AMN Healthcare Services
Annual Report 2023

Plain-text annual report

2 0 2 3 ANNUAL REPORT Corporate Information DIRECTORS Richard Seville Non-Executive Chairperson Debbie Morrow Chief Executive Officer and Managing Director Mark Savich Executive Director Brad Sampson Non-Executive Director Alec Pismiris Non-Executive Director and Company Secretary REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS 2C Loch Street Nedlands, Western Australia, 6009 Telephone: +61 8 9389 5363 ABN: 15 122 162 396 AUDITOR RSM Australia Partners Level 32 Exchange Tower, 2 The Esplanade Perth, Western Australia, 6000 Telephone: +61 8 9261 9100 SHARE REGISTER Automic Registry Services Level 5, 191 St Georges Terrace Perth, Western Australia, 6000 Investor enquiries: 1300 288 664 WEBSITE www.agrimin.com.au STOCK EXCHANGE LISTING Agrimin Limited shares are listed on the Australian Securities Exchange (ASX: AMN) 1 Contents Chairperson’s Letter Review of Operations Environmental, Social and Governance Directors’ Report Auditor’s Independence Declaration Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes In Equity Consolidated Statement of Cash Flows Notes To The Consolidated Financial Statements Directors’ Declaration Independent Auditor’s Report Shareholder’s Information Schedule of Tenement Interests 03 04 12 16 33 35 36 37 39 40 65 67 71 73 Chairperson’s Letter Dear Shareholders, Over the past year, we continued toward our vision, the establishment of the Mackay Potash Project as the world’s leading seaborne supplier of Sulphate of Potash (SOP) fertiliser, developed with sustainability principles at its core and empowering local Indigenous communities throughout the Project’s long life. Significant progress was made during the year de-risking the project with the completion of an on-lake civil construction trial and advancement of the Environmental Impact Assessment for the Project. In addition, an extensive technical review of the process flowsheet and associated test work database, together with the commissioning challenges of other potash projects in Western Australia, was completed this year which led to the requirement for additional process test work. This is being undertaken in collaboration with a leading crystallisation vendor to improve the robustness of the Project’s process design, particularly regarding the harvest salt preparation and conversion stage of the process flowsheet. This test work continues to be managed and progressed by our in- house process engineering team. The Environmental Review Document for the Mackay Potash Project was released by the Western Australian Environmental Protection Authority for public comment in May 2022 and we are continuing to respond to their queries. We are proud of the high quality, industry-leading environmental work that has been completed and the Company is working closely with the EPA to ensure their information requirements are met in the most efficient way. We welcomed the announcement earlier this year by the Western Australian Government that the sealing of the Tanami Road has begun. This is a significant investment in regional infrastructure and will support the development of Agrimin’s world-class and long-life Mackay Potash Project, as well as create long-lasting job opportunities for several of Western Australia’s most remote communities. On behalf of Agrimin and its shareholders, I wish to again thank the traditional owners of the lands on which we operate. The Kiwirrkurra People, Ngururrpa People and Tjurabalan People continue to provide tremendous support to Agrimin. I would also like to thank our shareholders. It takes time to develop a world class project in a new sector and the start-up challenges which have impacted our peers at the Beyondie and Lake Way Projects have made the environment very challenging. However, our opportunity has been to learn from those projects’ experiences, and do the detailed, diligent work in line with the approach we have taken to the Mackay Project through its development so far, to mitigate those start-up risks. Your ongoing support and patience is appreciated. I would also like to thank our talented team at Agrimin, led by our departing Chief Executive Officer, Mark Savich. It will be sad for us all to see Mark leave us as he has led Agrimin for almost 10 years from the first days of the Mackay property acquisitions, and has been integral to both the development of the Mackay Project and the Company itself. He leaves a very capable team for our new Managing Director and Chief Executive Officer, Debbie Morrow. Debbie has enthusiastically grasped the baton from Mark and we look forward to Debbie and the team advancing the Mackay Potash Project