(ABN 14 113 517 203)
ANNUAL REPORT
2025
Amani Gold Limited
Corporate Directory
Page 1
Directors
Glenn Whiddon
Markus Meister
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
Amani Gold Limited
Contents
For the year ended 30 June 2025
Page 2
Review of Operations
3
Directors’ Report
4
Auditor’s Independence Declaration
9
Consolidated Statement of Profit or Loss and Other Comprehensive Income 10
Consolidated Statement of Financial Position
11
Consolidated Statement of Changes in Equity
12
Consolidated Statement of Cash Flows
14
Notes to the Consolidated Financial Statements
15
Directors’ Declaration
32
Independent Audit Report
33
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2025
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 US$30M payable in four tranches (the “Transaction”).
Post the end of the financial year, the Company negotiated a final settlement payment of US$12M for the 2025 and
2026 tranches taking the total funds received for the Sale of the Giro Gold Project to US$25M. The Company advises
that this final accelerated payment completes the sale process of the Giro Gold Project, and the buyer does not owe
the Company any further payments under the Term Sheet.
Acquisition of Authium Project
The binding terms sheet (“Terms Sheet”) entered with Authium Ltd (ACN 653 683 286) (“Authium”) and the shareholders
of Authium, was terminated by mutual agreement between the Company and Authium.
Board Appointments and Resignations
During the year, 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.
On 15 January 2025, Mr Kian Tan resigned with Mr Markus Meister appointed as Non-executive Director.
Review of Capital Structure and Share Consolidation
As a result of the sale of Amani Consulting SARL, Amani Gold undertook a review of the future funding requirements of
the Company.
As outlined in the Booklet announced on 30 August 2024, the Company proposed 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).
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 completed the buy backs then completed a 1-for-1000
share consolidation, as approved by shareholders at the Annual General Meeting on 8 November 2024.
Below is a summary of the Company’s issued capital before and after the consolidation:
Code
Post-Consolidation Description
Issued Pre-Consolidation
Issued Post-Consolidation
ANL
FULLY PAID ORDINARY SHARES
21,449,587,124
21,449,500
ANLPR5
PERF RIGHTS 5 @ $2.00 EXP 16/12/26
400,000,000
400,000
ANLPR6
PERF RIGHTS 6 @ $3.00 EXP 16/12/26
400,000,000
400,000
ANLPR8
PERFORMANCE RIGHTS 8 EXP 22/12/27 T2
450,000,000
450,000
ANLPR11
PERFORMANCE RIGHTS 11 EXP 13/03/26 T3
150,000,000
150,000
ANLPR12
PERFORMANCE RIGHTS 12 EXP 13/03/27 T4
150,000,000
150,000
With the completion of the Sale of the Giro Gold Project, the milestones attached to the Performance Rights linked
with the sale of this project are not able to be achieved anymore and will look to be cancelled.
Capital Return
Following the approval at a General Meeting on 15 May 2025, shareholders authorised a capital return of up to
A$27,561,875, representing a maximum of A$1.25 per share.
Amani distributed a capital return of A$1.20 per share on Friday, 27 June 2025. This amount was slightly below the
originally targeted A$1.25 per share reflecting the fact that an accelerated payment schedule and discounted
settlement of outstanding claims in relation to the Giro Project sale had not yet been fully executed.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2025
Page 4
The Australian Taxation Office (ATO) published Class Ruling CR 2025/51, which set out the Australian income tax
consequences for shareholders in relation to the return of capital undertaken by the Company and approved by
shareholders at the General Meeting held on 15 May 2025.
The return of capital, involved a cash distribution and is treated entirely as a return of capital, not as a dividend, for
Australian tax purposes.
The full ruling can be accessed via the ATO’s legal database:
https://www.ato.gov.au/law/view/document?docid=CLR/CR202551/NAT/ATO/00001
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.
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.
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
Glenn Whiddon
Executive Chairman
(appointed Director on 4 July 2024 as
Non-Executive
Chairman
then
Executive Chairman on 04 March
2025)
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
Markus Meister
Non-Executive Director
(appointed Director on 14 January
2025)
Mr Meister, a current a substantial shareholder of the Company, is an
entrepreneur and investor with over 30 years of stock market experience. He
established
one
of
Germany’s
largest
financial
news
websites,
FinanzNachrichten.de and sold this profitable online business in 2019.
He has served as a director for a number of companies, including companies
listed on stock exchanges in Germany and France.
