(ABN 14 113 517 203)
ANNUAL REPORT
2022
Amani Gold Limited
Corporate Directory
Page 1
Directors
Klaus Eckhof
Burt Li
John Smyth
Peter Huljich
CEO
Conrad Karageorge
Company Secretary
James Bahen
Registered Office
Suite 1, 295 Rokeby Road
Subiaco, WA, Australia 6108
Telephone:
+61 1300 258 985
Auditors
BDO Audit (SA) Pty Ltd
BDO Centre
Level 7, 420 King William Street
Adelaide SA 5000
Share Registry
Advanced Share Registry Limited
110 Stirling Highway
Nedlands Western Australia 6009
Telephone: +61 8 9389 8033
Facsimile: +61 8 9262 3723
Website:
www.amanigold.com
Securities trade on the Australian Securities Exchange – ANL
Amani Gold Limited
Contents
For the year ended 30 June 2022
Page 2
Chairman’s Message
3
Review of Operations
4
Directors’ Report
13
Auditor’s Independence Declaration
27
Consolidated Statement of Profit or Loss and Other Comprehensive Income
28
Consolidated Statement of Financial Position
29
Consolidated Statement of Changes in Equity
30
Consolidated Statement of Cash Flows
32
Notes to the Consolidated Financial Statements
33
Directors’ Declaration
59
Independent Audit Report
60
Additional Shareholder Information
64
Amani Gold Limited
Chairman’s Message
For the year ended 30 June 2022
Page 3
Dear Shareholders,
I am pleased to present the 2022 Annual Report for Amani Gold Limited (ASX: ANL).
This year has seen your Company focus on growing the resources at our flagship Giro Gold Project in the Democratic
Republic of Congo.
Amani have completed a 3,500m diamond drill program at Kebigada which has successfully confirmed the broad
and consistent minralized zones within the Kebigada ore body. Some standout drill results include 305.08m@1.18g/t
Au from surface, 59.99m@2.35g/t Au from, and 468m@0.43g/t Au from surface. The Company is also in the process
of conducting an RC drilling campaign to further extend the global resource of the Giro Gold Project.
The Giro Gold Project global resource for Kebigada and Douze Match deposits stands at 4.4Moz contained gold;
with a total Indicated and Inferred Mineral Resource Estimate of 132Mt @ 1.04g/t Au, for 4.4Moz gold (0.5g/t Au
cut-off grade).
We believe we have a major gold deposit here at Giro and I look forward to more exploration successes at Giro
Project this year.
I take this opportunity to thank all our staff and contractors for their dedicated work in substantially advancing our
gold projects this year.
The Company takes this opportunity to acknowledged the ongoing support of our long term shareholders and
welcomes new shareholders that have invested in Amani over the past year.
Klaus Eckhof
Chairman
Amani Gold Limited
Review of Operations
For the year ended 30 June 2022
Page 4
REVIEW OF OPERATIONS
Giro Gold Project
About Giro Gold Project
The Giro Gold Project comprises of two exploration permits covering a surface area of 497km² and lies within the
Kilo-Moto Belt of the DRC, a significantly under-explored greenstone belt which hosts the Barrick Gold 17 million-
ounce Kibali group of deposits located within 35km of Giro. The nearby Kibali Gold Project produces more than
600,000oz gold per annum.
The Giro Gold Project area is underlain by highly prospective volcano-sedimentary lithologies in a similar structural
and lithological setting as the Kibali gold deposits. Both primary and alluvial gold was mined from two main areas,
the Giro and Tora areas, during Belgian rule and today. The Giro Gold Project global resource for Kebigada and
Douze Match deposits exceeds 4.4Moz contained gold; with a total Indicated and Inferred Mineral Resource Estimate
of 132Mt @ 1.04g/t Au, for 4.4Moz gold (0.5g/t Au cut-off grade).
The Kebigada resource followed diamond core drilling results which successfully targeted deeper high-grade
sulphide associated gold mineralisation within the central core of the Kebigada deposit. Drillholes GRDD034 and
GRDD035 are 240m apart and both outlined high-grade gold mineralisation deeper than previously intersected at the
Kebigada deposit. These gold assay results and the current Kebigada MRE indicate the potential for the Kebigada
deposit to substantially grow via targeted deeper drilling along the entire strike of the orebody.
Amani Gold undertook a 3,500m diamond drill campaign at the Kebigada deposit. The company completed diamond
drilling at the deposit on 30 August 2022. Drilling was intended to target high grade gold mineralization within the
existing resource area and depth extensions of the Kebigada central and eastern ore bodies.
Results from the drill program were very encouraging with broad zones of mineralisation confirmed within the
resources as well as shallow high grade mineralization.
Preparation were also made for RC drilling at high grade regional prospects within the Giro Project area. RC drilling
commenced on 4 September 2022 following delays due to supply chain issues.
Figure 1 - Map of Haute Uele Province of the Democratic Republic of Congo, showing the location of the
Kebigada and Douze Match gold deposits and tenement, Giro Gold Project.
Amani Gold Limited
Review of Operations
For the year ended 30 June 2022
Page 5
Figure 2 - Map of Giro Gold Project, showing Kebigada and Douze Match deposits, tenement, surface
geology, prospect locations and diamond core drillholes GRDD034 and GRDD035 (Green).
Amani Gold Limited
Review of Operations
For the year ended 30 June 2022
Page 6
TABLE 1 - GIRO GOLD PROJECT GLOBAL MRE AT 0.5 G/T AU CUT-OFF GRADE (H&SC)
Classification
Kebigada Deposit
Douze Match Deposit
Combined
Tonnes
(Mt)
Au
(g/t)
Au
(Moz)
Tonnes
(Mt)
Au
(g/t)
Au
(Moz)
Tonnes
(Mt)
Au
(g/t)
Au
(Moz)
Indicated
69
1.09
2.4
2.2
1.2
0.09
71
1.10
2.5
Inferred
54
0.95
1.7
5.8
1.2
0.23
60
0.98
1.9
Total
124
1.03
4.1
8.1
1.2
0.32
132
1.04
4.4
(significant figures do not imply precision and rounding may occur in totals)
TABLE 2 - GRADE TONNAGE DATA FOR KEBIGADA MRE (H&SC)
Cut-off
(Au g/t)
Tonnes
(Mt)
Au
(g/t)
Au
(Moz)
0.0
429.6
0.45
6.19
0.3
205.8
0.78
5.13
0.4
158.8
0.90
4.61
0.5
123.7
1.03
4.10
0.6
98.2
1.16
3.65
0.7
78.4
1.29
3.24
0.8
62.8
1.42
2.86
0.9
50.5
1.56
2.53
1.0
41.0
1.70
2.24
1.2
27.9
1.98
1.78
1.3
23.4
2.12
1.60
1.5
17.0
2.40
1.31
2.0
8.7
3.04
0.85
(significant figures do not imply precision)
Amani Gold Limited
Review of Operations
For the year ended 30 June 2022
Page 7
Diamond Drill Program
The Company commenced it’s diamond drill program on 16 December 2021. The program is testing the continuity
of identified mineralization along strike of the COB confirmed in previously drilled diamond holes. Drilling is also
testing depth extensions of broad mineralized zones within the EOB that were outlined in previous RC drilling
completed in 2017.
Drilling was completed subsequent to the end of the reporting period on 30 August 2022. Assay results are still
pending for the final two diamond holes.
TABLE 1 - DRILLHOLE SUMMARY
Hole ID
Easting
Northing
Elevation
(m)
End-of-Hole
(m)
Azimuth
Dip
Line
GRDD036
748971
344313
852.04
551.16
043°
-55°
725N
GRDD037
749061
344258
859
513.50
043°
-55°
650N
GRDD038
749026
344396
860
313.50
043°
-55°
750N
GRDD039
749093
344042
856
454.50
043°
-55°
450N
GRDD040
748919
344714
862
400.80
043°
-55°
1050N
GRDD041
748899
344628
863
468.00
043°
-55°
1000N
Amani Gold Limited
Review of Operations
For the year ended 30 June 2022
Page 8
TABLE 2 - SIGNIFICANT INTERCEPTS 1
Hole ID
From
(m)
To
(m)
Interval
(m)
Gold Grade
(g/t)
GRDD036
0
302.05
302.05
1.18
GRDD036
13.6
22
8.4
14.35
Including
14.5
16
1.5
75.85
GRDD036
75.08
82
6.92
2.8
Including
80.93
82
1.07
14.60
GRDD036
139.73
149
9.27
5.71
Including
139.73
144
4.27
11.8
142.10
143.13
1.03
22.80
GRDD037
0.00
201.00
201.00
0.97
Including
82.20
103.05
20.85
2.05
125.00
166.00
41.00
1.30
GRDD037
309.00
334.06
25.06
0.64
GRDD037
510.80
513.50
2.70
2.16
GRDD038
0.00
60.00
60.00
1.28
Including
30.00
36.00
6.00
1.74
40.50
47.00
6.50
2.76
GRDD038
78.00
87.00
9.00
0.99
GRDD038
103.05
134.60
31.55
0.94
GRDD038
154.00
184.03
30.03
1.21
GRDD038
253.00
264.00
11.00
0.97
GRDD038
283.90
293.00
9.10
1.14
GRDD039
69.50
80.00
10.50
1.17
GRDD039
98.86
158.85
59.99
2.35
including
103.88
107.28
3.40
8.85
142.23
155.85
13.62
3.20
GRDD039
222.00
239.53
17.53
1.22
GRDD039
378.68
379.86
1.18
1.22
GRDD040
0
400.80
400.80
0.57
Including
0
15
15
0.72
220.01
315.90
95.88
1.24
330.30
363.12
32.82
0.69
GRDD041
0
468
468
0.43
Including
0
24
24
0.77
148.97
179.08
30.11
0.53
279.92
352.04
72.12
0.74
Amani Gold Limited
Review of Operations
For the year ended 30 June 2022
Page 9
RC Drill Program
In 20 December 2021 the Company announced plans for a 5,860m RC drilling campaign at Giro Project Satellite
deposits Congo Ya Sika and Kebigada South-East (See ASX Announcement “Project and Operations Update” dated
20 December 2021)
The goal of the program will be to define high grade satellite prospects within the Giro Project region with the
possibility to increase the grade and size of the current Giro Project gold resource.
Congo Ya Sika Drill Program
The prospect is located approximately 1km south east of the current resource area and comprises of high grade
parallel subvertical narrow quartz vein sets in yellowish brown to purple saprolite. High grade gold mineralisation
was found at the prospect during shallow rapid RC drilling completed in 2018:
Kebigada South-East Drill Program
The RC drill program at the Kebigada South-East Prospect will be targeting geophysical and geochemical anomalies
in the area. Previous IP surveys have outlined an anomaly area with a high chargeability and low resistivity. Soil
sampling has also revealed an in situ gold anomaly of >200ppb. The drill program will be targeting high grade
mineralisation on this untested anomaly. Drilling will involve 23 RC holes spaced at 50m intervals along 3 drill fence
lines 050S, 150S and 300S (see figure 4).
•
GRRC250:
6m @ 5.80g/t
A
u
from 6m
including
3m
@
10.9g/t
Au from 9m
•
GRRC254:
14m @ 5.12g/t
A
u
from 37m including
4m
@ 16.15g/t Au from 37m
•
GRRC297:
3m @ 42.11g/t A
u
from 10m including
2m
@ 62.65g/t Au from 10m
See ASX Announcements “Significant RC Drill Results at Douze Match and RC scout drilling at Satellite targets around
Kebigada, Giro Gold Project” dated 2 January 2018 and “Giro Gold Project – High Grade Gold Assay Results from
Kebigada Satellite Targets and Douze Match Prospects” dated 19 February 2018.
Amani Gold Limited
Review of Operations
For the year ended 30 June 2022
Page 10
Figure 4 - Map of proposed RC Drillholes at Congo Ya Sika and Kebigada South -East Satellite Deposits.
Figure 5 – Photo of RC Drilling at Kebigada South-East.
Amani Gold Limited
Review of Operations
For the year ended 30 June 2022
Page 11
Corporate
Capital Raise
In September 2021 the Company undertook a private placement to raise $5,250,000 before costs from sophisticated
and professional investors through the issue of 5,250,000,000 shares at an issue price of $0.001 per share. Each
participant in the Placement was offered a 1:1 free attaching listed option (ANLOA) (Option), each exercisable at
$0.0015 and expiring on 15 January 2024.
The Placement was completed in two tranches. Tranche 1 comprised of 1,800,000,000 shares and were issued using
the Company’s existing placement capacity under ASX Listing Rule 7.1. Tranche 2 of the Placement comprised of
3,450,000,000 shares and was subject to shareholder approval. The grant of Options pursuant to the Placement was
also subject to shareholder approval. Shareholder approval was received at the Company’s Annual General Meeting
(see ASX Announcement “Results of AGM 2021” dated 16 November 2021).
Funds raised from the Placement will be allocated to development and commercialisation of the Company’s Giro
Gold Project, providing working capital and to pay for the costs of the Placement (a 6% capital raising fee on gross
proceeds raised will be paid to multiple brokers of the Placement). Funds were also be allocated for repayment of a
$2.1M convertible note held by Neo Gold Limited (Neo). This convertible Note was repaid on 8 March 2022.
The Company received $6,330,551.04 in funds from the exercise of 4,220,367,360 ANLOA options.
Joint Venture Update
The Company has made the final Goodwill payment of US$897,605 under the Association Agreement between
Amani subsidiary Amani Consulting SARL and La Société Minière De Kilo-Moto SA (SOKIMO) dated 3 January
2012 (the Association Agreement).
In addition, Amani has agreed to defer the submission of a feasibility study to SOKIMO under the Association
Agreement. The deadline for the submission of the feasibility study has been deferred to 30 June 2023. In
consideration for the deferment, SOKIMO will be paid a monthly fee of US$60,000 until the end of the deferment
period.
The decision to defer the feasibility study provides the Company with the opportunity to undertake an extensive
exploration program to further define and potentially expand the existing resource.
Appointment of CEO
The Company has promoted Amani Chief Operating Officer Conrad Karageorge to the title of Chief Executive
Officer. Conrad Karageorge is a corporate adviser and resources executive with experience in precious and base
metals projects in Australia and Africa. He has degrees in law and commerce and is a non-executive director of gold
explorer Orange Minerals NL (ASX:OMX).
Board Reorganisation
During the reporting year the following changes were made to the Amani board:
On 18 November 2021, Mr Tsang King Sun resigned as a director of Amani Gold Limited.
On 11 March 2022, Mr Simon Cong resigned as a director of Amani Gold.
On 5 April 2022 Mr Burt Li was appointed as a non-executive director of Amani Gold.
Amani Gold Limited
Review of Operations
For the year ended 30 June 2022
Page 12
Competent Person’s Statement
The information in this report that relates to exploration results, mineral resources and ore reserves is based on, and fairly
represents information and supporting documentation prepared by Mr Klaus Eckhof, a Competent Person who is a member of
the Australasian Institute of Mining and Metallurgy and a member of the Australian Institute of Geoscientists. Mr Eckhof is
Executive Chairman of Amani Gold Limited. He has sufficient experience that is relevant to the style of mineralisation and type
of deposits 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 Resource and Ore Reserves”. Mr Eckhof
consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.
