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TTAU - Tectonic Gold News Story

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Last Trade - 03/03/21

Sector
Basic Materials
Size
Micro Cap
Market Cap £9.07m
Enterprise Value £9.24m
Revenue £219k
Position in Universe 1602nd / 1807

Tectonic Gold Plc: Final Results

Tue 30th June, 2020 7:00am
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
(https://www.google.com/search?rlz=1C1CHBF_en-GBAU700AU700&source=univ&tbm=isch&q=illiminite&sa=X&ved=2ahUKEwiOy-CKvYfqAhXE8HMBHWqQDdIQsAR6BAgIEAE)
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 £86,844.

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 £824,874
(2018: £3,277,549 loss as restated).

On 17 April 2019, the Company established Tectonic Gold South Africa Pty Ltd
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 £45,250 that were not accrued for at
the time and the fair value of options that were issued on 25 June 2018 which
amount to £68,900. 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:
£nil).

KEY PERFORMANCE INDICATORS

The key performance indicators are set out below.

 STATISTICS                               30 June 2019  30 June 2018 
 Net asset value                            £2,509,709    £3,339,013 
 Net asset value per share                     0.0036p       0.0049p 
 Closing share price as at 30 June 2019           0.6p          1.4p 
 Market capitalisation                         £4.185m        £9.63m 

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 Director  Executive Chairman: appointed 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 ordinary shares  % of ordinary share 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 director or former director        Balance   Options granted  Options lapsed        Balance   Number vested**  Grant date  Average exercise price  Average date of expiry 
                                        30 June 2018                                    30 June 2019*                                                                              
 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 shares  % of ordinary 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 Boynton                    137,139,590                                         19.95% 
 ** All holdings associated with Peter Prentice                 110,796,817                                         16.11% 
                                                                                                                           

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

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 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 £93,000.
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 £92,999,
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 £1,500 to £89,000. 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 £4,670, 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) There is a risk that further funding will not be accessible. With the current ongoing Covid-19 situation the future of the Group could be affected with the reduced access to funding.                       We performed the following procedures: · Critically assessed cash flow forecasts and budgets; · Undertook sensitivity analysis on management’s forecasts; · Discussed these matters with 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 (refer to Note 17) IFRS 6 allows the capitalisation of exploration and evaluation expenditures incurred in connection with the exploration and evaluation of mineral resources before  We performed the following procedures: · Agreed additions during the year to invoices and other supporting documentation, ensuring the expenditure has been capitalised in accordance with IFRS 6; · Assessed management's impairment review, taking into account both internal and external indicators; · Verified good title to project licenses; and · Discussed with management the scope of their future budgeted and planned expenditure on each license area.      
 the technical feasibility and commercial viability of extracting a mineral resource is demonstrable. There is a risk that this has not been applied correctly causing misstatements. There is a risk that the amounts capitalised do not meet the recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
 criteria in accordance 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

·       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 costs            11       (89,777)        (10,408) 
 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 acquisition       9              -     (2,582,872) 
 Other expenses                                                      (38,945)         (9,572) 
 (Loss) from continuing operations before income tax              (1,151,088)     (3,534,359) 
 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 subsidiaries             (34,430)        (58,251) 
 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  restated     30-Jun-19  30-Jun-18  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 expenditure                    17       2,663,707            2,830,470             -                    - 
 Investments in controlled entities                        19               -                    -     3,605,259            3,605,254 
 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 value through profit and loss    18          40,122               40,122        40,122               40,122 
 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 reserves                     25        (92,681)             (58,251)             -                    - 
 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 £247,215 (2018: loss of £1,020,263)

The accompanying notes form part of these financial statements.

