(ABN 14 113 517 203)
ANNUAL REPORT
2024
For personal use only
Amani Gold Limited
Corporate Directory
Page 1
Directors
Glenn Whiddon
Kian Tan
James Bahen
Company Secretary
James Bahen
Registered Office
Suite 1, 295 Rokeby Road
Subiaco, WA, Australia 6008
Telephone:
+61 (08) 6186 3002
Auditors
Hall Chadwick WA Audit Pty Ltd
283 Rokeby Road
Subiaco WA 6008
Share Registry
Automic Registry Services
Level 5, 126 Phillip Street
Sydney NSW 2000
Telephone: 1300 288 664
Website:
www.amanigold.com
Securities trade on the Australian Securities Exchange – ANL
For personal use only
Amani Gold Limited
Contents
For the year ended 30 June 2024
Page 2
Review of Operations
3
Directors’ Report
4
Auditor’s Independence Declaration
15
Consolidated Statement of Profit or Loss and Other Comprehensive Income 16
Consolidated Statement of Financial Position
17
Consolidated Statement of Changes in Equity
18
Consolidated Statement of Cash Flows
20
Notes to the Consolidated Financial Statements
21
Directors’ Declaration
44
Independent Audit Report
45
Additional Shareholder Information
50
For personal use only
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2024
Page 3
REVIEW OF OPERATIONS
Sale of Giro Gold Project
In 2023, Amani Gold executed a binding term sheet (“Term Sheet”) with Mabanga Shining SARL (the “Purchaser”) for
the sale of Amani Gold’s shareholding in Amani Consulting SARL, the DRC based entity that holds the Giro Gold Project
for the cash payment of USD$30M payable in four tranches (the “Transaction”):
Tranche
Amount
Payment Date
First Tranche
US$5,000,000
Upon execution of the Term Sheet
Second Tranche
US$8,000,000
March 2024
Third Tranche
US$8,000,000
March 2025
Fourth Tranche
US$9,000,000
March 2026
During the period, the Company received the full amount for the Second Tranche payment of US$8,000,000. The
Company anticipates receiving the Third Tranche in line with the payment schedule.
Acquisition of Authium Project
During the period, the Company entered into a binding terms sheet (“Terms Sheet”) with Authium Ltd (ACN 653 683
286) (“Authium”) and the major shareholder of Authium.
Subsequent to the end of the period, the binding terms sheet entered with Authium was terminated by mutual
agreement between the Company and Authium (see ASX announcement titled “Agreement to Acquire Major Lithium
Resource in Nevada” dated 21 December 2023).
Board Appointments and Resignations
Subsequent to the end of the reporting period, Mr. Glenn Whiddon was appointed as Non-Executive Chairman and
Mr James Bahen and Mr Kian Tan were appointed as Non-Executive Directors of the Company.
In conjunction with these appointments, Mr. Conrad Karageorge, Mr Peter Huljich, Mr. Campbell Smyth and Ms. Anna
Nahajski-Staples resigned as directors of the Company.
Review of Capital Structure
As a result of the sale of Amani Consulting SARL, Amani Gold is undertaking a review of the future funding requirements
of the Company.
Based on Amani Gold’s current cash position and projected future cashflows to be received following the disposal of
the Company’s interest in the Giro Gold Project, the Company has initiated a minimum holding buy-back for holders
of unmarketable parcels of shares in the Company (Buy-Back). Under the ASX Listing Rules, any shareholding valued
at less than $500 is considered to be an “unmarketable parcel” of shares.
The Buy-Back will allow shareholders who hold unmarketable parcels of ordinary shares in Amani Gold (Eligible
Shareholders) to sell their shares back to the Company in accordance with the Company’s constitution, at the Buy-
Back price of $0.00035 per share (Authorised Price). In determining the Authorised Price, the Directors considered the
Company’s current cash position, less provisions for ongoing operating costs to collect the outstanding tranche
payment proceeds from the Giro Gold project sale and any potential liabilities. These shares will be cancelled once
transferred to the Company in accordance with the Corporations Act 2001 (Cth) (Corporations Act).
As outlined in the Booklet announced on 30 August 2024, the Company proposes to buy-back up to approximately
60% of the Shares on issue across the following equal access buy-back offers:
•
Up to 2,514,344,113 Shares (less any Shares that are bought back and cancelled under the UMP Buy-Back)
(First Equal Access Buy-Back); and
For personal use only
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2024
Page 4
•
Subject to Shareholder approval, the up to a further 12,871,720,563 Shares (Second Equal Access Buy-Back).
Further, the Company has been in discussions with ASX with respect to the potential removal of the Company from the
Official List of the ASX pursuant to Listing Rule 17.11.
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 2024 (“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.
Glenn Whiddon
Non-Executive Chairman
(appointed Director on 4 July 2024)
Mr Whiddon has an extensive background in equity capital markets, banking
and corporate advisory, with a specific focus on natural resources. Mr
Whiddon holds a degree in Economics and has extensive corporate and
management experience. He is currently Director of a number of Australian
and international public listed companies in the resources sector.
Mr Whiddon is also Non-Executive Chairman of Calima Energy Limited and
Caprice Resources Limited and Non-Executive Director of Minrex Resources
Limited and Carbine Resources Limited
James Bahen
Non-Executive Director
And Company Secretary
(appointed 4 July 2024)
Mr Bahen is currently a non-executive director and company secretary to a
number of ASX-listed companies and has a broad range of corporate
governance and capital markets experience, having been involved with
public company listings, mergers and acquisitions transactions and capital
raisings for ASX-listed companies across the resource industry. 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
Kian Tan
Non-Executive Director
(appointed Director on 4 July 2024)
Mr. Kian Tan, the current Financial Controller of the Company, has been
appointed as Non-Executive Director of the Company on an interim basis.
Mr. Tan is a Chartered Accountant with over 10 years of financial reporting,
accounting, advisory and auditing experience. He is currently a financial
accountant to a number of ASX-listed and Unlisted Public Companies. Mr. Tan
holds a Bachelor of Commerce degree from Curtin University and is an
associate member of the Chartered Accountants Australia and New Zealand.
Peter Huljich
Non-Executive Chairman
(appointed Director on 27 May 2021,
resigned Director 7 July 2024)
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.
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.
Mr Huljich is also an independent Non-Executive Director of ASX- listed, and,
Marco Metals Limited (ASX: M4M) and Zinc Of Ireland NL (ASX: ZMI). Formerly
a director of AVZ Minerals Limited (ASX: AVZ) (Resigned: 3 August 2022).
For personal use only
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2024
Page 5
Xiangfeng (Burt) Li
Non-Executive Director
(appointed Director on 5 April 2022
and resigned 28 September 2023)
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.
John Campbell Smyth
Non-Executive Director
(appointed Director on 27 May 2021,
resigned Director 7 July 2024)
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), Marco Metals Limited (ASX: M4M) and Non-Executive Chairman
of Orange Minerals NL (ASX:OMX).
Conrad Karageorge
Managing Director and CEO
(appointed Director on 10 March 2023,
resigned Director on 4 July 2024)
Mr Karageorge is a corporate adviser and resources executive with
experience in precious and base metals in Australia and Africa. He has
degrees in law and commerce and is admitted to practice law in Western
Australia. He has undertaken management and strategy consulting roles with
Amani Gold Limited (ASX:ANL), Argent Minerals Limited (ASX:ARD), Minrex
Resources Limited (ASX:MRR).
Mr Karageorge previously held a Non-Exectutive Director of Argent Minerals
Limited (ASX:ARD), Oranage Minerals NL (ASX:OMX) and Non-Executive
Director for Bassari Resources Limited (ASX:BSR).
Anna Nahajski-Staples
Non-Executive Director
(appointed Director on 28 August
2023, resigned Director on 4 July 2024)
Ms Nahajski-Staples is an investment banker with 30 years’ experience in
international capital markets.
Ms Nahajski-Staples has acted as corporate advisor to publicly listed
companies, advising on strategy, assets, M&A and funding initiatives and has
held CEO, Managing Director, Non-Executive and Chair board roles over the
past ten years.