through completion of permitting, financing and to construction. Welcome Debbie. Richard Seville Chairperson September 2023 3  Review of Operations AGRIMIN ANNUAL REPORT 2023 4 Review of Operations Mackay Potash Project (100% Interest) Agrimin’s vision is to establish the Mackay Potash Project (“the Project”) as the world’s leading seaborne supplier of Sulphate of Potash (“SOP”) fertiliser, to develop the Project with sustainability principles at its core and to empower local Indigenous communities throughout the Project’s long life. The Mackay Potash Project is situated on Lake Mackay in Western Australia, the largest undeveloped potash-bearing salt lake in the world. Lake Mackay hosts significant volumes of brine (hypersaline groundwater) containing dissolved potassium and sulphur which can produce high-grade, water-soluble SOP fertiliser. SOP has a low salt index and is virtually chloride-free, making it ideal for use on high value crops such as fruits, vegetables, grape vines and tree nuts. Additionally, Agrimin’s SOP is certified as an allowable input for use in organic production systems. The Definitive Feasibility Study (“DFS”) for the Mackay Potash Project was completed in July 2020 and demonstrated the Project’s globally significant scale and that once in operation it could be the world’s lowest cost source of seaborne SOP. The Project also offers excellent potential to expand over time to meet the expected growth in demand for SOP. The Project is located 940 kilometres by road south of the Wyndham Port in Western Australia (Figure 1). It comprises nine granted Exploration Licences covering over 3,000 square kilometres in Western Australia and four Exploration Licence applications covering over 1,200 square kilometres in the Northern Territory. The closest community to the Project is Kiwirrkurra which is located approximately 60 kilometres south-west. A Native Title Agreement with the Kiwirrkurra People was signed in November 2017. Agrimin’s commitment to the highest standards of Environmental, Social and Governance (“ESG”) is embodied throughout the Project’s design and delivery to date, including: • • Pro-active engagement with Indigenous people and Traditional Owners, as well as support for important land management and community programs; Significant commitment to training and employment opportunities for Indigenous people, particularly in relation to the road haulage operation; • High renewable energy penetration to deliver very low scope 1 and 2 emissions and one of the lowest carbon • footprints associated with any macro-nutrient fertiliser product; and Creation of critical new seaborne SOP supply to help developing countries achieve their food security goals, especially with respect to increasing demand for high value crops such as fruits, vegetables, tree nuts and grape vines. 5 Figure 1: Map of Agrimin’s Projects Definitive Feasibility Study The Company completed the DFS for the Project and released the results to the ASX on 21 July 2020. The DFS was completed by an integrated owners team supported by best-in-class consultants and contractors providing expertise across the various study disciplines. The DFS was prepared to an AACE Class 3 standard and has a -15% to +20% level of accuracy. The DFS development plan is based on the sustainable extraction of brine from Lake Mackay using a network of shallow trenches. Brine will be transferred along trenches into a series of solar evaporation ponds located on the salt lake’s surface. Raw potash salts will crystallise on the floors of the ponds and will be collected by wet harvesters. Harvested salts will be pumped as a slurry to the processing plant located off the edge of the salt lake. The processing plant will produce high quality finished SOP fertiliser ready for direct use by customers. The SOP will be hauled by a fleet of dedicated road trains to a purpose-built storage facility at Wyndham Port. At the port, SOP will be loaded via an integrated barge loading facility for shipment to customers. The DFS returned the following key outcomes for the first stage of production, based on a flat SOP price of US$500 per tonne FOB (Wyndham Port): • • • • • • Post-tax NPV8, real of US$655 million and post-tax IRR of 21%; Production rate of 450,000 tonnes per annum; Initial 40 year mine life; Total cash cost of US$159 per tonne FOB (Wyndham Port); Capital cost of US$415 million, including contingency; and Annual EBITDA forecast of US$145 million and EBITDA margin of 66%. The Company has completed extensive pilot testing since 2017 and has produced SOP samples with high-grade product specifications of >53% K2O. During the DFS, a long-term pilot evaporation trial was