700,000              -          (700,000)            - 
 
Anthony                     -        492,857          (492,857)            - 
McLennan 
 
Peter              20,625,000      2,426,075       (23,051,075)            - 
Prentice 
 
(i)    On 1 December 2017, the Company allotted fully paid ordinary shares as 
set out in the table above at an issue price of A$0.175 per share to Directors 
(or their nominees) in settlement of amounts owing to Directors as approved by 
shareholders at the General Meeting held on 24 November 2017 (refer above for 
further detail). 
 
(ii)   On 25 June 2018, Tectonic Gold Plc acquired 100% of the issued capital 
of Signature Gold. 
 
28.  CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES 
 
Exploration Lease Expenditure Commitments 
 
In order to maintain the Group's tenements in good standing with Queensland 
Mines and Energy in Australia, the Group may be required to incur a minimum 
exploration expenditure under the terms of each licence. At the time of license 
renewal Signature Gold Pty Ltd submitted a proposed expenditure plan which 
included the commitments outlined below, however, as a result of the impact of 
COVID-19 the Queensland State Government has suspended tenement rentals and is 
allowing for variations to the minimum expenditure requirements. As 
restrictions currently make any exploration activities extremely difficult, the 
Company plans to take advantage of the allowance for variations and will 
significantly reduce the expenditure commitment for 2019 and beyond. Signature 
Gold Pty Ltd has applied for A$200,000 in exploration funding under the current 
Queensland State Government exploration incentive scheme. Management will 
review the expenditure following the outcome of this application. It is likely 
that the granting of new licences and changes in the terms of each licence will 
continue to change the expenditure commitment from time to time. The figures 
depicted below highlight the committed expenditures prior to COVID-19 
variations being sought and may be adjusted as discussed above. 
 
                                                                  2019          2018 
 
                                                                   GBP          GBP 
 
Payable: 
 
-         within one year                                            312,652    468,146 
 
-         later than one year but not later than five years          937,204  1,353,021 
 
                                                                   1,249,856  1,821,167 
 
29.  EVENTS AFTER THE REPORTING PERIOD 
 
(i)    Following the successful application for renewed status for 2019 under 
the Australian Federal Government Research and Development Tax Incentive, the 
Group engaged Research and Development Tax specialists RSM Australia (RSM) to 
complete an assessment of the 2019 claim. 
 
On 22 August 2019, the Company obtained a loan for A$219,129 at an annual 
interest rate of 15% per annum and repayable by no later than 30 November 2019. 
 The loan was secured against the Research and Development refund. A$279,789 
was received by the Company on 19 November 2019 and the loan repaid in full. 
 
(ii)   On the 2nd of September 2019 the Company announced the sales of its 2.5% 
royalty interest in Bass Metals' Graphmada graphite mine to Silverstream SEZC 
for a consideration of up to A$550,000 in cash and convertible notes. The 
Company received a CAD$250,000 one year 5% unsecured convertible note maturing 
on 27 August 2020 with the balance of the consideration due in cash subject to 
performance milestones. 
 
(iii)  The Company sold its holding in Tirupati Graphite Plc on 4 November 2019 
for which it received GBP86,844. 
 
(iv)  On 11 March 2020, the World Health Organisation ("WHO") declared the 
Coronavirus disease 2019 (COVID-19) a pandemic. The pandemic has adversely 
affected the global economy, including an increase in unemployment, decrease in 
consumer demand, interruptions in supply chains, and tight liquidity and credit 
conditions. Consequently, governments around the world have announced monetary 
and fiscal stimulus packages to minimise the adverse economic impact. However, 
the COVID-19 situation is still evolving, and its full economic impact remains 
uncertain. 
 
The Company has several assets where the value may be impacted by COVID-19. At 
the date these financial statements were approved by the Directors the extent 
of the impact COVID-19 on the Company's assets cannot be reasonably estimated 
at this time. 
 
The pandemic has impacted the Company's operations with Government mandated 
bans on mass gatherings and social distancing measures resulting in disruption 
to the Company's operations, this disruption is expected to negatively impact 
the ability for the Company to conduct drilling and its parent entity's ability 
to raise capital, refer Going Concern Note 2. 
 
The Directors and management are continually monitoring and managing the 
Company's operations closely in response to COVID-19 however the extent of the 
impact COVID-19 may have on the Company's future liquidity, financial 
performance and position and operations is uncertain and cannot be reasonably 
estimated at the date these financial statements were issued. 
 

(MORE TO FOLLOW) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)

DJ Tectonic Gold Plc Final Results -15-

       Other than as stated elsewhere in this report, Directors are not aware 
of any other matters or circumstances at the date of this report that have 
significantly affected or may significantly affect the operations, the results 
of the operations or the state of affairs of the Company in subsequent 
financial years. 
 
The Directors of the Company accept responsibility for the contents of this 
announcement. 
 
For further information, please contact: 
 
Tectonic Gold plc                                        +61292417665 
Brett Boynton 
Sam Quinn 
www.tectonicgold.com 
@tectonic_gold 
 
                                     Ends 
 
 
 
END 
 

(END) Dow Jones Newswires

June 30, 2020 02:00 ET (06:00 GMT)