Anna is a Fellow of FINSIA, a graduate of the Governance Institute of Australia
and the Australian Institute of Company Directors and studied accounting at
Harvard University before receiving a Bachelor of Business Administration from
the University of Washington with a focus on corporate finance
Ms Nahajski-Staples is a currently Managing Director of Moneghetti Minerals
Limited and a Non-Executive Director of Larvotto Resources (ASX: LRV).
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Amani Gold Limited
Directors’ Report
For the year ended 30 June 2024
Page 6
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 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 disposing of the Giro Gold Project.
The Company is reviewing its expenses, overheads, treasury and cash management strategy currently to ensure that
maximum returns are received with the cash held by the Company while it considers its next steps.
RESULTS AND DIVIDENDS
The consolidated loss after tax for the year ended 30 June 2024 was $16,245,264 (30 June 2023 $3,415,471). 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 0.065 cents (30 June 2023: 0.014 cents)
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
There were no other significant changes in the state of affairs of the Group other than as referred to elsewhere
in this consolidated annual report and in the accounts and notes attached thereto.
EVENTS SUBSEQUENT TO REPORTING DATE
On 4 July 2024 Mr. James Bahen has been appointed as Non-Executive Director, Mr. Glenn Whiddon has been
appointed as Non-Executive Chairman and Mr. Kian Tan has been appointed as Non-Executive Director of the
Company. Further, Mr. Conrad Karageorge and Ms. Anna Nahajski-Staples have resigned as directors of the
Company.
The Company by mutual agreement had terminated the binding term sheet with Authium Limited.
On 7 July 2024 Mr. Peter Huljich and Mr. Campbell Smyth had resigned as Non-Executive Directors of the Company.
On 19 August 2024 announced that it intends to undertake a minimum holding buy-back for holders of unmarketable
parcels of shares in the Company. The buy-back is still ongoing at the date of this report.
As outlined in the Booklet announced on 30 August 2024, the Company proposes to buy-back up to approximately
60% of the Shares on issue across the following equal access buy-back offers:
•
Up to 2,514,344,113 Shares (less any Shares that are bought back and cancelled under the UMP Buy-Back)
(First Equal Access Buy-Back); and
•
Subject to Shareholder approval, the up to a further 12,871,720,563 Shares (Second Equal Access Buy-Back)
The Company has been in discussions with ASX with respect to the potential removal of the Company from the Official
List of the ASX pursuant to Listing Rule 17.11.
Other than the above, 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.
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Amani Gold Limited
Directors’ Report
For the year ended 30 June 2024
Page 7
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Directors continue to assess additional opportunities within the mineral and energy sector.
Further, the Company has been in discussions with ASX with respect to the potential removal of the Company from the
Official List of the ASX pursuant to Listing Rule 17.11
The Directors are unable to comment on the likely results from the Company’s planned activities due to the speculative
nature of such activities.
Material business risks
The proposed future activities of the Consolidated Entity are subject to a number of risks and other factors which may
impact its future performance. Some of these risks can be mitigated by the use of safeguards and appropriate controls.
However, many of the risks are outside the control of the directors and management of the Company and cannot be
mitigated. An investment in the Company is not risk free and should be considered speculative.
This section provides a non-exhaustive list of the risks faced by the Consolidated Entity or by investors in the Company.
The risks should be considered in connection with forward looking statements in this Annual Report. Actual events may
be materially different to those described and may therefore affect the Consolidated Entity in a different way.
Investors should be aware that the performance of the Consolidated Entity may be affected by these risk factors and
the value of its Shares may rise or fall over any given period. None of the directors or any person associated with the
Consolidated Entity guarantee the Consolidated Entity’s performance.
Business risks
Mitigating actions
Human Resources and Occupational Health and
Safety
-
Hazardous activities: The Company’s activities
may be hazardous, with potential to cause
illness or injury.
-
Strong
human
resources
and
employee
relations framework.
-
Competitive remuneration structure focused
on attracting diverse, engaged and suitably
qualified employees and consultants.
-
The
nascent
industry
is
advancing
and
progressively
developing
Australian-based
knowledge and skills.
-
Industry standard safety management system.
-
Embedded safety culture.
-
Regular review safety management system.
Finance
-
The need to fund activities.
-
Future funding risk: Continued activities are
dependent on the Company being able to
secure future funding from equity markets
-
The Company may need to engage in equity
for continued activites. Any additional equity
financing may be dilutive to Shareholders, as
pricing
of
the
Company’s
shares
are
dependent on endogenous and exogenous
outcomes.
-
There can be no assurance that such funding
will be available on satisfactory terms or at all at
the relevant time. Any inability to obtain
sufficient financing for the Company’s activities
and future projects may result in the delay or
cancellation of certain activities or projects,
which
would
likely
adversely
affect
the
potential growth of the Company.
Regulatory Approvals and Social Licence to
Operate
-
The Company’s activities may depend on
receipt of regulatory approvals There is a risk
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Directors’ Report
For the year ended 30 June 2024
Page 8
Business risks
Mitigating actions
that required approvals may be delayed or
declined.
Maintenance of positive relationships with
stakeholders and the community, particularly
traditional owners, is important in ensuring The
Company retains its social licence to operate.
-
The Company has engaged expert consultants
to undertake required baseline environmental
assessments and to prepare major approval
application documents to ensure it meets
regulatory requirements.
The
Company
considers
potential
environmental impacts as a key factor in it
project design and evaluation and will ensure
impacts are reduced to as low as reasonably
practicable.
-
The Company has engaged legal support for
the negotiation and preparation of Land
Access Agreements with Traditional Owners, to
ensure we obtain free, prior and informed
consent for our activities.
-
The
Company
has
prepared
and
is
implementing a Stakeholder Engagement Plan
to enable planning and implementation of
meaningful and positive engagement with our
stakeholders to ensure we retain our social
licence to operate.
Changes in Federal and State Regulations
-
Changes in Federal or State Government
policies or legislation may impact royalties,
tenure, land access and labour relations.
-
The Board regularly assesses developments in
State and Federal legislation and policies and
regularly
engages
with
Government
Departments.
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 2024 are:
Directors’ meetings held during
period of office
Directors’ meetings attended
Conrad Karageorge
5
5
Burt Li
-
-
John Smyth
5
5
Peter Huljich
5
5
Anna Nahajski-Staples
5
5
There were 6 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.
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:
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Amani Gold Limited
Directors’ Report
For the year ended 30 June 2024
Page 9
Fully Paid
Ordinary Shares
Listed Options
Performance
Rights
John Smyth ¹
551,847,737
-
450,000,000
Peter Huljich¹
460,800,000
-
450,000,000
Burt Li¹
-
-
-
Conrad Karageorge¹
450,000,0000
-
450,000,000
Anna Nahajski-Staples¹
-
-
-
James Bahen
100,000,000
-
200,000,000
Glenn Whiddon
-
-
-
Kian Tan
-
-
-
¹ These amounts represent the date the Directors resigned.
SHARE OPTIONS AND PERFORMANCE RIGHTS
As at the date of this report, the following performance rights were on issue.
Number
Vesting Price
Expiry Date
Performance Rights
400,000,000
$0.002
15 December 2026
400,000,000
$0.003
15 December 2026
450,000,000
N/A
13 September 2027
300,000,000
N/A
13 March 2027
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 3 to 4 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.
. 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.
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.
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Amani Gold Limited
Directors’ Report
For the year ended 30 June 2024
Page 10
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. Directors may be entitled to stipend allowance. The remuneration of the non-
executive Directors for the year ending 30 June 2024 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
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 2024 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.
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Directors’ Report
For the year ended 30 June 2024
Page 11
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.. No dividends have been paid.
