ARROW MINERALS LIMITED
(ABN 49 112 609 846)
AND CONTROLLED ENTITIES
ANNUAL REPORT
For the year ended 31 December 2024
CORPORATE DIRECTORY
DIRECTORS
Mr Jeff Dowling
Non-Executive Chair
Mr David Flanagan
Managing Director
Mr Tommy McKeith
Non-Executive Director
Mr Chris Tuckwell
Non-Executive Director
AUDITORS
HLB Mann Judd
Level 4, 130 Stirling Street
Perth WA 6000
COMPANY SECRETARY
Ms Catherine Grant-Edwards
Ms Melissa Chapman
BANKERS
National Australia Bank Limited
Level 14, 100 St Georges Terrace
Perth WA 6000
PRINCIPAL & REGISTERED OFFICE
U 4, 38 Colin Street
West Perth WA 6005
Telephone (08) 9383 3330
Email info@arrowminerals.com.au
SHARE REGISTRY
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
Telephone 1300 288 664
STOCK EXCHANGE LISTING
Arrow Minerals Limited shares (AMD) are listed on the Australian Securities Exchange (ASX)
Our Strategy
Arrow is focused on creating value for shareholders through the discovery and development of mineral deposits into
producing mines.
Arrow currently has two projects in Guinea, West Africa, the Niagara Bauxite Project (Niagara or Niagara Project)
and the Simandou North Iron Project (Simandou North). Both Niagara and Simandou North are located within trucking
distance to the Trans-Guinean Railway (TGR) that is currently under construction by Winning Consortium Simandou.
The location of both the Niagara Project and the Simandou North Iron Project relative to the TGR provides significant
benefits to the development of the projects as a result of multi-user access to rail and port infrastructure (Figure 1).
Figure 1 – Location of Arrow’s Projects in Guinea
4
OPERATING AND FINANCIAL REVIEW
Niagara Bauxite Project
Exploration Target
On 1 August 2024, the Company announced it had executed an agreement to acquire the Niagara Bauxite Project1.
Subsequently on 7 August, the Company announced an Exploration Target estimate for the Niagara Bauxite Project
of approximately 170 – 340Mt at a grade range of approximately 40 – 46 % Al2O3, and 1 – 4 % SiO22. The potential
quantity and grade of the Exploration Target is conceptual in nature. As at the date of this report there has been
insufficient work completed to estimate a Mineral Resource.
The Exploration Target was estimated on the basis of:
•
The mapped presence of host rocks (Mesozoic mafic intrusives) was considered favourable for the formation
of bauxite;
•
The presence of geomorphological features (plateaux) with characteristics was considered favourable for
the development of bauxite from the Mesozoic intrusives;
•
The summary results from several campaigns of historic work in the area that identified bauxite
accumulations were considered significant enough at the time of works to conduct estimates, albeit foreign
and now historic; and
•
The Company’s planned exploration program for 2024 to 2025.
Exploration Drilling
In late October 2024, the Company commenced an intensive drilling program for Niagara, which was completed on
28 November 2024. With the guidance of the Company’s Independent Consultants SRK Consulting (UK) Ltd (SRK),
this drilling campaign was designed with the intention of estimating Indicated and Inferred Mineral Resources at three
targets, sufficient to support a Scoping Study for the Niagara Project.
The drilling program successfully confirmed the Niagara Project is host to high grade bauxite mineralisation across
substantial areas of the Boussoura plateau system tested by drilling. From the program of the 184 holes drilled, 173
holes were on 300 x 300m spacings of which 154 holes returned a combined 887 metres grading above 40% Al2O3
from a total of 2,163 metres sampled3. The results have identified five distinct bauxite areas within the Boussoura
plateau complex, contributing to a combined area of approximately 14 square kilometres of bauxite mineralisation
with the majority of grades ranging between 40 to 54% total Al2O3 (Figure 2). In addition, the results of a further 11
scout holes have also identified the presence of high-grade bauxite mineralisation at the South-West/Vale prospect
along strike to the South-West quadrant of the Niagara permit.
Key statistics for the drill program, by target area and according to Al2O3 cut-off are shown in Table 1 and Table 2.
Figure 2 shows a general location map of Niagara Project showing Boussoura prospect areas tested in Arrow’s first
campaign of drilling, along with areas of prospectivity yet to be tested.
1 Refer to ASX Announcement dated 1 August 2024 entitled “Arrow Expands Bulks Presence with Major Bauxite Transaction”
for further details.
2 Refer to ASX Announcement dated 7 August 2024 entitled “Exploration Target Estimate for Niagara Bauxite Project” for further
details.
3 Refer to ASX Announcement dated 13 January 2025 titled “Niagara Resource estimation underway following receipt of final
assays.”
5
Table 1. Bauxite intersections by target area for the 2024 Niagara drill program
Target
Total Samples
Number of samples per target
>37% Al2O3
>38% Al2O3
>40% Al2O3
>41% Al2O3
>42% Al2O3
Central
779
310
284
236
206
175
North
501
275
262
231
215
197
North West
202
138
126
101
89
81
South
232
51
39
28
25
23
Far South
331
127
117
96
88
80
SW/Vale
118
62
59
49
44
37
Totals
2,163
963
887
741
667
593
Table 2. Average bauxite thickness per hole drilled by target area for the 2024 Niagara drill program
Target
Average
Hole Depth (m)
Average Intercept Thickness (m)
>37% Al2O3
>40% Al2O3
Central
12.4
4.3
3.4
North
11.1
5.8
4.4
North West
13.5
7.8
6.6
South
10.5
2.9
2
Far South
11.8
4.9
4.3
SW/Vale
10.7
4.5
4.3
Average
11.8 (12)
4.9 (5)
3.9 (4)
The average bauxite thicknesses (Table 2) achieved at each target area (Figure 2) are considered appropriate for
the use of surface miners, which are able to mine undulating surfaces to a minimum thickness of 0.3 metres.
Further Exploration - Next Steps
Future drilling will test for extensions to mineralisation discovered in the recent program along with testing additional
targets including those defined by Vale in 2007. Priority areas will include Boussoura South-West/Vale, Pandiya,
Languedi and N’Dire. These are substantial areas of mineralisation and given the improved understanding of the
geology of the project, the Company expects to achieve further encouraging drilling results.
The Company’s Independent Consultants, SRK, have commenced work on Mineral Resource estimation. Subject to
the outcome of the Mineral Resource estimate, the Company is planning to complete a Scoping Study in the June
2025 quarter.
In line with the Company’s development strategy4, the objective of the Scoping Study will be to demonstrate the
viability of a typical Guinea bauxite mining operation in terms of production processes at a “starter project” scale, that
can potentially be expanded once in production. The basis of a smaller-scale starter project is to reduce capital
expenditure and shorten project and approval timelines to production and cash flows, by simplifying the project.
Social and Environmental
The Company has completed preliminary baseline social and environmental impact studies and received its
Environmental Authorisation for 2025 in December 2024. The Company remains committed to progressing this work
and continuing to engage with all relevant stakeholders through the permitting processes to conclude them in a timely
manner. The Company has established productive relationships with key community and government stakeholders.
4 Refer to ASX Announcement dated 16 January 2025 titled “Company Update January 2025.”
6
Exploration Permit Renewal
The Niagara Bauxite Project exploration permit was granted for an initial 3-year term, renewable twice for 2-year
periods. The renewal process for the first 2-year period is in progress, with one further 2-year renewal available. The
initial term is generally extended without challenge, pending review of such renewal application provided that the
permit holder has complied to all relevant laws, and regulations, and has fulfilled any specific requirements or
obligations associated with the permit. Renewal of the permit remains at the discretion of the Guinean mining
administration.
Figure 2. Location map of Niagara Project showing Boussoura prospect areas tested in Arrow’s first campaign of
drilling.
7
Simandou North Iron Project
Arrow’s Simandou North Iron Project (Simandou North) is located immediately north of the Simandou iron ore project,
the world’s largest high grade iron ore project under development (Figure 3). Approximately 40 kilometres of strike
of the prospective Simandou Formation is interpreted to extend into the Company’s Simandou North license which
has been validated by an extensive field mapping and rock chip sampling campaign.
Arrow’s Simandou North comes within 25km of the rail construction corridor which presents a unique opportunity for
Arrow to access this rail infrastructure under the Government of the Republic of Guinea’s mandate that the rail will
be available for third party use (Figure 3).
.
Figure 3 - Simandou North Iron Project and adjacency to the combined Simandou Project and associated rail infrastructure
(Trans-Guinean Railway - TGR) which is under development
Exploration Target
On 6 August 2024, the Company announced an Exploration Target estimated between approximately 281 and 716
million tonnes of Simandou Formation Oxide BIF at 33-46% Fe5. The potential quantity and grade of the Exploration
Target is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource. It is uncertain
if further exploration will result in the estimation of a Mineral Resource.
5 Refer to ASX Announcement dated 6 August 2024 entitled “Exploration Target for Hematite Fines Project” for further details
8
The Exploration Target was estimated on a target by target basis using certain criteria including, but not limited to:
estimated thickness and continuity of BIF, thickness of weathering domains, intensity of magnetic signal, and
chemical analyses from drilling where present.
Grade estimations were based on a statistical assessment of all diamond drill data available with chemical assay at
the time of estimation for all BIF lithologies. Assays for drill core for the Dalabatini, Kowouleni, and Kalako targets
were used for the estimation. An allowance of 5% was made for dilution assuming nil grade.
The Exploration Target for in-situ Oxide BIF mineralisation for the Simandou North Iron Project effective 31 July 2024
is given in Table 3.
Table 3. Simandou North Iron Project Exploration Target – July 2024
Material Type
Tonnage (Mt)
Grade Fe (%)
Lower Limit
Upper Limit
Lower Limit
Upper Limit
Soft Oxide BIF
84
250
35
46
Intact Oxide BIF
197
466
33
43
TOTAL
281
716
Exploration Drilling
Exploration drilling for the 2024 drilling program concluded in early July 2024 in line with the onset of the wet season
completing a total of 10,309m of combined diamond and RC drilling to date, including the 2023 scout drilling program,
featuring:
•
5,557m of diamond drilling, of which approximately 4,040m has targeted hematite enriched BIF
mineralisation in the oxidised BIF, with the remaining 1,517m targeting shallow canga mineralisation; and
•
4,753m of RC drilling which targeted shallow canga mineralisation. It has also intersected underlying
hematite enriched BIF mineralisation in target areas where BIF extends beneath the Canga.
Oxide BIF Mineralisation
Diamond drilling that targeted hematite enriched BIF mineralisation has intersected noteworthy intercepts of BIF that
is considered amenable for beneficiation including the production of 61 to 64% Fe hematite fines from Oxide BIF
using a simple wet gravity process.
The Company subsequently reported significant intercepts on 6 August 20246, which included intercepts calculated
from results given in previous reports to the ASX7,8,9,10.
Selected results reported5 include;
•
DALDDH003, 56m at 48.6% Fe from surface
•
DALDDH023, 68m at 35% Fe from surface
•
DALDDH002, 42m at 42.9% Fe from surface
•
DALDDH012, 88m at 34.7% Fe from surface
6 Refer to ASX Announcement dated 6 August 2024 entitled “Exploration Target for Hematite Fines Project” for further details
7 Refer to ASX Announcement dated 3 October 2023 entitled “Scout Diamond Drilling Confirms High-Grade Iron Potential” for
further details
8 Refer to ASX Announcement dated 1 March 2024 entitled “Strong Start to Drilling at Simandou North” for further details
9 Refer to ASX Announcement dated 7 May 2024 entitled “Strong first Exploration Results with assays up to 63% Fe from
surface” for further details
10 Refer to ASX Announcement dated 11 June 2024 entitled “More Assays Support the Strategy for a DSO Operation at
Simandou North Iron Project” for further details
9
•
KOWDDH012, 73.5m at 36.7% Fe from surface
•
KOWDDH013, 70.9m at 33.8% Fe from surface
Additional work completed following the 2024 drill program focused on:
•
Analysis of information collected in the 2024 drill campaign in support of the metallurgical program discussed
below. The exploration team liaised closely with the Company’s metallurgical consultant to ensure that samples
selected for the testwork program were representative of each material type both in terms of physical properties
and grade variation. Learnings from the metallurgical test work will be incorporated into the Company’s logging
procedures with the intent of generating information from drill core from past and ongoing that may be used to
inform geometallurgical characterisation of mineralisation intersected in drilling; and
•
The collection of systematic dry bulk density measurements from reference half drill core with the intent of
developing robust grade-density models for each major material type encountered in drilling. Iron ore
mineralisation frequently exhibits a positive relationship between increasing iron grade and increasing bulk
density. As such, modelling density based on grade can yield superior tonnage estimates in Mineral Resource
estimation in comparison to using simple bulk density averages per material type. This work program is ongoing
and focuses on Friable and Intact Oxide BIF through the weathering profile and between working areas.
Canga Mineralisation
The Company initially pursued high grade hematite enriched BIF and Canga exploration targets with the objective to
develop a low capex, start-up DSO operation. Shallow RC and subordinate diamond drilling completed during the
June 2024 quarter targeted hematite enriched Canga mineralisation.
Canga drilling was completed at the Komodou, Central, Banko, Dalabatini, Diassa, and Kowouleni-Kalako Canga
targets (KKC) shown in Figure 4. Significant higher-grade results for both hematite enriched Canga and Oxide BIF
were reported during the September 2024 Quarter.
Grades encountered in the 2024 drill campaign are appealing for the production of hematite fines products using
simple wet gravity beneficiation, and the Company continues to evaluate the amenability of all material types including
Oxide BIF and Canga.
Figure 4 - Simandou North tenure and prospects showing airborne magnetic Analytic Signal and digital elevation model image
10
Metallurgy
On 6 August 2024 the Company announced results of bench scale metallurgical testwork completed on Simandou
North Formation Oxide BIF samples. The objective of this testwork was to determine the potential for upgrade (or
gangue removal) by relatively simple and well understood wet gravity based processes. The results of the individual
unit tests completed as part of the preliminary bench scale testwork were used in a flowsheet simulation which
achieved a 61-64% Fe, low alumina (<0.5%) hematite fines product from a simple wet gravity process.
In December 2024, the Company completed the next phase of laboratory scale metallurgical testwork at Nagrom in
Perth. The results, along with the flowsheet simulations derived from testwork, were announced on 16 January
202511, 12. The outcomes of the testwork are highly favourable with all three process flowsheet simulations, each
varying by the type of gravity separation, delivering a premium quality, high grade >66% Fe, very low alumina (<0.5%
Al2O3) hematite fines product.
This stage 2 testwork focussed on further characterisation of the Oxide BIF ore types (Friable and Intact) of Simandou
North through a more comprehensive testwork characterisation program12. The objective was to assess the
amenability of these two main rock types to different process flowsheet options, and in doing so, select a preferred
process flowsheet for further assessment as part of a scoping study level estimate of the process plant’s capital and
operating costs.
The simulated -1mm “all spirals” flowsheet achieved the most attractive combined mass recovery and grade results
(at SG:4.05); 44% mass yield, 66.8% Fe, 2.9% SiO2, 0.49% Al2O3 and is therefore, at this stage, the preferred process
flowsheet option. Trade-off studies will be completed to determine the effect of reducing the product grade and
increasing the product mass yield by selecting a lower density cut. Simulating the effect of reducing the product grade
and increasing product mass yield (by selecting a lower density cut for the preferred flowsheet11) increased the mass
yield to 52% and the Fe grade of the product reduced to 64.4%.
Further testwork is now being scoped to gather additional information for inclusion into process plant scoping study
work. The forward works will likely include a bulk spiral test run aimed at controlling the level of gangue minerals
remaining in the product, while maximising the iron recovery to product and as such will include additional
characterisation of the feed and products at each stage.
Offtake
The Company signed a Non-Binding Memorandum of Understanding (MOU) with Baosteel Resources Holding
(Shanghai) Co.Ltd providing a framework to negotiate binding agreements to deliver iron ore to steel mill customers.
The MOU focuses on the negotiation of binding mine gate iron ore sales contracts. The framework includes provision
for all key commercial elements including iron ore pricing, freight, ore haulage, ore handling, ship loading and
government royalties.
Exploration Permit Renewal
The Simandou North Iron Project exploration permit was granted for an initial 3-year term, renewable twice for 2-year
periods. The renewal process for the first 2-year period is in progress, with one further 2-year renewal available. The
initial term is generally extended without challenge, pending review of such renewal application provided that the
permit holder has complied to all relevant laws, and regulations, and has fulfilled any specific requirements or
obligations associated with the permit. While the renewal of the permit is subject to regulatory approval, the Company
expects it will be granted.
11 Refer to ASX Announcement 16 January 2025 titled “Testwork achieves extremely high quality hematite fines at Simandou North Project.”
12 Refer to ASX Announcement 23 October 2024 titled “Arrow takes key step towards project development with next phase of metallurgical testwork.”
11
Community, Safety and Environment
The Company is pleased to report that there were no lost time injuries or material breaches of safety management
systems during the year for both Niagara and Simandou North.
The Company retains environmental consultants Ozone Guinea (Ozone) to provide on-site environmental
management services to ensure compliance to all relevant laws for Simandou North. Upon entering the agreement
to acquire the Niagara Bauxite Project, Ozone were immediately appointed to conduct environmental baseline studies
and lodgement of the reporting required for submission of the annual Environmental Authorisation certificate for the
Niagara Bauxite Project, which was subsequently received in December 2024. The Company continues to pursue a
policy of proactive engagement and consultation with host communities. In addition to consultation and sensitisation,
the Company provides preferential employment opportunities for residents of host communities.