The information in this report that relates to the Giro Gold Project has been previously reported by the Company in compliance
with JORC 2012 in various market releases. The Company confirms that it is not aware of any new information or data that
materially affects the information included in those earlier market announcements.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 13
Your Directors present their report together with the financial statements of Amani Gold Limited and the entities it
controlled at the end of, or during, the year ended 30 June 2022 (“the consolidated entity” or “Group”) and the
auditor’s report thereon.
DIRECTORS
The names and details of the Directors in office during or since the end of the financial year are as follows. Directors
were in office for the entire year unless otherwise stated.
Klaus Eckhof 1
Company’s Chairman and Acting
Managing Director
Dip. Geol. TU, AusIMM
(appointed Director on 30 January 2019)
1 With effect from 9 April 2019, Mr Eckhof was
appointed as the Company’s Chairman.
2 With effect from 28 August 2020, Mr Eckhof was
appointed as Executive Chairman.
3With effect from 25 February 2021, Mr Eckhof was
appointed as Acting Managing Director
Mr Eckhof is a geologist with more than 25 years experience identifying,
exploring and developing mineral deposits around the world.
Mr Eckhof worked for Mount Edon Gold Mines Ltd as Business
Development Manager before it was acquired by Canadian mining company,
Teck. In 1994, he founded Spinifex Gold Ltd and Lafayette Mining Ltd, both
of which successfully delineated gold and base metal deposits. Mr. Eckhof
has spent numerous years developing contacts within the DRC with several
mining deals being very successfully executed.
In late 2003, Mr Eckhof founded Moto Goldmines, which acquired the Moto
Gold Project in the DRC. There Mr Eckhof and his team raised over $100
million and delineated more than 12Moz of gold and delivered a feasibility
study within four years from the commencement of exploration. Moto
Goldmines was subsequently acquired by Randgold Resources for $488m,
who poured first gold in September 2013. The resource now stands at some
22Moz of gold.
Mr Eckhof previously served as Amani’s Managing Director and Chief
Executive Officer up to 12 August 2014, and as part-time Executive
Chairman up to 27 March 2018.
In the last three years, Mr Eckhof has been a director of Okapi Resources
Limited (retired 29 November 2019) and of and Lachlan Star Limited
(resigned 27 January 2021) and is current a director of Kairos Minerals
Limited.
Burt Li
Non-Executive Director
(appointed Director on 5 April 2022)
Mr Li is a senior partner at Dentons and head of the Mining and Resources
practice. He advises nearly 100 PRC and foreign mining and resources
enterprises on a wide variety of transaction and PRC- Related legal issues
including exploration and exploitation of the mineral resources, cross-border
investments, merger and acquisition, and onshore or offshore listing.
In the last three years Burt Li has not been, and is currently not, a director of
any other ASX listed companies.
Maohuai Cong
Non-Executive Director
(appointed Director on 27 August 2020 and
resigned on 11 March 2022)
Mr Cong is currently General Director of Amani Consulting and Director of
Shining Mining Limited, which is the Company’s largest shareholder. Mr.
Cong brings to the Board over 20 years of mining and construction
experience in the DRC.
In the last three years Maohuai Cong has not been, and is currently not, a
director of any other ASX listed companies.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 14
King Sun Tsang
Non-Executive Director
(appointed Director on 29 January 2020
and resigned on 18 November 2021)
Mr Tsang is a certified public accountant and experienced Company
Director. Currently, he is the CFO and Co, Sec of Amber Hill Financial
Holdings Limited which is a listed company in HKEX.
Mr Tsang has 10 years of professional experience providing advice to
businesses across various industries, with a particular focus on corporate
finance and business advisory services. His career has spanned both the
professional practice and commercial arenas and he has held executive roles
with HKEX listed companies as Executive Director, Chief Financial Officer,
and Company Secretary. Those roles aided in the development of a
comprehensive understanding of businesses and provided exposure to
management and oversight of significant corporate transactions (M&A),
acquisitions and divestments, and financing initiatives.
Mr Tsang holds a Juris Doctor Degree and Bachelor degree in Business and
Finance from The Chinese University of Hong Kong and Hong Kong
Polytechnic University respectively.
In the last three years King Sun Tsang has not been, and is currently not, a
director of any other ASX listed companies.
John Campbell Smyth
Non-Executive Director
(appointed Director on 27 May 2021)
Mr Smyth has extensive experience in the investment banking industry in
both fund management and capital raising. Former fund manager with Lion
Resource Management where he co-managed mining funds – both mutual
and specialist portfolios focused on TSX Venture and ASX listed junior
resource companies that grew to be among the top performing sector funds
at the time and also with Phoenix Gold Fund, a specialty precious metals
fund and key investor in many growth companies in the precious metals
sector including, most notably Bolnisi Gold, Avoca Resources and Wesdome
Gold Mines. He also established Cornerstone Advisors, a corporate finance,
market development and asset acquisition consultancy with clients including
TNG Ltd., Aquiline Resources, Exeter Resources and Paramount Gold. Mr.
Smyth currently manages personal assets, investing in the resources, energy,
technology and medical sectors and assists management in asset acquisition
and corporate development. Mr. Smyth holds a Finance Degree from the
University of Western Australia.
Mr Smyth is also an independent Non-Executive Director of GoldOz Limited
(ASX:G79) and Non-Executive Chairman of Orange Minerals NL
(ASX:OMX).
Peter Huljich
Non-Executive Director
(appointed Director on 27 May 2021)
Mr Huljich has over 25 years' experience in the legal, natural resources and
banking sectors with a particular expertise in capital markets, mining,
commodities and African related matters.
He has worked in London for several prestigious investment banks, including
Goldman Sachs, Barclays Capital, Lehman Brothers and Macquarie Bank,
with a focus on Commodities and Equity and Debt Capital markets. He has
extensive on-the-ground African mining, oil & gas and infrastructure
experience as the Senior Negotiator and Advisor for Power, Mining and
Infrastructure at Industrial Promotion Services, the global infrastructure
development arm of the Aga Khan Fund for Economic Development
(AKFED) whilst resident in Nairobi, Kenya.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 15
CORPORATE STRUCTURE
Amani Gold Limited is a limited liability company that is incorporated and domiciled in Australia. During the
financial year, it had the following subsidiaries:
•
Amani Consulting sarl
•
Giro Goldfields sarl
•
Amani Minerals (HK) Limited
•
Congold sasu
•
Amago Trading Tanzania Limited
•
Burey Resources Pty Limited
PRINCIPAL ACTIVITIES
The principal activity of the consolidated entity during the course of the year was acquiring and exploring mineral
interests, prospective for precious metals and energy in DRC.
RESULTS AND DIVIDENDS
The consolidated loss after tax for the year ended 30 June 2022 was $4,746,157 (30 June 2021: $4,188,210). No
dividends were paid during the year and the Directors do not recommend payment of a dividend.
EARNINGS PER SHARE
Basic loss per share for the year was 0.024 cents (30 June 2021: 0.044 cents)
Peter holds a Bachelor of Commerce and a Bachelor of Laws from the
University of Western Australia and is a Graduate of the Securities Institute
of Australia, with national prizes in Applied Valuation and Financial
Analysis. He is also a graduate of the Australian Institute of Company
Directors' course.
Peter is also an independent Non-Executive Director of ASX listed, and,
Kogi Iron Limited (ASX:KFE). Formerly a director of AVZ Minerals
Limited (ASX: AVZ) (Resigned: 3 August 2022)
COMPANY SECRETARY
James Bahen (appointed 27 May
2021)
Mr Bahen was appointed as Company Secretary of Amani Gold Limited on
27 May 2021. Mr Bahen is a member of the Governance Institute of
Australia and holds a Graduate Diploma of Applied Finance and a Bachelor
of Commerce degree majoring in accounting and finance.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 16
REVIEW OF OPERATIONS / OPERATING AND FINANCIAL REVIEW
The Group is engaged in mineral exploration in the Democratic Republic of Congo (“DRC”) and gold trading in
Tanzania.
A review of the Group’s operations, including information on exploration activity and gold trading and results
thereof, financial position, strategies and projects of the consolidated entity during the year ended 30 June 2022 is
provided in this Financial Report and, in particular, in the "Review of Operations" section immediately preceding
this Directors’ Report. The Group’s financial position, financial performance and use of funds information for the
financial year is provided in the financial statements that follow this Directors’ Report.
The Group is primarily an exploration entity, although gold trading in Tanzania contributed in a minor way to
operating revenue during the year. Gold trading was curtailed in early 2020 due travel restrictions caused by Covid-
19. The Directors’ consider the Group’s performance to be primarily based on the success of exploration activity,
acquisition of additional prospective mineral interests and, in general, the value added to the Group’s mineral
portfolio during the course of the financial year. The gold trading business ceased operations and is currently in the
process of being disposed.
Whilst performance can be gauged by reference to market capitalisation, that measure is also subject to numerous
external factors. These external factors can be specific to the Group, generic to the mining industry and generic to
the stock market as a whole and the Board and management would only be able to control a small number of these
factors.
The Group’s business strategy for the financial year ahead and, in the foreseeable future, is to continue exploration
activity on the Group’s existing mineral project, identify and assess new mineral project opportunities in the DRC
and review development strategies where individual projects have reached a stage that allows for such an assessment.
Due to the inherent risky nature of the Group’s activities, the Directors are unable to comment on the likely results
or success of these strategies. The Group’s activities are also subject to numerous risks, mostly outside the Board’s
and management’s control. These risks can be specific to the Group, generic to the mining industry and generic to
the stock market as a whole. The key risks, expressed in summary form, affecting the Group and its future
performance include but are not limited to:
•
Geological and technical risk posed to exploration and commercial exploitation success;
•
Sovereign risk, change in government policy, change in mining and fiscal legislation;
•
Prevention of access by reason of political or civil unrest, disease, outbreak of hostilities, inability to obtain
regulatory or landowner consents or approvals, or native title issues;
•
force majeure events;
•
change in metal market conditions;
•
mineral title tenure and renewal risks; and
•
capital requirement and lack of future funding.
Amago Trading Limited sources gold from local artisanal miners from the Geita region of Tanzania. The gold trading
activities were ceased in March 2020 when Covid-19 made it difficult for staff to travel and source gold in the Geita
region. The gold trading business ceased operations and is currently in the process of being disposed.
This is not an exhaustive list of risks faced by the Group or an investment in it. There are other risks generic to the
stock market and the world economy as a whole and other risks generic to the mining industry, all of which can
impact on the Group.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 17
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
In the opinion of the Directors, significant changes in the state of affairs of the Group that occurred during the year
ended 30 June 2022 were as follows:
•
On 10 September 2021 the Company undertook a private placement to raise $5,250,000 before costs from
sophisticated and professional investors through the issue of 5,250,000,000 shares at an issue price of $0.001
per share. Each participant in the Placement was offered a 1:1 free attaching listed option (ANLOA) (Option),
each exercisable at $0.0015 and expiring on 15 January 2024.
•
On 16 December 2021 the Company commenced a 3,500m diamond drill program at the 4.1Moz Kebigada
deposit.
•
On 11 March 2022 Mr Maohuai Cong resigned as a Director of Amani Gold Limited.
•
On 11 March 2022 Amani Gold repaid the A$2.19M convertible loan held by Neo Gold Limited.
•
On 5 April 2022 Mr Burt Li was appointed as a non-executive director of Amani Gold.
EVENTS SUBSEQUENT TO REPORTING DATE
Since the end of the financial year and to the date of this report no matter or circumstance has arisen which has
significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those
operations or the state of affairs of the consolidated entity in subsequent financial years other than the matters referred
to below.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Company’s objective is to maximise shareholder value through the discovery and delineation of significant
mineral deposits. The Directors will also continue to assess additional opportunities within the mineral and energy
sectors in Central Africa.
The Directors are unable to comment on the likely results from the Company’s planned exploration and pre-
development activities due to the speculative nature of such activities.
DIRECTORS’ MEETINGS
The number of meetings of the Company’s Directors and the number of meetings attended by each Director during
the year ended 30 June 2022 are:
Directors’ meetings held during
period of office
Directors’ meetings attended
Klaus Eckhof
10
10
Tsang King Sun (resigned on 18 November
2021)
4
2
Burt Li (appointed 5 April 2022)
2
2
Maohuai Cong (resigned on 11 March 2022)
8
-
John Smyth
10
10
Peter Huljich
10
10
There were 10 directors’ meetings held during the year. However, matters of Board business have also been resolved
by circular resolutions of Directors, which are a record of decisions made at a number of informal meetings of the
Directors held to control, implement and monitor the Group’s activities throughout the period.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 18
At present, the Company does not have any formally constituted committees of the Board. The Directors consider
that the Group is not of a size nor are its affairs of such complexity as to justify the formation of special committees.
DIRECTORS’ INTERESTS
The interests of each Director in the securities of Amani Gold Limited at the date of this report are as follows:
Fully Paid
Ordinary
Shares
Listed Options
Performance
Rights
(Expiring 11/11/22)
Performance
Rights
(Expiring 25/05/26)
Klaus Eckhof
1,000,000,000(2)
-
137,500,000(1)
-
John Smyth
191,847,737
142,500,000
- 200,000,000(3)
Peter Huljich
110,800,000
35,000,000
- 200,000,000(3)
Burt Li
-
-
-
-
(1) Performance rights vest over three equal tranches and convert into shares on a one-for-one basis in the event that the company’s
shares trade at minimum volume weighted average prices (tranche 1: $0.0075; tranche 2: $0.01; and tranche 3: $0.0125) for 10
consecutive trading days.
(2) Performance rights vest over three equal tranches and convert into shares on a one-for-one basis in the event that the company’s
shares trade at minimum volume weighted average prices (tranche 1: $0.0015; tranche 2: $0.002; and tranche 3: $0.003) for 20
consecutive trading days. These were converted during the year.
(3) Performance rights vest over three equal tranches and convert into shares on a one-for-one basis in the event that the company’s
shares trade at minimum volume weighted average prices (tranche 1: $0.0015; tranche 2: $0.002; and tranche 3: $0.003) for 20
consecutive trading days.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 19
SHARE OPTIONS AND PERFORMANCE RIGHTS
As at the date of this report, the following listed options were on issue.
Number
Exercise
Price
Expiry Date
Listed Options
8,980,182,637
$0.0015
15 Jan 2024
As at the date of this report, the following unlisted options were on issue.
Number
Exercise Price
Expiry Date
Unlisted Options
12,000,000
$0.0075
15 Jan 2023
12,000,000
$0.01
15 Jan 2023
12,000,000
$0.0125
15 Jan 2023
As at the date of this report, the following performance rights were on issue.
Number
Vesting Price
Expiry Date
Performance Rights
116,666,666
$0.0075
11 November 2022
116,666,667
$0.01
11 November 2022
116,666,667
$0.0125
11 November 2022
400,000,000
$0.002
15 December 2026
400,000,000
$0.003
15 December 2026
1,200,0000,000 million performance rights were granted during the current year, in which they were issued to
Directors and consultants. None vested during the year.
This report outlays the remuneration arrangements in place for the Directors of Amani Gold Limited. The information
provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001.
Remuneration Report – Audited
The Directors in office during the period are contained on Page 13 to 15 of this report. Other than the Directors the
CEO of Amani Gold Limited was classified as a Key Management Personnel.