2024
2023
2022
2021
2020
Net Profit/(loss) attributable
to equity holders of the
Company
($16,245,264)
($3,415,471)
($4,746,154)
($4,188,210)
($3,983,939)
Dividends paid
-
-
-
-
-
Change in share price
Nil cents
Nil cents
Nil cents
Nil cents
(0.001)cents
Service agreements
Mr Karageorge is employed under a formal services agreement to act as Managing Director and 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 2024
Director
Cash
Salary
$
Other
Fees
$(viii)
Termination
Benefits
$
Post
Employment
Superannuation
$
EquityValue of
Incentive
securities
$
Total
$
Incentive
securities as a
Percentage of
Remuneration %
K P Eckhof (i)
2024
-
-
-
-
-
-
-
Chairman
2023
240,000
-
-
-
-
240,000
-
C Karageorge (ii)
2024
180,000
191,094
-
-
370,788
741,882
51%
Managing Director
2023
188,000
-
-
-
295,900
483,900
61%
Anna Nahajski-Staples (iii)
2024
50,979
11,477
-
-
-
62,456
-
Non-executive
2023
-
-
-
-
-
-
-
John Smyth (iv)
2024
60,000
88,897
-
-
370,788
519,685
71%
Non-executive
2023
75,000
-
-
-
295,900
370,900
80%
Peter Huljich (v)
2024
60,000
87,000
-
-
370,788
517,788
72%
Non-executive
2023
79,354
-
-
-
295,900
375,254
79%
Burt Li (vi)
2024
-
-
-
-
-
-
-
Non-executive
2023
-
-
-
-
-
-
-
Total
2024
350,979
378,468
-
-
1,112,364
1,841,811
2023
582,354
-
-
-
887,700
1,470,054
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Amani Gold Limited
Directors’ Report
For the year ended 30 June 2024
Page 12
(i)
Mr Eckhof was appointed as a director on 30 January 2019 and resigned on 10 March 2023.
(ii)
Mr Karageorge was appointed as CEO on the 7 December 2021 and then Managing Director on 10 March 2023.
(iii) Ms Staples was appointed as a non-executive director on the 28 August 2023.
(iv) Mr Smyth was appointed as a non-executive director on the 27 May 2021.
(v)
Mr Huljich was appointed as a non-executive director on the 27 May 2021.
(vi) Burt Li was appointed as non-executive Director on 11 March 2022 and resigned on 28 September 2023. Burt Agreed not to be paid during
the FY23 and FY24 year.
(vii) Mr Whiddon was appointed as a non-executive director on the 26 June 2024.
(viii) These are fees associated to stipend allowance, additional consulting fees and other business related costs. Other Fees have been
approved by the board of Directors.
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 2024 and details on performance rights that vested during the year ended 30 June 2024 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
Issued during the year:
John Smyth:
27/08/2023 Rights
- tranche 1
100,000,000
17/08/2023
$0.00100
-
N/A
13/03/2024
$100,000
- tranche 2
100,000,000
17/08/2023
$0.00100
-
N/A
13/03/2025
$100,000
- tranche 3
50,000,000
17/08/2023
$0.00100
-
N/A
13/03/2026
$50,000
- tranche 4
50,000,000
17/08/2023
$0.00100
-
N/A
13/03/2027
$50,000
Peter Huljich:
27/08/2023 Rights
- tranche 1
100,000,000
17/08/2023
$0.00100
-
N/A
13/03/2024
$100,000
- tranche 2
100,000,000
17/08/2023
$0.00100
-
N/A
13/03/2025
$100,000
- tranche 3
50,000,000
17/08/2023
$0.00100
-
N/A
13/03/2026
$50,000
- tranche 4
50,000,000
17/08/2023
$0.00100
-
N/A
13/03/2027
$50,000
Conrad Karageorge
27/08/2023 Rights
- tranche 1
100,000,000
17/08/2023
$0.00100
-
N/A
13/03/2024
$100,000
- tranche 2
100,000,000
17/08/2023
$0.00100
-
N/A
13/03/2025
$100,000
- tranche 3
50,000,000
17/08/2023
$0.00100
-
N/A
13/03/2026
$50,000
- tranche 4
50,000,000
17/08/2023
$0.00100
-
N/A
13/03/2027
$50,000
Tranche 1 - The First Tranche Completion
Tranche 2 - Company receiving Second Tranche payment of US$8,000,000.
Tranche 3 - Company receiving Third Tranche payment of US$8,000,000.
Tranche 4 - Company receiving Fourth Tranche payment of US$9,000,000
Tranche 1 and 2 have vested during the year. Total Share based payment expense related to the above is $685,303.
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 2023
Acquired
Other
Movements³
Balance at
30 June 2024
Directors
John Smyth
351,847,797
-
200,000,000
551,847,797
Peter Huljich
260,800,000
-
200,000,000
460,800,000
Burt Li2
-
-
-
-
Conrad Karageorge
250,000,000
-
200,000,000
450,000,000
Anna Nahajski-Staples1
-
-
-
-
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 John Smyth, Peter Huljich and Conrad Karageorge 200,000,000 shares each from the conversion of the
performance rights.
For personal use only
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2024
Page 13
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 2023
Acquired
Expired
Balance at
30 June 2024
Directors
John Smyth
142,500,000
-
(142,500,000)
-
Peter Huljich
35,000,000
-
(35,000,000)
-
Burt Li2
-
-
-
-
Conrad Karageorge
-
-
-
-
Anna Nahajski-Staples1
-
-
-
-
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.
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 2023
Received as
Remuneration⁴
Exercised /
Vested³
Expired
Balance at
30 June 2024
Directors
John Smyth
350,000,000
300,000,000
(200,000,000)
-
450,000,000
Peter Huljich
350,000,000
300,000,000
(200,000,000)
-
450,000,000
Burt Li2
-
-
-
-
-
Conrad Karageorge
350,000,000
300,000,000
(200,000,000)
-
450,000,000
Anna Nahajski-Staples1
-
-
-
-
-
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.
⁴ The performance right issued during the year vesting conditions can be located at note 15.
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 2023 Annual General Meeting
The 2023 Remuneration Report tabled at the 2023 Annual General Meeting received a “no” vote of 37.48% against.
This constitutes a “first strike’ of the remuneration report for the purposes of the Corporations Act 2001 (Cth).
End of Audited Remuneration Report
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 $24,279 (2023 - $23,500) relates to:
For personal use only
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2024
Page 14
•
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 2023
to 30 June 2024 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 2024 Hall Chadwick WA Audit Pty Ltd $Nil (2023: $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, Hall Chadwick WA Audit 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.
Glenn Whiddon
Non-Executive Chairman
30th September 2024
For personal use only
To the Board of Directors,
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001
As lead audit director for the audit of the financial statements of Amani Gold Limited for the year ended 30
June 2024, I declare that to the best of my knowledge and belief, there have been no contraventions of:
•
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
•
any applicable code of professional conduct in relation to the audit.
Yours Faithfully
HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA
Director
Dated this 30th day of September 2024
Perth, Western Australia
For personal use only
Amani Gold Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2024
Page 16
Notes
2024
2023
$
$
Revenue from continuing operations
2
156,781
34,108
Cost of sales
-
-
Gross profit
156,781
34,108
Consultants and corporate costs
(2,078,328)
(798,310)
Employee benefits expense
(346,260)
(322,000)
Share based payments expense
3, 15
(1,224,713)
(1,093,878)
Depreciation expense
(21,978)
(27,676)
Occupancy expenses
(33,022)
(47,675)
Travel expenses
(60,063)
(54,643)
Foreign exchange gain/(loss)
(1,080,776)
84,678
Acquisition related cost written off
(575,754)
-
Unwinding of discount
9(a)
1,227,434
-
Other
-
(4,819)
Loss before related income tax
(4,036,679)
(2,230,215)
Income tax (expense)/benefit
5
-
-
Loss for the year from continuing operations
(4,036,679)
(2,230,215)
Loss for the year from discontinued operations
9(a)
(12,208,585)
(1,185,256)
Loss for the year
(16,245,264)
(3,415,471)
Net Loss attributable to:
Owners of Amani Gold Limited
(16,208,024)
(2,885,573)
Non-controlling interest
(37,240)
(529,898)
(16,245,264)
(3,415,471)
Other comprehensive income
Exchange differences on translation of foreign
operations
(4,100,726)
869,236
Total comprehensive income for the year
(20,345,990)
(2,546,235)
Total comprehensive income attributable to:
Owners of Amani Gold Limited
(20,308,750)
(1,908,709)
Non-controlling interest
(37,240)
(637,526)
(20,345,990)
(2,546,235)
Earnings/(Loss) per share from continuing operations attributable
to the members of Amani Gold Limited
Basic and diluted loss per share
6
(0.016) cents
(0.009) cents
Earnings/(Loss) per share from discontinued operations
attributable to the members of Amani Gold Limited
Basic and diluted loss per share
6
(0.049) cents
(0.005) cents
Earnings/(Loss) per share from discontinued operations
attributable to the members of Amani Gold Limited
Basic and diluted loss per share
6
(0.065) cents
(0.014) cents
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes.