At the end of the year, the Company’s workforce was comprised of 95% Guinean national personnel, affirming the
Company’s commitment to provide employment opportunities where possible to Guineans.
Corporate
Directors
Following the recapitalisation and Board restructure in December 2023, Mr Jeff Dowling and David Flanagan were
appointed in February 2024 as Non-Executive Chairman and Managing Director/CEO respectively and Mr Thomas
McKeith transitioned from an Executive Director to Non-Executive Director. Mr Chris Tuckwell was appointed in May
2024 and Mr Alwyn Vorster resigned in June 2024.
Capital Raisings
The Company issued 9,549,862,690 fully paid ordinary shares (these shares are stated on a pre consolidation of
capital basis of 20 to 1) throughout the year as follows:
•
7,836,363,637 fully paid ordinary shares were issued for cash consideration of $18.58m;
•
800,000,000 fully paid ordinary shares were issued to the convertible note holders as full consideration of
the $1.0m convertible note;
•
160,000,000 fully paid ordinary shares were issued to corporate advisors as consideration for support of
certain capital raisings;
•
728,000,000 fully paid ordinary shares were issued on exercise of options; and
•
25,499,053 fully paid ordinary shares were issued as consideration for acquiring exploration data.
Subsequent to year end, the Company completed a consolidation of capital at a ratio of 20 to 1 as approved by
Shareholders at the Company’s General Meeting held 2 January 2025. The Company’s post consolidation structure
as at 2 January 2025 was as follows:
Capital Structure Post Capital Consolidation
Number
Fully paid ordinary shares
661,180,749
Performance Rights (expiring 31 December 2026)
1,050,000
Unlisted Options ($0.12 expiring 5 August 2025)
1,245,000
Unlisted Options ($0.14 expiring 24 October 2025)
125,000
Unlisted Options ($0.22 expiring 25 November 2025)
125,000
Unlisted Options ($0.14 expiring 22 February 2026)
2,000,000
Unlisted Options ($nil expiring 15 February 2027)
38,750,000
Unlisted Options ($0.064 expiring 28 February 2027)
114,318,146
Unlisted Options ($nil expiring 5 March 2027)
2,500,000
Unlisted Options ($0.18 expiring 1 May 2027)
6,000,000
Unlisted Options ($nil expiring 15 February 2028)
4,500,000
Unlisted Options ($nil expiring 23 April 2028)
23,750,000
12
COMPETENT PERSONS’ STATEMENT
The information in this report that relates to Exploration Targets and Exploration Results is based on, and fairly
represents, information and supporting documents compiled by Marcus Reston, who is an employee of the Company
and is a Fellow of The Australasian Institute of Mining and Metallurgy. Mr Reston has sufficient experience that is
relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to
qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves’. Mr Reston is an employee of the Company and has performance
incentives associated with the successful development of the Company’s minerals portfolio. Mr Reston consents to
the inclusion in the report of the matters based on his information in the form and context in which it appears.
The information contained in this announcement that relates to metallurgical information is based, and fairly reflects,
information and supporting documents compiled by Mr Aaron Debono, who is a full-time employee of NeoMet
Engineering acting for Arrow Minerals Limited and a Fellow of the Australasian Institute of Mining and Metallurgy. Mr
Debono has sufficient experience which is relevant to the styles of mineralisation and types of deposit under
consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012
Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr
Debono consents to the inclusion in this announcement of the matters based on his information in the form and
context in which it appears.
FORWARD LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of securities laws of applicable jurisdictions.
Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”,
“expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other
similar words, and include statements regarding certain plans, strategies and objectives of management and
expected financial performance. Forward-looking statements are provided as a general guide only and should not be
relied upon as an indication or guarantee of future performance. These forward-looking statements are based upon
a number of estimates, assumptions and expectations that, while considered to be reasonable by the Company, are
inherently subject to significant uncertainties and contingencies, involve known and unknown risks, uncertainties and
other factors, many of which are outside the control of the Company and any of its officers, employees, agents or
associates.
Actual results, performance or achievements may vary materially from any projections and forward-looking
statements and the assumptions on which those statements are based. Exploration potential is conceptual in nature,
to date there has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration
will result in the determination of a Mineral Resource. Readers are cautioned not to place undue reliance on forward-
looking statements and the Company assumes no obligation to update such information made in this report, to reflect
the circumstances or events after the date of this report.
13
DIRECTORS’ REPORT
The Directors of Arrow Minerals Limited (Arrow or the Company) submit their report, together with the consolidated
financial statements comprising Arrow and its controlled entities (together the Group) for the year ended 31 December
2024.
DIRECTORS
The names and particulars of the Directors of the Company during or since the end of the year are as follows.
Directors have been in office since the start of the year to the date of this report unless otherwise stated.
Jeff Dowling
Non-Executive Chairman (Appointed 15 February 2024)
Experience:
Mr Dowling has more than 45 years’ experience across professional services with
Ernst and Young and various mining companies. He served as a director of Atlas
Iron during a period of rapid growth and cost cutting. He was also Chair of Sirius
Resources prior to its takeover by Independence Group.
Qualifications:
BCOM, FCA, FFIN, FAICD
Interests in Shares and
Options at the date of this
report:
7,704,544 fully paid ordinary shares
1,704,544 unlisted options at $0.064, expiring 28 February 2027
(post consolidation of share capital at a ratio of 20 to 1)
Special Responsibilities:
Nil
Directorships
of
listed
companies held within the
last three years:
Fleetwood Limited
S2 Resources Limited
NRW Holdings Limited
Waratah Minerals Limited
(previously Battery Minerals Ltd)
July 2017 to present
May 2015 to present
August 2013 to present
January 2018 to September 2023
David Flanagan
Managing Director (Appointed 15 February 2024)
Experience:
Mr Flanagan has 30 years’ experience in the mining and mineral exploration
industry in Australia, Indonesia, and Africa. Mr Flanagan was the founder and
Manging Director of Atlas Iron Limited where the company discovered and
acquired substantial iron ore resources and reserves and developed substantial
export infrastructure in the Pilbara region of Western Australia. Mr Flanagan was
also Chair of Battery Minerals and Executive Chair of Delta Lithium.
Qualifications:
BSc, WASM, MAusIMM, FAICD
Interests in Shares and
Options at the date of this
report:
11,022,727 fully paid ordinary shares
38,750,000 unlisted options at $nil, expiring 15 February 2027
4,500,000 unlisted options at $nil, expiring 15 February 2028
2,272,727 unlisted options at $0.064, expiring 28 February 2027
(post consolidation of share capital at a ratio of 20 to 1)
Special Responsibilities:
Nil
Directorships of listed
companies held within the
last three years:
Delta Lithium Limited
Waratah Minerals Limited
(previously Battery Minerals Ltd)
MACA Limited
August 2022 to September 2023
July 2019 to September 2023
September 2021 to October 2022
14
Thomas McKeith
Non-Executive Director (Transitioned from Non-Executive Chair to Executive
Chair effective 7 November 2023, then to Non-Executive Director effective 15
February 2024)
Experience:
Mr McKeith is a geologist with over 30 years’ experience in exploration,
development and mining. He was formerly Head of Growth for Gold Fields Ltd and
CEO of Troy Resources. Mr McKeith led teams that discovered and developed
several significant discoveries (near mine and greenfields) in Australia, Mali,
Ghana, Peru and Chile. He has been instrumental in several major operating mine
and resource project acquisitions in Australia, Canada, Brazil, Venezuela, and
Burkina Faso.
Qualifications
FAusIMM, BSc (Hons), GradDip Eng, MBA
Interests in Shares and
Options at the date of this
report:
24,359,914 fully paid ordinary shares
375,000 unlisted options at $0.12, expiring 5 August 2025
1,704,545 unlisted options at $0.064, expiring 28 February 2027
700,000 performance rights, expiring 31 December 2026
(post consolidation of share capital at a ratio of 20 to 1)
Special Responsibilities:
Nil
Directorships
of
listed
companies held within the
last three years:
Evolution Mining Limited
CleanTech Lithium PLC (AIM-listed)
Ordell Minerals Limited
Thungela Resources Limited
(JSE:TGA, LSE:TGA)
Genesis Minerals Limited
February 2014 to present
June 2023 to present
October 2022 to present
October 2024 to present
November 2018 to September 2022
Chris Tuckwell
Non-Executive Director (Appointed 29 May 2024)
Experience:
Mr Tuckwell is a qualified engineer and experienced executive of both mining and
mining contracting companies with notable experience as Managing Director of
MACA Limited and COO and Country Manager of African Mining Services in both
East and West Africa as well as extensive Australian mining experience with both
companies. Mr Tuckwell was responsible for the rapid development of Fenix
Resources’ Iron Ridge DSO iron ore project.
Qualifications:
BEng
Interests in Shares and
Options at the date of this
report:
1,336,363 fully paid ordinary shares
1,136,363 unlisted options at $0.064, expiring 28 February 2027
(post consolidation of share capital at a ratio of 20 to 1)
Special Responsibilities:
Nil
Directorships
of
listed
companies held within the
last three years:
Albion Resources Limited
January 2025 to present
15
FORMER DIRECTORS
Frazer Tabeart
Non-Executive Director (Resigned 15 February 2024)
Experience:
Dr Tabeart is a graduate of the Royal School of Mines with a PhD and Honours in
Mining Geology. He has over 30 years’ experience in international exploration and
mining projects, including 16 years with WMC Resources and 17 years with the
Mitchell River Group of Companies.
Directorships
of
listed
companies held within the
last three years:
Alma Metals Limited
PolarX Ltd
November 2007 to present
July 2017 to present
Alwyn Vorster
Non -Executive Director (Resigned 21 June 2024)
Experience:
Mr Vorster has extensive corporate, marketing and project development experience
in the bulk commodities arena (particularly iron ore) having previously been Managing
Director for BCI Minerals and Iron Ore Holdings, as well as holding senior roles with
Aquila Resources, Rio Tinto Iron Ore and Kumba Resources. Mr Vorster has a proven
track record of creating shareholder value from the discovery of bulk mineral deposits,
through studies, approvals, funding, offtake, infrastructure solutions and
development, with projects including Hope Downs, Iron Valley, Buckland and Mardie
Salt & Potash.
Directorships
of
listed
companies held within the
last three years:
ChemX Materials Ltd
Lindian Resources Ltd
Alien Metals Ltd (AIM-listed)
BCI Minerals Ltd
October 2022 to present
August 2023 to May 2024
August 2023 to March 2024
September 2016 to September 2022
JOINT COMPANY SECRETARY
Catherine Grant-Edwards
Joint Company Secretary (Appointed 26 August 2019)
Qualifications:
BCom, CA
Experience:
Ms Grant-Edwards is the co-founder of Bellatrix Corporate Pty Ltd, a company that
provides company secretarial and accounting services to a number of ASX listed
companies.
Melissa Chapman
Joint Company Secretary (Appointed 10 December 2019)
Qualifications:
CPA, AGIA/ACIS, GAICD
Experience:
Ms Chapman is the co-founder of Bellatrix Corporate Pty Ltd, a company that
provides company secretarial and accounting services to a number of ASX listed
companies.
16
DIRECTORS’ MEETINGS
The following table sets out the number of Directors’ meetings held during the year and the number of meetings
attended by each Director.
Board
Eligible
Attended
J Dowling
14
14
D Flanagan
14
14
T McKeith
14
13
C Tuckwell
10
10
F Tabeart
-
-
A Vorster
5
5
Given the current size and composition of the Board, the Company has not established separate audit and risk or
remuneration and nomination committees.
PRINCIPAL ACTIVITIES
The principal activites of the Group during the course of the financial year were mineral exploration and evaluation
and there have been no significant changes in the nature of those activities during the year.
OPERATING AND FINANCIAL REVIEW
The Directors of the Company present the Operating and Financial Review of the Group, prepared in accordance
with section 299A of the Corporations Act 2001 for the year ended 31 December 2024. The information provided
in this review forms part of the Directors’ Report and provides information to assist users in assessing the
operations, financial position and business strategies of the Company. Please refer to page 3 to 12 for details.
Future exploration results, movements in commodity and equity prices may adversely impact the achievement of
the Company’s business strategies. Refer to Note 15 for information on these financial risks.
The Company’s financial statements have been prepared on a going concern basis. Refer to Note 2(e) for further
information.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than the progress documented in the Operating and Financial Review, the state of affairs of the Group was
not affected by any significant changes during the year.
DIVIDENDS
No dividends were declared or paid for the previous year and the directors recommend that no dividend be paid for
the current year.
EVENTS SUBSEQUENT TO REPORTING DATE
On 2 January 2025, Shareholders of the Company approved the consolidation of issued capital on the basis of
every 20 shares consolidated into 1 share. Before the consolidation, the Company had 13,223,627,786 shares
outstanding. After applying a 20 to 1 consolidation ratio, the number of shares outstanding was 661,180,749.
On 29 January 2025, the Company announced it had received firm commitments from institutional and sophisticated
investors to raise gross proceeds of approximately $7 million. The placement comprises the issue of 190,276,318
(post consolidation) new fully paid ordinary shares in the Company at an issue price of A$0.038 per share. The
Company will also issue one free attaching unlisted option for every two new shares issued under the placement.
The placement options are exercisable at A$0.055 and expire 18 months from issue date. The placement will be
conducted across two tranches:
•
Tranche 1 will consist of a total of 157,078,840 new shares issued pursuant to the Company’s existing
placement capacity; and
•
Tranche 2 will consist of a total of 33,197,478 new shares and 95,138,159 placement options, subject
to shareholder approval at a general meeting expected to be held in April 2025.
17
The above share issue is noted on a post consolidation of share capital.
Other than as mentioned above, no matters or circumstances have occurred subsequent to balance date that have
or may significantly affect the operations or state of affairs of the Group in subsequent financial years.
LIKELY DEVELOPMENTS
The Group’s focus remains on delivering long-term shareholder value through the discovery of economic mineral
deposits in West Africa.
ENVIRONMENTAL LEGISLATION
The Group is subject to and compliant with all aspects of environmental regulation of its exploration activities. The
Directors are not aware of any environmental law that is not being complied with.
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
The Company has taken out an insurance policy insuring directors and officers of the Company against any liability
arising from a claim bought by a third party against the Company or its current or former directors or officers. This
includes insurance against liabilities for costs and expenses incurred by them in defending any legal proceedings
arising out of their conduct while acting in their capacity as a director or officer of the Company, other than conduct
involving a wilful breach of duty in relation to the Company.
The Company indemnifies each of the directors and officers of the Company. Under its Constitution, the Company
will indemnity those directors or officers against any claim or for expenses or costs which may arise as a result of
work performed in their respective capacities as directors or officers of the Company and any related party.
Other than to the extent permitted by law, the Group has not, during or since the financial year, indemnified or agreed
to indemnity an auditor of the Group or any related body corporate against a liability incurred as an auditor.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any
proceedings to the which the Company is a party for the purpose of taking responsibility on behalf of the Company
for all or part of those proceedings.
NON-AUDIT SERVICES
During the year, HLB Mann Judd, the Company’s auditor, has performed no other services in addition to their
statutory audit duties.
SHARES UNDER OPTION
Option Granted over Unissued Shares
Unissued fully paid ordinary shares of the Company under option (post consolidation of share capital on a 20 to 1
basis) at the date of this report are as follows:
Expiry
Exercise Price of Shares
Number Under Option
(Post Consolidation)
5 Aug 2025
$0.12
1,245,000
24 Oct 2025
$0.14
125,000
25 Nov 2025
$0.22
125,000
22 Feb 2026
$0.14
2,000,000
15 Feb 2027
$0.00
38,750,000
28 Feb 2027
$0.064
114,318,146
1 May 2027
$0.18
6,000,000
15 Feb 2028
$0.00
4,500,000
23 Apr 2028
$0.00
23,750,000
190,813,146
No option holder has any right under the options to participate in any other share issue of the Company or any other
entity.
18
PERFORMANCE RIGHTS GRANTED OVER UNISSUED SHARES
Unissued fully paid ordinary shares of the Company under performance rights (post consolidation of share capital on
a 20 to 1 basis) at the date of this report are as follows:
Expiry
Exercise Price of Shares
Number of Rights
31 Dec 2026
$0.00
700,000
REMUNERATION REPORT (AUDITED)
The remuneration report for the year ended 31 December 2024 outlines remuneration arrangements in place for
directors and other members of the key management personnel (KMP) of the Company in accordance with the
requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required
by section 308(3C) of the Act.
The remuneration report details the remuneration for KMP who are defined as those persons having authority and
responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including
any director (whether executive or otherwise) of the parent company, or any controlled entity. KMPs during or since
year end were:
Name
Position
Appointed/Resigned
Mr J Dowling
Non-Executive Chair
Appointed 15 February 2024
Mr D Flanagan
Managing Director
Appointed 15 February 2024
Mr T McKeith
Non-Executive Director
Appointed 26 August 2019
Mr C Tuckwell
Non-Executive Director
Appointed 29 May 2024
Mr F Tabeart
Non-Executive Director
Resigned 15 February 2024
Mr A Vorster
Non-Executive Director
Resigned 21 June 2024
Mr T Muir
Chief Financial Officer
Appointed 13 May 2024
Mr J Sinclair
Projects Director
Appointed 22 May 2024
Mr M Reston
Technical Manager
Appointed 1 March 2024
REMUNERATION PHILOSOPHY
The performance of the Company depends on the qualifications of the directors and executives. The philosophy of
the Company in determining remuneration levels is to set competitive remuneration packages to attract and retain high
calibre employees and to link a significant component of executive rewards to shareholder value creation. The size,
nature and financial strength of the Company are also taken into account when setting remuneration levels so as to
ensure that the operations of the Company remain sustainable.