Remuneration philosophy
The Board reviews the remuneration packages applicable to the executive Directors, Managing Director and Chief
Executive Officer, and non-executive Directors on an annual basis. The broad remuneration policy is to ensure the
remuneration package properly reflects the person’s duties and responsibilities and level of performance and that
remuneration is competitive in attracting, retaining and motivating people of the highest quality. Independent advice
on the appropriateness of remuneration packages is obtained, where necessary, although no such independent advice
was sought during the financial year.
Remuneration is not linked to past company performance but rather towards generating future shareholder wealth
through share price performance. As a minerals explorer, the Company does not generate operating revenues or
earnings and company performance, at this stage, can only be judged by exploration success and ultimately
shareholder value. Market capitalisation is one measure of shareholder value but this is subject to many external
factors over which the Company has no control. Consequently linking remuneration to past performance is difficult
to implement and not in the best interests of the Company. Presently, total fixed remuneration for senior executives
is determined by reference to market conditions and incentives for our performance are provided by way of options
or performance rights over unissued shares. The Directors believe that this best aligns the interests of the shareholders
with those of the senior executives.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 20
Remuneration committee
The Company does not have a formally constituted remuneration committee of the Board. The Directors consider
that the Group is not of a size nor are its affairs of such complexity as to justify the formation of a Remuneration
committee.
The Board assesses the appropriateness of the nature and amount of remuneration of Directors and senior managers
on a periodical basis by reference to relevant employment market conditions with the overall objective of ensuring
maximum stakeholder benefit from the retention of a high quality board and management team.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive Directors and executive
Director remuneration is separate and distinct.
Non-executive Directors remuneration
Objective
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and
retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive Directors shall
be determined from time to time by a general meeting. An amount not exceeding the amount determined is then
divided between the directors as agreed. The present limit of approved aggregate remuneration is $200,000 per year.
The Board aims to reviews the remuneration packages applicable to the non-executive Directors on a regular basis.
The Board considers fees paid to non-executive directors of comparable companies when undertaking its review
process. The Board determines the level of remuneration to be paid to non-executive Directors as considered
appropriate in the circumstances. Non-executive Directors fees are currently $60,000 per annum.
The remuneration of the non-executive Directors for the year ending 30 June 2022 is detailed in Table 2 of this report.
Executive Directors remuneration
Objective
The Company aims to reward Executive Directors with a level of remuneration commensurate with their position
and responsibilities within the Company and so as to:
• align the interests of the Executive Directors with those of shareholders;
• link reward with the strategic goals and performance of the Company; and
• ensure total remuneration is competitive by market standards.
Structure
Remuneration consists of the following key elements:
• Fixed remuneration
• Variable remuneration
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 21
Fixed remuneration
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the
position and is competitive in the market. The Board aims to review fixed remuneration annually and the process
consists of a review of companywide, business unit and individual performance, relevant comparative remuneration
in the market and internal and, where appropriate, external advice on policies and practice.
The fixed component of the Executive Director remuneration for the year ending 30 June 2022 is detailed in Table 2
of this report.
Variable remuneration – Long Term Incentive (‘LTI’)
Objective
The objective of the LTI plan is to reward executives and senior managers in a manner which aligns this element of
remuneration with the creation of shareholder wealth.
As such LTI grants are only made to executives who are able to influence the generation of shareholder wealth and
thus have a direct impact on the Group’s performance.
The Board is responsible for determining and reviewing compensation arrangements for the Directors and Executive
Officers. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a
frequent basis. The Board will engage an independent party to assess whether the performance condition has been
met. The outcome will be assessed by the board and approved. Details of the performance rights issued and vested
during the year can be located at Performance Rights Granted as Compensation.
Structure
LTI grants to executives are delivered in the form of options and performance rights. The issue of options /
performance rights as part of the remuneration packages of executive and non-executive directors is an established
practice of junior public listed companies and, in the case of the Company, has the benefit of conserving cash whilst
properly rewarding each of the directors. Refer to table 2
Remuneration is not linked to past group performance but rather towards generating future shareholder wealth
through share price performance. Amani Gold Ltd listed on 14 December 2006 at 20c per share and the share price
at 30 June 2022 was 0.1 cents (2021: 0.1 cents). With the exception of the 2017 year, the Company has recorded a
loss each financial year to date as it carries out exploration activities on its tenements. No dividends have been paid.
2022
2021
2020
2019
2018
Net Profit/(loss) attributable to
equity holders of the Company
(4,746,154)
($4,188,210)
($3,983,939)
($32,856,510)
($1,562,315)
Dividends paid
-
-
-
-
-
Change in share price
Nil cents
Nil cents
(0.001)cents
(0.005) cents
(0.028) cents
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 22
Service agreements
Mr Eckhof is not employed under a formal employment or services agreement with Amani Gold Limited. The
arrangement with Mr Eckhof is verbal and provides for a base payment of $240,000 per annum. Both parties may
terminate the arrangement at any time by giving 1 months notice.
Mr Karageorge employed under a formal services agreement to act as CEO for Amani Gold Limited. The
arrangement with Mr Kargeorge provides for a base payment of $180,000 per annum. Both parties may terminate the
arrangement at any time by giving 3 months notice.
Table 2: Director and other Executives Remuneration for the year ended 30 June 2022
Director
Cash
Salary/Fees
$
Non-
Cash
Benefits
$
Termination
Benefits
$
Post
Employment
Superannuatio
n
$
EquityValu
e of
Incentive
securities
$
Total
$
Incentive
securities as a
Percentage of
Remuneratio
n %
K P Eckhof (i)
2022
240,000
-
-
-
875,481
1,115,481
78%
Chairman
2021
170,000
-
-
-
268,963
438,963
61%
Chan Sik Lap (ii)
2022
-
-
-
-
-
-
-
Managing Director
2021
311,962
52,226
-
28,202
117,167
509,557
23%
G Thomas (iii)
2022
-
-
-
-
-
-
-
Executive Director
2021
264,000
-
75,400
31,920
72,000
443,320
16%
Yu Qiuming (iv)
2022
-
-
-
-
-
-
-
Executive Director
2021
35,000
-
-
-
208,167
243,167
86%
T Truelove (v)
2022
-
-
-
-
-
-
-
Non-executive
2021
33,000
-
-
-
8,667
41,667
21%
K S Tsang (vi)
2022
-
-
-
-
-
-
-
Non-executive
2021
36,000
-
-
-
-
36,000
-
Maohuai Cong (vii)
2022
-
-
-
-
-
-
-
Non-executive
2021
-
-
-
-
-
-
-
John Smyth (viii)
2022
59,500
-
-
-
264,250
323,750
82%
Non-executive
2021
3,500
-
-
-
-
3,500
-
Peter Huljich (ix)
2022
59,500
-
-
-
264,250
323,750
82%
Non-executive
2021
3,500
-
-
-
-
3,500
-
Burt Li (x)
2022
-
-
-
-
-
-
-
Non-executive
2021
-
-
-
-
-
-
-
Conrad Karageorge (xi)
2022
155,000
-
-
-
264,250
422,250
63%
CEO
2021
-
-
-
-
-
-
-
Total
2022
514,000
-
-
-
1,668,231
2,182,231
2021
856,962
52,226
75,400
60,122
674,964
1,719,674
(i) Mr Eckhof was appointed as a director on 30 January 2019. During the previous year Mr. Eckhof was issued 1 billion performance rights
valued at $695,333. The value of the performance rights (including the performance rights issued in previous year) is recognised over the
vesting period and the total charge to the profit or loss account for the reporting period was $875,481 for all performance rights (2021:
$268,963).
(ii) Mr Chan resigned on 27 August 2020.
(iii) Mr Thomas resigned on 27 August 2020.
(iv) Mr. Yu was appointed as a director on 11 July 2017. Mr Yu was removed as a Director on 15 October 2020.
(v) Mr Truelove resigned on 27 May 2021.
(vi) On 24 June 2020 Mr Tsang moved to the role of non-executive director. Mr Tsang resigned on 18 November 2021.
(vii) Mr Cong was appointed as a non-executive director on the 27 August 2020. Mr Cong resigned on 11 March 2022.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 23
(viii)Mr Smyth was appointed as a non-executive director on the 27 May 2021. During the year Mr. Smyth was issued 300,000,000 performance
rights valued at $505,000. The value of the performance rights (including the performance rights issued in previous year) is recognised
over the vesting period and the total charge to the profit or loss account for the reporting period was $264,250 for all performance rights.
(ix) Mr Huljich was appointed as a non-executive director on the 27 May 2021. During the year Mr. Huljich was issued 300,000,000
performance rights valued at $505,000. The value of the performance rights (including the performance rights issued in previous year) is
recognised over the vesting period and the total charge to the profit or loss account for the reporting period was $264,250 for all
performance rights.
(x) Mr Li. Was appointed as a non-executive director on 5 April 2022.
(xi) Mr Karageorge was appointed as CEO on the 7 December 2021. During the year Mr. Karageorge was issued 300,000,000 performance
rights valued at $505,000. The value of the performance rights (including the performance rights issued in previous year) is recognised
over the vesting period and the total charge to the profit or loss account for the reporting period was $264,250 for all performance rights.
Performance Rights Granted as Compensation
Details on performance rights that were granted as compensation to each key management person during the year ended
30 June 2022 and details on performance rights that vested during the year ended 30 June 2022 are as follows:
Performance Rights
Number
granted
Grant Date
Fair value per
right at grant
date
Exercise
price
per right
Vesting price
Expiry date
Maximum total
value of grant
yet to vest
Vested During the
year:
Klaus Eckhof:
25/05/24 Rights
- tranche 1
333,333,333
30/04/2021
$0.00073
-
$0.0015
25/05/24
$243,333
- tranche 2
333,333,333
30/04/2021
$0.00072
-
$0.002
25/05/24
$239,667
- tranche 3
333,333,334
30/04/2021
$0.00064
-
$0.003
25/05/24
$212,333
Issued during the
year:
John Smyth:
15/12/2026 Rights
- tranche 1
100,000,000
16/11/2021
$0.00184
-
$0.0015
15/12/26
$184,000
- tranche 2
100,000,000
16/11/2021
$0.00167
-
$0.002
15/12/26
$167,000
- tranche 3
100,000,000
16/11/2021
$0.00154
-
$0.003
15/12/26
$154,000
Peter Huljich:
15/12/2026 Rights
- tranche 1
100,000,000
16/11/2021
$0.00184
-
$0.0015
15/12/26
$184,000
- tranche 2
100,000,000
16/11/2021
$0.00167
-
$0.002
15/12/26
$167,000
- tranche 3
100,000,000
16/11/2021
$0.00154
-
$0.003
15/12/26
$154,000
Conrad Karageorge
15/12/26 Rights
- tranche 1
100,000,000
16/11/2021
$0.00184
-
$0.0015
15/12/26
$184,000
- tranche 2
100,000,000
16/11/2021
$0.00167
-
$0.002
15/12/26
$167,000
- tranche 3
100,000,000
16/11/2021
$0.00154
-
$0.003
15/12/26
$154,000
Performance rights will vest subject to meeting specific performance conditions. Tranche 1, 2 and 3 performance rights have
market vesting conditions being a daily volume weighted average share price at the vesting price outlined in the table above over
a minimum of 20 trading days (in the case of the grant date of 16/11/2021 performance rights). Market vesting conditions have
not been met and the rights have not been converted into shares.
Each right is converted to one ordinary share upon vesting. The performance rights vest when the vesting conditions are met. No
performance rights will vest if the conditions are not satisfied, hence the minimum value of the performance rights yet to vest is
nil. The maximum value of the performance rights yet to best has been determined as the amount of the grant date fair value of
the performance rights that is yet to be expensed.
The fair values at grant date of performance rights issued during the year were determined using a Barrier model simulation that
takes into account the exercise price, the term of the rights, the share price at grant date and expected price volatility of the
underlying share, and the risk free interest rate for the term of the rights. The model inputs for performance rights granted in year
included:
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 24
Performance rights
granted November 21
Grant date
16/12/2021
Expiry date
15/12/2026
Share price at grant
$0.002
Risk free rate
1.43%
Volatility rate
120%
Shareholdings of Key Management Personnel
The numbers of shares in the Company held during the financial period by Directors and other Key Management
Personnel, including shares held by entities they control, are set out below:
Balance at
1 July 2021
Acquired
Other
Movements
Balance at
30 June 2022
Directors
Klaus Eckhof
-
-
1,000,0000,000³
1,000,000,000
K S Tsang
-
-
-
-2
Maohuai Cong
833,880,368
-
-
833,880,3682
John Smyth
91,847,797
-
-
91,847,797
Peter Huljich
10,800,000
-
-
10,800,000
Burt Li
-1
-
-
-
Conrad Karageorge
-1
-
-
-
1Balance represents the shares held at the date of appointment as a director or management.
2Balance represents the shares held at the date of resignation as a director or management.
³During the year the Company issued Klaus Eckof 1,000,000,000 performance right as part of the performance condition being met.
Options of Key Management Personnel
The numbers of Unlisted and Listed options in the Company held during the financial period by Directors and other
Key Management Personnel, including shares held by entities they control, are set out below:
Balance at
1 July 2021
Acquired
Other
Movements
Balance at
30 June 2022
Directors
Klaus Eckhof
-
-
-
-
K S Tsang
-
-
-
-2
Maohuai Cong
-
-
-
-2
John Smyth
142,500,000
-
-
142,500,000
Peter Huljich
35,000,000
-
-
35,000,000
Burt Li1
-
-
-
-
Conrad Karageorge1
-
-
-
-
1Balance represents the options held at the date of appointment as a director or management.
2Balance represents the options held at the date of resignation as a director or management.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 25
Performance Rights of Key Management Personnel
The numbers of performance rights in the Company held during the financial period by Directors and other Key
Management Personnel, including those held by entities they control, are set out below:
Balance at
1 July 2021
Received as
Remuneration
Exercised / Vested
Expired
Balance at
30 June 2022
Directors
Klaus Eckhof
1,377,500,000
-
(1,000,000,000)³
(240,000,000)
137,500,000
K S Tsang
-
-
-
-
-2
Maohuai Cong
-
-
-
-
-2
John Smyth
-
300,000,000
-
-
300,000,000
Peter Huljich
-
300,000,000
-
-
300,000,000
Burt Li
-1
-
-
-
-
Conrad Karageorge
-1
300,000,000
-
-
300,000,000
1Balance represents the performance rights held at the date of appointment as a director or key management personnel.
2Balance represents the performance rights held at the date of resignation as a director or key management personnel.
³During the year the performance rights had been converted to ordinary shares as part of the performance condition being met.
Loans to key management personnel and their related parties
There were no loans outstanding at the reporting date to key management personnel and their related parties.
Use of Remuneration Consultants
The Company did not use any remuneration consultants during the period.
Voting at the group’s 2021 Annual General Meeting
The 2021 Remuneration Report tabled at the 2021 Annual General Meeting received a “yes” vote of 99.96%.