For personal use only
Amani Gold Limited
Consolidated Statement of Financial Position
As at 30 June 2024
Page 17
Notes
2024
2023
$
$
Current Assets
Cash and cash equivalents
8
14,640,860
6,945,529
Other receivables
9
11,324,003
71,795
Asset Held for Sale
9a
-
32,282,704
Total Current Assets
25,964,863
39,300,028
Non-Current Assets
Property, plant & equipment
10
-
2,454
Exploration and evaluation expenditure
11
-
-
Right of Use Asset
12
20,664
40,185
Total Non-Current Assets
20,664
42,639
Total Assets
25,985,527
39,342,667
Current Liabilities
Trade and other payables
13
348,028
463,545
Right of Use Liability
12
27,702
27,702
Funds received in advanced of sale
9a
-
7,541,478
Total Current Liabilities
375,730
8,032,725
Non-Current Liabilities
Right of Use Liability
12
410
22,997
Total Non-Current Liabilities
410
22,997
Total Liabilities
376,140
8,055,722
Net Assets
25,609,387
31,286,945
Equity
Contributed equity
14
95,692,714
95,096,996
Reserves
16
10,303,398
13,779,411
Accumulated losses
(80,247,748) (64,039,724)
Capital and reserves attributed to the
owners of Amani Gold Limited
25,748,364
44,836,683
Non-controlling interest
16
(138,977) (13,549,738)
Total Equity
25,609,387
31,286,945
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
For personal use only
Amani Gold Limited
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Page 18
Foreign
Currency
Translation
Reserve
Contributed
Equity
Accumulated
Losses
Option Premium
Reserve
Share based
Reserves
Non-controlling
interest
Total Equity
$
$
$
$
$
$
$
Balance at 1 July 2022
92,994,343
(61,842,373)
3,084,128
7,606,950
2,891,813
(12,912,212)
31,822,649
Loss for the year
-
(2,885,573)
-
-
-
(529,898)
(3,415,471)
Exchange differences on translation of
foreign operations
-
-
-
-
976,864
(107,628)
869,236
Total comprehensive income for the
year
-
(2,885,573)
-
-
976,864
(637,526)
(2,546,235)
Share issue
1,000,000
-
-
-
-
-
1,000,000
Share issue costs
(83,347)
-
-
-
-
-
(83,347)
Share based payments expense –
Conversion of rights
1,186,000
-
-
(1,186,000)
-
-
-
Share based payments expense –
rights
-
-
-
1,093,878
-
-
1,093,878
Expiry of Share based payment
-
688,222
-
(688,222)
-
-
-
Transactions with non-controlling
-
-
-
-
-
-
-
Balance at 30 June 2023
95,096,996
(64,039,724)
3,084,128
6,826,606
3,868,677
(13,549,738)
31,286,945
r personal use only
Amani Gold Limited
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Page 19
Contributed
Equity
Accumulated
Losses
Option Premium
Reserve
Share based
Reserves
Foreign
Currency
Translation
Reserve
Non-controlling
interest
Total Equity
$
$
$
$
$
$
$
Balance at 1 July 2023
95,096,996
(64,039,724)
3,084,128
6,826,606
3,868,677
(13,549,738)
31,286,945
Loss for the year
-
(16,208,024)
-
-
(37,240)
(16,245,264)
Exchange differences on translation of
foreign operations
-
-
-
-
(5,065,192)
-
(5,065,192)
Divestment of subsidiaries, operations
and joint operations Foreign Exchange
-
-
-
-
964,466
-
964,466
Total comprehensive income for the
-
(16,208,024)
-
-
(4,100,726)
(37,240)
(20,345,990)
Transactions with equity holders in their
capacity as equity holders
Share issue
-
-
-
-
-
-
-
Share issue costs
(4,282)
-
-
-
-
-
(4,282)
Share based payments expense -
performance rights
-
-
-
1,224,713
-
-
1,224,713
Share based payments expense –
conversion of performance rights
600,000
-
-
(600,000)
-
-
Derecognition of NCI on disposal of
subsidiary interests
-
-
-
-
-
13,448,001
13,448,001
Balance at 30 June 2024
95,692,714
(80,247,748)
3,084,128
7,451,319
(232,049)
(138,977)
25,609,387
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
r personal use only
Amani Gold Limited
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
Page 20
Notes
2024
2023
$
$
Cash Flows from Operating Activities
Receipts from customers
-
-
Payments to suppliers and employees
(3,327,733)
(1,655,522)
Interest received
156,781
13,410
Net Cash outflows from Operating Activities
20
(3,170,952)
(1,642,112)
Cash Flows from Investing Activities
Funds Received in advance for sale
12,185,000
7,541,478
Payments for exploration and development
expenditure
(1,114,711)
(3,667,365)
Net Cash outflows from Investing Activities
11,070,289
3,874,113
Cash Flows from Financing Activities
Proceeds from securities issues
-
1,000,000
Securities issue expenses
-
(31,089)
Lease Payment
(22,588)
(43,333)
Net Cash inflows/(outflows) from Financing
Activities
(22,588)
925,578
Net increase / (decrease) in Cash and Cash
Equivalents
7,876,749
3,157,579
Cash and cash equivalents at the beginning of the
year
6,945,529
3,804,534
Effects of exchange rate fluctuations on the
balances of cash held in foreign currencies
(181,418)
(16,584)
Cash and Cash Equivalents at End of Year
8
14,640,860
6,945,529
The above consolidated statement of cash flows should be read in conjunction with the accompanying
notes.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 21
1.
SUMMARY OF MATERIAL 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 2024, 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.
At 30 June 2024, the Group had cash balances of $14,640,860 (2023 $6,945,529).
The directors have prepared cash flow projections that support the ability of the Group to continue as a going concern.
They are confident that Giro Project sale has been completed.The ongoing operation of the Group is dependent
upon:
•
The Group obtaing payment from the Giro Sale; and/or
•
The Group reducing expenditure in line with available funding.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 2023.
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 2024. 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).
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 22
1. SUMMARY OF MATERIAL ACCOUNTING POLICIES – continued
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 22 has been prepared on the
same basis as the consolidated financial statements.
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 and Tanzania 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.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 23
1. SUMMARY OF MATERIAL ACCOUNTING POLICIES – continued
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.
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
2024, 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.
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.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 24
1. SUMMARY OF MATERIAL ACCOUNTING POLICIES – continued
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.
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.
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.
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.
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.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 25
1. SUMMARY OF MATERIAL ACCOUNTING POLICIES – continued
(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.
(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
2024
2023
$
$
2.
REVENUE
Other revenue includes the following:
Interest - other parties
156,781
13,410
Other
-
20,698
156,781
34,108
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 26
3.
EXPENSES
During the year share based payments expense of $1,224,713 (2023: $1,093,878) were
recorded as an expense with a further $Nil (2023: $Nil) recorded in equity as share issue costs
related to a capital raising.
4.
AUDITOR’S REMUNERATION
2024
2023
Audit or review services:
$
$
Amounts paid or payable to auditors of the Group – Hall
Chadwick WA Audit Pty Ltd
55,395
45,000
In addition, during the year Hallchadwick WA Pty Ltd provided $Nil (2023: $Nil) in non-audit
related services.
Consolidated
2024
2023
$
$
5.