REMUNERATION COMMITTEE
The Board performs the role of the Remuneration Committee and is responsible for determining and reviewing
compensation arrangements for the directors, the Managing Director and any executives.
REMUNERATION STRUCTURE
In accordance with best practice corporate governance, the structure of non-executive and executive remuneration is
separate and distinct.
Non-executive Director Remuneration
The Board recognises the importance of attracting and retaining talented non-executive directors and aims to
remunerate these directors in line with fees paid to directors of companies of a similar size and complexity in the mining
and exploration industry. The Board seeks to set aggregate remuneration at a level that provides the Company with
the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The Company’s Constitution and the ASX Listing Rules specify that the aggregate fees to be paid to non-executive
directors for their role as a director are to be approved by shareholders at a general meeting. The latest determination
was at the 2006 AGM, whereby Shareholders approved an aggregate amount of up to $250,000 per year (including
superannuation). The amount of total compensation apportioned amongst directors is reviewed annually and the
19
Board considers external advice as well as the fees paid to non-executive directors of comparable companies when
undertaking the annual review process.
The remuneration of non-executive directors consists of directors’ fees. Each director receives a fee for being a director
of the Company. The non-executive directors are not entitled to receive retirement benefits and, at the discretion of
the Board, may participate in the Employee Securities Incentive Scheme (“Scheme”), subject to the usual approvals
required by shareholders.
The Board considers it may be appropriate to issue options to non-executive directors given the current nature and
size of the Company as, until profits are generated, conservation of cash reserves remains a high priority. Any options
issued to directors will require separate shareholder approval.
On 15 February 2024, Mr Dowling and Mr McKeith were issued 100,000,000 zero priced options, expiry 15 February
2027 (these options are stated on a pre consolidation of capital basis of 20 to 1). Both Mr Dowling and Mr McKeith
exercised these options on 30 October 2024.
Principles of Executive Remuneration
The Company’s executive remuneration strategy is designed to attract, motivate and retain high performance
individuals and align the interests of executives and shareholders. Remuneration consists of fixed remuneration and
variable remuneration (comprising short-term and long-term incentive schemes).
Fixed Remuneration
Fixed remuneration is reviewed as required by the Board by a process which consists of a review of relevant
comparative remuneration in the market and, where appropriate, external advice on policies and practices.
Variable Remuneration
2024 Short Term Incentive Scheme
Under the current arrangements, executives have the opportunity to earn an annual incentive. The STI recognises and
rewards annual performance.
In 2024, Short-Term Incentive (STI) were payable in cash but with the ability to settle in shares. The interim STI was
settled in shares through the participation in the placement dated 30 August 2024 and the year end STI will be settled
in shares through participation in the placement dated 7 January 2025. The interim and year end STI were awarded
based on the following achievements:
•
Acquisition of 100% of the Simandou North project;
•
Successful execution of substantial drilling program at Simandou North
•
Establishment of two significant exploration targets, both Simandou North and Niagara Bauxite Project;
•
Execution of an option agreement to acquire the Niagara Bauxite Project;
•
Execution of a non-binding Memorandum of Understanding with Baosteel;
•
Positive metallurgical testwork results for Simandou North;
•
Successful execution and resource drill out of Niagara Bauxite;
•
Strong government and community engagement, safety culture and environmental management practices.
2024 Long Term Incentive Scheme
On 15 February 2024, shareholders approved the issue of the following zero priced options to the Managing Director
to align remuneration with the creation of shareholder value over the period to 15 February 2028.
1.
30,000,000 zero priced options, expiry 15 February 2028 and exercisable upon the 100% acquisition of
Amalgamated Minerals Pte Ltd, holder of the Simandou North project.
20
2.
30,000,000 zero priced options, expiry 15 February 2028 and exercisable upon a published JORC Mineral
Resource estimate greater than 50Mt, with an average grade greater than 60% Fe.
3.
30,000,000 zero priced options, expiry 15 February 2028 and exercisable upon an ASX announcement reporting
the results of a pre-feasibility study for the Simandou North Iron Project.
These options are stated on a pre consolidation of capital basis of 20 to 1.
On 1 May 2024, the Board issued the following zero priced options to the Other Key Management Personnel to align
remuneration with the creation of shareholder value over the period to 23 April 2028:
1.
70,000,000 zero priced options, expiry 23 April 2028 and exercisable upon remaining employed or engaged by
the Company until 30 June 2025.
2.
120,000,000 zero priced options, expiry 23 April 2028 and exercisable upon a published JORC Mineral Resource
estimate on a project that Company has an interest in, greater than:
a.
50Mt DSO iron ore, with an average grade greater than 55% Fe;
b.
200Mt beneficiable iron ore, with an average grade greater than 35% Fe; or
c.
250Mt bauxite, with an average grade greater than 42% Al2O3.
3.
120,000,000 zero priced options, expiry 23 April 2028 and exercisable upon completion of a JORC economic
study on a project the Company has an interest in, to the satisfaction of the Board.
These options are stated on a pre consolidation of capital basis of 20 to 1.
2025 Short Term Incentive Scheme
The short term incentives for 2025 are set out below:
How is it paid?
Vested awards can be settled in cash or shares, at the discretion of the Board and if required,
subject to shareholder approval.
How much can
current
executives earn?
CEO and Managing Director has a maximum opportunity of 50% of total fixed remuneration
(‘TFR’), and other executives have a maximum opportunity of 25% of TFR.
What
is
the
performance
period?
1 January 2025 to 31 December 2025.
How is
performance
measured?
The below specific company KPI’s have been chosen to reflect the core drivers of short term
performance to be achieved during the performance period.
i)
Release of a public announcement of a Scoping Study for the Niagara project. The
weighting for this objective is 60%.
ii)
Release of a public announcement of a Scoping Study for the Simandou North. The
weighting for this objective is 20%.
iii) Advance a Niagara Pre-Feasibility Study (PFS) in accordance with Board approved
milestones. The weighting for this objective is 20%.
When is it paid?
The STI award is typically determined after the end of the year, following an assessment of all
the objectives. However, if the Board has all the necessary information to make an informed
assessment earlier, it has the discretion to approve and award one or more KPI’s ahead of year
end.
What happens if
an executive
leaves?
Where a Participant becomes a Leaver, all unvested awards will automatically be forfeited by
the Participant unless the Board otherwise determines in its discretion to permit some of all of
the awards to vest.
What happens if
there is a change
of control?
In the event of a change of control, the Board may in its discretion determine the manner in
which any or all of the Participants awards will be dealt with.
21
2025 Long Term Incentive Scheme
In 2025, the Board approved the following long-term incentives to executives to align remuneration with the creation
shareholder value over the period to 31 December 2028.
How is it paid?
Vested awards will be settled in shares.
How much can
current
executives earn?
CEO and Managing Director has an opportunity to earn approximately 150% of total fixed
remuneration (‘TFR’), and other executives have an opportunity to earn approximately 50% of
TFR.
How is
performance
measured?
The vesting of long-term incentives are subject to a number of vesting condition detailed below:
i)
Remaining employed or engaged for a period of 12 months from grant date. The weighting
for this objective is 26% for the CEO and Managing Director and 31% for the other
executives.
ii)
Secure Board approval for the Financial Investment Decision (‘FID’) on an Arrow Project.
The weighting for this objective is 37% for the CEO and Managing Director and 23% for
the other executives.
iii)
Successfully complete all key milestones and achieve the first commercial sale of product
from an Arrow project, to the Board's satisfaction. The weighting for this objective is 37%
for the CEO and Managing Director and 46% for the other executives.
When is
performance
measured?
Incentive (i) has a 1 year performance period, incentives (ii) and (iii) have a three-year
performance period. These awards will vest on achievement of the performance hurdle, as
determined by the Board.
What happens if
an executive
leaves?
Where a Participant becomes a Leaver, all unvested awards will automatically be forfeited by
the Participant unless the Board otherwise determines in its discretion to permit some of all of
the awards to vest.
What happens if
there is a change
of control?
In the event of a change of control, the Board may in its discretion determine the manner in
which any or all of the Participants awards will be dealt with.
Link Between Performance and Executive Remuneration
Executive remuneration is aimed at aligning the strategic and business objectives with the creation of shareholder
wealth. The table below shows measures of the Group’s financial performance over the last five years as required by
the Act. However, these are not necessarily consistent with the measures used in determining the variable amounts
of remuneration to be awarded to KMP. As a consequence, there may not always be a direct correlation between the
statutory key performance measures and the variable remuneration awarded.
31 Dec 2024
31 Dec 2023
Restated
31 Dec 2022
30 Jun 20221
30 Jun 20211
12-months
12-months
6-months
12-months
12-months
Loss for the year
23,756,930
3,119,903
8,342,675
3,457,696
2,678,461
Share Price at 31
December (cents)2
0.40
0.10
0.07
0.04
0.10
1 In December 2022, the Board resolved to change the Company’s financial year end from 30 June to 31 December.
This change was made in accordance with section 323D(2A) of the Corporations Act 2001 (Cth) to align the financial
year end of the Company with the financial year end of its West African subsidiaries and associated entities.
2 The share price is presented as pre consolidation of the Company’s share capital on a 20 to 1 basis.
22
REMUNERATION OF KEY MANAGEMENT PERSONNEL
Details of the remuneration of the key management personnel (KMP) of the Group are set out in the following table.
Currently, Directors are responsible for the management of the Group.
2024
Short Term Benefits
Post
Employment
Benefits
Share-based
Payments
Total
Proportion of
Remuneration
Performance
Related
Salary &
Fees
Short Term
Incentive
Super-
annuation
Options 1
$
$
$
$
$
%
Directors
J Dowling
69,938
-
3,094
500,000 6
573,032
87.3%
D Flanagan 2
319,623
116,490
28,116
4,057,854 6
4,522,083
89.7%
T McKeith
43,179
-
4,857
527,332 6
575,368
91.7%
C Tuckwell
27,175
-
825
-
28,000
n/a
H Bresser
22,000
-
-
(23,778)
(1,778)
n/a
F Tabeart
4,500
-
-
(5,107)
(607)
n/a
A Vorster
21,140
-
-
(8,695)
12,445
n/a
Other Key Management Personnel
T Muir 3
176,910
36,265
19,470
37,784
270,429
14.0%
J Sinclair 4
217,542
41,231
16,552
60,454
335,779
18.0%
M Reston 5
330,534
41,293
24,765
45,341
441,933
10.3%
Total
1,232,541
235,279
97,679
5,191,185
6,756,684
76.8%
1 Represents the statutory remuneration expensed based on fair value at grant date of options and rights over the
vesting period of the award, net of any lapsed or forfeited rights which are credited from these amounts.
2 Includes $40,700 that was paid to Mr Flanagan for consulting services performed prior to being appointed as
Managing Director and CEO.
An interim short-term incentive of $45,983 in the form of cash bonuses were settled in shares through participation in
the placement dated 30 August 2024. The remaining short-term incentive of $70,507 was approved by the Board on
28 January 2025 and will be settled in shares through participation in the placement dated 29 January 2025, subject
to shareholder approval.
3 An interim short-term incentive of $5,972 in the form of cash bonuses were settled in shares through participation in
the placement dated 30 August 2024. The remaining short-term incentive of $30,293 was approved by the Board on
28 January 2025 and was settled in shares, through participation in the placement dated 29 January 2025.
4 Includes $60,969 that was paid to Mr Sinclair through his related entity, Verbain Nominees Pty Ltd, for services
performed prior to being appointed as Project Director.
An interim short-term incentive of $11,638 in the form of cash bonuses were settled in shares through participation in
the placement dated 30 August 2024. The remaining short-term incentive of $29,593 was approved by the Board on
28 January 2025 and was settled in shares, through participation in the placement dated 29 January 2025.
5 Includes $78,000 that was paid to Mr Reston through his related entity, EGSS Pty Ltd, for services performed prior
to being appointed as Technical Manager.
An interim short-term incentive of $8,540 in the form of cash bonuses were settled in shares through participation in
the placement dated 30 August 2024. The remaining short-term incentive of $32,753 was approved by the Board on
28 January 2025 and was settled in shares, through participation in the placement dated 29 January 2025.
6 The fair value of the Options that were offered to directors on 12 December 2023 and were approved by shareholders
on 15 February 2024, was $0.005 (pre-consolidation 20 to 1 basis). For context, the Company announced a capital
raising at $0.001 per share on 13 December 2023, with the share price rising to $0.005 (pre-consolidation 20 to 1
basis) by the shareholder approval date. As required by AASB 2 Share-Based Payments, the fair value is to be
determined on the shareholder approval date.
23
2023
Short Term Benefits
Post
Employment
Benefits
Share-based
Payments
Total
Proportion of
Remuneration
Performance
Related
Salary &
Fees
Other Fees
Super-
annuation
Options 1
$
$
$
$
$
%
Directors
H Bresser 2
264,000
-
-
41,947
305,947
14%
T McKeith
43,439
-
4,670
18,039
66,148
27%
F Tabeart 3
36,000
-
-
18,253
54,253
34%
A Vorster 4
36,000
-
-
12,010
48,010
25%
Total
379,439
-
4,670
90,249
474,358
19%
1 Represents the statutory remuneration expensed based on fair value at grant date of options and rights over the
vesting period of the award, net of any lapsed or forfeited rights which are credited from these amounts.
2 Mr Hugh Bresser resigned as Managing Director on 7 November 2023. He remained with the Company post year
end as a key management personnel and therefore the remuneration in the above table is for the year ended 31
December 2023.
3 Director fees for Dr Frazer Tabeart were paid to Geogen Consulting Pty Ltd, a related entity of Dr Frazer Tabeart.
4 Director fees for Mr Alwyn Vorster were paid to Earthstone Resources Pty Ltd, a related entity of Mr Alwyn Vorster.
MOVEMENT IN ORDINARY SHARES
Subsequent to year end, the Company completed a consolidation of capital at a ratio of 20 to 1. All references to the
Company’s capital in this Remuneration Report are on a pre consolidation basis.
The relevant interest of each of the key management personnel in the share capital of the Company as at 31 December
2024 was (these shares are stated on a pre consolidation of capital basis of 20 to 1):
Balance
1 Jan 2024
Granted as
Remuneration
Received on
exercise of
Options
Other Changes1
Balance
31 Dec 2024
J Dowling
-
-
100,000,000
54,090,909
154,090,909
D Flanagan
-
-
-
220,454,545
220,454,545
T McKeith
187,107,400
-
100,000,000
200,090,909
487,198,309
C Tuckwell
-
-
-
26,727,273
26,727,273
T Muir
-
-
-
8,200,000
8,200,000
J Sinclair
-
-
-
24,424,545
24,424,545
M Reston
-
-
-
9,215,909
9,215,909
1 Shares purchased on market or through participation in placements.
24
SHARE-BASED PAYMENTS
Options
Options movements during the reporting period
The below table shows a reconciliation of options held by each KMP during the reporting period (these options are
stated on a pre consolidation of capital basis of 20 to 1):
2024
Opening Balance
Granted
as
Compe-
nsation
Options
Other 1
Options
Lapsed
Vested
Exercised
Closing Balance
Vested &
Exercis-
able
Un-
vested
No.
%
Vested &
Exercisable
Unvested
J Dowling
-
-
100,000,000 34,090,909
-
134,090,909
100% 100,000,000
34,090,909
-
D
Flanagan
-
-
865,000,000 45,454,545
-
850,454,545
98%
-
850,454,545
60,000,000
T McKeith
12,636,362
-
100,000,000 34,090,909 (5,136,362) 141,590,909
100% 100,000,000
41,590,909
-
C Tuckwell
-
-
-
22,727,273
-
-
-
-
22,727,273
-
T Muir
-
-
80,000,000
8,200,000
-
-
-
-
-
88,200,000
J Sinclair
-
-
130,000,000 9,424,545
-
-
-
-
-
139,424,545
M Reston
-
-
100,000,000 9,215,909
-
-
-
-
-
109,215,909
1 Options issued through participation in placements.
Options issued as compensation
During the financial year, options over ordinary shares issued as compensation are as follows (these options are stated
on a pre consolidation of capital basis of 20 to 1):
2024
Number of
Options
Granted During
the Year
Grant Date
Fair Value
per Option
at Grant
Date
Value of
Options
Granted
Exercise
Price per
Option
Expiry Date
Number of
Options Vested
J Dowling
100,000,000
15 Feb 24
$0.005
$500,000 1
$0.00
15 Feb 27
100,000,000
D
Flanagan
a) 775,000,000
b) 30,000,000 2
c) 30,000,000
d) 30,000,000 3
a) 15 Feb 24
b) 15 Feb 24
c) 15 Feb 24
d) 15 Feb 24
a) $0.005
b) $0.005
c) $0.005
d) $0.005
a)
$3,875,0001
b)
$150,000 1
c)
$150,000 1
d)
$150,000 1
a) $0.00
b) $0.00
c) $0.00
d) $0.00
a) 15 Feb 27
b) 15 Feb 28
c) 15 Feb 28
d) 15 Feb 28
a) 775,000,000
b) -
c) 30,000,000
d) -
T McKeith
100,000,000
15 Feb 24
$0.005
$500,000 1
$0.00
15 Feb 27
100,000,000
C Tuckwell
-
-
-
-
-
-
-
T Muir
a) 20,000,000 4
b) 30,000,000 5
c) 30,000,000 6
a)
1 May 24
b)
1 May 24
c)
1 May 24
a) $0.045
b) $0.045
c) $0.045
a)
$90,000
b)
$135,000
c)
$135,000
a) $0.00
b) $0.00
c) $0.00
a) 23 Apr 28
b) 23 Apr 28
c) 23 Apr 28
a)
-
b)
-
c)
-
J Sinclair
a) 30,000,000 4
b) 50,000,000 5
c) 50,000,000 6
a)
1 May 24
b)
1 May 24
c)
1 May 24
a)
$0.045
b) $0.045
c) $0.045
a)
$135,000
b)
$225,000
c)
$225,000
a) $0.00
b) $0.00
c) $0.00
a) 23 Apr 28
b) 23 Apr 28
c) 23 Apr 28
a)
-
b)
-
c)
-
M Reston
a) 20,000,000 4
b) 40,000,000 5
c) 40,000,000 6
a)
1 May 24
b)
1 May 24
c)
1 May 24
a)
$0.045
b) $0.045
c) $0.045
a)
$90,000
b)
$180,000
c)
$180,000
a) $0.00
b) $0.00
c) $0.00
a) 23 Apr 28
b) 23 Apr 28
c) 23 Apr 28
a)
-
b)
-
c)
-
25
1The fair value of the Options that were offered to directors on 12 December 2023 and were approved by shareholders
on 15 February 2024, was $0.005 (pre-consolidation 20 to 1 basis). For context, the Company announced a capital
raising at $0.001 per share on 13 December 2023, with the share price rising to $0.005 (pre-consolidation 20 to 1
basis) by the shareholder approval date. As required by AASB 2 Share-Based Payments, the fair value is to be
determined on the shareholder approval date.