End of Audited Remuneration Report
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2022
Page 26
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
The Company’s Constitution requires it to indemnify directors and officers of any entity within the consolidated
entity against liabilities incurred to third parties and against costs and expenses incurred in defending civil or criminal
proceedings, except in certain circumstances. An indemnity is also provided to the Company’s auditors under the
terms of their engagement. Directors and officers of the consolidated entity have been insured against all liabilities
and expenses arising as a result of work performed in their respective capacities, to the extent permitted by law. The
insurance premium, amounting to $22,850 (2021 - $18,071) relates to:
•
costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and
whatever the outcome;
•
other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of
duty or improper use of information or position to gain a personal advantage.’
ENVIRONMENTAL REGULATIONS
The consolidated entity’s exploration activities in the Democratic Republic of Congo during the year were subject to
environmental laws, regulations and permit conditions in that jurisdiction. There have been no known breaches of
environmental laws or permit conditions while conducting operations in the Democratic Republic of Congo during
the year.
The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which
requires entities to report annual greenhouse gas emissions and energy use. For the measurement period 1 July 2021
to 30 June 2022 the Directors have assessed that there are no current reporting requirements, but may be required to
do so in the future.
NON-AUDIT SERVICES
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Company and/or consolidated entity is important. During the year ended
30 June 2022 BDO (WA) Pty ltd provided $2,200 (2021: Nil) in non-audit related services. Refer to Note 4 in the
financial statements for further details. The directors are satisfied that the provision of non-audit services by the
auditor did not compromise the auditor independence requirements of the Corporations Act.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor, BDO Audit (SA) Pty Ltd, has provided the Board of Directors with an independence declaration in
accordance with section 307C of the Corporations Act 2001.
The independence declaration is located on the next page.
Signed in accordance with a resolution of Directors.
Klaus Eckhof
Executive Chairman
30th September 2022
BDO Centre
Level 7, 420 King William Street
Adelaide SA 5000
GPO Box 2018 Adelaide SA 5001
Australia
Tel: +61 8 7324 6000
Fax: +61 8 7324 6111
www.bdo.com.au
BDO Audit (SA) Pty Ltd ABN 33 161 379 086 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (SA) Pty Ltd and BDO Australia Ltd are
members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent
member firms. Liability limited by a scheme approved under Professional Standards Legislation.
DECLARATION OF INDEPENDENCE
BY ANDREW TICKLE
TO THE DIRECTORS OF AMANI GOLD LIMITED
As lead auditor of Amani Gold Limited for the year ended 30 June 2022, I declare that, to the best of
my knowledge and belief, there have been:
1.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2.
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Amani Gold Limited and the entities it controlled during the period.
Andrew Tickle
Director
BDO Audit (SA) Pty Ltd
Adelaide, 30 September 2022
Amani Gold Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2022
Page 28
Notes
2022
2021
$
$
Revenue from continuing operations
2
901
48,536
Cost of sales
-
-
Gross profit
901
48,536
Consultants and corporate costs
(1,350,247)
(706,387)
Employee benefits expense
(382,746)
(822,345)
Share based payments expense
3, 15
(2,323,666)
(719,445)
Depreciation expense
(29,868)
(32,039)
Occupancy expenses
(155,622)
(112,362)
Travel expenses
(27,405)
(2,305)
Foreign exchange gain/(loss)
(80,396)
(137,926)
Impairment of exploration and evaluation assets
11
(3,655)
(1,014,806)
Other
-
-
Loss before related income tax
(4,352,704)
(3,499,079)
Income tax (expense)/benefit
5
-
-
Loss for the year from continuing operations
(4,352,704)
(3,499,079)
Loss for the year from discontinued operations
9(a)
(393,453)
(689,131)
Loss for the year
(4,746,157)
(4,188,210)
Net Loss attributable to:
Owners of Amani Gold Limited
(4,383,167)
(4,110,159)
Non-controlling interest
(362,990)
(78,051)
(4,746,157)
(4,188,210)
Other comprehensive income
Exchange differences on translation of foreign
operations
1,722,536
(1,533,332)
Total comprehensive income for the year
(3,023,621)
(5,721,542)
Total comprehensive income attributable to:
Owners of Amani Gold Limited
(3,376,763)
(6,405,579)
Non-controlling interest
353,143
684,037
(3,023,621)
(5,721,542)
Earnings/(Loss) per share from continuing operations attributable to the
members of Amani Gold Limited
Basic and diluted loss per share
6
(0.022) cents
(0.037) cents
Earnings/(Loss) per share from discontinued operations attributable to
the members of Amani Gold Limited
Basic and diluted loss per share
6
(0.002) cents
(0.007) cents
Earnings/(Loss) per share from discontinued operations attributable to
the members of Amani Gold Limited
Basic and diluted loss per share
6
(0.024) cents
(0.044) cents
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.
Amani Gold Limited
Consolidated Statement of Financial Position
As at 30 June 2022
Page 29
Notes
2022
2021
$
$
Current Assets
Cash and cash equivalents
8
3,804,534
874,608
Other receivables
9
157,353
62,404
Total Current Assets
3,961,887
937,012
Non-Current Assets
Property, plant & equipment
10
22,674
30,231
Exploration and evaluation expenditure
11
28,785,048
22,611,498
Right of Use Asset
12
100,638
-
Total Non-Current Assets
28,908,360
22,641,729
Total Assets
32,870,247
23,578,741
Current Liabilities
Trade and other payables
13
943,566
903,105
Right of Use Liability
12
27,702
-
Interest-bearing convertible notes
18
-
2,100,000
Total Current Liabilities
971,268
3,003,105
Non-Current Liabilities
Right of Use Liability
12
76,330
-
Total Non-Current Liabilities
76,330
-
Total Liabilities
1,047,598
3,003,105
Net Assets
31,822,649
20,575,636
Equity
Contributed equity
14
92,994,343
80,352,042
Reserves
16
13,582,891
12,258,954
Accumulated losses
(61,842,373)
(58,770,006)
Capital and reserves attributed to the owners of
Amani Gold Limited
44,734,861
33,840,990
Non-controlling interest
(12,912,212)
(13,265,354)
Total Equity
31,822,649
20,575,636
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Amani Gold Limited
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
Page 30
Foreign
Currency
Translation
Reserve
Contributed
Equity
Accumulated
Losses
Option Premium
Reserve
Share based
Reserves
Non-controlling
interest
Total Equity
$
$
$
$
$
$
$
Balance at 1 July 2020
76,642,246
(54,659,847)
1,585,693
6,569,972
4,180,830
(13,949,392)
20,369,502
Loss for the year
-
(4,110,159)
-
-
-
(78,051)
(4,188,210)
Exchange differences on translation of
foreign operations
-
-
-
-
(2,295,421)
762,089
(1,533,332)
Total comprehensive income for the year
-
(4,110,159)
-
-
(2,295,421)
684,038
(5,721,542)
Transactions with equity holders in their
capacity as equity holders
Share issue
5,552,500
-
-
-
-
5,552,500
Share issue costs
(1,842,704)
-
1,498,435
-
-
-
(344,269)
Convertible note issues (net of costs)
-
-
-
-
-
-
-
Share based payments expense – options
i
-
-
-
-
-
-
-
Share based payments expense – rights
-
-
-
719,445
-
-
719,445
Transactions with non-controlling interests
-
-
-
-
-
-
-
Balance at 30 June 2021
80,352,042
(58,770,006)
3,084,128
7,289,417
1,885,409
(13,265,354)
20,575,636
Amani Gold Limited
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
Page 31
Contributed
Equity
Accumulated
Losses
Option Premium
Reserve
Share based
Reserves
Foreign
Currency
Translation
Reserve
Non-controlling
interest
Total Equity
$
$
$
$
$
$
$
Balance at 1 July 2021
80,352,042
(58,770,006)
3,084,128
7,289,417
1,885,409
(13,265,354)
20,575,636
Loss for the year
-
(4,383,167)
-
-
-
(362,990)
(4,746,157)
Exchange differences on translation of
foreign operations
-
-
-
-
1,006,404
716,132
1,722,536
Total comprehensive income for the year
-
(4,383,167)
-
-
1,006,404
353,142
(3,023,621)
Transactions with equity holders in their
capacity as equity holders
Share issue
12,958,938
-
-
(695,333)
-
-
12,263,605
Share issue costs
(316,637)
-
-
-
-
-
(316,637)
Convertible note issues (net of costs)
-
-
-
-
-
-
-
Share based payments expense – options
i
-
-
-
-
-
-
-
Share based payments expense – rights
-
-
-
2,323,666
-
-
2,323,666
Expiry of Share based payment expense
-
1,310,800
-
(1,310,800)
-
-
-
Transactions with non-controlling interests
-
-
-
-
-
-
-
Balance at 30 June 2022
92,994,343
(61,842,373)
3,084,128
7,606,950
2,891,813
(12,912,212)
31,822,649
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Amani Gold Limited
Consolidated Statement of Cash Flows
for the year ended 30 June 2022
Page 32
Notes
2022
2021
$
$
Cash Flows from Operating Activities
Receipts from customers
-
67,264
Payments to suppliers and employees
(2,426,570)
(2,776,046)
Interest received
901
137
Net Cash outflows from Operating Activities
21
(2,425,669)
(2,708,645)
Cash Flows from Investing Activities
Payments for plant and equipment
-
(27,610)
Payments for exploration and development expenditure
(4,213,056)
(1,829,613)
Net Cash outflows from Investing Activities
(4,213,056)
(1,857,223)
Cash Flows from Financing Activities
Proceeds from securities issues
12,147,851
4,566,616
Securities issue expenses
(402,636)
(248,270)
(Payments) of convertible notes
18
(2,192,000)
-
Net Cash inflows from Financing Activities
9,553,215
4,318,346
Net increase / (decrease) in Cash and Cash Equivalents
2,914,490
(247,522)
Cash and cash equivalents at the beginning of the year
874,608
1,129,978
Effects of exchange rate fluctuations on the balances of cash
held in foreign currencies
15,436
(7,848)
Cash and Cash Equivalents at End of Year
8
3,804,534
874,608
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 33
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards,
other authoritative pronouncements of the Australian Accounting Standards Board, and the Corporations Act 2001.
The financial statements are for the consolidated entity consisting of Amani Gold Limited and its subsidiaries (the
“group” or the “consolidated entity”). Amani Gold Limited is a listed for-profit public company, incorporated and
domiciled in Australia. During the year ended 30 June 2022, the consolidated entity conducted operations in
Australia, and the Democratic Republic of Congo. The financial statements have also been prepared on a historical
cost basis. Cost is based on the fair values of the consideration given in exchange for assets.
The financial report is presented in Australian dollars.
Going Concern Basis
The financial report has been prepared on the basis of accounting principles applicable to a “going concern” which
assumes the Group will continue in operation for the foreseeable future and will be able to realise its assets and
discharge its liabilities in the normal course of operations.
The Group has incurred net cash outflows from operating and investing activities for the year ended 30 June 2022 of
$6,638,725 (2021: $4,565,868).
At 30 June 2022, the Group had cash balances of $3,804,534 (2021: $874,608).
The directors have prepared cash flow projections that support the ability of the Group to continue as a going concern.
These cash flow projections assume the Group obtains sufficient additional funding from shareholders or other
parties. If such funding is not achieved, the Group plans to reduce expenditure significantly, which may result in an
impairment loss on the book value of exploration and evaluation expenditure recorded at reporting date.
These conditions give rise to a material uncertainty that may cast doubt upon the Group’s ability to continue as a
going concern. The ongoing operation of the Group is dependent upon:
•
The Group raising additional funding from shareholders or other parties; and/or
•
The Group reducing expenditure in line with available funding.
The Group has the ability to seek to raise funds from shareholders or other investors and intends to raise such funds
as and when required to complete its projects.
In the longer term, the development of economically recoverable mineral deposits found on the Group’s existing or
future exploration properties depends on the ability of the Group to obtain financing through equity financing, debt
financing or other means. If the Group’s exploration programs are ultimately successful, additional funds will be
required to develop the Group’s properties and to place them into commercial production. The ability of the Group
to arrange such funding in the future will depend in part upon the prevailing capital market conditions as well as the
business performance of the Group. There can be no assurance that the Group will be successful in its efforts to
arrange additional financing, if needed, on terms satisfactory to the Group. If adequate financing is not available, the
Group may be required to delay, reduce the scope of, or eliminate its current or future exploration activities or
relinquish rights to certain of its interests. Failure to obtain additional financing on a timely basis could cause the
Group to forfeit its interests in some or all of its properties and reduce or terminate its operations.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its
liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial
statements and that the financial report does not include any adjustments relating to the recoverability and
classification of recorded asset amounts or liabilities that might be necessary should the group not continue as a going
concern.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 34
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
Adoption of New and Revised Standards and change in Accounting Standards
Early adoption of accounting standards
The Group has not elected to apply any pronouncements before their operative date in the annual reporting year
beginning 1 July 2021.
New and amended standards adopted by the Group
A number of new or amended standards became applicable for the current reporting period and the consolidated
entity has changed its accounting policies as a result of the adoption of the following standards. All new standards
were adopted and did not have any significant impact to the financial performance or position of the consolidated
entity.
New and amended standards not yet adopted by the Group
At the date of authorisation of the financial report, a number of Standards and Interpretations including those
Standards and Interpretations issued by the IASB/IFRIC, where an Australian equivalent has not been made by the
AASB, were in issue but not yet effective for which the Entity has considered it unlikely for there to be a material
impact on the financial statements.
Statement of Compliance
These financial statements were authorised for issue on 30 September 2022. The directors have the power to amend
and reissue the financial statements.
The consolidated financial statements comprising the financial statements and notes thereto, comply with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board
(IASB).
Basis of Consolidation
The consolidated financial statements comprise the financial statements of Amani Gold Limited (the “Company”)
and subsidiaries. Subsidiaries are all entities over which the group has control. The group controls an entity when the
group is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using
consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses
and profit or losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are fully
consolidated from the date on which control is transferred to the consolidated entity and cease to be consolidated
from the date on which control is transferred out of the consolidated entity.
Parent Entity Financial Information
The financial information for the parent entity, Amani Gold Limited, disclosed in Note 23 has been prepared on the
same basis as the consolidated financial statements.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid
investments readily convertible to cash.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 35
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
Foreign currency transactions and balances
The functional and presentation currency of Amani Gold Limited is Australian dollars.
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate
of exchange ruling at the end of the reporting period.
Foreign currency transactions are translated into the functional currency using the exchange rates ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of
exchange ruling at the end of the reporting period. Foreign exchange gains and losses resulting from settling foreign
currency transactions, as well as from restating foreign currency denominated monetary assets and liabilities, are
recognised in profit or loss, except when they are deferred in other comprehensive income as qualifying cash flow
hedges or where they relate to differences on foreign currency borrowings that provide a hedge against a net
investment in a foreign entity.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date
the fair value was determined.
The functional currencies of the overseas subsidiaries are as follows:
Democratic Republic of Congo, Hong Kong, Tanzania and Kenya subsidiaries United States Dollars (USD).
At the end of the reporting period, the assets and liabilities of these overseas subsidiaries are translated into the
presentation currency of Amani Gold Limited at the closing rate at the end of the reporting period and income and
expenses are translated at the weighted average exchange rates for the year. All resulting exchange differences are
recognised in other comprehensive income as a separate component of equity (foreign currency translation reserve).
On disposal of a foreign entity, the cumulative exchange differences recognised in foreign currency translation
reserves relating to that particular foreign operation is recognised in profit or loss.