Kian Tan
Non-Executive Director (appointed Director on 4 July 2024, resigned 15 January 2025)
Peter Huljich
Non-Executive Chairman (appointed Director on 27 May 2021, resigned Director 7 July 2024)
John Campbell Smyth
Non-Executive Director (appointed Director on 27 May 2021, resigned Director 7 July 2024)
Conrad Karageorge
Managing Director and CEO (appointed Director on 10 March 2023, resigned Director on 4 July 2024)
Anna Nahajski-Staples
Non-Executive Director (appointed Director on 28 August 2023, resigned Director on 4 July 2024)
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2025
Page 5
•
Amago Trading Tanzania Limited
•
Burey Resources Pty Limited (deregistered 30 May 2025)
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 profit after tax for the year ended 30 June 2025 was $5,817,056 (30 June 2024 $16,245,264 loss). No
dividends were paid during the year and the Directors do not recommend payment of a dividend.
EARNINGS PER SHARE
Basic profit per share for the year was 25.18 cents (30 June 2024: 65 cents loss)
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
Subsequent to year end the company received US$1m as final payment of the Giro Gold Project sale. No further
amounts are due by the purchaser and the transaction is complete.
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.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Directors continue to assess additional opportunities within the mineral and energy sector.
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
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2025
Page 6
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.
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 2025 are:
Directors’ meetings held during
period of office
Directors’ meetings attended
Conrad Karageorge
-
-
John Smyth
-
-
Peter Huljich
-
-
Anna Nahajski-Staples
-
-
Glenn Whiddon
1
1
Kian Tan
-
-
Markus Meister
1
1
James Bahen
1
1
There was 1 directors’ meetings held during the year. However, matters of Board business have also been resolved by
circular resolutions of Directors, which are a record of decisions made at a number of informal meetings of the Directors
held to control, implement and monitor the Group’s activities throughout the period.
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2025
Page 7
At present, the Company does not have any formally constituted committees of the Board. The Directors consider that
the Group is not of a size nor are its affairs of such complexity as to justify the formation of special committees.
DIRECTORS’ INTERESTS
The interests of each Director in the securities of Amani Gold Limited at the date of this report are as follows:
Fully Paid
Ordinary Shares
Listed Options
Performance
Rights
James Bahen
189,811
-
200,000
Glenn Whiddon
400,000
-
-
Markus Meister
3,304,826
-
-
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
$2.00
15 December 2026
400,000
$3.00
15 December 2026
450,000
N/A
13 September 2027
300,000
N/A
13 March 2027
With the completion of the Sale of the Giro Gold Project, the milestones attached to the Performance rights are not
able to be achieved and will be cancelled.
REMMUNERATION OF KEY MANGEMENT PERSONNEL
The Company’s key management personnel remuneration for the year can be located within note 15 of the financial
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 $22,000 (2024 - $24,279) relates to:
•
costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and
whatever the outcome;
•
other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of
duty or improper use of information or position to gain a personal advantage.’
ENVIRONMENTAL REGULATIONS
The consolidated entity’s exploration activities in the Democratic Republic of Congo during the year were subject to
environmental laws, regulations and permit conditions in that jurisdiction. There have been no known breaches of
environmental laws or permit conditions while conducting operations in the Democratic Republic of Congo during the
year.