Vesting conditions are as follows:
2 Published JORC Mineral Resource estimate greater than 50Mt, with an average grade greater than 60% Fe.
3 ASX announcement reporting the results of a pre-feasibility study for the Simandou North Iron Project.
4 Remaining employed or engaged by the Company until 30 June 2025
5 Published JORC Mineral Resource estimate on a project the Company has an interest in, greater than:
a.
50Mt DSO iron ore, with an average grade greater than 55% Fe;
b.
200Mt beneficiable iron ore, with an average grade greater than 35% Fe; or
c.
250Mt bauxite, with an average grade greater than 42% Al2O3.
6 Completion of a JORC economic study on a project the Company has an interest in, to the satisfaction of the Board.
Options issued allow the holder the right to subscribe to one fully paid ordinary share. Any option not exercised before
the expiry date will lapse on the expiry date. Options granted carry no dividend or voting rights.
There are no participating rights or entitlements inherent in the options and the holders will not be entitled to participate
in new issues of capital offered to shareholders during the currency of the options. All shares allotted upon the exercise
of options will rank pari passu in all respect with other shares.
Options exercised during the reporting period
During the financial year, options over ordinary shares exercised are as follows (these options are stated on a pre
consolidation of capital basis of 20 to 1):
2024
Exercise
Date
Grant Date
Number of
Options
Exercised
Amount Paid
per Share
Number of
Shares
Issued
Value of
Options
Exercised1
J Dowling
30 Oct 24
15 Feb 24
100,000,000
$0.00
100,000,000
$200,000
D Flanagan
-
-
-
-
-
-
T McKeith
30 Oct 24
15 Feb 24
100,000,000
$0.00
100,000,000
$200,000
C Tuckwell
-
-
-
-
-
-
T Muir
-
-
-
-
-
-
J Sinclair
-
-
-
-
-
-
M Reston
-
-
-
-
-
-
1 Determined as the intrinsic value at the date of exercise.
26
Performance Rights
Performance rights movements during the reporting period
During the financial year, performance rights issued over ordinary shares are as follows (these performance rights are
stated on a pre consolidation of capital basis of 20 to 1):
Opening
Balance
Granted
as
Remun-
eration
Conversion
to Shares
Expired
Closing
Balance
Grant
Date
Expiry
Date
Tranche
Value
per
Right
J
Dowling
-
-
-
-
-
-
-
-
-
D
Flanagan
-
-
-
-
-
-
-
-
-
T
McKeith
a) 7,000,000
b) 7,000,000
c) 7,000,000
-
-
-
a) 7,000,000
b) 7,000,000
c) 7,000,000
30 Nov 22
31 Dec 26 a) T1
b) T2
c) T3
a) $0.0040
b) $0.0040
c) $0.0029
C
Tuckwell
-
-
-
-
-
-
-
-
-
T Muir
-
-
-
-
-
-
-
-
-
J Sinclair
-
-
-
-
-
-
-
-
-
M Reston
-
-
-
-
-
-
-
-
-
Performance milestones are as follows:
•
T1 – Release of an ASX announcement confirming a JORC compliant resource equal to or in excess of 50Mt iron
ore at a grade of no lower than 60% Fe by 31 December 2024. Subsequent to year end, these performance rights
lapsed.
•
T2 – Release of an ASX announcement of a positive Scoping Study that recommends moving to pre-feasibility
study (PFS) by 31 December 2025 on any Company project.
•
T3 – AMD’s share price (calculated at the 5-day VWAP) exceeding five (5) times the 30-day VWAP (calculated at
24 October 2022) (Share Price Hurdle) over a consecutive 20-day period (trading days) by 31 December 2025.
Based on a calculation date of 24 October 2022, the Share Price Hurdle has been determined to be $0.026. This
Share Price Hurdle is on a pre consolidation of capital basis, on a post consolidation basis the Share Price Hurdle
is $0.52.
No performance rights granted to KMP were granted, forfeited or lapsed during the reporting period.
Performance rights issued allow the holder the right to one fully paid ordinary share. Any performance right not
exercised before the expiry date will lapse on the expiry date. Performance rights granted carry no dividend or voting
rights.
There are no participating rights or entitlements inherent in the performance rights and the holders will not be entitled
to participate in new issues of capital offered to shareholders during the currency of the performance rights. All shares
allotted upon the exercise of the performance rights will rank pari passu in all respect with other shares.
27
EMPLOYMENT CONTRACTS
Remuneration arrangements for KMP are formalised in employment agreements. Details of these contracts are
provided below.
Name and Title
Total Fixed
Remuneration
Variable Remuneration
Notice Period
D Flanagan
$352,533
Short and Long-Term Incentives
at Board discretion
12 months, payable in lieu1
T Muir
$302,932
Short and Long-Term Incentives
at Board discretion
3 months, payable in lieu.
6 months, if Good Reason event
occurs.
J Sinclair
$295,932
Short and Long-Term Incentives
at Board discretion
3 months, payable in lieu.
6 months, if Good Reason event
occurs.
M Reston
$327,533
Short and Long-Term Incentives
at Board discretion
3 months, payable in lieu.
1 Good leaver provisions included.
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
The Company entered into a service agreement with Mitchell River Group Pty Ltd effective 6 July 2016 for the provision
of exploration database management services. Mitchell River Group Pty Ltd is a related party of Director Dr Tabeart.
During the year, an amount of $41,025 (31 December 2023: $24,244) was paid or payable in relation to these services.
An amount of $nil (31 December 2023: $nil) was payable at the end of the year.
GenGold Resources Capital Pty Ltd (GenGold) has, via arrangement, contracted the services of its geological team to
Arrow during the year. Mr McKeith is a related party of GenGold. During the year, an amount of $9,149 (31 December
2023: $59,490) was paid or payable in relation to services. An amount of $nil (31 December 2023: $nil) was payable
at the end of the year.
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties.
END OF REMUNERATION REPORT
AUDITOR INDEPENDENCE
The auditor’s independence declaration for the year ended 31 December 2024 has been received and is included in
this annual report.
Signed in accordance with a resolution of the Directors
David Flanagan
Managing Director
21 March 2025
28
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Arrow Minerals Limited for the
year ended 31 December 2024, I declare that to the best of my knowledge and belief, there have
been no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
21 March 2025
B G McVeigh
Partner
Annual Report for the year ended 31 December 2024
29
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
Note
31 December 2024
$
31 December 2023
Restated1
$
Continuing Operations
Income
5
58,816
658,798
Net (loss)/gain on financial assets/liabilities measured
at fair value through profit or loss
(11,737)
13,046
Employee benefits expenses
5
(1,693,109)
(332,953)
Amortisation of right of use assets
(30,834)
(14,803)
Exploration and evaluation expenditure
(10,617,576)
(2,607,273)
Finance costs
5
(66,064)
(115,951)
Depreciation
(30,124)
(24,958)
Share-based payments expense
20
(9,467,241)
(103,191)
Administration and other expenses
5
(1,899,061)
(600,507)
Share of equity accounting profit
-
7,889
Loss before tax
(23,756,930)
(3,119,903)
Income tax expense
-
-
Loss after tax
(23,756,930)
(3,119,903)
Other Comprehensive Income
Items that may be classified subsequently to profit or
loss
Movement in foreign currency translation reserve
(614,040)
(241,592)
Share of foreign currency translation reserve relating
to equity accounted investment
-
(8,883)
Other comprehensive (loss) for the period
(614,040)
(250,475)
Total comprehensive loss for the period attributable to
members of the Company
(24,370,970)
(3,370,378)
Loss per share for the period attributable to the
members of Arrow Minerals Limited
Basic loss per share (cents per share)
6
(0.240)
(0.106)
Diluted loss per share (cents per share)
6
(0.240)
(0.106)
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the
accompanying notes.
1 The Group has changed its accounting policy in respect of exploration expenditure. The impact of this is disclosed
in Note 3(e).
Annual Report for the year ended 31 December 2024
30
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying
notes.
1 The Group has changed its accounting policy in respect of exploration expenditure. The impact of this is disclosed
in Note 3(e).
As at 31 December 2024
Note
31 December 2024
$
31 December 2023
Restated1
$
Current Assets
Cash and cash equivalents
7
2,207,307
701,139
Trade and other receivables
161,186
44,511
Prepayments
156,756
90,563
Financial assets
-
83,223
Total Current Assets
2,525,249
919,436
Non-Current Assets
Acquired exploration and evaluation assets
8
5,376,737
-
Right of use assets
9
59,764
6,165
Property, plant and equipment
10
251,108
27,195
Investment in associate
11
-
2,405,256
Total Non-Current Assets
5,687,609
2,438,616
Total Assets
8,212,858
3,358,052
Current Liabilities
Trade and other payables
12
2,435,473
230,153
Lease liabilities
13
42,343
6,693
Other financial liabilities
14
-
992,180
Total Current Liabilities
2,477,816
1,229,026
Non-Current Liabilities
Lease liabilities
13
17,910
-
Total Non-Current Liabilities
17,910
-
Total Liabilities
2,495,726
1,229,026
Net Assets
5,717,132
2,129,026
Equity
Issued capital
16
70,098,563
51,606,728
Reserves
17
11,597,692
2,744,491
Accumulated losses
(75,979,123)
(52,222,193)
Total Equity
5,717,132
2,129,026
Annual Report for the year ended 31 December 2024
31
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2024
Note
31 December 2024
$
31 December 2023
Restated1
$
Cash Flows from Operating Activities
Receipts from customers
-
8,883
Payments to suppliers and employees
(4,151,190)
(1,172,336)
Payment for exploration and evaluation activities
(9,890,489)
(2,490,755)
Interest income received
59,022
8,012
Interest expense paid
(51,256)
-
Net cash (used in) operating activities
7
(14,033,913)
(3,646,196)
Cash Flows from Investing Activities
Proceeds from the sale of mineral rights
-
300,000
Proceeds from sale of financial assets
64,292
532,285
Payments for deposits
(5,437)
-
Payments for property, plant and equipment
(178,133)
-
Acquisition of Amalgamated Minerals Pte Ltd
8
(2,000,000)
-
Cash acquired on acquisition of Amalgamated Minerals
Pte Ltd
8
206,942
-
Net cash (used in) investing activities
(1,912,336)
832,285
Cash Flows from Financing Activities
Proceeds from issue of shares
18,580,000
3,145,000
Capital raising transaction costs
(1,139,164)
(120,538)
Principal payments on lease liabilities
-
(15,566)
Interest paid on convertible notes
-
(111,159)
Net cash from financing activities
17,440,836
2,897,737
Net increase in cash and cash equivalents
1,494,587
83,826
Effect of exchange rate movements
11,581
-
Cash and cash equivalents at the beginning of the year
701,139
617,313
Cash and cash equivalents at the end of the year
7
2,207,307
701,139
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
1 The Group has changed its accounting policy in respect of exploration expenditure. The impact of this is disclosed
in Note 3(e).
Annual Report for the year ended 31 December 2024
32
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December
2024
Issued
Capital
Share-Based
Payment
Reserve
Foreign
Currency
Translation
Reserve
Accumulated
Losses
Total
$
$
$
$
$
Balance at 1 January 2023
48,713,599
3,002,463
(242,021)
(49,091,591)
2,382,450
Change in accounting policy,
exploration expenditure
-
-
-
(40,109)
(40,109)
Balance at 1 January 2023
Restated1
48,713,599
3,002,463
(242,021)
(49,131,700)
2,342,341
Loss after tax for the year
-
-
-
(3,119,903)
(3,119,903)
Other comprehensive loss
-
-
(250,475)
-
(250,475)
Total comprehensive loss for the
year
-
-
(250,475)
(3,119,903)
(3,370,378)
Issue of Shares, net costs
2,893,129
-
-
-
2,893,129
Share-based payments
-
234,524
-
-
234,524
Total transactions with equity
holders
2,893,129
234,524
-
-
3,127,653
Writing back change in expenditure
– convertible note
-
-
-
29,410
29,410
Balance at 31 December 2023
51,606,728
3,236,987
(492,496)
(52,222,193)
2,129,026
Loss after tax for the year
-
-
-
(23,756,930) (23,756,930)
Other comprehensive loss
-
-
(614,040)
-
(614,040)
Total comprehensive loss for the
year
-
-
(614,040)
(23,756,930) (24,370,970)
Issue of Shares, net costs
18,491,835
-
-
-
18,491,835
Share-based payments
-
9,467,241
-
-
9,467,241
Total transactions with equity
holders
18,491,835
9,467,241
-
-
27,959,076
Balance at 31 December 2024
70,098,563
12,704,228
(1,106,536)
(75,979,123)
5,717,132
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying
notes.
1 The Group has changed its accounting policy in respect of exploration expenditure. The impact of this is disclosed
in Note 3(e).
Annual Report for the year ended 31 December 2024
33
INDEX TO THE FINANCIAL STATEMENTS
Corporate information and basis of preparation
1
Corporate information
2
Basis of preparation
3
Summary of material accounting policies
Financial performance
4
Segment information
5
Revenue and expenses
6
Earnings per share
Operating assets and liabilities
7
Cash and cash equivalents
8
Acquired exploration and evaluation assets
9
Right of use assets
10
Plant and equipment
11
Investment in associate
12
Trade and other payables
Capital and financial risk management
13
Lease liability
14
Other financial liabilities
15
Financial risk management
16
Issued capital
17
Reserves
Other information
18
Income tax expense
19
Related party transactions
20
Share-based payments
21
Remuneration of auditors
Unrecognised items
22
Parent entity disclosure
23
Contingent assets and liabilities
24
Commitments
25
New standards and interpretations
26
Subsequent events
27
Consolidated entity disclosure statement
Annual Report for the year ended 31 December 2024
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate Information & Basis of Preparation
1.
CORPORATE INFORMATION
The Financial report of Arrow Minerals Limited (the Company or Arrow) consists of the financial statements, notes
to the financial statements and the directors’ declaration.
Arrow Minerals Limited is a company incorporated and domiciled in Australia, limited by shares, and is a for profit
entity whose shares are publicly traded on the ASX. The Company’s registered office and principal place of
business is Unit 4, 38 Colin Street, West Perth WA 6005. The Company is principally engaged in exploration in
West Africa.
The nature of the operations and principal activities of the Group are described in the attached Directors’ Report.
The accounting policies set out below have been applied consistently to all periods presented in the consolidated
financial report and by all entities in the Group.
These are for-profit general purpose financial statements and have been prepared in accordance with Australian
Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board,
Australian Accounting Interpretations and the Corporations Act 2001.
2.
BASIS OF PREPARATION
The financial report was authorised for issue in accordance with a Resolution of the Directors on 21 March 2025.
These general-purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) and the Corporations
Act 2001. Comparatives have been reclassified as required for consistency with the current year’s presentation.
(a)
Compliance with International Financial Reporting Standards
The financial statements of the Company also comply with International Financial Reporting Standards
as issued by the International Accounting Standards Board.
(b)
Historical Cost Convention
These financial statements have been prepared under the historical cost convention, and on an accrual’s
basis (except for certain financial assets and liabilities for which the fair value basis of accounting has
been applied).
(c)
Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic
environment in which the entity operates – the functional currency. The financial statements are presented
in Australian dollars, which is Arrow’s functional and presentation currency.
(d)
Critical accounting estimates
The preparation of financial statements requires the use of certain estimates, judgements and
assumptions that affect the application of the Company’s accounting policies. Actual results may differ
from these estimates and application of different assumptions and estimates may have a significant
impact on the Company’s net assets and financial results.