Taxes
Income tax
Deferred income tax is provided for on all temporary differences at reporting date between the tax base of assets and
liabilities and their carrying amounts for financial reporting purposes.
No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability
is settled. Deferred tax is credited in the statement of profit or loss and other comprehensive income except where it
relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against
equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available
against which deductible temporary differences can be utilised.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 36
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no
adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient
future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed
by the law. The carrying amount of deferred tax assets is reviewed at each reporting date and only recognised to the
extent that sufficient future assessable income is expected to be obtained.
At the reporting date, the Directors have not made a decision to elect to be taxed as a single entity. In accordance
with Australian Accounting Interpretations, “Substantive Enactment of Major Tax Bills in Australia”, the financial
effect of the legislation has therefore not been brought to account in the financial statements for the year ended 30
June 2022, except to the extent that the adoption of the tax consolidation would impair the carrying value of any
deferred tax assets.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the
same taxation authority.
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost
of acquisition of the asset or as part of an item of the expense.
Receivables and payables on the statement of financial position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing
and financing activities, which are disclosed as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
authority.
Property, plant and equipment
Items of plant and equipment are carried at cost less accumulated depreciation and impairment losses (see accounting
policy “impairment testing”).
Plant and equipment
Plant and equipment acquired is initially recorded at their cost of acquisition at the date of acquisition, being the fair
value of the consideration provided plus incidental costs directly attributable to the acquisition.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the consolidated entity and the
cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of profit or
loss and other comprehensive income during the financial period in which they are incurred.
Depreciation
All assets have limited useful lives and are depreciated using the straight line method over their estimated useful lives
commencing from the time the asset is held ready for use.
Depreciation and amortisation rates and methods are reviewed annually for appropriateness. When changes are
made, adjustments are reflected prospectively in current and future periods only. The estimated useful lives used in
the calculation of depreciation for plant and equipment for the current and corresponding period are between three
and ten years.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 37
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and
losses are included in the statement of profit or loss and other comprehensive income.
Mineral interest acquisition, exploration and development expenditure
Mineral interest acquisition, exploration and evaluation expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the extent that the Group’s rights of tenure to that
area of interest are current and either the costs are expected to be recouped through the successful development and
commercial exploitation of the area of interest or where exploration activities in the area of interest have not yet
reached a stage that permits reasonable assessment of the existence of economically recoverable reserves and active
and significant operations, in, or in relation to, the area of interest are continuing.
Accumulated costs in relation to an abandoned area are written off in full against profit or loss in the year in which
the decision to abandon the area is made.
Impairment testing
The carrying amount of the consolidated entity’s assets, other than deferred tax assets, are reviewed at each reporting
date to determine whether there is any indication of impairment. Where such an indication exists, a formal assessment
of recoverable amount is then made and where this is in excess of carrying amount, the asset is written down to its
recoverable amount.
Recoverable amount is the greater of fair value less costs to sell and value in use. Value in use is the present value of
the future cash flows expected to be derived from the asset or cash generating unit. In estimating value in use, a pre-
tax discount rate is used which reflects current market assessments of the time value of money and the risks specific
to the asset. Any resulting impairment loss is recognised immediately in the statement of profit or loss and other
comprehensive income.
Impairment losses are reversed when there is an indication that the impairment loss may no longer exist and there
has been a change in the estimate used to determine the recoverable amount. An impairment loss is reversed only to
the extent that the assets’ carrying amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been recognised.
Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services
provided to the consolidated entity prior to the end of the financial year that are unpaid and arise when the
consolidated entity becomes obliged to make future payments in respect of the purchase of these goods and services.
Employee benefits
Wages, salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12
months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting
date. They are measured at the amounts expected to be paid when the liabilities are settled.
Contributions are made by the consolidated entity to superannuation funds as stipulated by statutory requirements
and are charged as expenses when incurred.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 38
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present
value of expected future payments to be made in respect of services provided by employees up to the reporting date
using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience
of employee departures and periods of service. Expected future payments are discounted using market yields at the
reporting date on national government bonds with terms to maturity and currency that match, as closely as possible,
the estimated future cash outflows.
Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
Convertible Notes
Compound financial instruments issued by the Group comprise convertible notes that can be converted to ordinary
shares at the option of the holder, when the number of shares to be issued is fixed. The liability component of a
compound financial instrument is recognised initially at the fair value of a similar liability that does not have an
equity conversion option. The equity component is recognised initially at the difference between the fair value of the
compound financial instrument as a whole and the fair value of the liability component. Any directly attributable
transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at
amortised cost using the effective interest method. The equity component of a compound financial instrument is not
remeasured subsequent to initial recognition. Interest related to the financial liability is recognised in the statement
of profit or loss and other comprehensive income. On conversion the financial liability is reclassified to equity and
no gain or loss is recognised.
Earnings per share
Basic earnings per share is determined by dividing the net result attributable to members, adjusted to exclude costs
of servicing equity (other than dividends), by the weighted average number of ordinary shares, adjusted for any bonus
element.
Diluted earnings per share is determined by dividing the net result attributable to members, adjusted to exclude costs
of servicing equity (other than dividends) and any expenses associated with dividends and interest of dilutive potential
ordinary shares, by the weighted average number of ordinary shares (both issued and potentially dilutive) adjusted
for any bonus element.
Share based payments
The Group provides compensation benefits to employees (including directors) of the Group in the form of share-
based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-
settled transactions’).
The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at
which they are granted. The fair value is determined by a Black Scholes model or similar such market based valuation
models.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 39
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period
in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully
entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects
(i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors
of the Group, will ultimately vest. This opinion is formed based on the best available information at reporting date.
No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions
is included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon
a market condition.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had
not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result
of the modification, as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense
not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled
award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated
as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of
earnings per share.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief decision maker has been identified as the Board of Directors.
Critical accounting estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting
policies. The areas that may have a significant risk of causing a material adjustment to the carrying amounts of certain
assets and liabilities within the next annual reporting period are:
(a) Exploration and evaluation expenditure
In accordance with accounting policy note described above under “Mineral interest acquisition, exploration and
development expenditure” the Board determines when an area of interest should be abandoned. When a decision is
made that an area of interest is not commercially viable, all costs that have been capitalised in respect of that area of
interest are written off. In determining this, assumptions, including the maintenance of title, ongoing expenditure and
prospectivity are made.
As described in Note 19, under existing contractual terms of a shareholder agreement a feasibility study was required
to be completed by 31st December 2018 at the Giro Gold Project. Based on the amendment to the shareholder
agreement, concluded in December 2017, with Societe Miniere De Kilo Moto SA (“Sokimo”), a company wholly
owned by the DRC Government (the original holder of the Giro exploitation permits), an agreement was reached
between the parties that the deadline for completion of the feasibility study would be extended up to 31st December
2018. A draft feasibility study is with JV partner SOKIMO and Ministry of Mines for review and a further extension
to complete the feasibility study by end 2020 has been agreed with SOKIMO.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 40
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
In December 2021, Amani Consulting and SOKIMO agreed to defer the submission of the feasibility study under the
Association Agreement until 30 June 2023 in exchange for monthly payments to SOKIMO of US$60,000 and
payment of the goodwill amount to SOKIMO of US$897,605.75 which would have otherwise been payable on the
conclusion of the feasibility studies and decision to mine at the Giro Project under the Association Agreement.
Amani has requested a quote from Beijing General Institute of Mining and Metallurgy (BGRIMM) to update the
Giro Feasibility Study given that the Giro global resource estimates have substantially increased since the initial
Feasibility Study which was based on Kebigada resource estimate of 75Mt @ 1.18g/t Au, for 2.9Moz gold (0.6g/t
Au cut-off grade, see ASX Announcement 27 August 2017). New combined Indicated and Inferred Mineral Resource
Estimate for Kebigada and Douze Match deposits is 132Mt @ 1.04g/t Au, for 4.4Moz contained gold (0.5g/t Au cut-
off grade, see ASX Announcement 19 March 2020).
At the date of this report, feasibility study discussion have not formally concluded with Sokimo and no decision to
mine has been made.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying
amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the
exploration and evaluation asset is estimated to determine the extent of the impairment loss (if any). Significant
judgment is involved in determining the recoverable amount for an exploration and evaluation, refer to note 11 for
details.
(b) Share Based Payments to employees
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value
of the equity instruments at the date at which they are granted. The fair value of options with non-market conditions
is determined by an internal valuation using a Black-Scholes option pricing model taking into account the terms and
conditions upon which the instruments were granted. The fair value of performance rights with market conditions is
determined by an internal valuation using a Trinomial Barrier option pricing model.
(c) Control Over Subsidiaries
In determining whether the consolidated group has control over subsidiaries that are not wholly owned, judgement
is applied to assess the ability of the consolidated group to control the day to day activities of the partly owned
subsidiary and its economic outcomes. In exercising this judgement, the commercial and legal relationships that the
consolidated group has with other owners of partly owned subsidiaries are taken into consideration. Whilst the
consolidated group is not able to control all activities of a partly owned subsidiary, the partly owned subsidiary is
consolidated within the consolidated group where it is determined that the consolidated group controls the day to day
activities and economic outcomes of a partly owned subsidiary. Changes in agreements with other owners of partly
owned subsidiaries could result in a loss of control and subsequently de-consolidation.
During the year ended 30 June 2015, Amani Gold Limited acquired 85% of the issued shares of Amani Consulting
sarl (Amani Consulting) by the issue of shares, options and cash. Amani Consulting holds a 65% shareholding in
Giro Goldfields sarl (Giro). Giro explores the Giro gold project in the Haut-Uele Province, northeast DRC. Under
the terms of shareholders agreements the Company is at this stage solely responsible for funding exploration activities
and therefore has control over the day to day activities and economic outcomes of Amani Consulting and Giro. Future
changes to the shareholders agreements may impact on the ability of the Company to control Amani Consulting and
Giro.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 41
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
(d) Contingent liabilities
Under the terms of the agreement to acquire an interest in Amani Consulting sarl (Amani Consulting) the Company
may be liable in the future to make additional payments subject to certain events occurring as described in Note 19.
After an assessment of the conditions that would require these payments to be made in the future, the Company has
judged that these possible future payments are a contingent liability.
Change in circumstances or the future occurrence of specified events may cause liabilities that are currently assessed
as being contingent to be reclassified as financial liabilities.
(e) Tax in foreign jurisdictions
The consolidated entity operates in overseas jurisdictions and accordingly is required to comply with the taxation
requirements of those relevant countries. This results in the consolidated entity making estimates in relation to taxes
including but not limited to income tax, goods and services tax, withholding tax and employee income tax. The
consolidated entity estimates its tax liabilities based on the consolidated entity’s understanding of the tax law. Where
the final outcome of these matters is different from the amounts that were initially recorded, such differences will
impact profit or loss in the period in which they are settled.
Consolidated
2022
2021
$
$
2.
REVENUE
Other revenue includes the following:
Interest - other parties
901
137
Other
-
48,399
901
48,536
3.
EXPENSES
During the year share based payments expense of $2,323,666 (2021: $719,445) were recorded as an
expense with a further $Nil (2021: $1,498,435) recorded in equity as share issue costs related to a
capital raising.
4.
AUDITOR’S REMUNERATION
Audit or review services:
Amounts paid or payable to auditors of the Group – BDO
Audit (SA) Pty Ltd
49,500
51,656
In addition, during the year BDO (WA) Pty Ltd provided $2,200 (2021: $Nil) in non-audit related
services for assessment of performance rights conditions being met.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 42
Consolidated
2022
2021
$
$
5.
INCOME TAX EXPENSE
(a) The prima facie tax benefit at 30% (2021: 26%) on loss
for the year is reconciled to the income tax provided in
the financial statements as follows:
Profit / (loss) before income tax
(4,746,157)
(4,188,210)
Prima facie income tax expense / (benefit) @ 30%
(1,423,846)
(1,088,935)
Tax effect of permanent differences:
Capital raising costs
(94,017)
(89,510)
Accruals
(20,952)
-
Changes in tax rates
828,912
Prior period adjustment
-
(20,589)
Exploration expenses
(1,403,104)
(511,182)
Other Temporary Expenses
911
-
Impairment
-
262,248
Employee option expense / share based payments
697,099
187,056
(2,243,909)
(432,000)
Income tax benefit not brought to account
2,243,909
432,000
Income tax expense
-
-
(b) The following deferred tax balances have not been
recognised:
Deferred Tax Assets at 30% (2021: 26%):
- Carry forward revenue losses
20,056,485
15,437,567
- Capital raising costs
161,160
139,104
- Provisions and accruals
15,440
31,463
20,233,085
15,608,134
As the Group’s income is passive, it is not considered a base rate entity. Accordingly a 30% tax rate applies to the
current financial year.
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 benefits.
Deferred tax liabilities in relation to capitalised exploration costs have been recognised and offset against deferred
tax assets above.
Consolidated
2022
Cents
2021
Cents
6.
EARNINGS PER SHARE
Basic and diluted loss per share- Continuing Operations
(0.022)
(0.037)
Basic and diluted loss per share – Discontinued Operations
(0.002)
(0.007)
2022
Number
2021
Number
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 43
Weighted average number of ordinary shares used in the
calculation of basic and diluted loss per share
19,539,189,754 9,563,414,829
The Company’s potential ordinary shares, being its options and performance rights granted, are not considered dilutive
as the conversion of these options would result in a decrease in the net profit per share.
7.
SEGMENT INFORMATION
\
The Directors have determined that the Group has two reportable segments, being mineral exploration and
gold trading in Africa. As the Group is focused on mineral exploration and gold trading. The Board monitors
the Group based on actual versus budgeted exploration expenditure incurred by area of interest for
exploration activities. The Board monitors the Group based on actual versus budgeted gold sales incurred by
area of interest (Tanzania).
This internal reporting framework is the most relevant to assist the Board with making decisions regarding the
Group and its ongoing exploration activities, while also taking into consideration the results of exploration
work that has been performed to date.
Revenue from
external sources
$
Reportable
segment loss
$
Reportable segment
assets
$
Reportable segment
liabilities
$
For the year end 30 June 2022
Gold Trading
Investment in Gold Trading
-
(18,042)
-
-
Mineral Exploration
Exploration Activity
-
(4,728,114)
32,862,250
(1,049,959)
Total
-
(4,746,156)
32,862,250
(1,049,959)
For the year end 30 June 2021
Gold Trading
Investment in Gold Trading
-
(99,854)
-
-
Mineral Exploration
Exploration Activity
-
(4,088,356)
23,629,174
(3,003,105)
Total
-
(4,188,210)
23,629,174
(3,003,105)
Consolidated
2022
2021
$
$
8.
CASH AND CASH EQUIVALENTS
Cash at bank and in hand
3,804,534
874,608
-
Cash at bank earns interest at floating rates based on daily bank deposit rates. Refer Note 17.
Consolidated
2022
2021
$
$
9.
OTHER RECEIVABLES
Current
Other receivables
157,353
33,028
Asset held for Sale – Refer (a)
-
29,376
157,353
62,404
None of the reported receivables are past due or require impairment.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 44
Refer to Notes 17(a) and 17(b) for information about the Group’s exposure to credit and liquidity risk.