The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which
requires entities to report annual greenhouse gas emissions and energy use. For the measurement period 1 July 2024
Amani Gold Limited
Directors’ Report
For the year ended 30 June 2025
Page 8
to 30 June 2025 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 2025 Hall Chadwick WA Audit Pty Ltd $Nil (2024: $Nil) in non-audit related services. Refer to Note 2 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
Executive Chairman
6th October 2025
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 and its controlled entities
for the year ended 30 June 2025, 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 6th day of October 2025
Perth, Western Australia
Amani Gold Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2025
Page 10
Notes
2025
2024
$
$
Interest Revenue
502,230
156,781
Recognition of Giro Sale
7
6,526,988
-
Consultants and corporate costs
(771,088)
(2,078,328)
Employee benefits expense
(251,773)
(346,260)
Share based payments expense
9, 11
(455,375)
(1,224,713)
Depreciation expense
(2,484)
(21,978)
Occupancy expenses
(7,327)
(33,022)
Travel expenses
(27,673)
(60,063)
Foreign exchange gain/(loss)
12,130
(1,080,776)
Acquisition related cost written off
(231,808)
(575,754)
Unwinding of discount
7(a)
610,007
1,227,434
Other Expenses
(86,771)
-
Profit/(Loss) before related income tax
5,817,056
(4,036,679)
Income tax (expense)/benefit
3
-
-
Profit/(Loss) for the year from continuing
operations
5,817,056
(4,036,679)
Loss for the year from discontinued operations
-
(12,208,585)
Profit/(Loss) for the year
5,817,056
(16,245,264)
Net Profit/(Loss) attributable to:
Owners of Amani Gold Limited
5,817,056
(16,208,024)
Non-controlling interest
-
(37,240)
5,817,056
(16,245,264)
Other comprehensive income
Exchange differences on translation of foreign
operations
(5,354)
(4,100,726)
Total comprehensive income for the year
5,811,702
(20,345,990)
Total comprehensive income attributable to:
Owners of Amani Gold Limited
5,811,702
(20,308,750)
Non-controlling interest
-
(37,240)
5,811,702
(20,345,990)
Earnings/(Loss) per share from continuing operations attributable
to the members of Amani Gold Limited
Basic and diluted profit/(loss) per share
4
25.18 cents
(16.0) cents
Earnings/(Loss) per share from discontinued operations
attributable to the members of Amani Gold Limited
Basic and diluted profit/(loss) per share
4
(0.0) cents
(49.0) cents
Earnings/(Loss) per share from discontinued operations
attributable to the members of Amani Gold Limited
Basic and diluted profit/(loss) per share
4
25.18 cents
(65.0) cents
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes.
Amani Gold Limited
Consolidated Statement of Financial Position
As at 30 June 2025
Page 11
Notes
2025
2024
$
$
Current Assets
Cash and cash equivalents
6
2,313,506
14,640,860
Other receivables
7
1,580,674
11,324,003
Investment
178,508
-
Total Current Assets
4,072,688
25,964,863
Non-Current Assets
Right of Use Asset
-
20,664
Total Non-Current Assets
-
20,664
Total Assets
4,072,688
25,985,527
Current Liabilities
Trade and other payables
8
158,470
348,028
Right of Use Liability
-
27,702
Total Current Liabilities
158,470
375,730
Non-Current Liabilities
Right of Use Liability
-
410
Total Non-Current Liabilities
-
410
Total Liabilities
158,470
376,140
Net Assets
3,914,218
25,609,387
Equity
Contributed equity
9
68,414,468
95,692,714
Reserves
10
10,069,419
10,303,398
Accumulated losses
(74,430,692) (80,247,748)
Capital and reserves attributed to the
owners of Amani Gold Limited
4,053,195
25,748,364
Non-controlling interest
10
(138,977)
(138,977)
Total Equity
3,914,218
25,609,387
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
Amani Gold Limited
Consolidated Statement of Changes in Equity
For the year ended 30 June 2025
Page 12
Foreign
Currency
Translation
Reserve
Contributed
Equity
Accumulated
Losses
Option Premium
Reserve
Share based
Reserves
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
year
-
(16,208,024)
-
-
(4,100,726)
(37,240)
(20,345,990)
Transactions with equity holders in their
it
it
h ld
Share issue costs
(4,282)
-
-
-
-
-
(4,282)
Share based payments expense -
f
i ht
-
-
-
1,224,713
-
-
1,224,713
Share based payments expense –
i
f
f
i ht
600,000
-
-
(600,000)
-
-
Derecognition of NCI on disposal of
b idi
i t
t
-
-
-
-
-
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
Amani Gold Limited
Consolidated Statement of Changes in Equity
For the year ended 30 June 2025
Page 13
Contributed
Equity
Accumulated
Losses
Option Premium
Reserve
Share based
Reserves
Foreign
Currency
Translation
Reserve
Non-controlling
interest
Total Equity
$
$
$
$
$
$
$
Balance at 1 July 2024
95,692,714
(80,247,748)
3,084,128
7,451,319
(232,049)
(138,977)
25,609,387
Profit/(Loss) for the year
-
5,817,056
-
-
-
-
5,817,056
Exchange differences on translation of
foreign operations
-
-
-
-
(5,354)
-
(5,354)
Divestment of subsidiaries, operations
and joint operations Foreign Exchange
-
-
-
-
-
-
-
Total comprehensive income for the
-
5,817,056
-
-
(5,354)
-
5,811,702
Transactions with equity holders in their
capacity as equity holders
Share issue
684,000
-
-