These financial statements were approved by the Board of Directors on 26 June
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  CAPITAL  SHARE  PREMIUM  WARRANT  RESERVE  RTO  RESERVE  FOREIGN CURRENCY RESERVE  ACCUMULATED  LOSSES        TOTAL 
                                                                                                              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 period                                                                        -               -                 -             -                  (58,251)          (3,277,549)  (3,335,800) 
 Transactions with owners, recorded directly in equity:                                                                                                                                                                       
 Issue of share capital by Signature Gold prior to the reverse acquisition of Tectonic Gold Plc         1,066,798               -                 -             -                         -                    -    1,066,798 
 Signature Gold share capital transfer to RTO reserve                                                 (4,131,593)               -                 -     4,131,593                         -                    -            - 
 Recognition of Tectonic equity at reverse acquisition                                                  6,048,890      56,032,687            26,198  (58,502,521)                         -                    -    3,605,255 
 Issue of shares for acquisition of subsidiary                                                             45,000       3,560,254                 -   (3,605,254)                         -                    -            - 
 Shares issued by Tectonic Gold since the acquisition                                                       5,725         524,275                 -             -                         -                    -      530,000 
 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  FOR THE YEAR ENDED 30 JUNE 2019                   ISSUED  CAPITAL  SHARE  PREMIUM  WARRANT  RESERVE  RTO  RESERVE  FOREIGN  CURRENCY  RESERVE  ACCUMULATED LOSSES      TOTAL 
                                                                      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 (restated)                              6,099,615      60,117,216            95,098  (57,976,182)                    (58,251)         (4,938,483)  3,339,013 
 Total comprehensive loss for the period                                                -                               -                    (34,430)           (824,874)  (859,304) 
 Transactions with owners, recorded directly in equity:                                                                                                                              
 Shares Issued – 1 June 2019                                        1,000          29,000                 -             -                           -                   -     30,000 
 Balance as at 30 June 2019                                     6,100,615      60,146,216            95,098  (57,976,182)                    (92,681)         (5,763,357)  2,509,709 

The accompanying notes form part of these financial statements

 COMPANY  FOR THE PERIOD 1 JANUARY 2017 TO 31 DECEMBER 2018            SHARE  CAPITAL  SHARE  PREMIUM  WARRANT RESERVES  ACCUMULATED LOSSES  TOTAL  EQUITY 
                                                                                  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 shares issued to Directors)              333          66,333                 -                   -         66,666 
 Issue of shares for acquisition of subsidiary                                 45,000       3,560,254                 -                   -      3,605,254 
 Shares issued by Tectonic Gold since the acquisition                           5,725         524,275                                              530,000 
 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  FOR THE YEAR ENDED 30 JUNE 2019                 SHARE  CAPITAL  SHARE  PREMIUM  WARRANT RESERVES  ACCUMULATED LOSSES  TOTAL  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 operations                                    62,832          - 
 Cash payments in the course of operations                                 (586,464)  (487,882) 
 Research and Development Tax Incentive Claim                                326,214    256,810 
 Interest received                                                                 -      2,516 
 Net cash used in operating activities                               26    (197,418)  (228,556) 
                                                                                                
 CASH FLOWS USED IN INVESTING ACTIVITIES                                                        
 Payments for exploration and evaluation expenditure                       (279,351)  (914,538) 
 Payments for property, plant and equipment                                  (6,911)    (2,609) 
 Payment for security deposit                                                  (276)    (2,120) 
 Cash acquired on acquisition of Tectonic Gold plc                                 -     27,870 
 Net cash used in investing activities                                     (286,538)  (891,397) 
                                                                                                
 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 activities                                   369,418  1,149,094 
                                                                                                
 Net (decrease)/increase in cash held and cash equivalents                 (114,539)     29,141 
 Cash and cash equivalents at the beginning of the period                    149,397    126,236 
 Effects of exchange rate changes on cash and cash equivalents                    17    (5,980) 
 Cash and cash equivalents at the end of the period                           34,875    149,397 

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 operations                                    40,380          - 
 Cash payments in the course of operations                                 (246,664)      (137) 
 Net cash used in operating activities                               26    (206,284)      (137) 
                                                                                                
 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 activities                                      (62,000)   (11,267) 
                                                                                                