9(a) – Discontinued Operations
During the previous year, the Group entered into an exclusive, binding conditional term sheet for the sale of
shares in of Amani Minerals HK for consideration of $60,000 USD. During the year the deal did not proceed and
the Company still continues to wind down operations.
As a result, the Group has classified the Amani Minerals HK and its’ subsidiaries as a discontinued operation in the
30 June 2021 and 30 June 2022 annual report. Losses for discontinued operations amount to $393,453 (2021:
$689,131).
10. PROPERTY, PLANT AND EQUIPMENT
Consolidated
2022
2021
$
$
Plant and equipment
At cost
585,414
536,635
Less accumulated depreciation
(562,740)
(506,404)
22,674
30,231
Consolidated
11. EXPLORATION AND
EVALUATION
EXPENDITURE
2022
$
2021
$
Exploration and evaluation phase – at cost
Balance at the beginning of the year
22,611,498
23,451,883
Expenditure incurred during the year
(a)
4,680,670
1,966,085
Impairment
(3,655)
(1,014,806)
Foreign currency translation difference movement
1,496,535
(1,791,664)
Carrying amount at the end of the year
28,785,048
22,611,498
The expenditure above relates principally to the exploration and evaluation phase. The ultimate recoupment of this
expenditure is dependent upon the successful development and commercial exploitation, or alternatively, sale of the
respective areas of interest.
(a) The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases are
dependent on the successful development and commercial exploitation or sale of the respective areas.
Impairment
The consolidated entity has impaired exploration and evaluation assets of $3,655 for the year ended 30 June
2022. In the previous year, the consolidated entity wrote-off exploration and evaluation assets of $1,014,806
relating the capitalised expenditure of Gada project. On 23 December 2020, Amani announced that further
detailed due diligence including technical and legal aspects, along with recent field inspects of tenement areas
by field geologist, the Company has decided not to pursue the Gada Project.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 45
Consolidated
2022
2021
$
$
12. RIGHT OF USE ASSET AND LEASE LIABILITY
Right Of Use Asset
Balance at 1 July
-
-
Disposal
-
-
Additions
103,513
-
Depreciation
(2,875)
-
100,638
-
Lease Liability
Lease Liabilities- Current
27,702
-
Lease Liabilities- Non- Current
76,330
-
104,032
-
Amani entered into an office lease, which commenced on 1/6/2022 with a 3 year term. The right of use asset
has used a discount rate of 6%.
Consolidated
2022
2021
$
$
13. TRADE AND OTHER PAYABLES
Current
Trade and other payables
943,566
903,105
943,566
903,105
Terms and conditions relating to the above financial instruments:
-
Trade and other creditors are non-interest bearing and are normally settled on 30 day terms.
Risk exposure:
-
Information about the group’s risk exposure to foreign exchange risk is provided in Note 17.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 46
14. CONTRIBUTED EQUITY
CONSOLIDATED
2022
2021
$
$
(a) Issued and paid-up share capital
Ordinary shares, fully paid 23,293,441,125 (2021: 12,386,996,747)
92,994,343
80,352,042
Movements in Ordinary Shares:
Details
Number of
Shares
$
Balance at 1 July 2020
5,213,227,494
72,101,504
July 2020 placement at $0.001 per share
1,003,700,000
1,003,700
Nov 2020 placement at $0.001 per share
1,548,800,000
1,548,800
Feb 2021 placement at $0.001 per share
1,400,000,000
1,400,000
Feb 2021 placement at $0.001 per share
1,600,000,000
1,600,000
Less: Share issue costs
-
(1,842,704)
Balance at 30 June 2021
12,386,996,747
80,352,042
Balance at 1 July 2021
12,386,996,747
80,352,042
Placement issue of shares at $0.001 each in September 2021
1,800,000,000
1,800,000
Listed Option Conversion - during the period
4,598,567,360
6,897,851
Placement issue of shares at $0.001 each in November 2021
3,450,000,000
3,450,000
Conversion of Performance Rights
1,000,000,000
695,333
Issue of shares for settlement of payables
57,877,018
115,754
Less: Share issue costs
-
(316,637)
Balance at 30 June 2022
23,293,441,125
92,994,343
(b) Listed Share Options
Exercise Period
Note
Exercise
Price
Opening
Balance
1 July
2021
Issued
2021/22
Exercised/
Cancelled/
Expired
2021/22
Closing
Balance
30 June 2022
Number
Number
Number
Number
15 Jan 2021 – 15 Jan 2024
$0.0015
1,500,000,000
- (1,500,000,000)
-
15 Jan 2021 – 15 Jan 2024
$0.0015
6,828,747,997
- (3,098,567,360)
3,730,180,637
25 Nov 2021 – 15 Jan 2024
(i)
$0.0015
-
5,250,000,000
-
5,250,000,000
8,328,747,997
5,250,000,000 (4,598,567,360)
8,980,180,637
(i)
On the 25th of November 2021 the company issued free attaching options to shareholders under the tranche 1 and
tranche 2 of the share placement.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 47
14.
CONTRIBUTED EQUITY - continued
(c) Unlisted Options
2022 - Options to take up ordinary shares in the capital of the Company have been granted as follows:
Exercise
Period
Note
Exercise
Price
Opening
Balance
1 July 2021
Options
Issued
2021/22
Exercised/
Cancelled/
Expired
2021/22
Closing
Balance
30 June 2022
Number
Number
Number
Number
27 May 2019 – 27 May 2022
(ii)
0.0075
40,000,000
- (40,000,000)
-
27 May 2019 – 27 May 2022
(ii)
0.01
40,000,000
- (40,000,000)
-
27 May 2019 – 27 May 2022
(ii)
0.0125
40,000,000
- (40,000,000)
-
15 Jan 2020 – 15 Jan 2023
(iii)
0.0075
12,000,000
-
-
12,000,000
15 Jan 2020 – 15 Jan 2023
(iii)
0.01
12,000,000
-
-
12,000,000
15 Jan 2020 – 15 Jan 2023
(iii)
0.0125
12,000,000
-
-
12,000,000
156,000,000
- (120,000,000
)
36,000,000
Weighted average exercise price ($)
0.0100
-
0.0100
0.0100
2021 - Options to take up ordinary shares in the capital of the Company have been granted as follows:
Exercise
Period
Note
Exercise
Price
Opening
Balance
1 July 2020
Options
Issued
2020/21
Exercised/
Cancelled/
Expired
2020/21
Closing
Balance
30 June 2021
Number
Number
Number
Number
15 Apr 2016 – 31 Dec 2020
(i)
0.03
7,500,000
-
(7,500,000)
-
15 Apr 2016 – 31 Dec 2020
(i)
0.04
7,500,000
-
(7,500,000)
-
15 Apr 2016 – 31 Dec 2020
(i)
0.05
7,500,000
-
(7,500,000)
-
27 May 2019 – 27 May 2022
(ii)
0.0075
40,000,000
-
-
40,000,000
27 May 2019 – 27 May 2022
(ii)
0.01
40,000,000
-
-
40,000,000
27 May 2019 – 27 May 2022
(ii)
0.0125
40,000,000
-
-
40,000,000
15 Jan 2020 – 15 Jan 2023
(iii)
0.0075
12,000,000
-
-
12,000,000
15 Jan 2020 – 15 Jan 2023
(iii)
0.01
12,000,000
-
-
12,000,000
15 Jan 2020 – 15 Jan 2023
(iii)
0.0125
12,000,000
-
-
12,000,000
178,500,000
- (22,500,000) 156,000,000
Weighted average exercise price ($)
0.0138
-
0.04
0.0100
(i) In the 2016 year, 22.5 million options were issued to a corporate advisor for equity market and strategic advice in market
positioning and corporate strategy. These expired during the 2021 year.
(ii) In the 2019 year, 120 million options were issued to a corporate advisor for equity market and strategic advice in market
positioning and corporate strategy. These expired during the year.
(iii) In the 2020 year, 36 million options were issued to a corporate advisor for financial advisory services.
The weighted average contractual life of the unlisted options are 1.08 (2021: 1.07) years.
None of the options have any voting rights, any entitlement to dividends or any entitlement to the proceeds of liquidation in the
event of a winding up.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 48
14.
CONTRIBUTED EQUITY - continued
(d) Performance Rights
2022 - Performance Rights over ordinary shares in the capital of the Company have been granted as follows:
Expiry date
Note
Opening
Balance
1 July 2021
Issued
2021/22
Exercised/
Cancelled
2021/22
Closing
Balance
30 June 2022
Number
Number
Number
Number
31 December 2021
(ii)
30,000,000
-
(30,000,000)
-
27 May 2022
(iii)
-
(687,000,000)
-
31 December 2022
(iv)
349,999,998
-
-
349,999,998
25 February 2024
(v)
1,000,000,000
(1,000,000,000)
-
31 December 2026
(vi)
-
1,200,000,000
-
1,200,000,000
2,066,999,998
1,200,000,000
(1,717,000,000)
1,549,999,998
2021 - Performance Rights over ordinary shares in the capital of the Company have been granted as follows:
Expiry date
Note
Opening
Balance
1 July 2020
Issued
2020/21
Exercised/
Cancelled
2020/21
Closing
Balance
30 June 2021
Number
Number
Number
Number
31 December 2020
(i)
60,000,000
-
(60,000,000)
-
27 May 2022
(iii)
687,000,000
-
-
687,000,000
31 December 2021
(ii)
30,000,000
-
-
30,000,000
31 December 2022
(iv)
349,999,998
-
-
349,999,998
25 February 2024
(v)
-
1,000,000,000
-
1,000,000,000
1,126,999,998
1,000,000,000
(60,000,000)
2,066,999,998
(i)
Performance rights vest subject to meeting specific performance conditions. 60 million performance rights were issued
comprising three tranches of 20 million each. All tranches of performance rights have market vesting conditions being
share prices of $0.02 (tranche 1); $0.04 (tranche 2); and $0.06 (tranche 3) or more over a consecutive 20 day business
period. Each right is converted to one ordinary share upon vesting. Performance rights expired during the 2021 year.
(ii) Performance rights vest subject to meeting specific performance conditions. 30 million performance rights were issued
comprising three tranches of 10 million each. All tranches of performance rights have market vesting condition being share
prices of $0.0075 (tranche 1); $0.01 (tranche 2); and $0.0125 (tranche 3) or more over a consecutive 10 day business period.
Each right is converted to one ordinary share upon vesting. Performance rights expired during the year.
(iii) Performance rights vest subject to meeting specific performance conditions. 687 million performance rights were issued
comprising three tranches of 229 million each. All tranches of performance rights have market vesting condition being
share prices of $0.0075 (tranche 1); $0.01 (tranche 2); and $0.0125 (tranche 3) or more over a consecutive 10 day business
period. Each right is converted to one ordinary share upon vesting. Performance rights expired during the year.
(iv) Performance rights vest subject to meeting specific performance conditions. 350 million performance rights were issued
comprising three tranches of 117 million each. All tranches of performance rights have market vesting condition being
share prices of $0.0075 (tranche 1); $0.01 (tranche 2); and $0.0125 (tranche 3) or more over a consecutive 10 day business
period. Each right is converted to one ordinary share upon vesting. No performance rights vested during the year.
(v) Performance rights vest subject to meeting specific performance conditions. 1 billion performance rights were issued
comprising three tranches of 333.333 million each. All tranches of performance rights have market vesting condition being
share prices of $0.0015 (tranche 1); $0.002 (tranche 2); and $0.003 (tranche 3) or more over a consecutive 20 day business
period. Each right is converted to one ordinary share upon vesting. During the period the performance rights vested and
have been converted to shares.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 49
14.
CONTRIBUTED EQUITY - continued
(vi)
Performance rights vest subject to meeting specific performance conditions. 1.2 billion performance rights were
issued comprising three tranches of 400 million each. All tranches of performance rights have market vesting
condition being share prices of $0.0015 (tranche 1); $0.002 (tranche 2); and $0.003 (tranche 3) or more over a
consecutive 20 day business period. Each right is converted to one ordinary share upon vesting. No performance
rights vested during the year.
(e) Terms and conditions of contributed equity
Ordinary Shares:
Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Company, to participate in
the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary
shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.
15. SHARE BASED PAYMENTS EXPENSE
Employee Option Plan
In August 2007, the Company adopted the Amani Gold Limited Employee Option Plan (“Plan”). The Plan allows Directors from
time to time to invite eligible employees to participate in the Plan and offer options to those eligible persons. The Plan is designed
to provide incentives, assist in the recruitment, reward, retention of employees and provide opportunities for employees (both
present and future) to participate directly in the equity of the Company. The contractual life of each option granted is three years
or as otherwise determined by the Directors. There are no cash settlement alternatives. During the current and prior year no
options were issued to employees of the Company (refer to Note 14(c)).
Non Plan based payments
The Company also makes share based payments to consultants and / or service providers from time to time, not under any specific
plan. The Amani Gold Limited Employee Option Plan does not allow for issue of options to the directors of the parent entity.
Hence, specific shareholder approval is obtained for any share based payments to directors of the parent entity. Nil options (2021:
nil) were issued during the year under an engagement letter with a corporate advisor for services related to raising of new capital.
The expense recognised in the statement of profit or loss and other comprehensive income in relation to share-based payments
is disclosed in Note 3.
Expenses arising from share-based payment transactions
Other share based payments, not under any plans, are as follows (with additional information provided in Note 14 above):
2022
2022
2021
2021
Number
$
Number
$
2019 Performance rights to director, Mr Yu (i)
-
-
30,000,000
12,500
2019 Performance rights to director, Mr Chan (i)
-
-
30,000,000
12,500
2019 Performance rights to director, Mr Yu (ii)
180,000,000
95,332
180,000,000
104,000
2019 Performance rights to director, Mr Chan (ii)
135,000,000
71,500
135,000,000
78,000
2019 Performance rights to director, Mr Eckhof (ii)
240,000,000
127,111
240,000,000
138,667
2019 Performance rights to director, Mr Thomas (ii)
90,000,000
47,667
90,000,000
52,000
2019 Performance rights to director, Mr Truelove (ii)
15,000,000
7,944
15,000,000
8,667
2019 Performance rights to other parties (ii)
27,000,000
14,300
27,000,000
15,600
2019 Performance rights to other parties (iii)
30,000,000
12,774
30,000,000
25,548
2020 Performance rights to director, Mr Yu (iv)
137,500,000
91,667
137,500,000
91,667
2020 Performance rights to director, Mr Chan (iv)
40,000,000
26,667
40,000,000
26,667
2020 Performance rights to director, Mr Eckhof (iv)
137,500,000
91,667
137,500,000
91,667
2020 Performance rights to director, Mr Thomas (iv)
30,000,000
20,000
30,000,000
20,000
2020 Performance rights to other parties (iv)
4,999,998
3,333
4,999,998
3,333
2021 Performance rights to Mr Eckof (v)
1,000,000,000
656,704
1,000,000,000
38,630
2022 Performance rights to Directors and Consultants
(vi)
1,200,000,000
1,057,000
-
-
Total
3,266,999,998
2,323,666
2,126,999,998
719,445
15. SHARE BASED PAYMENTS EXPENSE – continued
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 50
(i)
60 million performance rights were granted during the year ended 30 June 2019 (refer to Note 14(d) for more
information). The fair value of the performance rights estimated at that time was $120,000. None of the performance
rights vested with the rights expiring during the previous year.