operated on Lake Mackay from October 2018 to June 2020 which involved a 3,000 square metre pond system run as a constant flow operation with brines being transferred through the ponds under a daily transfer regime. This industry-leading trial captured more than a full annual cycle of operating data and successfully validated the DFS pond model and process assumptions. This pilot trial was a major de-risking milestone for the Project. The pilot trial included the production and harvesting of more than 50 tonnes of raw potash salt at grades of up to 12% K2O. The potash salts have undergone pilot processing tests to produce larger quantities of SOP samples within the Company’s targeted product specifications and have been supplied to potential offtake parties and project partners. The Project’s development, as contemplated in the DFS, also encompasses a strategic mine-to-ship logistics chain ensuring it remains scalable and successful over its multi-decade life. This includes the development of key road and port infrastructure, along with a joint venture alliance with a proven bulk logistics operator to provide critical product haulage capability. The full-scale Project construction is planned to commence upon the completion of permitting and project funding. Based on the DFS delivery schedule, a program of early works is scheduled to occur in the six months prior to construction and will focus on site preparation and the procurement of time-critical equipment for construction of the brine extraction trenches and solar evaporation ponds. First SOP production is expected approximately two and half years after the commencement of construction. The Project’s strong economic returns as delivered in the DFS, together with low carbon, organic SOP product qualities, are expected to underpin the next areas of focus which currently include: Front End Engineering and Design (“FEED”), execution planning and contracting; Project funding and strategic partnerships; and • • • Mining tenure and environmental approvals. 6 Review of Operations Front End Engineering Design Following completion of the DFS, the Company advanced project funding discussions which resulted in the appointment of Advisian, a subsidiary of Worley Limited, to complete the Independent Technical Review (“ITR”) which included a detailed assessment of all facets of the Project as contemplated in the DFS. The review, while critical for external financiers, was also designed to inform the Company’s ongoing Front End Engineering and Design (“FEED”) and other de-risking activities. The Company’s integrated owner’s team, supported by Turner & Townsend JukesTodd as project management consultant, continues to progress several key FEED work packages. The outcomes of the FEED phase will provide a greater degree of accuracy for operating and capital costs, as well as minimise the risk of material changes during the construction phase of the Project. During the financial year, a civil construction trial was completed to increase the Company’s understanding of on-lake construction and operation of the Project’s brine extraction trenches and solar evaporation ponds. The trial results will also be used to build on the Company’s geotechnical data for the lake, confirm key equipment selections and validate remaining assumptions of the construction methodology. During the current FEED phase, an extensive technical review of the process flowsheet and associated testwork database, together with the reported experiences of other potash projects in Western Australia, has led to the requirement for additional process testwork to be completed. This additional testwork will aim to de-risk the Project’s start-up stage by demonstrating the targeted potash-bearing salt mineral can be consistently produced from the expected harvest salt feed during Project’s start-up stage. The Company has also worked with its proposed power contractor to refine the Project’s site power station design. This has resulted in a hybrid diesel, solar, wind and battery solution with a modelled renewable energy penetration of 84%. This power station will support the processing plant, non-process infrastructure, offices and accommodation camp, as well as salt harvesting and pumping operations within the solar evaporation ponds. Product Marketing and Project Funding In May 2021, Agrimin signed a Binding Offtake Agreement with Sinochem Fertilizer Macao Limited for the supply of 150,000 tonnes per annum of SOP produced from the Mackay Potash Project for sale and distribution in China. This is the largest offtake volume for any Australian SOP project and has a 10-year term with pricing negotiated quarterly based on a Chinese SOP price