 CASH FLOWS FROM FINANCING ACTIVITIES                                                           
 Proceeds from issue of shares                                               280,000          - 
 Net cash provided by financing activities                                   280,000          - 
                                                                                                
 Net (decrease)/increase in cash held and cash equivalents                    11,716      (137) 
 Cash and cash equivalents at the beginning of the period                     11,130     11,267 
 Effects of exchange rate changes on cash and cash equivalents                     -          - 
 Cash and cash equivalents at the end of the period                           22,846     11,130 

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
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 APPLICATION                         EFFECTIVE FOR ANNUAL REPORTING PERIODS BEGINNING ON OR AFTER  EXPECTED TO BE INITIALLY APPLIED IN THE FINANCIAL YEAR ENDING  
 IFRS 16 Leases       Leases                                                1 January 2019                                                30 June 2020                                                   
 IFRIC 23             Uncertainty over Income Tax treatments                1 January 2019                                                30 June 2020                                                   
 IFRS 9 (Amendments)  Prepayment features with negative compensation        1 January 2019                                                30 June 2020                                                   
 IAS 28 (Amendments)  Long term interests in associates and joint ventures  1 January 2019                                                30 June 2020                                                   
 2015-2017 Cycle      Annual improvements to IFRS Standards                 1 January 2019                                                30 June 2020                                                   
 IFRS 3 (Amendments)  Business combinations                                 1 January 2019*                                               30 June 2020                                                   

*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 £45,250 that were not accrued for
together with the fair value of options that were issued on 25 June 2018 which
amount to £68,900. 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 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.

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 £45,250
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 £68,900. Details are set out below.

 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (extract)         Signed 2018  accounts    2018 Loss Increase    Restated for the year ended 30 June 2018 
                                                                                     Note                    GBP                   GBP                                         GBP 
 Expenses from continuing operations:                                                                                                                                              
 Listing fees recognised on reverse acquisition                                       (i)            (2,537,622)              (45,250)                                 (2,582,872) 
 Fair value of warrants issued and vested                                            (ii)                      -              (68,900)                                    (68,900) 
                                                                                                     (2,537,622)             (114,150)                                 (2,582,872) 
                                                                                                                                                                                   

(i)    The prior year adjustment of £45,250 is comprised of printing costs
amounting to £13,750 and consulting fees of £31,500 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
£45,250 in total.

(ii)   The prior year adjustment of £68,900 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 POSITION           Signed accounts at 30 June 2018     Adjustments    Restated  as at 30 June 2018 
                                           Note                              GBP             GBP                             GBP 
 ASSETS                                                                                                                          
 NON-CURRENT ASSETS                                                                                                              
 Trade and other receivables                                                   -               -                               - 
 Plant and equipment                                                       2,152               -                           2,152 
 Exploration and evaluation expenditure                                2,830,470               -                       2,830,470 
 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 reserves                                  (58,251)               -                        (58,251) 
 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 £95,098 is
comprised of:

a.    £68,900 being the fair value of options that were issued on 25 June
2018 not recorded in 2018; and

b.    £26,198 which is the recycling of the share-based payment expense in
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 £114,149 is
comprised of the following charges to accumulate losses:

a.    £45,250 which is comprised of printing costs of £13,750 and
consulting fees of £31,500 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 £45,250 in total.

b.    £68,900 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 £45,250 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 POSITION          Signed accounts at 30 June 2018    Adjustments    Restated  as at 30 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 £359,429 represents adjustments for:

a.    The recognition of the options issued on 25 June 2018 and the fair
value of these options being £68,900 which was not recorded in 2018; and

b.    £428,329 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 £247,850 is
comprised of the following charges to accumulated losses:

a.    £45,250 which is comprised of printing costs amounting to £13,750
and consulting fees of £31,500 that were incurred in connection with the
reverse takeover by Signature Gold Pty Ltd which was completed on 25 June
2018.

b.    £68,900 which represents the fair value of options that were issued
on 25 June 2018 and not recorded in 2018.