Estimates and assumptions are reviewed on an ongoing basis and are based on the latest available
information at each reporting date. Revisions to accounting estimates are recognised in the period in
which the estimate is revised. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial statements, are found in the following
notes:
i)
Note 18 Income tax expense
The future recoverability of the carried forward tax losses are dependent upon the Group’s ability
to generate taxable profits in the future in the same tax jurisdiction in which the losses arise. This
Annual Report for the year ended 31 December 2024
35
is also subject to determinations and assessments made by the taxation authorities. The
recognition of a deferred tax asset on carried forward tax losses (in excess of taxable temporary
differences) is dependent on management’s assessment of these two factors. The ultimate
recoupment and the benefit of these tax losses could differ materially from management’s
assessment.
ii)
Note 8 Acquired exploration and evaluation
The application of the exploration and evaluation accounting policy necessarily requires
management to make certain estimates and assumptions as to future events and circumstances.
Any such estimates and assumptions may change as new information becomes available. If, after
having capitalised expenditure under the policy, it is concluded that the expenditures are unlikely
to be recovered by future exploitation or sale, then the relevant capitalised amount will be written
off to the Statement of Profit or Loss and Other Comprehensive Income.
iii)
Note 20 Share-based payments
The fair values of Options and Performance Rights are determined using option pricing models
that consider the exercise price, the term of the option or right, the impact of dilution, the share
price at valuation date, expected price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the option. Judgement has been exercised on
the probability and timing of achieving the performance metrics related to the Options and
Performance Rights.
(e)
Going concern
The financial report has been prepared on a going concern basis which contemplates the continuity of
normal business activities and the realisation of assets and the settlement of liabilities in the normal course
of business.
The Group has incurred a net loss after tax for the year ended 31 December 2024 of $23,756,930
(Restated 31 December 2023: $3,119,903) and a net cash outflow from operating and investing activities
of $15,946,249 (Restated 31 December 2023: net outflow $2,813,911). Net assets of the Group as at 31
December 2024 were $5,717,132 (Restated 31 December 2023: $2,129,026). Cash and cash
equivalents as at 31 December 2024 were $2,207,307 (31 December 2023: $701,139).
The ability of the Group to continue as a going concern is dependent on it being able to successfully raise
further debt or capital funding in the next 12 months for its current exploration strategy and commitments.
Management will continue to undertake exploration activities and the Directors are confident that the
Group will be able to continue to meet its current liabilities as and when they fall due in the next 12 months.
The Directors consider the basis of going concern to be appropriate, given the strong support shown from
shareholders in raising equity from the capital markets as required.
On this basis no adjustments have been made to the financial report relating to the recoverability and
classification of the carrying amount of assets or the amount and classification of liabilities that might be
necessary should the Group not continue as a going concern. Accordingly, the financial report has been
prepared on a going concern basis.
Should the Group be unable to raise further debt or capital within the next 12 months, then there exists a
material uncertainty that may cast significant doubt on whether the Group will be able to continue as a
going concern and whether it will be required to realise assets and extinguish liabilities other than in the
ordinary course of business with the amounts realised being different from those shown in the financial
statements.
Annual Report for the year ended 31 December 2024
36
3.
SUMMARY OF MATERIAL ACCOUNTING POLICIES
(a)
Share-based payments
Equity-settled share-based payments with employees and others providing similar services are measured
at the fair value of the equity instrument at the grant date. Fair value of shares is measured by reference
to the quoted market price. Fair value of options is measured by use of valuation techniques. 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.
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 Group’s estimate of shares that will eventually
vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its
estimate of the number of equity instruments expected to vest. The impact of the revision of the original
estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to the equity settled employee benefits reserve.
(b)
Earnings per share
Basic earnings/loss per share – is calculated by dividing the profit or loss attributable to equity holders of
the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average
number of ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary
shares issued during the period.
Diluted Earnings/Loss per Share – adjusts the figures used in the determination of basic earnings/loss
per share to consider the after-income tax effect of interest and other financing costs associated with
dilutive potential ordinary shares and the weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential ordinary shares.
(c)
Income tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income
based on the notional income tax rate for each jurisdiction adjusted for by changes in deferred tax assets
and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their
carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted
or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative
amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.
An exception is made for certain temporary differences arising from the initial recognition of an asset or a
liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they
arose in a transaction, other than a business combination, that at the time of the transaction did not affect
either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it
is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying
amount and tax bases of investments in controlled entities where the parent entity is able to control the
timing of the reversal of the temporary differences and it is probable that the differences will not reverse
in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
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 when they relate to income taxes levied by the taxation authority
and the Group intends to settle its current tax assets and liabilities on a net basis.
Annual Report for the year ended 31 December 2024
37
For the purposes of income tax legislation, the Company and its 100% controlled Australian entities have
elected to form a tax consolidated group. Therefore, these entities are taxed as a single entity and the
deferred tax assets and liability of these entities are set off in the consolidated financial statements.
(d)
Investment in Associates
Associates are entities over which the Group has significant influence but not control or joint control,
generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in
Associates in the consolidated financial statements are accounted for using the equity method of
accounting. On initial recognition investments in associates are recognised at cost. Under this method,
the Group’s share of the post-acquisition profits or losses of Associates are recognised in profit or loss,
and its share of post-acquisition movements in reserves is recognised in other comprehensive income.
The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
When the Group’s share of losses in an Associate equals or exceeds its interest in the associate, including
any unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
(e)
Exploration and evaluation expenditure
Change in Accounting Policy
The Consolidated Financial Statements have been prepared incorporating retrospective application of a
voluntary change in accounting policy relating to the exploration and evaluation expenditure. The new
accounting policy was adopted on 1 January 2024 and has been applied retrospectively. The Directors
believe that the change in accounting policy will provide more relevant and reliable information to users
of the Consolidated Financial Statements. Both the previous and the new accounting policy are compliant
with AASB 6: Exploration for and Evaluation of Mineral Resources.
The Group previously accounted for exploration and evaluation expenditure relating to an area of interest
by carrying forward that expenditure where no impairment trigger existed. The Group has treated loans
advanced to associates as earn in exploration expenditure and consequently expensed.
The impact of the change in accounting policy on the Statements is included below:
31 Dec 2023
Previous
Policy
Adj
Restated
$
$
$
Statement of Comprehensive Income (extract)
Income
870,002
(211,204)
658,798
Net (loss)/gain on financial assets/liabilities measured
at fair value through profit or loss
(246,372)
259,418
13,046
Exploration and evaluation expenditure
(184,533)
(2,422,740)
(2,607,273)
Loss before tax
(745,377)
(2,374,526)
(3,119,903)
Loss after tax
(745,377)
(2,374,526)
(3,119,903)
Total comprehensive loss for the period attributable to
members of the Company
(995,852)
(2,374,526)
(3,370,378)
Statement of Financial Position (extract)
Non Current Receivables
2,414,635
(2,414,635)
-
Total Assets
5,772,687
(2,414,635)
3,358,052
Net Assets
4,543,661
(2,414,635)
2,129,026
Consolidated Statement of Cash Flows (extract)
Payments for exploration and evaluation expensed
-
(2,490,755)
(2,490,755)
Net cash outflow from operating activities
(1,155,441)
(2,490,755)
(3,646,196)
Payments for exploration and evaluation capitalised
(184,533)
184,533
-
Advance of loan funding (Simandou North Iron
Project)
(2,306,222)
2,306,222
-
Net cash inflow from investing activities
(1,658,470)
2,490,755
832,285
Annual Report for the year ended 31 December 2024
38
31 Dec 2023
Previous
Policy
Adj
Restated
$
$
$
Statement of Changes in Equity (extract)
Accumulated Losses opening balance
(49,091,591)
(40,109)
(49,131,700)
Loss after tax for the year
(745,377)
(2,374,526)
(3,119,903)
Accumulated Losses closing balance
(49,807,558)
(2,414,635)
(52,222,193)
The Group now accounts for exploration and evaluation activities by applying the following policy.
Assets acquired
Exploration and evaluation assets acquired are capitalised and typically comprise the fair value of mineral
rights acquired at the acquisition date. As the assets are not yet ready for use, they are not depreciated.
Expenditure incurred
Exploration and evaluation expenditure incurred is expensed in respect of each identifiable area of interest
until such a time where a JORC 2012 compliant resource is announced in relation to the identifiable area
of interest. These costs are only carried forward to the extent that they are expected to be recouped
through the successful development of the area or where activities in the area have yet reached a stage
which permits reasonable assessment of the existence of economically recoverable reserves.
Transfer of capitalised exploration and evaluation to mine development
Once the technical feasibility and commercial viability of the assets are demonstrable, exploration and
evaluation assets are first tested for impairment and then reclassified to mine properties as development
assets. The value of the Company’s interest in exploration expenditure is dependent upon:
•
the continuance of the Company’s rights to tenure of the areas of interest;
•
the result of future exploration; and
•
the recoupment of cost through successful development and exploitation of the areas of interest,
or alternatively, by their sale.
(f)
Impairment of Non-Financial Assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows (cash generating units).
(g)
Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.
Financial Liabilities
Initial recognition and measurement
All financial liabilities are recognised initially at fair value adjusted for transaction costs, except where the
instrument is classified as fair value through profit or loss (FVTPL), in which case transaction costs are
immediately recognised as expenses in profit or loss.
Classification of financial liabilities
Financial liabilities classified as held-for-trading, contingent consideration payable by the group for the
Annual Report for the year ended 31 December 2024
39
acquisition of a business, and financial liabilities designated at FVTPL, are subsequently measured at fair
value. All other financial liabilities recognised by the group are subsequently measured at amortised cost.
The Group’s financial liabilities include trade and other payables, and convertible note payables (refer to
Note 14).
Convertible notes have embedded derivatives within them. Embedded derivatives are separated from the
host contract and accounted for separately if the economic characteristics and risks of the host contract
and the embedded derivative are not closely related, a separate instrument with the same terms as the
embedded derivative would meet the definition of a derivative, and the combined instrument is not
measured at fair value through profit or loss.
The convertible note is valued as a financial liability (Host Debt) with an embedded derivative feature
(Embedded derivative).
Subsequent Measurement
Subsequent measurement for Host Debt is at amortised costs. Subsequent measurement for Embedded
derivative is at fair value through profit and loss.
(h)
Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of
whether equity instruments or other assets are acquired. The consideration transferred for the acquisition
of a subsidiary comprises the:
•
Fair values of the assets transferred
•
liabilities incurred to the former owners of the acquired business
•
equity interests issued by the Group
•
fair value of any asset or liability resulting from a contingent consideration arrangement,
•
fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are, with limited exceptions, measured initially at their fair values at the acquisition date. The Group
recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either
at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable
assets.
Acquisition-related costs are expensed as incurred. The excess of the:
•
consideration transferred,
•
amount of any non-controlling interest in the acquired entity, and
•
acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are
less than the fair value of the net identifiable assets of the business acquired, the difference is recognised
directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a
financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit
or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s
Annual Report for the year ended 31 December 2024
40
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any
gains or losses arising from such remeasurement are recognised in profit or loss.
The excess of the consideration transferred and the amount of any non-controlling interest in the acquiree
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are
less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of
all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain
purchase.
(i)
Asset acquisition
To be considered a business, AASB 3 Business Combinations requires that there be an acquired set of
activities and assets which must include inputs and a substantive process that together significantly
contribute to the ability to create outputs.
If the assets acquired are not a business, the Group shall account for the transaction or other event as
an asset acquisition.
As substantial exploration activities are required before a decision can be made on the commercial
viability of these operations, AASB 3 Business Combinations does not apply to the acquisition of
Amalgamated Minerals Pte Ltd. Accordingly, as the acquisition did not meet the definition of a business,
it has been accounted for as asset acquisition. As the acquisition relates to mineral rights, AASB 116
Property, plant and equipment notes that mineral rights must be accounted for under AASB 6 Exploration
for and Evaluation of Mineral Resources.
(j)
Foreign Currency Transactions and Balances
These consolidated financial statements are presented in Australian dollars, which is the Company’s
functional currency and the presentation currency of the Group.
Translation of foreign operations:
As at the reporting date the assets and liabilities of foreign operations are translated into the presentation
currency at the rate of exchange ruling at the reporting date and the statement of comprehensive income,
statement of cash flows and statement of changes in equity are translated at the average exchange rates
for the year. The exchange differences arising on the retranslation are recognised in other comprehensive
income and accumulated balances are carried forward as a separate component of equity. On disposal
of a foreign operation, the deferred cumulative amount recognised in equity relating to that particular
foreign operation is recognised in the income statement.
Translation of foreign loans:
Loans from the parent entity to its Burkina Faso foreign operations are denominated in Central African
Francs (XOF). They are initially recognised in the parent entity Statement of Financial Position at the spot
rate on the date of transaction. Loan balances are translated into the presentation currency at the
exchange rate ruling at each reporting date, and exchange differences arising on the translation of
intercompany loans is recognised in the Statement of Comprehensive Income.
(k)
Measurement of Contingent Consideration
When the fair values of financial assets and financial liabilities recorded in the Consolidated Statement of
Financial Position cannot be measured based on quoted prices in active markets, their fair value is
measured using valuation techniques including the Black-Scholes option pricing model. The inputs to
these models are taken from observable markets where possible, but where this is not feasible, a degree
of judgement is required in establishing fair values.
Contingent consideration, resulting from asset acquisitions, is valued at fair value at the acquisition date
as part of the asset acquisition. When the contingent consideration meets the definition of a financial
liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair
value is based on a probability weighted pay-out approach. The key assumptions take into consideration
the probability of meeting each performance target (refer to Note 8).
Annual Report for the year ended 31 December 2024
41
4.
SEGMENT INFORMATION
The Group is organised into one operating segment being exploration. This is based on the internal reports that
are being reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers
(CODM)) in assessing performance and in determining the allocation of resources. As a result, the operating
segment information is as disclosed in the statements and notes to the financial statements through the report.
5.
REVENUE AND EXPENSES
31 Dec 2024
$
31 Dec 2023
Restated
$
Income
Interest income (restated, refer note 3e)
58,816
8,012
Profit on sale of financial asset
-
100,786
Profit on sale of tenement interests
-
550,000
58,816
658,798
Employee benefits expense
Employee benefits, including Directors’ fees
1,581,624
318,785
Superannuation expenses
111,485
14,168
1,693,109
332,953
Finance costs
Other interest expense
2,455
19,034
Convertible note – amortised interest cost on host debt
63,609
96,917
66,064
115,951
Administration and other expenses
Consultants, advisers, and auditors
884,165
210,409
Occupancy costs
36,394
36,444
Insurance
76,437
64,249
Legal costs
215,209
145,943
Public company costs
281,457
98,812
Foreign Value Added Tax and Withholding Tax
442,250
-
Overheads
632,604
256,138
Travel costs
194,119
10,277
Foreign exchange (gain)
(863,574)
(221,765)
1,899,061
600,507
6.
EARNINGS PER SHARE
The following data reflects the income and share numbers used in calculation of the basic and diluted loss per
share:
1 There were 3,866,263,637 Options (pre share consolidation) outstanding at 31 December 2024 (2023:
396,593,941) which were excluded from the diluted weighted-average number of ordinary shares calculation
because their effect would have been anti-dilutive.
There were 21,000,000 Performance Rights (pre share consolidation) outstanding at 31 December 2024 (2023:
51,000,000) which were excluded from the diluted weighted-average number of ordinary shares calculation
because their effect would have been anti-dilutive.
Unit
31 Dec 2024
31 Dec 2023
Restated
Weighted average number of shares1
No.
9,917,501,755
2,945,765,019
(Loss) used in calculation of basic and diluted loss per
share (restated refer note 3e)
$
(23,756,930)
(3,119,903)
Basic and diluted (loss) per share:
cents
(0.24)
(0.106)
Annual Report for the year ended 31 December 2024
42
7.
CASH AND CASH EQUIVALENTS
31 Dec 2024
$
31 Dec 2023
$
Cash at bank and on hand
2,207,307
701,139
31 Dec 2024
$
31 Dec 2023
Restated
$
Reconciliation of loss for the year to operating cash flows
Loss for the period
(23,756,930)
(3,119,903)
Adjustments for non-cash items:
Share-based payments expense
9,467,241
103,191
Depreciation expense
30,124
24,958
Amortisation expense
30,834
14,803
Gain on disposal of financial asset
-
(100,786)
Gain on disposal of mineral rights
-
(250,000)
Revaluation of financial assets
(6,988)
(228,778)
Interest on convertible note (unwind)
-
9,356
FX revaluation
(883,927)
(224,202)
Non-cash interest income booked on loan
14,808
-
Non-cash acquisition of exploration data
50,998
-
Movement in working capital items:
(Increase) / decrease in trade and other receivables
(1,353,923)
111,429
(Increase) / decrease in prepayments
(66,193)
19,880
Increase / (decrease) in trade and other payables
2,205,124
(16,058)
Increase in payroll liabilities
234,919
9,914
Net cash used in operating activities
(14,033,913)
(3,646,196)
Changes in liabilities arising from financing activities
Convertible
notes
$
Right of Use
Lease
$
Total
$
Net cash from/(used in) financing activities
-
-
-
Opening balance
992,180
6,693
998,873
Acquisition and repayment of leases
-
53,560
53,560
Other changes
(992,180)
-
(992,180)
Balance at 31 December 2024
-
60,253
60,253
Net cash from/(used in) financing activities
-
(15,566)
(15,566)
Opening balance
997,306
22,259
1,019,565
Acquisition of leases
-
-
-
Other changes
(5,126)
-
(5,126)
Balance at 31 December 2023
992,180
6,693
998,873
Non-cash investing activities
In June 2024, the Company and the Convertible Noteholders agreed to convert the remaining convertible notes,
being $500,000, into ordinary shares at a conversion price of $0.00125 per share on a pre consolidation basis.