index quoted by an international marketing group. Sinochem Fertilizer Macao Limited is a wholly owned subsidiary of Sinofert Holdings Limited, one of China’s largest crop nutrition companies and plays a pivotal role with global potash suppliers to ensure the country’s potash supply. In January 2022, Agrimin signed a Binding Offtake Agreement with Nitron Group, LLC for the supply of 115,000 tonnes per annum of SOP produced from the Mackay Potash Project for sale and distribution in Latin America, Mexico, the Caribbean and Africa. The agreement has a 7-year term with pricing based on market prices less typical netback costs. Nitron is a global trader of fertilisers with well-established distribution networks in various markets, including leading market positions in Latin America and Africa. In April 2022, Agrimin signed a Binding Offtake Agreement with MacroSource, LLC for the supply of 50,000 tonnes per annum of SOP produced from the Mackay Potash Project for sale and distribution in the USA. The agreement has a 7-year term with pricing based on market prices less typical netback costs. MacroSource is a leading wholesaler of NPK bulk blending grade fertilisers and has one of the largest distribution systems throughout major agricultural growing areas across the USA, including on railroads, rivers and ports. Agrimin has committed 70% of its planned SOP production capacity under long-term binding offtakes to support the Company’s ongoing project funding initiatives.The Company continues to progress discussions with the Northern Australia Infrastructure Facility (“NAIF”) which has expressed its interest to provide concessional longer term debt finance for the Project. 7 Project Tenure and Approvals The Environmental Impact Assessment for the Mackay Potash Project is currently in progress. The Project is being assessed by the Western Australian Environmental Protection Authority (“EPA”) at a Public Environmental Review level. The EPA’s assessment is an accredited process under a bilateral agreement with the Commonwealth Government, and therefore the Project will not require a separate assessment by the Commonwealth Department of Climate Change, Energy, the Environment and Water. The EPA’s assessment remains on the critical path to the Project’s development and based on statutory guidelines the indicative timeline for EPA approval is late 2023. The Company continues to work closely with the EPA to ensure their information requirements are met in the most efficient way. In parallel with the assessment, the Company is progressing the Project’s other remaining approvals, licences and agreements, which include: • Department of Mines, Industry Regulation and Safety – Miscellaneous Licences, Mining Lease, Mining Proposal and Mine Closure Plan approvals; • Department of Water and Environmental Regulation – Works Approval and Licence; and • Agreement with Tjurabalan Native Title Lands (Aboriginal Corporation) RNTBC for the grant of Miscellaneous Licences over the proposed haul road. Lake Auld Potash Project (100% Interest) The Lake Auld Potash Project is located approximately 640 kilometres south-east of Port Hedland, Western Australia. The Lake Auld Potash Project consists of a granted Exploration Licence covering a lakebed area of 108 square kilometres across Lake Auld. Lake Auld’s exceptionally high grades, favourable climatic conditions for solar evaporation and proximity to a major operating port support the potential for strong economics. The Lake Auld Potash Project is neighboured either side by the Company’s existing Exploration Licence applications which cover the Canning Palaeovalley, including the remainder of Lake Auld and Percival Lakes. The Company’s applications cover the most prospective portion of the 450 kilometre long lake system where historic sampling of brine has returned the highest known in-situ SOP grades from an Australian salt lake. The Company continues its consultations with Jamukurnu Yapalikurnu Aboriginal Corporation which is the Prescribed Body Corporate that holds and manages native title for the Martu common law holders of the Martu native title determinations. Tali Resources Pty Ltd (40% Interest) Agrimin holds a 40% interest in Tali Resources Pty Ltd which has Exploration Licences in Western Australia that are prospective for gold and base metals mineralisation. Tali Resources Pty Ltd has signed a Farm-in and Joint Venture Agreement with Rio Tinto Exploration Pty Ltd, pursuant to which Rio Tinto Exploration Pty Ltd can earn up to a 75% joint venture interest in the Exploration Licences. RC drilling programs were completed in 2022 and 2023. Tali Resources Pty Ltd also holds a 15.9% shareholding in WA1 Resources Ltd (ASX:WA1). Environment Agrimin is committed to minimising the impact of its activities on the environment. Since exploration activities commenced at the Mackay Potash Project in 2015, no reportable environmental incident has occurred and it is the Company’s focus to maintain this performance. The Environmental Impact Assessment for the Mackay Potash Project is currently in progress. This is discussed above under the project tenure and approvals. 