c.    £428,329 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 revenue            24,471         7,391            -       31.862 
 Segment net (loss) before tax and other items   (123,431)      (31,721)    (260,662)    (445,814) 
 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 2019               424,802        66,214      112,907      603,923 

        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 revenue                    198,694            -      198,694 
 Segment net (loss) / profit before tax and other items   (886,082)     (63,746)    (949,828) 
 Depreciation and amortisation                              (1,659)            -      (1,659) 
 Listing fees recognised on reverse acquisition                   -  (2,582,872)  (2,582,872) 
 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 operations          31,862         198,694 

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 vested              (68,900)               - 
 Depreciation of property plant and equipment           (1,338)         (1,659) 
 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 at 25 June 2018                                                      1,022,383 
 Deemed fair value of share-based payment of assets acquired                                                
 180,262,746 shares @ £ 0.02 per share                                                            3,605,255 
 Listing fees expense recognised on reverse acquisition                                           2,582,872 

10.  AUDITORS’ REMUNERATION  

                                                                                                                                                                 CONSOLIDATED    
                                                                                                                                                                   2019     2018 
                                                                                                                                                                    GBP      GBP 
 The analysis of auditors’ remuneration is as follows:                                                                                                                           
 Fees paid or payable to Signature Gold’s auditors in that geographical loication for the audit of the Company’s annual accounts and other services              30,699   24,255 
 Fees payable to the Group’s auditor for the audit of the Company’ annual accounts.                                                                              25,500        - 
 Fees paid to the Company’s former auditor for the audit of the Company annual accounts, taxation, due diligence and other services                              11,799   70,570 
                                                                                                                                                                 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 exploration projects costs                                                          (84,734)  (134,296) 
                                                                                                                      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 tax                                                                                                               (824,874)  (3,277,549) 
 Tax at the Australian corporation tax rate of 30% (2018: 30%)                                                                                          (247,462)    (983,265) 
 Effects of:                                                                                                                                                                   
 - Tax effect of tax losses not recognized as benefits including tax effect of differences in the standard rate of tax in different jurisdictions         247,622      983,265 
 - Research and Development Tax Incentive claim                                                                                                           326,214      256,810 
 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 £2,059,715 (2018:
£ 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 owners of the Company                                         (824,874)     (3,277,549) 
 Weighted average number of ordinary shares in issue for basic and fully diluted earnings*       688,357,267     181,614,122 
 (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 depreciation         (9,700)  (8,948) 
                                           6,603    2,152 

   

                                                       Plant and Equipment  GBP  Plant and Equipment  GBP  
 Carrying amount at the beginning of the period                            2,152                     1,396 
 Additions                                                                 6,911                     2,609 
 Disposals                                                               (1,091)                         - 
 Depreciation                                                            (1,338)                   (1,659) 
 Foreign exchange                                                             32                     (195) 
 Carrying amount at the end of the period                                  6,603                     2,152 

17.  EXPLORATION AND EVALUATION EXPENDITURE

                                                                                  CONSOLIDATED      
                                                                                    2019       2018 
                                                                                     GBP        GBP 
 Non-producing properties                                                                           
 Balance at the beginning of the period                                        2,830,470  2,324,808 
 Exploration and evaluation expenditure                                          587,111    811,851 
 Impairment of exploration and evaluation expenditure                          (703,936)    811.851 
 Foreign exchange                                                               (49,938)  (130,469) 
 Balance at the end of the reporting period                                    2,663,707  2,830,470 

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     
                                          2019     2018    2019    2018 
                                           GBP      GBP     GBP     GBP 
 Investment in Tirupati Graphite Plc    40,122   40,122  40,122  40,122 

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  25 Bilton Road, Rugby, England, CV22 7AG                                                                                               United Kingdom                                                     
 CONTROLLED ENTITIES                                                                                    PRINCIPAL ACTIVITIES                          COUNTRY OF INCORPORATION    PERCENTAGE OF EQUITY HELD BY THE COMPANY    
                                                                                                                                                                                       2019  %                2018  %         
 Signature Gold Pty Ltd 13/20 Bridge Street, Sydney NSW, Australia 2001                                 Mineral exploration                                   Australia                  100                    100*          
 Deep Blue Minerals Pty Ltd 6 Reier Avenue Alexander Bay, Northern Cape Republic of South Africa, 8290  Mineral Exploration                                 South Africa                100**                    -            
 Direct Excellence                                                                                      Direct Excellence was closed on January 2019       United Kingdom                 -                     100           