This resulted in the issue of 400,000,000 fully paid ordinary shares on a pre consolidation basis.
Annual Report for the year ended 31 December 2024
43
8.
ACQUIRED EXPLORATION AND EVALUATION ASSETS
31 Dec 2024
$
31 Dec 2023
$
Acquired exploration and evaluation
5,376,737
-
On 26 March 2024, the Group acquired the remaining 66.7% of the shares and voting rights in Amalgamated
Minerals Pte Ltd, taking its interest to 100%. The consideration for this acquisition was $2,500,000, of which
$2,000,000 was paid in cash, and $500,000 remains payable in cash or shares (at the Company’s election).
These financial statements include the results of Amalgamated Minerals Pte Ltd for the period from the date of
acquisition of control (26 March 2024).
The following table summarises the recognised amounts of assets and liabilities assumed at the date of
acquisition:
26 Mar 2024
$
Cash
206,942
Prepayments
45,243
Property, plant and equipment
89,722
Trade and other payables
(675,924)
Loan with Arrow Minerals1
(184,684)
Total net liabilities
(518,701)
Fair value of pre-acquisition investment in Amalgamated (refer note 11)
2,358,036
Cash purchase consideration for additional investment
2,000,000
Cash or equity consideration (at the Company’s election) recognised as a liability at 31
December 2024 (refer note 12)
500,000
Acquired exploration and evaluation (excess of consideration over identified net
liabilities)
5,376,737
1 Funds provided to Amalgamated Minerals Pte. Ltd were advanced via loan funding, and expensed to the
Statement of Comprehensive Income via exploration expenditure as per the Group’s exploration accounting
policy.
Analysis of cashflows on acquisition:
26 Mar 2024
$
Purchase consideration paid
(2,000,000)
Net cash acquired
206,942
Net cash flow on acquisition (included in cashflows from investing activities)
(1,793,058)
Pursuant to the Binding Term Sheet, $500,000 remains payable in cash or shares (at the Company’s election)
on the earlier of:
a.
the date the Company successfully completes and announces to the ASX a Pre-Feasibility Study; and
b.
30 June 2025; or
c.
a date earlier, determined by Arrow in its sole discretion.
The deferred consideration has been recognised in trade and other payables.
Annual Report for the year ended 31 December 2024
44
9.
RIGHT OF USE ASSETS
31 Dec 2024
$
31 Dec 2023
$
Cost
128,881
44,449
Accumulated amortisation
(69,117)
(38,284)
59,764
6,165
Movements:
Balance at beginning of period
6,165
20,968
Additions
84,432
-
Amortisation for the period
(30,833)
(14,803)
Balance at end of period
59,764
6,165
10.
PLANT AND EQUIPMENT
Motor Vehicle
$
Office Equipment
$
Total
$
Balance at 1 January 2024
22,683
4,512
27,195
Additions
-
178,802
178,802
Acquisition of Amalgamated Minerals Pte Ltd
-
89,722
89,722
Disposals
-
-
-
Depreciation expense
(12,673)
(71,485)
(84,158)
Depreciation transferred to Exploration
expenditure
-
38,758
38,758
FX revaluation
489
(700)
(211)
Balance at 31 December 2024
10,499
240,609
251,108
At cost
174,658
478,907
653,565
Accumulated depreciation
(164,159)
(238,298)
(402,457)
Total
10,499
240,609
251,108
Balance as at 1 January 2023
34,131
16,322
50,453
Depreciation expense
(12,579)
(12,379)
(24,958)
FX revaluation
1,131
569
1,700
Balance at 31 December 2023
22,683
4,512
27,195
At cost
170,670
156,176
326,846
Accumulated depreciation
(147,987)
(151,664)
(299,651)
Total
22,683
4,512
27,195
Annual Report for the year ended 31 December 2024
45
11.
INVESTMENT IN ASSOCIATE
On 27 March 2024, the Company announced that it had completed the acquisition of the remaining 66.7%
interest in Amalgamated Minerals Pte. Ltd (Amalgamated). The consideration for this acquisition was
$2,500,000, of which $2,000,000 has been paid in cash and $500,000 remains payable in cash or shares (at
the Company’s election).
Summarised financial information of associate:
The movements in the carrying value of the investment in Amalgamated for the period up to the date of
acquisition of control (26 March 2024) are as follows:
26 Mar 2024
$
31 Dec 2023
$
Carrying value as at 1 January
2,405,256
2,406,250
Fair value adjustment on intercompany loan
(47,220)
Share of profit of associate
-
7,889
Share of foreign currency translation reserve
-
(8,883)
Carrying value as at 26 March 2024 / end of the year
2,358,036
2,405,256
Gain or loss on derecognition of Investment in Associate recognised
in Profit or Loss:
Fair value of pre-acquisition investment in Amalgamated (refer note 8)
2,358,036
-
Net gain or loss on derecognition of Investment in Associate
-
-
12.
TRADE AND OTHER PAYABLES
31 Dec 2024
$
31 Dec 2023
$
Trade and other payables
1,935,473
230,153
Deferred consideration1
500,000
-
2,435,473
230,153
1 Refer to note 8, this deferred consideration is payable as part of the acquisition of Amalgamated Pte. Ltd, in
cash or shares at the Company’s election.
13.
LEASE LIABILITIES
31 Dec 2024
$
31 Dec 2023
$
Current
Lease liability
42,343
6,693
Non-Current
Lease liability
17,910
-
Total Current and Non-Current
60,253
6,693
14.
OTHER FINANCIAL LIABILITIES
31 Dec 2024
$
31 Dec 2023
$
Convertible note liability
-
992,180
On 26 August 2020, the Company issued 1,000,000 unsecured convertible notes at A$1.00 each, raising
$1,000,000 (before costs of $60,000).
In January 2024, the Company and the Convertible Noteholders agreed the following:
•
The Convertible Noteholders convert $500,000 in Convertible Notes (being 50% of all Convertible Notes
on issue) into shares at a conversion price of $0.00125 per share, being a 25% premium to the price of
shares offered under the recapitalisation, for an issue by the Company of 400,000,000 shares; and
•
As consideration for the early exercise detailed above, the Convertible Noteholders be granted
778,000,000 zero exercise price Options expiring 5 March 2027.
Annual Report for the year ended 31 December 2024
46
The above agreement with the Convertible Noteholders provided that the Company retained $500,000 in respect
of irrevocable bank guarantees to secure the repayment of the remaining Convertible Notes.
In June 2024, the Convertible Noteholders and the Company agreed to convert the remaining 50%, being
$500,000, in Convertible Notes on issue into shares at a conversion price of $0.00125 per share for an issue by
the Company of 400,000,000 shares, resulting in the retirement of the irrevocable bank guarantees.
All references to shares and options are on a pre consolidation basis.
15.
FINANCIAL RISK MANAGEMENT
Overview
The Group has exposure to the following risks from their use of financial instruments:
•
credit risk
•
liquidity risk
•
market risk
This note presents information about the Group’s exposure to each of the above risks, its objectives, policies
and processes for measuring and managing risk, and the management of capital. The Board has overall
responsibility for the establishment and oversight of the risk management framework. Management monitors
and manages the financial risks relating to the operations of the Group through regular reviews of the risks.
(a)
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations and arises principally from receivables from customers and cash and cash
equivalents.
Substantial cash balances are held with recognised institutions with credit rating A-3 or above as a way of limiting
the exposure to credit risk. There are no formal credit approval processes in place, however the Company deals
only with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults.
Exposure to credit risk
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s
maximum exposure to credit risk at the reporting date was:
31 Dec 2024
$
31 Dec 2023
$
Cash and cash equivalents
2,207,307
701,139
Trade and other receivables
161,186
44,511
2,368,493
745,650
Financial assets are neither past due nor impaired.
(b)
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses
or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast
and actual cash flows.
Typically, the Group ensures that it has sufficient cash on demand to meet expected operational expenses for
a period of 60 days, including the servicing of financial obligations.
The Group has no access to credit standby facilities or arrangements for further funding or borrowings in place.
Annual Report for the year ended 31 December 2024
47
The maturity profiles of the Group’s financial assets and liabilities are:
Carrying
Amount
Up to 6
months
6-12 months
1-2 years
2+ years
31 December 2024
$
$
$
$
$
Cash and cash equivalents
2,207,307
2,207,307
-
-
-
Trade and other receivables
161,186
161,186
-
-
-
Lease liabilities
(60,253)
(20,188)
(22,155)
(17,910)
-
Trade and other payables1
(2,435,473)
(2,435,473)
-
-
-
Net cash outflow2
(127,233)
(87,168)
(22,155)
(17,910)
-
1 Included in this amount is the deferred consideration of $500,000 payable for the acquisition of Amalgamated
Minerals Pte. Ltd. This is payable in either shares or cash at the Company’s election.
2 Subsequent to year end, the Company raised approximately $7.0 million via a placement in early January
2025.
Carrying Amount
Up to 6
months
6-12
months
1-2 years
2+ years
31 December 2023
$
$
$
$
$
Cash and cash equivalents
701,139
701,139
-
-
-
Trade and other receivables
44,511
44,511
-
-
-
Lease liabilities
(6,693)
(6,693)
-
-
-
Trade and other payables
(230,153)
(230,153)
-
-
-
Convertible note liability 1
(992,180)
(992,180)
-
-
-
Net cash inflow
(483,376)
(483,376)
-
-
-
1 Assumes convertible notes are redeemed at maturity for $1,000,000. Refer to note 14, the convertible loan
was converted to shares during the year ended 31 December 2024.
The maturity profile disclosed are the contractual undiscounted cashflows.
(c)
Market risk
Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings of
financial instruments.
Foreign currency risk:
The Group is exposed to foreign exchange risk through funding of exploration activities in West Africa in Guinea
Francs (GNF), Central African Francs (XOF) (pegged to the EUR), and USD denominated payments. The
exposure is not considered material.
Interest rate risk:
The Group’s maximum exposure to interest rates at the reporting date was:
Range of
effective
interest
rate
Carrying
amount
Variable
interest
rate
Fixed
interest
rate
Total
%
$
$
$
$
31 December 2024
Cash and cash equivalents
3.00
2,207,307
2,207,307
2,207,307
Lease liabilities (current)
1.55
42,343
-
42,343
42,343
Lease liabilities (non-current)
1.55
17,910
-
17,910
17,910
31 December 2023
Cash and cash equivalents
0.95 – 1.35
701,139
701,139
-
701,139
Lease liabilities (current)
6.47
6,693
-
6,693
6,693
Lease liabilities (non-current)
6.47
-
-
-
-
Convertible note liability
8.00
992,180
-
992,180
992,180
The Group holds the majority of its cash and cash equivalents within a current account attracting a weighted
interest rate of 3.00% pa (2023: 1.27% pa).
Annual Report for the year ended 31 December 2024
48
Movement of 100 basis points on interest rate (considered a reasonably possible change) would not have a
material impact on the Group’s loss or equity.
(d)
Capital management policy
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business.
There were no changes in the Group’s approach to capital management during the period. Neither the Company
nor any of its subsidiaries are subject to externally imposed capital requirements. The Group defines capital as
cash and cash equivalents plus equity. The Board monitors its capital base continually. No formal targets are
in place for return on capital or gearing ratios as the Group has not derived any income from their mineral
exploration.
16.
ISSUED CAPITAL
31 Dec 2024
$
31 Dec 2023
$
Ordinary shares issued and fully paid
70,098,563
51,606,728
Notes
No. Shares
$
Movement in ordinary shares on issue:
Balance at 1 January 2023
2,533,765,094
48,713,599
Placement
(i)
490,000,002
2,695,000
Placement
(ii)
450,000,000
450,000
Transaction costs
-
(251,871)
At 31 December 2023
3,473,765,096
51,606,728
Placement B – Tranche 2
(iii)
3,050,000,000
3,050,000
Shares Issue
(iii)
160,000,000
160,000
Share Purchase Plan
(iv)
500,000,000
500,000
Convertible Note
(v)
400,000,000
500,000
Placement C – Tranche 1
(vi)
1,895,941,273
9,479,706
Placement C – Tranche 2
(vii)
104,058,727
520,294
Conversion of Options
(viii)
555,600,000
-
Convertible Note
(ix)
400,000,000
500,000
Placement D – Tranche 1
(x)
2,150,000,001
4,730,000
Shares Issue
(xi)
25,499,053
50,998
Placement D – Tranche 2
(xii)
136,363,636
300,000
Conversion of Options
(xiii)
172,400,000
-
Conversion of Options
(xiv)
200,000,000
-
Share transaction costs
n/a
(1,299,163)
At 31 December 2024
13,223,627,786
70,098,563
All share issues noted above are on a pre-consolidation basis. Subsequent to year end, a consolidation of capital
was completed on a 20 to 1 basis.
(i)
On 15 February 2023, the Company announced a placement to raise $2,695,000 via the issue of
490,000,002 shares in the Company at an issue price of $0.0055 per share (being Placement A). Final
securities issued in relation to this placement were issued 14 April 2023.
(ii) In December 2023, the Company completed Tranche 1 of a placement to raise $450,000 via the issue of
450,000,000 shares in the Company at an issue price of $0.001 per share (being Tranche 1 of Placement
B). Tranche 2 of the Placement B was completed in February 2024.
(iii) On 23 February 2024, the Company completed a placement to raise $3,050,000 via the issue of
3,050,000,000 shares in the Company at an issue price of $0.001 per share (being Tranche 2 of Placement
B). Tranche 1 of the Placement B was completed in December 2023. Additionally, 160,000,000 shares
were issued to its corporate advisors at an issue price of $0.001 per share for services provided.
(iv) On 1 March 2024, the Company issued 500,000,000 shares in the Company pursuant to the Company’s
share purchase plan raising $500,000.
(v) On 5 March 2024, the Company issued 400,000,000 shares in the Company upon conversion of 500,000
$1.00 convertible notes at an issue price of $0.00125 per share.
Annual Report for the year ended 31 December 2024
49
(vi) On 21 March 2024, the Company completed a placement to raise $9,479,706 via the issue of 1,895,941,273
shares in the Company at an issue price of $0.005 per share (being Tranche 1 of Placement C).
(vii) On 1 May 2024, the Company completed a placement to raise $520,294 via the issue of 104,058,727
shares in the Company at an issue price of $0.005 per share (being Tranche 2 of Placement C).
(viii) On 1 May 2024, the Company issued 555,600,000 shares upon the conversion of zero exercise price
options, expiring 5 March 2027.
(ix) On 11 June 2024, the Company issued 400,000,000 shares upon conversion of 500,000 $1.00 convertible
notes at an issue price of $0.00125 per share.
(x) On 30 August 2024, the Company completed a placement to raise $4,730,000 via the issue of
2,150,000,001 shares in the Company at an issue price of $0.0022 per share (being Tranche 1 of
Placement D)
(xi) On 4 October 2024, the Company issued 25,499,053 shares at an issue price $0.002 as consideration for
the acquisition of exploration data.
(xii) On 10 October 2024, the Company completed a placement to raise $300,000 via the issue of 136,363,636
shares in the Company at an issue price of $0.0022 per share (being Tranche 2 of Placement D).
(xiii) On 14 October 2024, the Company issued 172,400,000 shares upon the conversion of zero exercise price
options, expiring 5 March 2027.
(xiv) On 30 October 2024, the Company issued 200,000,000 shares upon the conversion of zero exercise price
options, expiring 15 February 2027.
Terms and conditions of ordinary shares
Ordinary shares have the right to receive dividends as declared, and in the event of winding up the Company,
to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid
upon shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of
the Company.
17.
RESERVES
(a)
The share-based payments reserve (options and performance rights) relates to options and performance
rights granted by the Company to its employees and Directors. The movement relates to the share-based
payments expense recognised during the period in respect of the ESIP options, Director options, and
performance rights.
(b)
Exchange differences relating to the translation of the results and net assets of the Group’s foreign
operations from their functional currencies to the Group’s presentation currency (i.e. Australian dollars)
are recognised directly in other comprehensive income and accumulated in the foreign currency
translation reserve. Exchange differences previously accumulated in the foreign currency translation
reserve (in respect of translating the net assets of foreign operations) are reclassified to profit or loss on
the disposal of the foreign operation.
Annual Report for the year ended 31 December 2024
50
18.