-
-
-
684,000
Capital Return
(26,459,400)
-
-
-
-
-
(26,459,400)
Share Buy-Back
(1,502,846)
-
-
-
-
-
(1,502,846)
Share based payments expense
-
-
-
(228,625)
-
(228,625)
Derecognition of NCI on disposal of
subsidiary interests
-
-
-
-
-
-
-
Balance at 30 June 2025
68,414,468
(74,430,692)
3,084,128
7,222,694
(237,403)
(138,977)
3,914,218
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Amani Gold Limited
Consolidated Statement of Cash Flows
For the year ended 30 June 2025
Page 14
Notes
2025
2024
$
$
Cash Flows from Operating Activities
Receipts from customers
-
-
Payments to suppliers and employees
(1,598,731)
(3,327,733)
Interest received
502,230
156,781
Net Cash outflows from Operating Activities
14
(1,096,501)
(3,170,952)
Cash Flows from Investing Activities
Funds Received in advance for sale
17,310,076
12,185,000
Payments for exploration and development
expenditure
(231,808)
(1,114,711)
Payment of investments
(272,000)
-
Net Cash inflows from Investing Activities
16,806,268
11,070,289
Cash Flows from Financing Activities
Capital Return
(26,459,400)
-
Share-buy back
(1,502,846)
-
Lease Payment
(15,000)
(22,588)
Net Cash inflows/(outflows) from Financing
Activities
(27,977,246)
(22,588)
Net increase / (decrease) in Cash and Cash
Equivalents
(12,267,479) 7,876,749
Cash and cash equivalents at the beginning of the
year
14,640,860
6,945,529
Effects of exchange rate fluctuations on the
balances of cash held in foreign currencies
(59,875)
(181,418)
Cash and Cash Equivalents at End of Year
6
2,313,506
14,640,860
The above consolidated statement of cash flows should be read in conjunction with the accompanying
notes.
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 15
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 an unlisted for-profit public company, incorporated and
domiciled in Australia. During the year ended 30 June 2025, 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 2025, the Group had cash balances of $2,313,506 (2024: $14,640,860).
The directors have prepared cash flow projections that support the ability of the Group to continue as a going concern.
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 2024.
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 6 October 2025. 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).
1. SUMMARY OF MATERIAL ACCOUNTING POLICIES – continued
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 16
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 16 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.
1. SUMMARY OF MATERIAL ACCOUNTING POLICIES – continued
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 17
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
2025, 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.
1. SUMMARY OF MATERIAL ACCOUNTING POLICIES – continued
Contributed equity
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 18
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.
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
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 19
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 13.
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
2.
AUDITOR’S REMUNERATION
2025
2024
Audit or review services:
$
$
Amounts paid or payable to auditors of the Group – Hall
Chadwick WA Audit Pty Ltd
48,000
55,395
In addition, during the year Hallchadwick WA Pty Ltd provided $Nil (2024: $Nil) in non-audit
related services.
Consolidated
2025
2024
$
$
3.
INCOME TAX EXPENSE
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 20
(a) The prima facie tax benefit at 30% (2024: 25%) on
profit/(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
5,817,056
(4,036,679)
Prima facie income tax expense / (benefit) @ 25%
(2024: 25%)
1,454,264
(1,009,169)
Tax effect of permanent differences:
Capital raising costs
(40,110)
(46,433)
Accruals
(12,278)
23,278
Legal Fees
47,096
146,250
Accounting depreciation
621
4,880
Exploration expenses
57,952
142,292
Other Temporary Expenses
(152,052)
-
Movements from prior year
-
(7,013)
Employee option expense / share-based
payments
113,844
306,178
Capital Gain Reduction
(1,631,797)
-
(162,460)
(439,737)
Income tax benefit not brought to account
162,460
439,737
Income tax expense
-
-
(b) The following deferred tax balances have not been
recognised:
Deferred Tax Assets at 25% (2024: 25%):
- Carry forward revenue losses
4,500,749
4,698,550
- Capital raising costs
15,832
263,313
- Tax depreciation
-
-
- Provisions and accruals
18,000
121,112
4,534,581
5,082,975
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
2025
Cents
2024
Cents
4.
EARNINGS PER SHARE
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 21
Basic and diluted profit/(loss) per share- Continuing
Operations
25.18
(16.00)
Basic and diluted profit/(loss) per share – Discontinued
Operations
-
(49.00)
2024
Number
2024
Number
Weighted average number of ordinary shares used in the
calculation of basic and diluted loss per share
23,099,371
25,164,811
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. During the year
the Company consolidated it shares 1:1000.
5.
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
2025
2024
$
$
6.