INCOME TAX EXPENSE
(a) The prima facie tax benefit at 30% (2023: 30%) on
loss for the year is reconciled to the income tax
provided in the financial statements as follows:
Profit / (loss) before income tax from continuing
operations
(4,036,679)
(3,415,471)
Prima facie income tax expense / (benefit) @ 25%
(2023: 30%)
(1,009,169)
(1,024,639)
Tax effect of permanent differences:
Capital raising costs
(46,433)
(55,464)
Accruals
23,278
(6,953)
Legal Fees
146,250
Accounting depreciation
4,880
-
Exploration expenses
142,292
(1,070,209)
Other Temporary Expenses
-
1,820
Movements from prior year
(7,013)
-
Employee option expense / share based
payments
306,178
328,163
(439,737)
(1,827,282)
Income tax benefit not brought to account
439,737
1,827,282
Income tax expense
-
-
(b) The following deferred tax balances have not been
recognised:
Deferred Tax Assets at 25% (2023: 30%):
- Carry forward revenue losses
4,698,550
25,895,064
- Capital raising costs
263,313
133,430
- Tax depreciation
-
-
- Provisions and accruals
121,112
8,400
5,082,975
26,036,894
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 27
As the Group’s income is passive, it is not considered a base rate entity. Accordingly a 25% 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
2024
Cents
2023
Cents
6.
EARNINGS PER SHARE
Basic and diluted loss per share- Continuing Operations
(0.016)
(0.009)
Basic and diluted loss per share – Discontinued Operations
(0.049)
(0.005)
2024
Number
2023
Number
Weighted average number of ordinary shares used in the
calculation of basic and diluted loss per share
25,164,810,988 24,288,372,632
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 one reportable segments, being mineral exploration
in Africa. As the Group is focused on mineral exploration. The Board monitors the Group based on actual versus
budgeted exploration expenditure incurred by area of interest for exploration activities.
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.
Consolidated
2024
2023
$
$
8.
CASH AND CASH EQUIVALENTS
Cash at bank and in hand
14,640,860
6,945,529
-
Cash at bank earns interest at floating rates based on daily bank deposit rates. Refer Note 17.
Consolidated
2024
2023
$
$
9.
OTHER RECEIVABLES
Current
Other receivables (a)
11,324,003
71,795
Asset held for Sale – Refer (a)
-
32,282,704
11,324,003
32,354,499
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 28
None of the reported receivables are past due or require impairment.
Refer to Notes 17(a) and 17(b) for information about the Group’s exposure to credit and liquidity risk.
9(a) – ASSET HELD FOR SALE AND OTHER RECEIABLES
Amani Gold Limited has executed a binding term sheet (“Term Sheet”) with Mabanga Mining SARL (the “Purchaser”)
for the sale of Amani Gold’s shareholding in Amani Consulting SARL, the DRC based entity that holds the Giro Gold
Project for the cash payment of USD$30M.
Pursuant to the Term Sheet, the Purchaser has agreed to acquire the Company’s 850 shares (“Sale Shares”)
representing 85% of the total issued share capital in Amani Consulting, the entity that holds a 65% interest in Giro
Goldfields SARL, a DRC registered company and holder of the two exploitation permits comprising the Giro Gold
Project. Société Minière De Kilo Moto SA (“SOKIMO”), a company wholly owned by the DRC Government holds the
remaining 35% interest. The sale was approved subsequent to year end.
Under the SPA, the Purchaser shall pay the Company a total of USD$30M pre-tax consisting of the following tranches:
• First Tranche – US$5,000,000 payable to the Company upon execution of the Term Sheet;
• Second Tranche - US$8,000,000 payable to the Company within one (1) year of the payment of the First Tranche;
• Third Tranche - US$8,000,000 payable to the Company within one (1) year of the payment of the Second Tranche;
and
• Fourth Tranche - US$9,000,000 payable to the Company within one (1) year of the payment of the Third Tranche to
the Seller.
Pursuant to the Term Sheet, the Purchaser has agreed to acquire the Company’s 850 shares (“Sale Shares”)
representing 85% of the total issued share capital in Amani Consulting, the entity that holds a 65% interest in Giro
Goldfields SARL, a DRC registered company and holder of the two exploitation permits comprising the Giro Gold
Project. Société Minière De Kilo Moto SA (“SOKIMO”), a company wholly owned by the DRC Government holds the
remaining 35% interest.
As a result of the sale agreement, Giro Project has been classified as ‘held for sale’ as at 30 June 2023. The sale was
subject to shareholder approval, which was received in the period. Loss of control occurred on 23 October 2023.
Details of the sale of the subsidiary
$
Consideration
Fair Value of receivables - Cash and Receivables
31,126,549
Total Disposal Consideration
31,126,549
Carrying amount of assets sold
(32,390,591)
Carrying amount of liabilities sold
3,514,685
Gain/(loss) on sale before income tax and de-recognition
of non-controlling interest in Amani Consulting
(28,875,906)
Derecognise foreign exchange
(964,466)
Derecognise non-controlling interest
(13,448,001)
(43,288,373)
Loss on sale after income tax
(12,161,840)
Loss incurred in Discontinued Entities
(46,745)
Discontinue Loss for the period
(12,208,585)
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 29
The fair value of receivables has been assessed using a discount rate to reflect the credit risk and the time value of
money. The fourth tranche has been determined to have been provided under the expected credit loss provision as
at the date of the transaction. The board will reassess the likelihood of recovering the final tranche payment at each
subsequent reporting date. Discount rate of 11% has been assessed and applied on the remaining tranches where
applicable. Unwinding of discount was $1,227,434 during the period.
Recognition and Measurement
An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value
less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal
group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously
recognised by the date of the sale of the noncurrent asset (or disposal group) is recognised at the date of de-
recognition.
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and
that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated
plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to
resale. The results of discontinued operations are presented separately in the statement of profit or loss.
10. PROPERTY, PLANT AND EQUIPMENT
Consolidated
2024
2023
$
$
Plant and equipment
At cost
278,683
278,683
Less accumulated depreciation
(278,683)
(276,228)
-
2,454
Consolidated
11. EXPLORATION AND EVALUATION EXPENDITURE
2024
$
2023
$
Exploration and evaluation phase – at cost
Balance at the beginning of the year
-
28,785,048
Expenditure incurred during the year
(a)
-
3,567,365
Impairment
-
-
Foreign currency translation difference movement
-
785,006
Transfer to Asset Held for Sale
-
(33,137,419)
Carrying amount at the end of the year
-
-
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.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 30
Consolidated
2024
2023
$
$
12. RIGHT OF USE ASSET AND LEASE LIABILITY
Right Of Use Asset
Balance at 1 July
40,185
100,638
Disposal
-
-
Additions
-
-
Adjustment to lease value
-
(37,910)
Depreciation
(19,521)
(22,543)
20,664
40,185
Lease Liability
Lease Liabilities- Current
27,702
27,702
Lease Liabilities- Non- Current
410
22,997
28,112
50,699
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
2024
2023
$
$
13. TRADE AND OTHER PAYABLES
Current
Trade and other payables
348,028
463,545
348,028
463,545
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.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 31
14. CONTRIBUTED EQUITY
CONSOLIDATED
2024
2023
$
$
(a) Issued and paid-up share capital
Ordinary
shares,
fully
paid
25,743,441,125
(2023:
25,143,441,125)
95,692,714
95,096,996
Movements in Ordinary Shares:
Details
Number of
Shares
$
Balance at 1 July 2022
23,293,441,125
92,994,343
Placement issue of shares at $0.001 each in December 2022
1,000,000,000
1,000,000
Conversion of Performance Rights
850,000,000
1,186,000
Less: Share issue costs
-
(83,347)
Balance at 30 June 2023
25,143,441,125
95,096,996
Balance at 1 July 2023
25,143,441,125
95,096,996
Conversion of Performance Rights
600,000,000
600,000
Less: Share issue costs
-
(4,282)
Balance at 30 June 2024
25,743,441,125
95,692,714
(b) Listed Share Options
Exercise Period
Note
Exercise
Price
Opening
Balance
1 July
2023
Issued
2023/24
Exercised/
Cancelled/
Expired
2023/24
Closing
Balance
30 June 2024
Number
Number
Number
Number
15 Jan 2021 – 15 Jan
2024
$0.0015
3,730,180,637
-
(3,730,180,637)
-
25 Nov 2021 – 15 Jan
2024
(i)
$0.0015
5,750,000,000
-
(5,750,000,000)
-
9,480,180,637
-
(9,480,180,637)
-
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 32
14.