8 Review of Operations Community The Mackay Potash Project is located within the Kiwirrkurra native title determination area. The Company values its relationship with the Kiwirrkurra native title holders and is committed to maintaining an enduring partnership to ensure the Project’s development can bring many benefits to the local community. The Company continued its active engagement in local communities and across all levels of Federal, State and Local Government. The Mackay Potash Project enjoys strong support in local communities, particularly given the employment opportunities and economic infrastructure that the Project will create. The Project is expected to create approximately 200 direct full-time jobs and support over 600 jobs through the regional supply chain over its 40 year life, generating valuable long-term opportunities for Indigenous people living in Central Desert communities, as well as people living throughout the broader Kimberley region. Newhaul Bulk Pty Ltd (the strategic haulage joint venture between Agrimin and Newhaul Pty Ltd) continues to progress plans to establish a Driver Training Academy to maximise the number of local employees and provide further opportunities for local employment and skills training presented by the Project’s development. The Driver Training Academy will aim to provide inspiring pathways for young people in Central Desert, East Pilbara and Kimberley communities who are interested in pursuing a long-term career in logistics. Safety The Company is firmly committed to ensuring all work activities are carried out safely with all practical measures taken to remove risks to the health, safety and welfare of workers, contractors, authorised visitors and anyone else who may be affected by the Company’s activities. The Company is pleased to report that no recordable injuries have been reported during the year. The Company’s past safety performance, along with a strong safety culture, bodes well as activity levels continue to grow. Sustainability Agrimin is committed to developing the Mackay Potash Project sustainably and in alignment with the United Nations Sustainable Development Goals. The Company’s commitment is embodied throughout the recently released DFS and has been demonstrated through over seven years of positive stakeholder engagement. The Company believes in caring for the natural environment and aims to produce sustainable fertiliser products that minimise the environmental impacts of global agriculture. Agrimin is committed to managing its own environmental responsibilities during the production of its SOP, as well as offering an alternative to existing chemical and chloride- based potash fertilisers. Agrimin’s Board is committed to the adoption of corporate governance policies and practices consistent with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations that are appropriate for a company of Agrimin’s size and nature. Agrimin’s governance documents are reviewed annually and are available on the Company’s website. The Company is committed to maximising the employment and business opportunities for Indigenous people. Corporate In December 2021, the Company announced that it would receive a grant of $2.0 million under the Australian Federal Government’s Supply Chain Resilience Initiative (“SCRI”). The SCRI provides grant funding to Australian businesses in order to address supply chain vulnerabilities for critical products or inputs identified in the Sovereign Manufacturing Capability Plan. Grant funds to be received under the SCRI will be used for FEED works for the Mackay Potash Project. In addition to the Project’s award of Major Project Status by the Australian Government, the grant funding under the SCRI further underscores the domestic importance of the Project. The Company received $1.2 million on 13 December 2022 (30 June 2022: $0.4 million) to bring the total to $1.6 million. 