CASH AND CASH EQUIVALENTS
Cash at bank and in hand
2,313,506
14,640,860
Consolidated
2025
2024
$
$
7.
OTHER RECEIVABLES
Current
Other receivables (a)
1,557,895
11,324,003
Prepayments
22,779
-
1,580,674
11,324,003
(a) The fair value of receivables has been assessed using a discount rate to reflect the credit risk and the time value
of money. The Company had received $11m USD during the year from the Giro Sale, with another $1m USD received
subsequent to year end. As a result this had led to the Company recognizing a $6,526,988 AUD gain, due to the
Company not recognizing the last tranche receivable from previous years.
The discount on the Giro sale was $610,007 during the period.
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 22
Consolidated
2025
2024
$
$
8.
TRADE AND OTHER PAYABLES
Current
Trade and other payables
158,470
348,028
158,470
348,028
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 11.
9.
CONTRIBUTED EQUITY
CONSOLIDATED
2025
2024
$
$
(a) Issued and paid-up share capital
Ordinary shares, fully paid 22,049,587 (2024: 25,743,441,125)
68,414,468
95,692,714
Movements in Ordinary Shares:
Details
Number of
Shares
$
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
Balance at 1 July 2024
25,743,441,125
95,692,714
Share Buy-Back
(4,293,854,001)
(1,502,846)
Consolidation of Shares (1:1000)
(21,428,137,537)
-
Issue of Shares
600,000
684,000
Capital Return
-
(26,459,400)
Balance at 30 June 2025
22,049,587
68,414,468
(b) Listed Share Options
There were no listed options as at 30 June 2024 and 30 June 2025.
(c) Unlisted Options
There were no unlisted options as at 30 June 2024 and 30 June 2025.
(d) Performance Rights
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 23
2025 - Performance Rights over ordinary shares in the capital of the Company have been granted as follows:
Expiry date
Note
Opening
Balance
1 July 2024
Consolidation
(1:1000)
2024/25
Exercised/
Cancelled
2024/25
Closing
Balance
30 June 2025
Number
Number
Number
Number
13 September 2027
(i)
300,000,000
(299,700,000)
-
300,000
31 December 2026
(ii)
800,000,000
(799,200,000)
-
800,000
30 November 2027
(iii)
450,000,000
(449,550,000)
-
450,000
1,550,000,000 (1,548,450,000)
-
1,550,000
The Performance rights are stated post consolidation at 1:1000 during the year.
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
(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 previous period tranche 1 and 2 fully vested and
exercised, which led to the conversion to ordinary shares A balance of $Nil 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. Performance rights lapsed
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. During the
previous period tranche 1 fully vested and exercised, which led to the conversion to ordinary shares.
(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.
During the year, it was determined that none of the tranches are able to recognised. As such this has led to a reversal
of the Share based payment amount to $228,625.
The company issued shares to Directors during the year to the value of $684,000. This is located at note 9a.
(e) Terms and conditions of contributed equity
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 24
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.
10. 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
2025
2024
$
$
Share based payments reserve (Note 10a)
7,222,694
7,451,319
Option premium reserve (Note 10b)
3,084,128
3,084,128
Foreign currency translation reserve (Note 10c)
(237,403)
(232,049)
10,069,419
10,303,398
Non-controlling interest reserve (Note 10d)
(138,977)
(138,977)
(a) Movement During the Year – Share based payment
Opening balance
7,451,319
6,826,606
Issue of options and performance rights
(228,625)
1,224,713
Fully Vested and exercised performance rights
moved to issued capital
-
(600,000)
Expiry of Performance rights
-
-
Closing balance
7,222,694
7,451,319
(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
(232,049)
3,868,677
Foreign currency translation differences
(5,354)
(5,065,192)
Disposal of foreign subsidiary
-
964,466
Closing balance
(237,403)
(232,049)
(d) Movement During the Year – Non-controlling interest
Opening balance
(138,977)
(13,549,738)
NCI share of loss for the year
-
(37,240)
Foreign currency translation differences
-
-
Derecognition of NCI on disposal of subsidiary
-
13,448,001
Closing balance
(138,977)
(138,977)
Nature and purpose of reserves
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 25
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.
11. 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.
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 26
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.
Less than 6
months
6 – 12
months
Over 1
year
Total
$
$
$
$
Group at 30 June 2025
Financial Liabilities:
Current:
Trade and other
payables
158,470
-
-
158,470
Short-term borrowings
-
-
-
-
Total Financial Liabilities
158,470
-
-
158,470
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
(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.