CONTRIBUTED EQUITY - continued
(c) Unlisted Options
2024 - Options to take up ordinary shares in the capital of the Company have been granted as follows:
Exercise
Period
Not
e
Exercise
Price
Opening
Balance
1 July 2023
Options
Issued
2023/24
Exercised/
Cancelled/
Expired
2023/24
Closing
Balance
30 June 2024
Number
Number
Number
Number
15 Jan 2020 – 15 Jan 2023
(i)
0.0075
-
-
-
-
15 Jan 2020 – 15 Jan 2023
(i)
0.01
-
-
-
-
15 Jan 2020 – 15 Jan 2023
(i)
0.0125
-
-
-
-
-
-
-
-
Weighted average exercise price
($)
-
-
-
-
2023 - Options to take up ordinary shares in the capital of the Company have been granted as follows:
Exercise
Period
Not
e
Exercise
Price
Opening
Balance
1 July 2022
Options
Issued
2022/23
Exercised/
Cancelled/
Expired
2022/23
Closing
Balance
30 June 2023
Number
Number
Number
Number
15 Jan 2020 – 15 Jan 2023
(i)
0.0075
12,000,000
- (12,000,000)
-
15 Jan 2020 – 15 Jan 2023
(i)
0.01
12,000,000
- (12,000,000)
-
15 Jan 2020 – 15 Jan 2023
(i)
0.0125
12,000,000
- (12,000,000)
-
36,000,000
- (36,000,000)
-
Weighted average exercise price
($)
0.0100
-
0.0100
-
(i)
In the 2020 year, 36 million options were issued to a corporate advisor for financial advisory services. These expired
during the year.
The weighted average contractual life of the unlisted options are Nil (2023: Nil) 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.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 33
14.
CONTRIBUTED EQUITY - continued
(d) Performance Rights
2024 - Performance Rights over ordinary shares in the capital of the Company have been granted as follows:
Expiry date
Not
e
Opening
Balance
1 July 2023
Issued
2023/24
Exercised/
Cancelled
2023/24
Closing
Balance
30 June 2024
Number
Number
Number
Number
13 September 2027
(i)
-
900,000,000
(600,000,000)
300,000,000
31 December 2026
(ii)
800,000,000
-
-
800,000,000
30 November 2027
(iii)
450,000,000
-
-
450,000,000
1,250,000,000 900,000,000
(600,000,000)
1,550,000,000
2023 - Performance Rights over ordinary shares in the capital of the Company have been granted as follows:
Expiry date
Not
e
Opening
Balance
1 July 2022
Issued
2022/23
Exercised/
Cancelled
2022/23
Closing
Balance
30 June 2023
Number
Number
Number
Number
31 December 2022
349,999,998
-
(349,999,998)
-
31 December 2026
(ii)
1,200,000,000
-
(400,000,000)
800,000,000
30 November 2027
(iii)
-
900,000,000
(450,000,000)
450,000,000
1,549,999,998 900,000,000
(1,199,999,998)
1,250,000,000
(i)
Performance rights vest subject to meeting specific performance conditions. 900 million performance rights were
issued comprising four tranches. All tranches of performance rights have non-market vesting conditions being
Tranche 1 (300 Million) - First tranche completion from Giro Sale, Tranche 2 (300 million) – Second tranche
completion from Giro Sale, Tranche 3 (150 million) - Third tranche completion from Giro Sale and Tranche 4 (150
million) – Fourth tranche completion from Giro Sale. During the period tranche 1 and 2 fully vested and exercised,
which led to the conversion to ordinary shares A balance of $685,313 was recognised as a share-based payment
expense during the period.Performance rights vest subject to meeting specific performance conditions.
600,000,000 million shares of the performance rights were converted to fully paid shares. Valuation performed at
note 15.
(ii)
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. During the
period tranche 1 fully vested and exercised, which led to the conversion to ordinary shares. A balance of $449,400
was recognised as a share-based payment expense during the period.
(iii) Performance rights vest subject to meeting specific performance conditions. 900 million performance rights were
issued comprising two tranches of 300 million each. All tranches of performance rights have non- market vesting
condition being the Company receiving a defined JORC 2012 compliant Resource in the measured category of
not less than 1,000,000 ounces of gold with a minimum cut off grade of 1g/t at any of the Company’s projects, as
verified by an independent competent person. (tranche 1); The Company completing and releasing a JORC
2012 compliant prefeasibility study for the Company’s Giro Project to the market (tranche 2). Each right is
converted to one ordinary share upon vesting. The company has assigned a probability of 100% of vesting. A
balance of $90,000 was recognised as a share-based payment expense during the period. The valuation inputs
are located in the below table.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 34
(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 (2023: 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):
2024
2024
2023
2023
Number
$
Number
$
2020 Performance rights to director, Mr Yu (i)
137,500,000
-
137,500,000
30,556
2020 Performance rights to director, Mr Chan (i)
40,000,000
-
40,000,000
8,889
2020 Performance rights to director, Mr Eckhof (i)
137,500,000
-
137,500,000
30,556
2020 Performance rights to director, Mr Thomas (i)
30,000,000
-
30,000,000
6,666
2020 Performance rights to other parties (i)
4,999,998
-
4,999,998
1,111
2021 Performance rights to Mr Eckof (i)
1,000,000,000
-
1,000,000,000
-
2022
Performance
rights
to
Directors
and
Consultants (ii)
1,200,000,000
449,400
1,200,000,000
513,600
2023
Performance
rights
to
Directors
and
Management (iii)
900,000,000
90,000
900,000,000
502,500
2024
Performance
rights
to
Directors
and
Management (iv)
900,000,000
685,313
-
-
Total
4,349,999,998
1,224,713
3,449,999,998
1,093,878
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 35
15. SHARE BASED PAYMENTS EXPENSE – continued
(i)
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 $nil was recognised as a share based
payment expense during the year.
(ii)
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 $449,400 was recognised as a share-based payment expense during the period. This was valued
using the Barrier pricing model. 400 million shares vested and converted to ordinary shares in the previous
year.
(iii)
Performance rights vest subject to meeting specific performance conditions. 900 million performance rights
were issued comprising of two tranches of 450 million each. All tranches of performance rights have non-
market vesting condition being:
•
The Company receiving a defined JORC 2012 compliant Resource in the measured category of not less
than 1,000,000 ounces of gold with a minimum cut off grade of 1g/t at any of the Company’s projects,
as verified by an independent competent person.
•
The Company completing and releasing a JORC 2012 compliant prefeasibility study for the Company’s
Giro Project to the market.
A balance of $90,000 was recognised as a share-based payment expense during the period. Each right is
converted to one ordinary share upon vesting. 450 millions performances rights vested during the year.
(iv)
Performance rights vest subject to meeting specific performance conditions. 900 million performance rights
were issued comprising four tranches. All tranches of performance rights have non-market vesting conditions
being Tranche 1 (300 Million) - First tranche completion from Giro Sale, Tranche 2 (300 million) – Second
tranche completion from Giro Sale, Tranche 3 (150 million) - Third tranche completion from Giro Sale and
Tranche 4 (150 million) – Fourth tranche completion from Giro Sale. During the period tranche 1 and 2 fully
vested and exercised, which led to the conversion to ordinary shares A balance of $685,313 was recognised
as a share-based payment expense during the period.Performance rights vest subject to meeting specific
performance conditions. 600,000,000 million shares of the performance rights were converted to fully paid
shares. Valuation performed below
The fair value per Performance Right issue during the year and the following inputs were used in the valuation
model:
Performance Rights
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Grant Date
17/08/2023
17/08/2023
17/08/2023
17/08/2023
Expiry Date
13/03/2024
13/03/2025
13/03/2026
13/09/2027
Issue Date
13/09/2023
13/09/2023
13/09/2023
13/09/2023
No. of Rights
300,000,000
300,000,000
150,000,000
150,000,000
Exercise Price
Nil
Nil
Nil
Nil
Expected volatility
100%
100%
100%
100%
Risk-free rate
3.14%
3.14%
3.14%
3.14%
Vesting Period
6 Months
18 Months
30 Month
48 Months
Underlying security price
at issue ($)
0.001
0.001
0.001
0.001
Fair Value per
Performance Right ($)
0.001
0.001
0.001
0.001
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.