(ii)
687 million performance rights were granted during the year ended 30 June 2019 (refer to Note 14(d) for more
information). The fair value of the performance rights estimated at that time was $1,190,800. None of the performance
rights vested during the current year. A balance of $349,554 was recognised as a share based payment expense in the
current year. These rights have now expired.
(iii)
30 million performance rights were granted during the year ended 30 June 2019 (refer to Note 14(d) for more
information). The fair value of the performance rights estimated at that time was $66,000. None of the performance
rights vested during the current year. A balance of $12,774 was recognised as a share based payment expense during
the year. These rights have now expired.
(iv)
350 million performance rights were granted during the year ended 30 June 2020 (refer to Note 14(d) for more
information). The fair value of the performance rights estimated at that time was $700,000. None of the performance
rights vested during the current year. A balance of $233,334 was recognised as a share based payment expense during
the year.
(v)
1 billion performance rights were granted during the previous year ended 30 June 2021 (refer to Note 14(d) for more
information). The fair value of the performance rights estimated at that time was $695,333. The performance rights
vested during the current year. A balance of $656,704 was recognised as a share based payment expense during the
year.
(vi)
Performance rights vest subject to meeting specific performance conditions. 1.2 billion performance rights were issued
comprising three tranches of 400 million each. All tranches of performance rights have market vesting condition being
share prices of $0.0015 (tranche 1); $0.002 (tranche 2); and $0.003 (tranche 3) or more over a consecutive 20 day
business period. Each right is converted to one ordinary share upon vesting. A balance of $1,057,000 was recognised
as a share-based payment expense during the period. This was valued using the Barrier pricing model.
The fair value per Performance Right and the following inputs were used in the valuation model:
Performance Rights
Tranche 1
Tranche 2
Tranche 3
Grant Date
16/11/2021
16/11/2021
16/11/2021
Expiry Date
15/12/2026
15/12/2026
15/12/2026
Exercise Price
Nil
Nil
Nil
Expected volatility
120%
120%
120%
Risk-free rate
1.43%
1.43%
1.43%
Vesting Period
7.5 months
2.5 years
2.5 years
Underlying security price at issue ($)
0.002
0.002
0.002
Fair Value per Performance Right ($)
0.00184
0.00167
0.00154
The fair value of the equity-settled share options and performance rights granted is estimated as at the date of grant using the
Black Scholes model or the Barrier pricing model as appropriate, and taking into account the terms and conditions upon which
the options and rights were granted, including by reference to the market value of the shares trading on the Australian Securities
Exchange (ASX) on or around the date of grant. No new options were granted during the year as a share based payment.
The total share based payment expense of $2,323,666 (2021: $719,445) during the year ended 30 June 2022. On 31 January 2022
the Company issued 57,877,018 fully paid ordinary shares at a price of $0.002 per share in lieu of partial settlement of outstanding
fees/wages (refer to note14), the total value was $115,754.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 51
16. RESERVES
The following table shows a breakdown of the statement of financial position line item ‘other reserves’ and the movements in
these reserves during the year. A description of the nature and purpose of each reserve is provided below the table.
Consolidated
2022
2021
$
$
Share based payments reserve (Note 16a)
7,606,950
7,289,417
Option premium reserve (Note 16b)
3,084,128
3,084,128
Foreign currency translation reserve (Note 16c)
2,891,813
1,885,409
13,582,891
12,258,954
Non-controlling interest reserve (Note 16d)
(12,912,212)
(13,265,354)
(a) Movement During the Year – Share based payment
Opening balance
7,289,417
6,569,972
Issue of options and performance rights
2,323,666
719,445
Fully Vested and exercised performance rights moved to
issued capital
(695,333)
-
Expiry of Performance rights
(1,310,800)
-
Closing balance
7,606,950
7,289,417
(b) Movement During the Year – Option premium
Opening balance
3,084,128
1,585,693
Issue of options
-
1,498,435
Closing balance
3,084,128
3,084,128
(c) Movement During the Year – Foreign Currency
Translation
Opening balance
1,885,409
4,180,830
Foreign currency translation differences
1,006,404
(2,295,421)
Closing balance
2,891,813
1,885,409
(d) Movement During the Year – Non-controlling interest
Opening balance
(13,265,354)
(13,949,392)
NCI share of loss for the year
(362,990)
(78,051)
Foreign currency translation differences
716,132
762,089
Closing balance
(12,912,212)
(13,265,354)
Nature and purpose of reserves
Share based payment Reserve
The share based payments reserve is used to record the fair value of options and performance rights issued but not exercised.
Option Premium Reserve
Option premium reserves is used to record the fair value for the issue of options to subscribe for ordinary shares in the Company.
Foreign Currency Translation Reserve
The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial
statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 52
17. 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, their objectives, policies and processes for
measuring and managing risk, and the management of capital.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The
Board 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 the Group’s receivables from customers and investment securities.
(i)
Investments
The Group limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have an
acceptable credit rating.
(ii) Receivables
As the Group operates in the mineral exploration sector rather than trading, it does not have receivables.
Presently, the Group undertakes exploration and evaluation activities in the DRC. At the reporting date there were no significant
concentrations of credit risk.
Exposure to credit risk
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group does not have any
material risk exposure to any single debtor or group of debtors. A very large proportion of the bank deposits are held in Australia
with leading banks and a minor percentage of the Group’s bank deposits is held in well established DRC banks.
(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 by continuously monitoring forecast and actual cash flows.
Due to the nature of the Group’s activities and the present lack of operating revenue, the Group has to raise additional capital
from time to time in order to fund its exploration activities. The decision on how and when the Group will raise future capital
will depend on market conditions existing at that time and the level of forecast activity and expenditure.
Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of at least
three to six months, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances
that cannot reasonably be predicted, such as natural disasters.
The following table details the Group’s expected maturity for its non-derivative financial liabilities. These have been drawn up
based on undiscounted contractual maturities of the financial liabilities based on the earliest date on which the Group can be
required to pay.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 53
17. FINANCIAL RISK MANAGEMENT – continued
Less than 6
months
6 – 12
months
Over 1 year
Total
$
$
$
$
Group at 30 June 2022
Financial Liabilities:
Current:
Trade and other payables
943,566
-
-
943,566
Short-term borrowings
-
-
-
-
Total Financial Liabilities
943,566
-
-
943,566
Less than 6
months
6 – 12
months
Over 1 year
Total
Group at 30 June 2021
Financial Liabilities:
Current:
Trade and other payables
903,105
-
-
903,105
Short-term borrowings
-
2,100,000
-
2,100,000
Total Financial Liabilities
903,105
2,100,000
-
3,003,105
(c) Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect
the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to mitigate
market risk exposures such as predicting the amount of foreign currencies on a quarterly basis and monitoring closely exchange
rates fluctuations.
(i) Foreign exchange risk
The Group is exposed to foreign exchange risk on investments, purchases and borrowings that are denominated in a currency
other than the respective functional currency of Group entities, primarily the Australian dollar (AUD). The currencies in which
these transactions are primarily denominated are AUD and USD.
The Group has not entered into any derivative financial instruments to hedge such transactions and anticipated future receipts or
payments that are denominated in a foreign currency.
(ii) Exposure to foreign exchange risk
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting
date explained in Australian dollars are as follows:
30 June 2022
30 June 2021
Notes
Assets
Liabilities
Assets
Liabilities
$
$
$
$
United States Dollar
780,346
564,570
448,247
612,936
Hong Kong Dollar
1,057
-
9,037
-
Tanzania Shilings
664
73,107
4,236
782,067
564,570
530,391
617,172
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 54
17. FINANCIAL RISK MANAGEMENT – continued
The following significant exchange rates applied during the year:
Average rate
Reporting date spot rate
Notes
2022
2021
2022
2021
$
$
$
$
United States Dollar
0.73
0.74
0.69
0.75
Hong Kong Dollar
5.66
5.79
5.406
5.83
Tanzania Shilings
0.00058
0.00058
0.00061
0.00061
There has been no material exposure to non functional currency amounts during the financial year.
(iii)
Sensitivity analysis
A 10 percent strengthening (based on forward exchange rates) of the Australian dollar against the above currencies at 30 June
would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other
variables, in particular interest rates, remain constant.
Consolidated
Notes
2022
2021
+10% Strengthening of the Australian Dollar
$
$
(Profit) or loss
(i)
(27,712)
(5,776)
Equity
(ii)
12,419
22,706
-10% Weakening of the Australian Dollar
(Profit) or loss
(i)
33,865
7,103
Equity
(ii)
(16,799)
(26,033)
(i)
this is mainly attributable to the exposure on USD cash
(ii) this is mainly related to the translation of foreign operations at reporting date
(iv)
Interest Risk
The Group’s exposure to the risk of changes in market interest rate relates primarily to the Group’s cash and cash equivalents.
At 30 June 2022 the weighted average interest rate on cash and cash equivalents was $Nil (2021: $Nil).
Sensitivity analysis
An increase of 50 basis points in interest rates would not have had a material impact on the Group’s profit or loss.
(d)
Net fair values
For assets and other liabilities, the net fair value approximates their carrying value. No financial assets and financial liabilities
are readily traded on organised markets in standardised form.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement of
financial position and in the notes to and forming part of the financial statements.
(e)
Capital risk management
Management controls the capital of the Group in order to ensure that the Group can fund its operations on an efficient and timely
basis and continue as a going concern. Capital is regarded as total equity, as recognised in the statement of financial position,
plus net debt calculated as total borrowings less cash and cash equivalents. There are no externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s cash projections up to twelve months in the future
and any associated financial risks. Management will adjust the Group’s capital structure in response to changes in these risks
and in the market.
There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 55
18. CONVERTIBLE NOTES
During the 2020 year the Company issued unsecured convertible notes with a face value of $2,100,000 as part of a capital raising
exercise.
Terms of the convertible note were as follows:
i.
Maturity date – 24 months from the date of advance;
ii.
Interest payable – 2.5% per annum, commencing 4 months from the date of issue;
iii.
Repayment: The Company could elect to repay all or part of the outstanding convertible notes at any time prior to
the maturity date. In addition, the Subscriber could elect to convert any of the convertible notes into new shares at
$0.003 per share.
The issue of shares upon conversion of the notes was approved at a meeting of shareholders convened on 25 March 2020.
During the reporting period the subscriber has been repaid in full with interest. Interest charged during the year was $26,250.
The convertible notes was classified as a liability as NeoGold had the sole discretion to convert and if NeoGold did not elect to
convert, the Company had the obligation to repay the principal.
19. CONTINGENCIES
If 3moz (measured and indicated category) gold resources at a cut-off grade of 2.5g/t Au are estimated at the Giro Project, Amani
will be required to pay US$5,350,000 to the former shareholders of Amani Consulting sarl (“Amani Consulting”) from whom
Amani acquired its 85% interest in the capital of Amani Consulting. At Amani’s election, 50% of this amount can be settled by
an issue of Amani shares at the then market value of Amani shares. In any case, the liability for this amount of US$5.35M only
falls due for payment upon drawdown of development funds. At the date of this report, the condition has not been met.
Under the terms the Association Agreement between Amani subsidiary Amani Consulting SARL and La Société Minière De
Kilo-Moto SA (SOKIMO) a company wholly owned by the DRC Government (the original holder of the Giro exploitation
permits) dated 3 January 2012 (the Association Agreement), a feasibility study was required to be completed by 31st December
2018 for the Giro Gold Project. In the absence of a completed study, SOKIMO had the right to terminate the shareholders’
agreement with Amani Consulting by issuing a termination notice with a six-month duration. In December 2021, Amani
Consulting and SOKIMO agreed to defer the submission of the feasibility study under the Association Agreement until 30 June
2023 in exchange for monthly payments to SOKIMO of US$60,000 and payment of the goodwill amount to SOKIMO of
US$897,605.75 which would have otherwise been payable on the conclusion of the feasibility studies and decision to mine at
the Giro Project under the Association Agreement.
On 14 October 2019 Amani Gold provided an update in relation to the Gada Gold Project. The update provided background to
the acquisition of the Gada Gold Project and that it had been made aware that BN Mining had commenced proceedings against
SOKIMO for the wrongful termination of an Option Agreement over the Gada Gold Project. Amani Gold also advised that it
understood that BN Mining had, or intended to, commence proceedings against the Company. Amani Gold has now confirmed
that proceedings have also been commenced against the Company for purportedly causing SOKIMO to terminate the Option
Agreement and has sought damages amounting to USD$100m as a result of the termination of the Option Agreement. The court
case with Amani Gold and BN Mining is continuing. On 29 January 2020 the Kinshasa Court gave a decision stating that
SOKIMO had not wrongfully terminated their Option Agreement with BN Mining. Furthermore, our lawyers reported that BN
failed to appear at the last hearing session on the 25th February 2020. The Company has requested the simple cancellation of the
matter. In April 2021, the commercial court of Kinshasa/Gombé had rendered its final judgment in favour of the Company by
declaring the action of BN Mining not receivable for lack of quality.
In view of the nature of the trigger events relating to the Giro Gold Project and unlikeliness of a successful claim by BN Mining
on Gada Gold Project legal proceedings, these liabilities are contingent in nature and no values were allocated as liabilities in
this financial report (30 June 2021: Nil).
20. COMMITMENTS
(a)
Capital commitments
There were no capital commitments, not provided for in the financial statements as at 30 June 2022.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 56
20. COMMITMENTS – continued
On 20 December 2021 Amani Gold announced that it agreed with joint venture La Société Minière De Kilo-Moto SA (SOKIMO)
to defer the deadline for submission of a feasibility study under the Joint Venture Association Agreement to 30 June 2023.
In consideration for the deferment, SOKIMO will be paid a monthly fee of US$60,000. During the deferment period the fee
becomes payable each month until the feasibility study is submitted. As at 30 June 2022 the maximum amount payable under
this agreement is US$720,000.
21. STATEMENTS OF CASH FLOWS
2022
2021
(a) Reconciliation of loss after income tax to net cash outflow from
operating activities
$
$
Profit / (loss) after income tax
(4,746,157)
(4,188,210)
Add back non-cash items:
Depreciation
29,868
44,799
Share based payments expense
2,323,666
719,445
Impairment
3,655
1,014,806
.
Net exchange differences
-
7,847
Change in assets and liabilities:
(Increase) / Decrease in receivables
94,949
(65,216)
Increase / (Decrease) in operating payables
(131,650)
(242,116)
Net cash outflow from operating activities
(2,425,669)
(2,708,645)
(b) Non-Cash Financing and Investing Activities
Share based payment expenses of $Nil (2021 - $1,498,435) were classified as share issue costs and recorded directly in equity.
During the year, the company has issued 57,877,018 ordinary shares at $0.002 totalling $115,754 to settle outstanding liabilities
with Chan Sik Lap from previous year.
During the year the company has not repaid any loan outstanding from the prior year (2021: $Nil).
22. RELATED PARTY TRANSACTIONS
(a) Key Management Personnel
2022
$
2021
$
Short term remuneration
514,000
909,188
Termination Benefit
-
75,400
Post Employment Superannuation
-
60,122
Share based payments
1,668,231
674,964
2,182,231
1,719,674
A number of key management persons, or their related parties, hold positions in other entities that result in them having control
or significant influence over the financial or operating policies of those entities. Transactions between related parties are on
normal commercial terms and conditions unless otherwise stated.