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 27
(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 2025
30 June 2024
Notes
Assets
Liabilities
Assets
Liabilities
$
$
$
$
United States Dollar
827,447
598,826
13,095,121
599,207
827,447
598,826
13,095,121
599,207
The following significant exchange rates applied during the year:
Average rate
Reporting date spot rate
Notes
2025
2024
2025
2024
$
$
$
$
United States Dollar
0.65
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
2025
2024
+10% Strengthening of the Australian Dollar
$
$
(Profit) or loss
(i)
(17,310)
(1,133,407)
Equity
(ii)
(13,592)
(1,128,799)
-10% Weakening of the Australian Dollar
(Profit) or loss
(i)
21,153
1,385,271
Equity
(ii)
18,233
1,381,264
(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.
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
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 28
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.
12. CONTINGENCIES
There were no contingent asset or liabilities in the financial statements as at 30 June 2025.(2024: $Nil)
13. COMMITMENTS
(a)
Capital commitments
There were no capital commitments, not provided for in the financial statements as at 30 June 2025.(2024: $Nil)
14. STATEMENTS OF CASH FLOWS
2025
2024
(a) Reconciliation of loss after income tax to net cash outflow from
operating activities
$
$
Profit / (loss) after income tax
5,817,056
(16,245,264)
Add back non-cash items:
Depreciation
2,484
21,978
Share based payments expense
455,375
1,224,713
Impairment
231,808
575,754
Unwinding of discount
(610,007)
(1,227,434)
Foreign Exchange Gain
(475,347)
-
Recognition of Giro Sale
(6,526,988)
-
Change in assets and liabilities:
(Increase) / Decrease in receivables
13,030
12,594,816
Increase / (Decrease) in operating payables
(3,912)
(115,515)
Net cash outflow from operating activities
(1,096,501)
(3,170,952)
(b) Non-Cash Financing and Investing Activities
Share based payment expenses of $$Nil (2024 - $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 (2024: $Nil).
15. RELATED PARTY TRANSACTIONS
(a) Key Management Personnel
2025
$
2024
$
Short term remuneration
238,100
729,447
Share based payments
684,000
1,112,364
922,100
1,841,811
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.
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 29
(b) Parent entity
Amani Gold Limited is the ultimate parent entity.
16. PARENT ENTITY DISCLOSURES
Financial position
Parent
2025
$
2024
$
Assets
Current assets
2,310,872
25,984,620
Non-current assets (note i)
1,742,664
-
Total assets
4,053,536
25,984,620
Liabilities
Current liabilities
162,095
375,233
Non-current liabilities
-
-
Total liabilities
162,095
375,233
Net Assets
3,891,441
25,609,387
Equity
Issued capital
68,414,468
95,692,714
Accumulated losses¹
(74,829,847)
(80,618,773)
Reserves
Share based reserves
7,222,692
7,451,318
Option premium reserve
3,084,128
3,084,128
Foreign current translation reserve
-
-
Total equity
3,891,441
25,609,387
Financial performance
Parent
2025
$
2024
$
Profit/(Loss) for the year
5,702,800
(3,998,515)
Total comprehensive Income
5,702,800
(3,998,515)
¹ It was noted that accumulated loss movement includes $736,000 transferred from Share based reserves as part
of the performance rights expiring in 2024.
(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 12.
For details on commitments, see Note 13.
17.
SUBSIDIARIES
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 30
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
2025
% of
share
capital
2024
Burey Resources Pty Ltd¹
Body Corporate
N/A
Australia
-%
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 Burey Resources Pty Ltd was deregistered on 30 May 2025.
18.
EVENTS OCCURRING AFTER THE REPORTING DATE
Subsequent to year end the company received US$1m as part of the Giro Gold Project sale.
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.
ENTITY CONSOLIDATED DISCLOSURE STATEMENT
Amani Gold Limited
Notes to the Consolidated Financial Statements
For the year ended 30 June 2025
Page 31
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
Burey Resources Pty Ltd¹
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
¹ Burey Resources Pty Ltd was deregistered on 30 May 2025.
Amani Gold Limited
Directors’ Declaration
For the year ended 30 June 2025
Page 32
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 2025 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 31 is true and correct as at 30 June 2025
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 2025.
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
Executive Chairman
Dated 6th day of October 2025
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 2025,
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 2025 and
of its financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the 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 (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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 2025 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, with the exception of the remuneration report and our related
assurance opinion.
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 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.
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.
HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA
Director
Dated this 6th day of October 2025
Perth, Western Australia