The total share based payment expense of $1,224,713 (2023: $1,093,878) during the year ended 30 June 2024.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 36
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
2024
2023
$
$
Share based payments reserve (Note 16a)
7,451,319
6,826,606
Option premium reserve (Note 16b)
3,084,128
3,084,128
Foreign currency translation reserve (Note 16c)
(232,049)
3,868,677
10,303,398
13,779,411
Non-controlling interest reserve (Note 16d)
(138,977)
(13,549,738)
(a) Movement During the Year – Share based payment
Opening balance
6,826,606
7,606,950
Issue of options and performance rights
1,224,713
1,093,878
Fully Vested and exercised performance rights
moved to issued capital
(600,000)
(1,186,000)
Expiry of Performance rights
-
(688,222)
Closing balance
7,451,319
6,826,606
(b) Movement During the Year – Option premium
Opening balance
3,084,128
3,084,128
Issue of options
-
-
Closing balance
3,084,128
3,084,128
(c) Movement During the Year – Foreign Currency
Translation
Opening balance
3,868,677
2,891,813
Foreign currency translation differences
(5,065,192)
976,864
Disposal of foreign subsidiary
964,466
-
Closing balance
(232,049)
3,868,677
(d) Movement During the Year – Non-controlling interest
Opening balance
(13,549,738)
(12,912,212)
NCI share of loss for the year
(37,240)
(529,898)
Foreign currency translation differences
-
(107,628)
Derecognition of NCI on disposal of subsidiary Note 9
13,448,001
-
Closing balance
(138,977)
(13,549,738)
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.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 37
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.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 38
17. FINANCIAL RISK MANAGEMENT – continued
Less than 6
months
6 – 12
months
Over 1
year
Total
$
$
$
$
Group at 30 June 2024
Financial Liabilities:
Current:
Trade and other
payables
348,028
-
-
348,028
Short-term borrowings
-
-
-
-
Total Financial Liabilities
348,028
-
-
348,028
Less than 6
months
6 – 12
months
Over 1
year
Total
Group at 30 June 2023
Financial Liabilities:
Current:
Trade and other
payables
463,545
-
-
463,545
Short-term borrowings
-
-
-
-
Total Financial Liabilities
463,545
-
-
463,545
(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 2024
30 June 2023
Notes
Assets
Liabilities
Assets
Liabilities
$
$
$
$
United States Dollar
13,095,121
599,207
7,178,536
600,419
13,095,121
599,207
7,178,536
600,419
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 39
17. FINANCIAL RISK MANAGEMENT – continued
The following significant exchange rates applied during the year:
Average rate
Reporting date spot rate
Notes
2024
2023
2024
2023
$
$
$
$
United States Dollar
0.66
0.66
0.66
0.66
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
2024
2023
+10% Strengthening of the Australian Dollar
$
$
(Profit) or loss
(i)
(1,133,407)
(549,647)
Equity
(ii)
(1,128,799)
539,612
-10% Weakening of the Australian Dollar
(Profit) or loss
(i)
1,385,271
671,787
Equity
(ii)
1,381,264
(661,147)
(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 2024 the weighted average interest rate on cash and cash equivalents was $Nil (2023: $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.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 40
18. CONTINGENCIES
There were no contingent asset or liabilities in the financial statements as at 30 June 2024.(2023: $Nil)
19. COMMITMENTS
(a)
Capital commitments
There were no capital commitments, not provided for in the financial statements as at 30 June 2024.(2023: $Nil)
20. STATEMENTS OF CASH FLOWS
2024
2023
(a) Reconciliation of loss after income tax to net cash outflow from
operating activities
$
$
Profit / (loss) after income tax
(16,245,264)
(3,415,471)
Add back non-cash items:
Depreciation
21,978
27,676
Share based payments expense
1,224,713
1,093,878
Impairment
575,754
4,819
Unwinding of discount
(1,227,434)
-
Change in assets and liabilities:
(Increase) / Decrease in receivables
12,594,816
1,127,007
Increase / (Decrease) in operating payables
(115,515)
(480,021)
Net cash outflow from operating activities
(3,170,952)
(1,642,112)
(b) Non-Cash Financing and Investing Activities
Share based payment expenses of $736,000 (2023 - $Nil) were classified as share issue costs and recorded directly in
equity.
During the year the company has not repaid any loan outstanding from the prior year (2023: $Nil).
21. RELATED PARTY TRANSACTIONS
(a) Key Management Personnel
2024
$
2023
$
Short term remuneration
729,447
582,354
Share based payments
1,112,364
887,700
1,841,811
1,470,054
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.
(b) Parent entity
Amani Gold Limited is the ultimate parent entity.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 41
22. PARENT ENTITY DISCLOSURES
Financial position
Parent
2024
$
2023
$
Assets
Current assets
25,984,620
6,864,440
Non-current assets (note i)
-
32,280,982
Total assets
25,984,620
39,145,422
Liabilities
Current liabilities
375,233
8,502,527
Non-current liabilities
-
-
Total liabilities
375,233
8,502,527
Net Assets
25,609,387
30,642,895
Equity
Issued capital
95,692,714
95,096,996
Accumulated losses¹
(80,618,773)
(75,356,261)
Reserves
Share based reserves
7,451,318
6,826,606
Option premium reserve
3,084,128
3,084,128
Foreign current translation reserve
-
991,426
Total equity
25,609,387
30,642,895
Financial performance
Parent
2024
$
2023
$
Loss for the year
(3,998,515)
(2,206,575)
Total comprehensive Income
(3,998,515)
(2,206,575)
¹ It was noted that accumulated loss movement includes $736,000 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 18.
For details on commitments, see Note 19.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 42
23.
SUBSIDIARIES
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.
Name of Entity
Entity type
Trustee,
partner, or
participant
in joint
venture
Country of
Incorporation
% of
share
capital
2024
% of
share
capital
2023
Amani Consulting SARL1
Body Corporate
N/A
DRC
-%
85%
- Giro Goldfields SARL
Body Corporate
N/A
DRC
-%
55.25%
Burey Resources Pty Ltd
Body Corporate
N/A
Australia
100%
100%
Amani Minerals (HK) Limited
Body Corporate
N/A
Hong Kong
100%
100%
Congold SASU
Body Corporate
N/A
DRC
100%
100%
Amago Trading Tanzania
Limited
Body Corporate
N/A
Tanzania
60%
60%
1.
Amani Consulting SARL is the parent entity of Giro Goldfields SARL with a 65% interest. Amani Gold Limited lost
control of the entity as highlighted in note9.
24.
EVENTS OCCURRING AFTER THE REPORTING DATE
On 4 July 2024 Mr. James Bahen has been appointed as Non-Executive Director, Mr. Glenn Whiddon has been
appointed as Non-Executive Chairman and Mr. Kian Tan has been appointed as Non-Executive Director of the
Company. Further, Mr. Conrad Karageorge and Ms. Anna Nahajski-Staples have resigned as directors of the
Company.
The Company by mutual agreement had terminated the binding term sheet with Authium Limited.
On 7 July 2024 Mr. Peter Huljich and Mr. Campbell Smyth had resigned as Non-Executive Directors of the Company.
On 19 August 2024 announced that it intends to undertake a minimum holding buy-back for holders of unmarketable
parcels of shares in the Company. The buy-back is still ongoing at the date of this report.