9 Annual Mineral Resources and Ore Reserve Statement Drainable Porosity Mineral Resource Estimate (JORC Code 2012) Resource Zone UZT UZB LZ1 LZ2 LZ3 Aquifer Volume (Mm3) 10,568 28,636 48,127 248,711 17,003 Measured & Indicated Measured Indicated Total K (mg/L) SOP (Mt) K (mg/L) SOP (Mt) K (mg/L) 3,473 3.9 - - - - - - - - 3,719 3,405 3,542 - - 3.3 6.5 9.7 - - 3,558 3,405 3,542 - - SOP (Mt) 7.3 6.5 9.7 - - Total 353,045 3,473 3.9 3,527 19.5 3,509 23.5 Inferred Total Mineral Resource K (mg/L) SOP (Mt) K (mg/L) SOP (Mt) 2,969 3,084 3,428 3,382 1,910 3,232 3.7 3.6 9 75 8.7 100.0 3,360 3,292 3,487 3,382 1,910 3,285 11 10.1 18.7 75 8.7 123.5 Total Porosity Mineral Resource Estimate (JORC Code 2012) Resource Zone UZT UZB LZ1 LZ2 LZ3 Aquifer Volume (Mm3) 10,568 28,636 48,127 248,711 17,003 Measured & Indicated Measured Indicated Total K (mg/L) SOP (Mt) K (mg/L) SOP (Mt) K (mg/L) 3,473 16.5 - - - - - - - - 3,719 3,405 3,542 - - 8.6 54.6 81.4 - - 3,558 3,405 3,542 - - SOP (Mt) 25.1 54.6 81.4 - - Total 353,046 3,473 16.5 3,501 144.6 3,498 161.1 Inferred Total Mineral Resource K (mg/L) SOP (Mt) K (mg/L) SOP (Mt) 2,952 3,084 3,428 3,382 1,910 3,323 10.9 29.8 75.7 787.8 30.4 934.6 3,375 3,292 3,487 3,382 1,910 3,349 36 84.4 157 787.8 30.4 1,095.6 Classification Proved Probable Total Ore Reserve Brine Volume (GL) K (mg/l) SOP (Mt) 602 2,592 3,194 2,797 2,819 2,815 3.7 16.3 20 10 Review of Operations Competent Person Statement The mineral resources and ore reserves statement in this Annual Report is based on, and fairly represents, information and supporting information prepared by competent persons. The mineral resources statement in this Annual Report as a whole has been approved by Mr Derek Loveday, who is a full-time employee of Stantec Consulting Services Inc. Mr Loveday is a geologist and is an independent consultant to Agrimin Limited. Mr Loveday is a Member of the Society for Mining, Metallurgy & Exploration, a Professional Engineer of the Association of Professional Engineers and Geoscientists of Alberta, and a Professional Engineer of the South African Council for Natural Scientific Professions. Mr Loveday has provided his prior written consent to the form and context in which the mineral resources statement appears in this Annual Report. The ore reserves statement in this Annual Report as a whole has been approved by Mr Rick Reinke, who is a full-time employee of Stantec Consulting Services Inc. Mr Reinke is a hydrogeologist and is an independent consultant to Agrimin Limited. Mr Reinke is a member, a Professional Geoscientist, and Professional Geophysicist of the Association of Professional Engineers and Geoscientists of Alberta. Mr Reinke has provided his prior written consent to the form and context in which the ore reserves statement appears in this Annual Report. Cautionary Statement The Definitive Feasibility Study results, production target and forecast financial information referred to in this Annual Report are supported by the Definitive Feasibility Study mine plan which is based on the extraction of 93% Ore Reserve and 7% Inferred Mineral Resource. There is a low level of geological confidence associated with the Inferred Mineral Resource and there is no certainty that further exploration work and economic assessment will result in the conversion to Ore Reserve or that the production target itself will be realised. The Mineral Resource and Ore Reserve underpinning the production target in this Annual Report have been prepared by a competent person in accordance with the requirements of the JORC Code (2012). Forward Looking Statements This Annual Report may contain certain forward-looking statements which may not have been based solely on historical facts, but rather may be based on the Company’s current expectations about future events and results. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties, assumptions and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Forward looking information includes exchange rates; the proposed production plan; projected brine concentrations and recovery rates; uncertainties and risks regarding the estimated capital and operating costs; uncertainties and risks regarding the development timeline, including the need to obtain the necessary approvals. For a more detailed discussion of such risks and other factors, refer to this Annual Report in its entirety, as well as the Company’s other ASX Releases. Readers of this Annual Report should not place undue reliance on forward-looking information. No representation or warranty, express or implied, is made by the Company that the matters stated in this Annual Report will be achieved or prove to be correct. Recipients of this Annual Report must make their own investigations and inquiries regarding all assumptions, risks, uncertainties and contingencies which may affect the future operations of the Company or the Company’s securities. The Company does not undertake any obligation to update or revise any forward-looking statements as a result of new information, estimates