*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 entities ((i))            81,961   11,268       -     - 
 Loan payable to Consolidated Minerals Pte Ltd ((i)(ii))   154,832  157,600       -     - 
                                                           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 paid ordinary shares)               6,100,615 

Fully Paid Ordinary Shares

Reconciliation of share issued during the reporting period is set out below:

                                                                                                                                                         Number of shares     GBP     
 Balance at the beginning of the reporting period for Tectonic Gold                                                                                            176,929,413     17,693 
 Shares issued to Directors prior to completion of the reverse acquisition                                                                                       3,333,333        333 
 Shares issued prior to reverse acquisition                                                                                                                     30,800,000      3,080 
 Total issued capital of Tectonic Gold Plc prior to completion of the reverse acquisition                                                                      211,062,746     21,106 
 25 June 2018: Shares issued to Signature Gold vendors on reverse acquisition                                                                                  450,000,000     45,000 
 25 June 2018: Issue and proceeds from shares issued pursuant to the Share Offer at £0.02 per share                                                             26,500,000      2,650 
 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                                    
 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 taxation                                                                             (824,874)  (3,277,549)  (292,465)    302,478 
 Add/(deduct): Non-cash items                                                                                                                                           
 Depreciation and amortisation                                                                                                 1,338        1,659          -          - 
 Impairment of exploration and evaluation expenditure                                                                        703,936      182,153          -          - 
 Bad debt expensed                                                                                                                 -       93,050          -          - 
 Share based payment                                                                                                          30,000            -     30,000          - 
 Warrant and Option expired                                                                                                        -            -          -  (428,329) 
 Fair value of warrants issued to directors and staff and vested                                                                   -       68,900          -     68,900 
 Foreign exchange                                                                                                             24,296      (8,501)     23,654      8,328 
 Listing fee recognised on reverse acquisition                                                                                     -    2,582,872          -          - 
 Non-cash profit on disposal of property, plant and equipment                                                                  1,091            -          -          - 
 Change in assets and liabilities net of the effect of acquisitions and disposals associated with business combinations:                                                
 Increase in trade and other receivables                                                                                      71,879            -         77          - 
 Increase/(Decrease) in other assets                                                                                           (399)     (47,176)      5,354          - 
 (Decrease)/Increase in trade creditors and accruals                                                                       (206,010)      172,443     27,096     48,486 
 Increase in provisions                                                                                                        1,325        3,593          -          - 
 Net cash used in operating activities                                                                                       197,418    (228,556)  (206,284)      (137) 

         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:

                                                              CONSOLIDATED        COMPANY         
                                                             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 through profit and loss    40,122         40,122  40,122   40,122 
 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:

                                                CONSOLIDATED           COMPANY           
                                               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/£ 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  AUD  2018  AUD  
 Net Assets of Signature Gold                                2,252,911  3,162,010  
                                                                                   
 COMPANY                                                     GBP  2019  GBP  2018  
 Financial assets at fair value through profit and loss        40,122     40,122   

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 IMPACT  2019  GBP  AUD IMPACT  2018  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

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 £82,910 (2018: £549,388)
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.

 Name              Balance at the start of the year  Shares acquired ((i))   Shares transferred to Tectonic Gold Plc ((ii) )  Balance at the end of 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 McLennan                                  -                492,857                                         (492,857)                               - 
 Peter Prentice                           20,625,000              2,426,075                                      (23,051,075)                               - 

(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 2(nd) 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 £86,844.

(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.

       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 Brett Boynton Sam Quinn www.tectonicgold.com @tectonic_gold  +61292417665  

Ends



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