On 30 August 2024 announaced that it instends to undertake a Equal Access buy back. The Equal Access buy back
is still on going at the date of this report.
Other than the above, 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.
For personal use only
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
Page 43
ENTITY CONSOLIDATED DISCLOSURE STATEMENT
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.
Name of Entity
Entity type
Trustee,
partner, or
participant
in joint
venture
Country of
Incorporation
% of
share
capital
Australian
or foreign
tax
resident
Foreign
jurisdiction
of foreign
residents
Amani Consulting SARL1
Body Corporate
N/A
DRC
-%
Foreign
DRC
- Giro Goldfields SARL
Body Corporate
N/A
DRC
-%
Foreign
DRC
Burey Resources Pty Ltd
Body Corporate
N/A
Australia
100%
Australian
Australia
Amani Minerals (HK) Limited
Body Corporate
N/A
Hong Kong
100%
Foreign
Hong Kong
Congold SASU
Body Corporate
N/A
DRC
100%
Foreign
DRC
Amago Trading Tanzania
Limited
Body Corporate
N/A
Tanzania
60%
Foreign
Tanzania
For personal use only
Amani Gold Limited
Directors’ Declaration
For the year ended 30 June 2024
Page 44
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 2024 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.
d)
The entity consolidated disclosure statement located on page 43 is true and correct as at 30 June 2024
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 2024.
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
Glenn Whiddon
Non-Executive Chairman
Dated 30th day of September 2024
For personal use only
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
Consolidated Entity”), which comprises the consolidated statement of financial position as at 30 June 2024,
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 statements, including material accounting policy information, the consolidated entity disclosure
statement and the director’s declaration.
In our opinion:
a.
the accompanying financial report of the Consolidated Entity is in accordance with the Corporations Act
2001, including:
(i)
giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2024 and
of its financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
b.
the financial report also complies with International Financial Reporting Standards as disclosed in Note
1.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Consolidated Entity in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and
Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant
to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
For personal use only
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.
Key Audit Matter
How our audit addressed the Key Audit Matter
Loss from discontinued operations
As disclosed in note 9 to the financial statements,
Amani Gold Limited has executed a binding term
sheet (“Term Sheet”) with Mabanga Mining SARL
(the “Purchaser”) for the sale of Amani Gold’s
shareholding in Amani Consulting SARL, the DRC
based entity that holds the Giro Gold Project for the
cash payment of USD$30M. As a result of the sale,
a loss from discontinued operations of $12,208,585
was recognised.
We considered this as a key audit matter because of
the size and nature of the transaction.
Our procedures amongst others included:
•
Reviewed the Share Sale Agreement;
•
Calculation of the loss on the discontinue of
operations;
•
Verifying sales proceeds to bank statement;
and
•
We also assessed the appropriateness of
the related disclosures in note 9 to the
financial statements.
Share based payments
As disclosed in note 15 to the financial statements,
during the year ended 30 June 2024 the Company
incurred share based payments totalling $1,224,713.
Share based payments are considered to be a key
audit matter due to
•
the value of the transactions;
•
the complexities involved in recognition and
measurement of these instruments; and
•
the judgement involved in determining the
inputs used in the valuation.
Our procedures amongst others included:
•
Analysing agreements to identify the key
terms and conditions of share based
payments issued and relevant vesting
conditions in accordance with AASB 2 Share
Based Payments;
•
Evaluating management’s Valuation Models
and assessing the assumptions and inputs
used;
•
Assessing the amount recognised during the
year in accordance with the vesting
conditions of the agreements; and
•
We also assessed the appropriateness of
the related disclosures in note 15 to the
financial statements.
For personal use only
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Consolidated Entity’s annual report for the year ended 30 June 2024, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of 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, and the
consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to
fraud or error. In Note 1, the directors also state in accordance with Australian Accounting Standard AASB 101
Presentation of Financial Statements, that the financial report complies with International Financial Reporting
Standards.
In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Consolidated Entity or to cease
operations, or has no realistic alternative but to do so.
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.
For personal use only
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Consolidated Entity’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Consolidated Entity’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Consolidated Entity to cease to
continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Consolidated Entity to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Consolidated Entity audit. We remain
solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
For personal use only
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with s 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.
Auditor’s Opinion
In our opinion, the Remuneration Report of Amani Gold Limited, for the year ended 30 June 2024, complies
with section 300A of the Corporations Act 2001.
HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA
Director
Dated this 30th day of September 2024
Perth, Western Australia
For personal use only
Amani Gold Limited
Annual Report 2024
Additional Shareholder Information
Page 50
The shareholder information set out below was applicable as at 25 September 2024.
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 2024:
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 (25 September 2024).
Holder Name
Holding
% IC
CITICORP NOMINEES PTY LTD
5,177,104,059
20.11%
MR MARKUS MEISTER
3,036,949,276
11.80%
HSBC CUSTODY NOMINEES PTY LTD
2,584,896,598
10.04%
BNP PARIBAS NOMINEES PTY LTD
1,356,361,008
5.27%
Distribution of equity security holders (Fully Paid Ordinary Shares)
Holding Ranges
Holders
Total Units
% Issued Share
Capital
above 0 up to and including
1,000
75
11,734
0.00%
above 1,000 up to and
including 5,000
86
271,029
0.00%
above 5,000 up to and
including 10,000
134
1,122,244
0.00%
above 10,000 up to and
including 100,000
677
30,441,744
0.12%
above 100,000
2,895
25,711,594,374
99.88%
Totals
3,867
25,743,441,125
100.00%
Holding Ranges
Holders
Total Units
% Issued Share
Capital
above 0 up to and including
1,000
75
11,734
0.00%
above 1,000 up to and
including 5,000
86
271,029
0.00%
above 5,000 up to and
including 10,000
134
1,122,244
0.00%
above 10,000 up to and
including 100,000
677
30,441,744
0.12%
above 100,000
2,895
25,711,594,374
99.88%
Totals
3,867
25,743,441,125
100.00%
The number of shareholdings comprising less than a marketable parcel was 3,141
For personal use only
Amani Gold Limited
Annual Report 2024
Additional Shareholder Information
Page 51
Twenty Largest Shareholder
Position
Holder Name
Holding
% IC
1
CITICORP NOMINEES PTY LTD
5,177,104,059
20.11%
2
MR MARKUS MEISTER
3,036,949,276
11.80%
3
HSBC CUSTODY NOMINEES PTY LTD
2,584,896,598
10.04%
4
BNP PARIBAS NOMINEES PTY LTD
1,356,361,008
5.27%
5
MCNEIL NOMINEES PTY LIMITED
1,254,862,789
4.87%
6
CRESTMONT INVEST LTD
1,000,000,000
3.88%
7
SHINING MINING COMPANY LIMITED
833,880,368
3.24%
8
LUCK WINNER INVESTMENT
600,000,000
2.33%
9
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
461,052,124
1.79%
10
HIGH FIDELITY CAPITAL PTY LTD
450,000,000
1.75%
10
CLARIDEN CAPITAL PTY LTD
450,000,000
1.75%
10
AFRICAN RESOURCE CONSULTING PTY LTD
450,000,000
1.75%
11
ZENIX NOMINEES PTY LTD
374,717,093
1.46%
12
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
294,691,068
1.14%
13
MS CHUNYAN NIU
293,091,403
1.14%
14
HON HAK KA
250,000,000
0.97%
15
AMAX PACIFIC PTY LIMITED
198,000,000
0.77%
16
MS CHUNYAN NIU
186,099,160
0.72%
17
BNP PARIBAS NOMS PTY LTD
182,276,123
0.71%
18
MR KIN WING CHAN & MRS WAI SHAN YAP
120,207,527
0.47%
19
MR MARK ANDREW CARROLL
120,000,000
0.47%
20
MR CARSTEN HANS HUEBNER
110,000,000
0.43%
Total
19,784,188,596
76.85%
Total issued capital - selected security class(es)
25,743,441,125
100.00%
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.
Unquoted equity securities
Performance Rights
1,550,000
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 an on-market buy-back.
For personal use only