INCOME TAX EXPENSE
31 Dec 2024
$
31 Dec 2023
Restated
$
The components of tax expense / (benefit) comprise:
Current tax benefit / (expense)
-
-
Deferred tax benefit / (expense)
-
-
Offset against DTA not recognised
-
-
Under / (over) provision in prior years
-
-
-
-
Reconciliation of prima facie tax on continuing operations to income
tax benefit:
Loss before tax for the period
(23,756,930)
(3,119,903)
Australian tax benefit @ 30% (31 December 2023: 30%)
(4,060,216)
(130,215)
Burkina Faso income tax benefit at 27.5% (31 December 2023: 27.5%)
(86,777)
(103,051)
Guinea income tax benefit at 30% (31 December 2023: 30%)
(3,008,759)
(712,358)
Adjustments for:
Non-assessable income
17,707
(65,765)
Legal fees
-
43,783
Other non-deductible expenses
1,120,422
1,031,624
Share-based payments
2,840,172
30,957
Unrecognised DTA on tax losses
3,177,451
(94,975)
Income tax expense / (benefit) attributable to profit/(loss)
-
-
Components of deferred tax assets
31 Dec 2024
$
31 Dec 2023
Restated
$
Deferred tax assets
Tax losses
18,447,596
12,317,889
Provisions & accruals
104,096
17,099
Plant and equipment under lease
147
2,008
Capital & borrowing costs
449,112
94,259
Offset against deferred tax liability / not recognised
(19,000,951)
(12,431,255)
-
-
Deferred tax liabilities
Investments
(35,912)
(15,216)
Exploration expenditure
(9,189)
-
Deferred tax assets not recognised
45,101
15,216
Net deferred tax assets / (liability)
-
-
Deferred tax assets / liabilities not brought to account
Temporary differences
508,254
96,300
Operating tax losses
18,447,596
11,670,781
18,955,850
11,767,081
The tax benefits of the above deferred tax assets will only be obtained if:
•
the Group derives future assessable income of a nature and of an amount sufficient to enable the benefits
to be utilised;
•
the Group continues to comply with the conditions for deductibility imposed by law; and
•
no changes in income tax legislation adversely affect the Group in utilising the benefits.
Annual Report for the year ended 31 December 2024
51
Deferred income tax (revenue)/expense included in Income Tax
expense comprises:
31 Dec 2024
$
31 Dec 2023
Restated
$
(Increase) / decrease in deferred tax assets
(3,550,244)
791,770
Increase / (decrease) in deferred tax liabilities
45,965
(3,108)
Over provision in prior period
(9,909)
-
Deferred tax assets not recognised
3,514,188
(788,662)
-
-
Deferred income tax related to items charged or credited directly to
equity
Decrease / (increase) in deferred tax assets
389,749
75,561
Deferred tax assets not recognised
(389,749)
(75,561)
-
-
19.
RELATED PARTY TRANSACTIONS
Parent and subsidiaries
The parent entity and the ultimate parent entity of the Group is Arrow Minerals Limited, a company listed on the
Australian Securities Exchange. The components of the Group are:
Extent of control
Controlled entities
Incorporated
31 Dec 2024
31 Dec 2023
Boromo Gold Pty Ltd
Australia
100%
100%
Gengold Resources Burkina
Cayman Islands
100%
100%
Gold Square Resources SASU
Burkina Faso
100%
100%
Black Star Resources Africa SASU
Burkina Faso
100%
100%
Farafina Resources SASU
Burkina Faso
100%
100%
Fofora Resources SASU
Burkina Faso
100%
100%
Mineralfields Guinea SARLU1
Guinea
100%
-
Amalgamated Minerals Pte. Ltd1
Singapore
100%
-
Mineralfields (Bauxite Holdings) Pty Ltd2
Australia
100%
-
Arrow (Strickland) Pty Ltd
Australia
100%
100%
Arrow (Leasing) Pty Ltd
Australia
100%
100%
Arrow (Deralinya) Pty Ltd
Australia
100%
100%
Arrow (Plumridge) Pty Ltd
Australia
100%
100%
Arrow (Pardoo) Limited
Australia
100%
100%
Edurus Resources SA
South Africa
-
100%
1 Refer to note 8, the Company purchased 100% of Amalgamated Minerals Pte. Ltd on 26 March 2024.
Mineralfields Guinea SARLU is a 100% owned subsidiary of Amalgamated Minerals Pte Ltd.
2 Mineralfields (Bauxite Holdings) Pty Ltd was incorporated on 28 June 2024.
Key management personnel disclosures
The key management personnel compensation includes employee benefits and director compensation expenses
as follows:
31 Dec 2024
31 Dec 2023
$
$
Short-term employee benefits
1,467,820
379,439
Post-employment benefits
97,679
4,670
Equity compensation benefits
5,191,185
90,249
6,756,684
474,358
Further information regarding key management personnel has been provided in the Remuneration Report.
Transactions with key management personnel
The Company entered into a service agreement with Mitchell River Group Pty Ltd effective 6 July 2016 for the
provision of exploration database management services. Mitchell River Group Pty Ltd is a related party of Director
Dr Tabeart.
During the year, an amount of $41,025 (31 December 2023: $24,244) was paid or payable in relation to these
services. An amount of $nil (31 December 2023: $nil) was payable at the end of the year.
Annual Report for the year ended 31 December 2024
52
GenGold Resources Capital Pty Ltd (GenGold) has, via arrangement, contracted the services of its geological
team to Arrow during the year. Mr McKeith is a related party of GenGold. During the year, an amount of $9,149
(31 December 2023: $59,490) was paid or payable in relation to services. An amount of $nil (31 December 2023:
$nil) was payable at the end of the year.
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties.
20.
SHARE-BASED PAYMENTS
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
31 Dec 2024
31 Dec 2023
$
$
Directors and KMP
5,191,185
90,249
Employees and consultants
74,056
12,942
Corporate Advisors
4,202,000
-
9,467,241
103,191
Share-based payments are provided to Directors, employees, consultants and other advisors.
The issue to each individual Director, employee, consultant or advisor is controlled by the Board and the ASX
Listing Rules. Terms and conditions of the payments, including the grant date, vesting date, exercise price and
expiry date are determined by the Board, subject to shareholder approval where required.
Director Options
During the year ended 31 December 2024, the Company issued the following Director options (these options are
noted on a pre consolidation of capital basis):
1.
975,000,000 unlisted options with an exercise price of nil expiring 15 February 2027 were issued to
Directors (or their nominee) (Director C Options); and
2.
90,000,000 unlisted options with an exercise price of nil expiring 15 February 2028 were issued to Directors
(or their nominee) (Director D Options).
975,000,000 Director C options vested immediately and 30,000,000 Director D options vested on 31 March 2024,
upon the acquisition of 100% of Amalgamated Minerals Pte Ltd. The following non-market vesting conditions
apply to the remaining 60,000,000 Director D options:
No. of Options
Expiry Date
Conditions
30,000,000
15 Feb 2028
JORC Mineral Resource >50Mt > 60% Fe
30,000,000
15 Feb 2028
Public announcement PFS for Simandou North
The options were valued by applying a Black-Scholes option pricing model taking into account the terms and
conditions upon which the options were granted.
The following table details the inputs to the valuations for each option class:
Director C
Options
Director D
Options
Dividend yield (%)
Nil
Nil
Expected volatility (%)
100%
100%
Risk free interest rate (%)
3.658%
3.658%
Exercise price ($)
Nil
Nil
Marketability discount (%)
Nil
Nil
Expected life of options (years)
3
4
Share price at grant date ($)
$0.005
$0.005
Expiry date
15 Feb 2027
15 Feb 2028
Value per option ($)
$0.005
$0.005
Number issued
975,000,000
90,000,000
Annual Report for the year ended 31 December 2024
53
Advisor Options
During the year ended 31 December 2024, the Company issued the following Advisor options (these options are
noted on a pre consolidation of capital basis):
1. 120,000,000 unlisted options with an exercise price of $0.009 expiring 1 May 2027 were issued to
Advisors (Advisor Options).
These options vested immediately and were valued by applying a Black-Scholes option pricing model taking into
account the terms and conditions upon which the options were granted.
The following table details the inputs to the valuations for each option class:
Advisor
Options
Dividend yield (%)
Nil
Expected volatility (%)
100%
Risk free interest rate (%)
3.774%
Exercise price ($)
$0.009
Marketability discount (%)
Nil
Expected life of options (years)
3
Share price at grant date ($)
$0.005
Expiry date
1 May 2027
Value per option ($)
$0.0026
Number issued
120,000,000
Employee Securities Incentive Scheme
The Company provides benefits to employees (including directors) in the form of share-based payment
transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled
transactions’).
The Company currently provides benefits under a Scheme. This Scheme was approved by shareholders on 23
April 2024. All options issued in the year ended 31 December 2024, were issued under the prior Employee
Securities Incentive Scheme, approved by shareholders on 11 November 2019.
Under the terms of the Scheme, the Board may offer equity securities (i.e., options, performance or service rights)
at no consideration to full-time or part-time employees (including persons engaged under a consultancy
agreement) and executive and non-executive directors.
Options Issued under the Employee Securities Incentive Scheme
During the year ended 31 December 2024, the Company issued the following Employee options (these options
are noted on a pre consolidation of capital basis):
1.
485,000,000 unlisted options with an exercise price of nil expiring 23 April 2028 were issued to Employees
and Consultants (or their nominee) (Employee Options).
The following non-market vesting conditions apply to these options:
No. of Options
Expiry Date
Conditions
103,000,000
23 April 2028
Employed / engaged until 30 June 2025
191,000,000
23 April 2028
JORC Mineral Resource: (a) >50Mt DSO iron ore >55%
Fe; or (b) >200Mt Ben. iron ore >35% Fe; or (c) >250Mt
bauxite >42% Al2O3
191,000,000
23 April 2028
JORC economic study, to the satisfaction of the Board
These options were valued by applying a Black-Scholes option pricing model taking into account the terms and
conditions upon which the options were granted.
Annual Report for the year ended 31 December 2024
54
The following table details the inputs to the valuations for each option class:
Employee
Options
Dividend yield (%)
Nil
Expected volatility (%)
100%
Risk free interest rate (%)
4.03%
Exercise price ($)
Nil
Marketability discount (%)
Nil
Expected life of options (years)
4
Share price at grant date ($)
$0.0045
Expiry date
23 Apr 2028
Value per option ($)
$0.0045
Number issued
485,000,000
Options Issued as part of Equity Raisings
On 14 October 2024, the Company issued 2,286,363,637 unlisted options at an exercise price of $0.0032 with an
expiry date of 28 February 2027, pursuant to the two-tranche placement announced on 22 August 2024. These
options vest immediately and have a nil fair value at grant date.
No share-based payment expenditure was recognised as the options were classified as free attaching securities
to the two-tranche placement.
These options are noted on a pre consolidation of capital basis.
Options on Issue
There were 3,866,263,637 unlisted options on issue at the end of the year:
Grant Date
Number under
Option
Exercise Price
Expiry Date
Future Vesting
Date
05 Aug 2022
9,900,000
$0.0060
05 Aug 2025
Vested
30 Nov 2022
15,000,000
$0.0060
05 Aug 2025
Vested
30 Nov 2022
2,500,000
$0.0070
24 Oct 2025
Vested
25 Nov 2021
2,500,000
$0.0110
25 Nov 2025
Vested
05 Apr 2023
40,000,000
$0.0070
31 Dec 2026
Vested
15 Feb 2024
775,000,000
$0.0000
15 Feb 2027
Vested
15 Feb 2024
60,000,000
$0.0000
15 Feb 2028
Not vested
15 Feb 2024
30,000,000
$0.0000
15 Feb 2028
Vested
15 Feb 2024
50,000,000
$0.0000
05 Mar 2027
Vested
23 Apr 2024
120,000,000
$0.0090
01 May 2027
Vested
1 May 2024
475,000,000
$0.0000
23 Apr 2028
Not vested
14 Oct 2024
2,286,363,637
$0.0032
28 Feb 2027
Vested
These options are noted on a pre consolidation of capital basis.
The number and weighted average exercise prices of share options outstanding at 31 December 2024 is as
follows:
31 Dec 2024
No. Options
31 Dec 2024
WAEP
31 Dec 2023
No. Options
31 Dec 2023
WAEP
Outstanding at the beginning of the
period
396,593,941
0.008
112,550,000
0.013
Granted
4,734,363,637
0.002
324,393,941
0.008
Exercised
(928,000,000)
0.000
-
-
Lapsed / expired
(336,693,941)
0.008
(40,350,000)
0.014
Outstanding at end of the period
3,866,263,637
0.002
396,593,941
0.008
Exercisable at end of the period
3,331,263,637
0.003
371,593,941
0.008
The weighted average share price at the date of exercise for share options exercised during the year was $0.004
(2023: nil).
The weighted average contractual life remaining as at 31 December 2024 is 2.81 years (2023: 1.59 years).
Non-market performance conditions are not considered in the grant date fair value measurement of the services
received. The fair value of the options is estimated at the grant date using a Black Scholes option-pricing model.
Annual Report for the year ended 31 December 2024
55
Performance Rights Issued under the Employee Securities Incentive Scheme
The number of performance rights on issue is as follows (these performance rights are noted on a pre
consolidation of capital basis):
31 Dec 2024
Number of Rights
31 Dec 2023
Number of Rights
As at 1 January
51,000,000
96,000,000
Granted during the year
-
-
Forfeited/lapsed during the year
(30,000,000)
(45,000,000)
Vested/exercised during the year
-
-
Cash settled during the year
-
-
As at 31 December
21,000,000
51,000,000
During the year, 30,000,000 performance rights lapsed upon cessation of directorships for both Mr Alwyn Vorster
and Mr Frazer Tabeart.
Each performance right represents a right to be issued an ordinary share at a future point in time, subject to the
satisfaction of any vesting conditions. Unless determined otherwise by the Board, performance rights are subject
to lapsing if the conditions are not met by the relevant measurement date or expiry date (if no other measurement
date is specified) or if employment is terminated.
No exercise price is payable and eligibility to receive performance rights is at the Board’s discretion. The
performance rights cannot be transferred and are not quoted on the Australian Securities Exchange. There are
no voting rights attached to performance rights.
The following vesting conditions remain on the issued performance rights:
Performance
Rights
No.
(pre-share
consolidation)
Expiry Date
Performance
Milestone
Deadline
Performance Milestone
Tranche 1
7,000,000
31 December
2026
31 December
2024
Release of an ASX announcement
confirming a JORC compliant resource equal
to or in excess of 50Mt at no lower than 60%
Fe by 31 December 2024. Subsequent to
year end, these performance rights lapsed.
Tranche 2
7,000,000
31 December
2026
31 December
2025
Release of an ASX announcement of a
positive Scoping Study that recommends
moving to pre-feasibility study (PFS) by 31
December 2025.
Tranche 3
7,000,000
31 December
2026
31 December
2025
AMD’s share price (calculated at the 5-day
VWAP) exceeding five (5) times the 30-day
VWAP (calculated at 24 October 2022)
(Share Price Hurdle) over a consecutive 20-
day period (trading days) by 31 December
2025. Based on a calculation date of 24
October 2022, the Share Price Hurdle has
been determined to be $0.026.
21.
REMUNERATION OF AUDITORS
31 Dec 2024
$
31 Dec 2023
$
Auditor’s remuneration - for audit or review of financial report
HLB Mann Judd
81,987
58,071
81,987
58,071
Auditor’s remuneration - for other services
HLB Mann Judd
-
-
-
-
Annual Report for the year ended 31 December 2024
56
22.
PARENT ENTITY INFORMATION
Financial Position
31 Dec 2024
31 Dec 2023
Restated
$
$
ASSETS
Current assets
2,245,400
807,993
Non-current assets
5,597,946
2,507,511
TOTAL ASSETS
7,846,346
3,315,505
LIABILITIES
Current liabilities
1,867,498
1,186,479
Non-current liabilities
35,343
-
TOTAL LIABILITIES
1,902,841
1,186,479
NET ASSETS
5,940,505
2,129,026
EQUITY
Issued capital
70,098,565
51,606,728
Reserves
12,704,228
3,236,987
Accumulated losses
(76,862,288)
(52,714,692)
TOTAL EQUITY
5,940,505
2,129,026
Statement of Comprehensive Income
31 Dec 2024
31 Dec 2023
Restated
$
$
(Loss) for the period
(26,562,234)
(3,381,079)
Other comprehensive income
-
-
Total comprehensive (loss)
(26,562,234)
(3,381,079)
Commitments
There are no parent entity commitments.
Contingent Assets / Liabilities
The parent entity does not have any contingent assets or contingent liabilities.
23.
CONTINGENT ASSETS AND LIABILITIES
Contingent Assets
There were no contingent assets at 31 December 2024.
Contingent Liabilities
Simandou North Iron Project
On 26 March 2024, the Company completed the acquisition of the remaining 66.7% interest in Amalgamated with
the vendors to retain a US$1/t royalty on tonnes mined and sold from its subsidiary’s tenement.
Niagara Bauxite Project
On 1 August 2024, the Company announced it had entered into a Share Purchase Option Agreement, whereby
the Vendor granted a 12-month option to acquire the Niagara Bauxite Project.
The initial option fee consisted of $200,000 in cash and 66,666,667 fully paid ordinary shares (post share
consolidation 3,333,333 fully paid ordinary shares). This initial option fee is payable to the Vendor following the
renewal of the Mining Permit associated with this project, for at least 2 years. The 12-month option period
commences upon payment of the Option fee.
Annual Report for the year ended 31 December 2024
57
Within the 12-month option period, the Company may elect to exercise the option to purchase the outstanding
share capital from the Vendor by completing the following:
1.
Payment of $2,000,000 in cash, which the Company can elect to settled partially or fully in shares, with the
issue of 666,666,667 fully paid ordinary shares, at an issue price of $0.003 per share (post share
consolidation 33,333,333 fully paid ordinary shares, at a share price of $0.060). Any shares issued will
require shareholder approval and contain voluntary escrow arrangements.
2.
The grant of a 1% gross sales royalty on bauxite produced from the permit area.
Further, the Company has agreed to pay the Vendor up to $4,000,000 in two equal payments upon the satisfaction
of the following:
1.
$2,000,000 in cash payable upon the Company announcing a JORC Mineral Resource estimate of at least
150Mt of bauxite at an average grade of at least 42% AI2O3 from the project; and
2.