Consolidated
2022
2021
$
$
Accounting, and corporate service fees paid or payable to Mrs Miao
Wang, a spouse of Technical Director Mr Grant Thomas.
-
114,450
(b) Parent entity
Amani Gold Limited is the ultimate parent entity.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 57
23. PARENT ENTITY DISCLOSURES
Financial position
Parent
2022
$
2021
$
Assets
Current assets
3,500,119
812,082
Non-current assets (note i)
27,937,787
22,112,029
Total assets
31,437,906
22,924,111
Liabilities
Current liabilities
491,340
656,494
Non-current liabilities
-
2,100,000
Total liabilities
491,340
2,756,494
Net Assets
30,946,566
20,167,617
Equity
Issued capital
92,994,343
80,352,042
Accumulated losses¹
(73,837,909)
(71,657,023)
Reserves
Share based reserves
7,606,950
7,289,417
Option premium reserve
3,084,128
3,084,128
Foreign current translation reserve
1,099,054
1,099,054
Total equity
30,946,566
20,167,617
Financial performance
Parent
2022
$
2021
$
Loss for the year
(3,491,686)
(6,204,383)
Total comprehensive Income
(3,491,686)
(6,204,383)
¹ It was noted that accumulated loss movement includes $1,398,000 transferred from Share based reserves as part of the
performance rights expiring
(i) The recoupment of the parent entity’s investments and loans to its subsidiaries is dependent upon the successful
development and commercial exploitation or sale of the underlying exploration assets.
Contingent liabilities of the parent entity
The parent entity’s contingent liabilities are noted in Note 19.
For details on commitments, see Note 20.
Commitments for the acquisition of property, plant and equipment by the parent entity
The parent entity has not made any commitments for the acquisition of property, plant and equipment.
Amani Gold Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Page 58
23. PARENT ENTITY DISCLOSURES – continued
Interest in Subsidiaries
Place of
Incorporation
Consolidated
Entity Interest
Consolidated
Entity Interest
Class of
Shares
2022
2021
Parent Entity
%
%
Amani Gold Limited
Australia
Subsidiary
Amani Consulting SARL1
DRC
85%
85%
Ord
-
Giro Goldfields SARL
DRC
55.25%
55.25%
Ord
Burey Resources Pty Ltd
Australia
100%
100%
Ord
Amani Minerals (HK) Limited
Hong Kong
100%
100%
Ord
Congold SASU
DRC
100%
100%
Ord
Amago Trading Tanzania Limited
Tanzania
60%
60%
Ord
1.
Amani Consulting SARL is the parent entity of Giro Goldfields SARL with a 65% interest.
24.
EVENTS OCCURRING AFTER THE REPORTING DATE
Since the end of the financial year and to the date of this report no matter or circumstance has arisen which has
significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those
operations or the state of affairs of the consolidated entity in subsequent financial years other than the matters referred
to below.
Amani Gold Limited
Directors’ Declaration
for the year ended 30 June 2022
Page 59
In the opinion of the Directors:
a)
The financial statements and the notes and the additional disclosures included in the directors’ report
designated as audited of the consolidated entity are in accordance with the Corporations Act 2001, including:
(i)
Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2022 and of its
performance for the year ended on that date; and
(ii)
Complying with Accounting Standards (including Australian Accounting Standards) and
Corporations Regulations 2001 and other mandatory professional reporting requirements; and
b)
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
c)
The financial statements and notes thereto include an explicit and unreserved statement of compliance with
International Financial Reporting Standards issued by the International Accounting Standards Board.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance
with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2022.
Signed in accordance with a resolution of the Directors made pursuant to s 295(5) of the Corporations Act 2001.
On behalf of the Board
Klaus Eckhof
Executive Chairman
Dated 30th day of September 2022
BDO Centre
Level 7, 420 King William Street
Adelaide SA 5000
GPO Box 2018 Adelaide SA 5001
Australia
Tel: +61 8 7324 6000
Fax: +61 8 7324 6111
www.bdo.com.au
BDO Audit (SA) Pty Ltd ABN 33 161 379 086 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (SA) Pty Ltd and BDO Australia Ltd are members
of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AMANI GOLD LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Amani Gold Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2022, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
financial performance for the year ended on that date; and
(ii)
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 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 confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
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 1 in the financial report which describes the events and/or conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s
ability to continue as a going concern and therefore the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. 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. 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.
Carrying Value of Exploration and Evaluation Assets
KEY AUDIT MATTER
HOW THE MATTER WAS ADDRESSED IN OUR AUDIT
Refer to note 11 in the financial report for the
year ended 30 June 2022.
The Group has exploration and evaluation assets
capitalised per the application of the Group's
accounting policy for exploration and evaluation
expenditure, as set out in Note 1.
The carrying value of the exploration and
evaluation assets is a key audit matter due to:
The significance of the total balance; and
The risk that these assets, comprising areas of
interest, may be impaired due to the existence
of impairment indicators that have not been
sufficiently considered and require significant
judgements by management.
Our procedures included, but were not limited to:
Agreeing the status of tenements directly to
government databases;
Considering management’s impairment assessment over
each area of interest, including the impairment
expense recognised during the period;
Obtaining and reviewing budgets and assumptions made
by management to ensure that expenditure on further
exploration for and evaluation of the mineral resources
in the areas of interest were planned;
Considering whether there is any indication of
impairment from ASX announcements, Board minutes
and other documents; and
Assessing the adequacy of the related disclosures in
Note 11 to the Financial Statements.
Fair Value of Share Based Payments Granted
KEY AUDIT MATTER
HOW THE MATTER WAS ADDRESSED IN OUR AUDIT
Note 15 to the financial report discloses the details
of the share based payments granted to employees
during the year ended 30 June 2022. The
treatment of the share based payments
arrangements is a key audit matter due to:
The significance of the total share based
payments expense; and
The risk that the fair value methodology or
inputs may be inappropriate due to level of
management judgement required and the
complexity of the valuation itself.
Our audit procedures included, among others:
Evaluating the appropriateness of the valuation
methodology adopted and the reasonableness of inputs
used in the model, with the assistance of an auditors’
internal expert.
Assessing the adequacy and accuracy of the disclosures
included in the audited remuneration report and note
15 of the consolidated financial statements, which
outlines the terms of the arrangement and inputs to
the fair value calculation.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2022, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and 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 the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view 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 has 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 the 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.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 19 to 25 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the Remuneration Report of Amani Gold Limited, for the year ended 30 June 2022,
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.
BDO Audit (SA) Pty Ltd
Andrew Tickle
Director
Adelaide, 30 September 2022
Amani Gold Limited
Annual Report 2022
Additional Shareholder Information
Page 64
The shareholder information set out below was applicable as at 27 September 2022.
Corporate Governance Statement
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Amani
Gold Limited support and adhere to the principles of corporate governance. Please refer to the Company’s website
for details of the Corporate Governance Statement effective for the year ended 30 June 2022:
https://www.amanigold.com/corporate/corporate-governance/
Substantial shareholders (Fully Paid Ordinary Shares)
An extract of the Company’s register of substantial shareholders is set out below (27 September 2022).
Shareholders
Number of Shares
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
5,031,005,642
BNP PARIBAS NOMS PTY LTD
3,029,257,723
CITICORP NOMINEES PTY LIMITED
2,543,717,344
MCNEIL NOMINEES PTY LIMITED
1,485,307,783
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
1,269,826,826
Distribution of equity security holders (Fully Paid Ordinary Shares)
SPREAD OF HOLDINGS
NUMBER OF
UNITS
NUMBER OF
HOLDERS
% OF TOTAL
ISSUE CAPITAL
1 - 1000
11,679
74
0.00%
1001 - 5000
271,029
86
0.00%
5001 - 10000
1,126,223
135
0.00%
10001 - 100000
30,773,213
683
0.13%
100001 - 999999999999
23,661,258,981
2757
99.86%
TOTAL
23,693,441,125
3735
99.99%
The number of shareholdings comprising less than a marketable parcel was 1,976
Twenty Largest Shareholder
Rank
Name
Units
% of Units
1
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
5,031,005,642
21.23
2
BNP PARIBAS NOMS PTY LTD
3,029,257,723
12.79
3
CITICORP NOMINEES PTY LIMITED
2,543,717,344
10.74
4
MCNEIL NOMINEES PTY LIMITED
1,485,307,783
6.27
5
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
1,269,826,826
5.36
6
SHINING MINING COMPANY LIMITED
833,880,368
3.52
7
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
748,964,284
3.16
8
MR JEAN MARC ALLEGRET
659,300,000
2.78
9
LUCK WINNER INVESTMENT LIMITED
600,000,000
2.53
10
EQUITY PLAN SERVICES PTY LTD
400,000,000
1.69
11
ZENIX NOMINEES PTY LTD
374,717,093
1.58
12
MS CHUNYAN NIU
300,000,000
1.27
13
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
294,691,068
1.24
14
HON HAK KA
250,000,000
1.06
15
MS CHUNYAN NIU
186,099,160
0.79
16
AMAX PACIFIC PTY LIMITED
155,500,000
0.66
17
BNP PARIBAS NOMINEES PTY LTD
115,600,917
0.49
18
MR MARK ANDREW CARROLL
100,000,000
0.42
19
MR KIN WING CHAN + MRS WAI SHAN YAP
100,000,000
0.42
20
MR JOHN BARSOOM
100,000,000
0.42
Amani Gold Limited
Annual Report 2022
Additional Shareholder Information
Page 65
Totals: Top 20 holders of ANL ORDINARY FULLY PAID
18,577,868,208
78.41
Total Remaining Holders Balance
5,115,572,917
21.59
Total Holders Balance
23,693,441,125
100
Voting Rights
The voting rights attaching to ordinary shares are governed by the Constitution. On a show of hands every person
present who is a member or representative of a member shall have one vote and on a poll, every member present in
person or by proxy or by attorney or duly authorised representative shall have one vote for each share held. None of
the options has any voting rights.
Twenty Largest ANLOA ($0.0015 15 JAN 2023) Holders
Rank
Name
Units
% of Units
1
MCNEIL NOMINEES PTY LIMITED
1,050,000,000
11.69
2
ORCA CAPITAL GMBH
781,353,586
8.7
3
MS CHUNYAN NIU
546,171,001
6.08
4
NOTRE DAME INVESTMENT LIMITED
510,000,000
5.68
5
ZENIX NOMINEES PTY LTD
500,000,000
5.57
6
MAX ASSET HOLDINGS PTY LTD
348,157,895
3.88
7
WHEAD PTY LTD
200,000,000
2.23
8
BUDWORTH CAPITAL PTY LTD
200,000,000
2.23
9
REDLAND PLAINS PTY LTD
163,000,000
1.82
10
AMAX PACIFIC PTY LIMITED
155,000,000
1.73
11
MAX ASSET HOLDINGS PTY LTD
150,000,000
1.67
12
FIRST INVESTMENT PARTNERS PTY LTD
115,384,614
1.28
13
SYNDICATE MINERALS PTY LTD
100,000,000
1.11
14
BEIRNE TRADING PTY LTD
100,000,000
1.11
15
AYERS CAPITAL PTY LTD
100,000,000
1.11
16
SHAH NOMINEES PTY LTD
100,000,000
1.11
17
WHEAD PTY LTD
98,820,713
1.1
18
MR DAVID IAN RAYMOND HALL + MRS DENISE ALLISON
HALL
95,000,000
1.06
19
DIXTRU PTY LIMITED
95,000,000
1.06
20
CLARIDEN CAPITAL PTY LTD
90,000,000
1
Totals: Top 20 holders of ANLOA OP15012024/$0.0015
5,497,887,809
61.22
Total Remaining Holders Balance
3,482,294,828
38.78
Total Holders Balance
8,980,182,637
100
Distribution of ANLOA ($0.0015 15 JAN 2023) Holders
SPREAD OF HOLDINGS
NUMBER OF UNITS
NUMBER OF HOLDERS
% OF TOTAL ISSUE
CAPITAL
1 - 1000
345
1
0.00%
1001 - 5000
-
0
0.00%
5001 - 10000
-
0
0.00%
10001 - 100000
90,000
1
0.00%
100001 - 999999999999
8,980,092,292
225
100.00%
TOTAL
8,980,182,637
227
100.00%
Amani Gold Limited
Annual Report 2022
Additional Shareholder Information
Page 66
Unquoted equity securities
Ex $0.0075 ex 27 May 2022
40,000,000
Ex $0.01 ex 27 May 2022
40,000,000
Ex $0.0125 ex 27 May 2022
40,000,000
Ex $0.0075 ex 15 DEC 2023
12,000,000
Ex $0.01 ex 15 DEC 2023
12,000,000
Ex $0.0125 ex 15 DEC 2023
12,000,000
Performance Rights
1,866,999,998
Company Secretary
The company Secretary is James Bahen
Registered Address
The registered address is Suite 1, 295 Rokeby Road, Subiaco WA 6008
On-market buy-back
There is no current on-market buy-back.
Mineral Interests
Location
Concession name
and type
Registered Holder
Amani’s
currentequity interest
Maximum
equity interest capable
of being earned
Notes
DRC
Giro Exploitation
Permits
PEs 5046 & 5049
Giro Goldfields SARL
55.25%
55.25%
1
Amani Gold Limited
Annual Report 2022
Additional Shareholder Information
Page 67
DRC - Democratic Republic of Congo
Notes:
1.
In September 2014 Amani Gold completed the acquisition of 85% of the share capital in Amani Consulting sarl (“Amani
Consulting”), which entity owns 65% of the capital in Giro Goldfields sarl (“Giro sarl”), a DRC registered company and the
registered holder of the two exploitation permits comprising the Giro Project. Amani Gold is responsible for sole funding
exploration on the Giro Project. Societe Miniere De Kilo Moto SA (“Sokimo”), a limited liability company wholly owned
by the DRC Government holds the other 35% interest in Giro sarl.
Under existing contractual terms with Sokimo a feasibility study was required to be completed by 31st December 2018 at
the Giro Gold Project. Based on the amendment to the shareholder agreement, concluded in December 2017, with Sokimo,
an agreement was reached between the parties that the deadline for completion of the feasibility study would be extended
up to 31st December 2018, a further 12-month extension could be requested if Amani shows that the work to complete the
feasibility study is progressing positively.
Amani has requested a quote from Beijing General Institute of Mining and Metallurgy (BGRIMM) to update the Giro
Feasibility Study by end 2020 given that the Giro global resource estimates have substantially increased since the initial
Feasibility Study which was based on Kebigada resource estimate of 75Mt @ 1.18g/t Au, for 2.9Moz gold (0.6g/t Au cut-
off grade, see ASX Announcement 27 August 2017). New combined Indicated and Inferred Mineral Resource Estimate for
Kebigada and Douze Match deposits is 132Mt @ 1.04g/t Au, for 4.4Moz contained gold (0.5g/t Au cut-off grade, see ASX
Announcement 19 March 2020).
At the date of this report, feasibility study discussion have not formally concluded with Sokimo and no decision to mine has
been made. The company is also under negotiation with Sokimo to extend the date for submission of the final feasibility
study.