$2,000,000 in cash payable upon the Company announcing a JORC Mineral Resource estimate of at least
300Mt of bauxite at an average grade of at least 42% AI2O3 from the project.
The Group had no other contingent assets or liabilities at reporting date.
24.
COMMITMENTS
Commitments of Group
Exploration & Evaluation Commitments – Simandou North Iron Project, Guinea
The Group has certain minimum obligations in pursuance of the terms and conditions of tenement licences in the
forthcoming year. The expenditure commitment for the Group for later than 2 years but not later than 5 years is
uncertain, as the tenements require re-application prior to this date, of which the outcome is not certain. Whilst
these obligations are capable of being varied from time to time, in order to maintain current rights of tenure to
mining tenements, the Group estimates it will be required to spend the following.
31 Dec 2024
31 Dec 20231
$
$
Within 1 year
845,000
2,541,754
Between 1 and 2 years
4,031,000
-
Later than 2 years but not later than 5 years
-
-
4,876,000
2,541,754
Exploration & Evaluation Commitments – Niagara Bauxite Project, Guinea
The Group entered into a Share Purchase Option agreement to acquire the Niagara Bauxite Project in Guinea in
August 2024.
As part of the Share Purchase Option agreement, commencing on the exercise of the Option, the Group is
required to spend a minimum of $2.5 million on exploration activities within a 24-month period. As of 31 December
2024, the option remained unexercised.
Exploration & Evaluation Commitments – Burkina Faso
The Group has certain minimum obligations in pursuance of the terms and conditions of tenement licences in the
forthcoming year. Given the security situation in Burkina Faso, the Company declared a force majeure event to
the authorities and has suspended exploration activities. Most of the exploration tenements are in their third and
final term, and the Company does not intend to renew them.
31 Dec 2024
31 Dec 2023
$
$
Within 1 year
-
138,745
Between 1 and 2 years
-
60,583
Later than 2 years but not later than 5 years
-
-
-
199,328
Annual Report for the year ended 31 December 2024
58
25.
NEW STANDARDS AND INTERPRETATIONS
The Group has adopted all the new, revised or amending Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board (‘AASB’) that are relevant to its operations and effective for an accounting
period that begins on or after 1 January 2024.
Set out below are the new and revised Standards and amendments thereof effective for future years that are
relevant for the Group.
Pronouncement
Impact
Lack of exchangeability –
Amendments to IAS21
Effective 1 January 2025
The amendments specify how an entity should assess whether a currency is
exchangeable and how it should determine a spot exchange rate when
exchangeability is lacking.
The application of this standard is not expected to have a material impact on the
Group’s consolidated financial statements.
Improvements to
International Financial
Reporting Standards
Effective 1 January 2026
The annual improvements process deals with non-urgent, but necessary,
clarifications and amendments to accounting standards.
The application of this standard is not expected to have a material impact on the
Group’s consolidated financial statements.
Presentation and
Disclosure in Financial
Statements (AASB 118)
Effective 1 January 2027
AASB 118 replaces AASB 11 and introduces new categories and subtotals in the
statement of profit or loss. It also requires disclosure of management defined
performance measures and includes new requirements for the location,
aggregation and disaggregation of financial information.
The application of this standard is not expected to have a material impact on the
Group’s consolidated financial statements.
Subsidiaries without
Public Accountability:
Disclosures (AASB 119)
Effective 1 January 2027
AASB 119 allows eligible entities to elect to apply reduced disclosure
requirements while still applying the recognition, measurement and presentation
requirements in other AASB accounting standards.
The application of this standard is not expected to have a material impact on the
Group’s consolidated financial statements.
26.
SUBSEQUENT EVENTS
On 2 January 2025, Shareholders of the Company approved the consolidation of issued capital on the basis of
every 20 shares consolidated into 1 share. Before the consolidation, the Company had 13,223,627,786 shares
outstanding. After applying a 20 to 1 consolidation ratio, the number of shares outstanding was 661,180,749.
On 29 January 2025, the Company announced it had received firm commitments from institutional and
sophisticated investors to raise gross proceeds of approximately $7 million. The placement comprises the issue
of 190,276,318 new fully paid ordinary shares in the Company at an issue price of A$0.038 per share. The
Company will also issue one free attaching unlisted option for every two new shares issued under the placement.
The placement options are exercisable at A$0.055 and expire 18 months from issue date. The placement will be
conducted across two tranches:
•
Tranche 1 will consist of a total of 157,078,840 new shares issued pursuant to the Company’s existing
placement capacity; and
•
Tranche 2 will consist of a total of 33,197,478 new shares and 95,138,159 placement options, subject to
shareholder approval at a general meeting expected to be held in April 2025.
The above share issue is noted on a post consolidation of share capital on a 20 to 1 basis.
Other than as mentioned above, no matters or circumstances have occurred subsequent to balance date that
have or may significantly affect the operations or state of affairs of the Group in subsequent financial years.
Annual Report for the year ended 31 December 2024
59
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
Arrow Minerals Limited (the ‘head entity’) and its wholly owned Australian subsidiaries have formed an income
tax consolidated group under the tax consolidation regime.
Key Assumptions and Judgements: Determination of Tax Residency
Section 295(3A) Corporations Act requires that the tax residency of each entity, which is included in the
Consolidated Entity Disclosure (CEDS) be disclosed. In the context of an entity which was an Australian resident,
‘Australian resident’ has the meaning provided in the Income Tax Assessment Act 1997 (Cth). The determination
of tax residency involves judgement as the termination of tax residency is highly fact dependent and there are
currently several different interpretations that could be adopted, and which could give rise to a different conclusion
on residency.
In determining tax residency, the Group has applied the following interpretations:
Australian tax residency
The Group has applied current legislation and judicial precedent, including having regard to the Commissioner of
Taxation’s public guidance in Tax Ruling TR2018/5.
Foreign tax residency
The Group has applied current legislation and where available judicial precedent in the determination of foreign
tax residency. Where necessary, the Group has used tax advisers with affiliated offices in foreign jurisdictions to
assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with.
Controlled entities
Type of Entity
Country of
Incorporation
Australia Resident
or Foreign Resident
for Tax Purposes
Foreign Tax
Jurisdiction of
Foreign Resident
Arrow Minerals Limited
Body Corporate
Australia
Australia
n/a
Boromo Gold Pty Ltd
Body Corporate
Australia
Australia
n/a
Gengold Resources Burkina
Body Corporate
Cayman Islands
Cayman Islands
Cayman Islands
Gold Square Resources SASU
Body Corporate
Burkina Faso
Burkina Faso
Burkina Faso
Black Star Resources Africa
SASU
Body Corporate
Burkina Faso
Burkina Faso
Burkina Faso
Farafina Resources SASU
Body Corporate
Burkina Faso
Burkina Faso
Burkina Faso
Fofora Resources SASU
Body Corporate
Burkina Faso
Burkina Faso
Burkina Faso
MineralFields Guinea SARLU1
Body Corporate
Guinea
Guinea
Guinea
Amalgamated Minerals Pte. Ltd1
Body Corporate
Singapore
Australia
n/a
Mineralfields (Bauxite Holdings)
Pty Ltd2
Body Corporate
Australia
Australia
n/a
Arrow (Strickland) Pty Ltd
Body Corporate
Australia
Australia
n/a
Arrow (Leasing) Pty Ltd
Body Corporate
Australia
Australia
n/a
Arrow (Deralinya) Pty Ltd
Body Corporate
Australia
Australia
n/a
Arrow (Plumridge) Pty Ltd
Body Corporate
Australia
Australia
n/a
Arrow (Pardoo) Limited
Body Corporate
Australia
Australia
n/a
Annual Report for the year ended 31 December 2024
60
DIRECTORS’ DECLARATION
In accordance with a resolution of the Board of Directors, I state that:
In the opinion of the Directors:
1.
the Consolidated Financial Statements and notes and Remuneration Report are in accordance with the
Corporations Act 2001, including:
a)
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirement, and
b)
giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2024
and of its performance for the year ended on that date,
2.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable,
3.
the financial statements and notes thereto are in accordance with the International Financial Reporting
Standards issued by the International Accounting Standards Board, and
4.
the attached Consolidated Entity Disclosure Statement is true and correct.
The Directors have been given the declarations as required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of Directors.
David Flanagan
Managing Director
Perth, 21 March 2025
61
INDEPENDENT AUDITOR’S REPORT
To the Members of Arrow Minerals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Arrow Minerals Limited (“the Company”) and its controlled entities
(“the Group”), which comprises the consolidated statement of financial position as at 31 December 2024,
the consolidated statement of comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of cash flows for the year then ended, notes to the financial statements, including
material accounting policy information, the consolidated entity disclosure statement and the directors’
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the Group’s financial position as at 31 December 2024 and of its financial
performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2(e) in the financial report, which indicates that a material uncertainty exists that
may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
62
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our audit addressed the key audit
matter
Carrying value of Acquired exploration and evaluation
assets (Refer to Note 8)
In accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources, the Group capitalises
acquisition costs and then expenses further exploration
and evaluation expenditure as incurred. The cost model
is applied after recognition. We planned our work to
address the audit risk that the capitalised expenditure
might no longer meet the criteria for continued
recognition.
Our audit focussed on the Group’s assessment of the
carrying amount of the capitalised exploration and
evaluation asset. We considered it necessary to assess
whether facts and circumstances existed to suggest that
the carrying amount of an exploration and evaluation
asset may exceed its recoverable amount.
We considered this to be a key audit matter due to its size
and importance to the users’ understanding of the financial
report.
Our audit procedures included but were not
limited to the following:
-
We obtained an understanding of the key
processes
associated
with
management’s review of the carrying
value of acquired exploration and
evaluation assets;
-
We
considered
the
Directors’
assessment of potential indicators of
impairment in addition to making our own
assessment;
-
We obtained evidence that the Group
has current rights to tenure of its areas of
interest;
-
We considered the nature and extent of
planned ongoing activities; and
-
We assessed the appropriateness of the
disclosures in the financial report.
Acquisition accounting for Simandou North Iron
Project (Refer to Note 8)
The Group completed the acquisition of the Simandou
North Iron Project on 26 March 2024 through the
acquisition of the remaining 66.7% of the shares and
voting rights in Amalgamated Minerals Pte Ltd.
This acquisition was accounted for as an asset
acquisition as the activities of the company did not
constitute a business under AASB 3 Business
Combinations.
We considered this to be a key audit matter as
accounting for these transactions is a complex and
judgemental
exercise,
requiring
management
to
determine the value of acquired assets and liabilities, in
particular determining the allocation of the purchase
consideration to the acquired assets.
Our audit procedures included but were not
limited to the following:
-
We
read
the
Agreement
for
the
acquisition to understand the key terms
and conditions;
-
We
reviewed
management’s
assessment as to whether the acquired
assets constituted a business under
AASB 3 Business Combinations, and we
conducted our own enquiries in this
regard;
-
We agreed the fair value of consideration
paid to supporting documentation;
-
We
obtained
evidence
that
the
acquisition date assets and liabilities of
the acquiree were fairly stated;
-
We considered the allocation of the
purchase consideration to the assets and
liabilities acquired; and
-
We assessed the adequacy of the
Group’s disclosures in the financial
report
with
respect
to
the
asset
acquisition.
63
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 31 December 2024 but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
(b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
(b) the consolidated entity disclosure statement that is true and correct and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
64
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
−
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
−
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
−
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
−
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial report or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
−
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the Directors’ Report for the year ended 31
December 2024.
65
In our opinion, the Remuneration Report of Arrow Minerals Limited for the year ended 31 December 2024
complies with Section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
HLB Mann Judd
B G McVeigh
Chartered Accountants
Partner
Perth, Western Australia
21 March 2025
Annual Report for the year ended 31 December 2024
66
ADDITIONAL INFORMATION
Shareholder Information
The following additional information is required by the Australian Securities Exchange Ltd in respect of listed
public companies.
The Company completed a 20 to 1 share consolidation on 8 January 2025. The below information is presented
on a post consolidation basis.
Information as at 4 March 2025:
1.
Issued Equity Capital
Ordinary Shares
Number of holders
3,711
Number on issue
820,759,589
2.
Voting rights
Voting rights are one vote for each share held by registered holders of Ordinary Shares. Options and
Performance Rights do not carry any voting rights.
3.
Distribution of Holders
Number of Equity Security Holders
Holding ranges
Ordinary Shares
No. of Shares
1 – 1,000
315
144,396
1,001 – 5,000
656
1,998,653
5,001 – 10,000
415
3,260,751
10,001 – 100,000
1,481
60,868,524
>100,001
844
754,487,265
Total
3,711
820,759,589
4.
Top 20 Holders – Ordinary Shares
Rank
Name
Units
% of
Units on
issue
1
BUDWORTH CAPITAL PTY LTD
35,158,816
4.28%
2
SEASCAPE CAPITAL PTY LTD
29,587,500
3.60%
3
BERNADINE HOLDINGS PTY LTD
29,149,741
3.55%
4
CITICORP NOMINEES PTY LIMITED
21,207,264
2.58%
5
EQUITY TRUSTEES LIMITED
20,915,391
2.55%
6
BNP PARIBAS NOMINEES PTY LTD
18,118,237
2.21%
7
THOMAS MCKEITH
14,836,601
1.81%
8
CROSBIE CONSULTING PTY LTD
11,111,111
1.35%
9
DAVID FLANAGAN
11,022,727
1.34%
10
CHIFLEY PORTFOLIOS PTY LTD
8,796,385
1.07%
11
ROTHERWOOD ENTERPRISES PTY LTD
8,645,242
1.05%
12
NETWEALTH INVESTMENTS LIMITED
8,604,481
1.05%
13
MR CUNTONG CHENG
8,370,000
1.02%
14
WESTGATE CAPITAL PTY LTD
7,890,000
0.96%
15
PORTCULLIS HOUSE PTY LTD
7,800,000
0.95%
16
JEFF DOWLING
7,704,544
0.94%
17
R & K WATSON PTY LTD
7,115,572
0.87%
18
GENGOLD RESOURCE CAPITAL PTY LTD
6,558,333
0.80%
19
MR DAVID WALLACE HANN
6,250,000
0.76%
20
HSBC CUSTODY NOMINEES
6,073,175
0.74%
274,915,120
33.50%
Total Issued Capital
820,759,589
100.00%
Annual Report for the year ended 31 December 2024
67
5.
Unquoted Equity Security Holders with Greater than 20% of an Individual Class
As at 4 March 2025 the following classes of unquoted securities had holders with greater than 20% of that class
on issue as set out below (excluding securities issued under an employee incentive scheme):
% Interest
Options exercisable at $0.22 on or before 25 November 2025
Howard Golden + Ellen Louise Grote
100.00%
Options exercisable at $0.12 on or before 5 August 2025
Thomas McKeith
50.00%
Charles Frazer Tabeart
50.00%
Options exercisable at $0.14 on or before 24 October 2025
Alwyn Vorster
100.0%
Options exercisable at $0.14 on or before 22 February 2026
Zenix Nominees Pty Ltd
100.0%
Options exercisable at $0.00 on or before 15 February 2027
Mr David Flanagan
100.00%
Options exercisable at $0.064 on or before 28 February 2027
Citicorp Nominees Pty Limited
17.00%
Options exercisable at $0.18 on or before 1 May 2027
Budworth Capital Pty ltd
25.00%
Seascape Capital Pty Ltd
25.00%
Westgate Capital Pty Ltd
25.00%
Bluewater Investments (Marmion) Pty Ltd
25.00%
Options exercisable at $0.00 on or before 15 February 2028
Mr David Flanagan
100.00%
Tranche 2 Performance Rights expiring 31 December 2026
Mr Thomas David McKeith
100.00%
Tranche 3 Performance Rights expiring 31 December 2026
Mr Thomas David McKeith
100.00%
6.
Unmarketable Parcels
The number of holders of less than a marketable parcel of fully paid shares is 1,631.
7.
Substantial Shareholders
There are no substantial shareholders at 4 March 2025.
8.
Restricted Securities
There are a total of 21,750,000 shares that are subject to escrow until 12 June 2025.
9.
On-market Buy-Back
Currently there is no on-market buy-back of the Company’s securities.
10.
Corporate Governance Statement
The Company’s 2024 Corporate Governance Statement is available for inspection in the Corporate Governance
section of the Company’s website. This document is reviewed regularly to address any changes in governance
practices and the law.
Annual Report for the year ended 31 December 2024
68
11.
Tenement Schedule as at 4 March 2025
Tenement ID
Country
Project
Holder
Interest
Note
Permit 22967
Guinea
Simandou North
Mineralfields Guinea SARLU
100%
(a)
Permit 1580
Burkina Faso
Nako
Gold Square Resources Sasu
100%
Permit 1572
Burkina Faso
KonKoira
Gold Square Resources Sasu
100%
Permit 1558
Burkina Faso
Fofora
Gold Square Resources Sasu
100%
Permit 1555
Burkina Faso
Divole Est
Gold Square Resources Sasu
100%
Permit 1556
Burkina Faso
Divole Ouest
Gold Square Resources Sasu
100%
Permit 3657
Burkina Faso
Markio
Gold Square Resources Sasu
100%
Permit 2909
Burkina Faso
Dyapya
Farafina Resources Sasu
100%
Note:
(a) Simandou North Iron Project (Permit 22967) is owned by Mineralfields Guinea SARL. Mineralfields Guinea
SARL is a wholly owned subsidiary of Amalgamated Minerals Pte. Ltd. Arrow holds a 100% beneficial
interest in Amalgamated Minerals Pte. Ltd.