or opinions, future events or results, except as may be required under applicable securities laws. 11 Environmental, Social and Governance Environmental, Social and Governance Agrimin is committed to developing the Mackay Potash Project sustainably and in alignment with the United Nations Sustainable Development Goals, as outlined in Figure 2. The Company’s commitment is embodied throughout its DFS and has been demonstrated through eight years of positive stakeholder engagement. Goal Agrimin’s Alignment Zero Hunger We aim to establish a globally important supply of sustainable fertiliser that can improve global agricultural productivity and assist developing countries to achieve food security. Good Health and Well-being We strive to provide a safe work place for our employees and the communities in which we operate. Their health and well-being is our paramount focus. Quality Education We have a planned program of training and education opportunities within our local communities which are designed to improve accessibility to the jobs that will be created over the life of our operations. Gender Equality We aspire to provide a positive and inclusive team environment. We recognise the importance of improving gender representation in the roles we create. Decent Work and Economic Growth We aim to empower local communities by creating jobs and supporting training programs throughout all phases of our operations to ensure economic benefits endure locally over the long-term. Industy, Innovation and Infrastructure We will develop important regional infrastructure that will create economic and social opportunities through better connectivity for remote communities. Reduced Inequalities We seek to provide jobs and economic opportunities for Indigenous people living in our country’s most isolated communities. We firmly believe our operations can be a catalyst for an improved quality of life. Responsible Consumption and Production We have designed a sustainable and low impact production process to ensure that our operations minimise the consumption of water, energy and other materials. Climate Action Life on Land We aim to achieve a high penetration of renewable energy in our operations and we are proud that our fertiliser will have one of the lowest carbon footprints associated with any major macronutrient fertiliser. We are committed to protecting the environment and minimising the impact on the biodiversity within the ecosystems we operate. Globally, we aim for our fertiliser to reduce the environmental impact of agriculture. Peace, Justice and Strong Institutions We are committed to acting in a transparent, accountable and responsible manner throughout all of our business dealings. We operate to high levels of corporate governance and intend to grow these with our business. Figure 2. Alignment with the United Nations Sustainable Development Goals 12 Environmental, Social and Governance Environment Agrimin believes in caring for the natural environment and aims to produce sustainable fertiliser products that minimise the environmental impacts of global agriculture. Agrimin is committed to managing its own environmental responsibilities during the production of its SOP, as well as offering an alternative to existing chemical and chloride-based potash fertilisers. The Mackay Potash Project gives Agrimin an opportunity to integrate environmental and social outcomes from the very beginning. The Project has a targeted renewable energy penetration of 58% through the utilisation of a hybrid gas, solar, wind and battery solution. This has contributed to Agrimin’s SOP having one of the lowest carbon footprints associated with any major macro-nutrient fertiliser. Agrimin has worked diligently to design a project that minimises the impact on the biodiversity within the ecosystems it operates. The Company has undertaken an extensive set of environmental surveys and studies with the aim of developing a comprehensive and holistic understanding of Lake Mackay, the Lake’s local and regional significance and potential impacts associated with the Project. The Company has been operating extensive field programs on Lake Mackay since 2015 and is proud to have never recorded a single significant environmental incident or received an environmental improvement or prohibition notice. Significant environmental incidents Value of fine DMRS improvement notices - environment DMRS prohibition notices - environment - - - - - - - - - - - - - - - - - - - - - - - - FY18 FY19 FY20 FY21 FY22 FY23 Figure 3. Environmental performance Safety The safety and wellbeing of Agrimin’s people and the communities in which it operates is a paramount focus. Agrimin believes all incidents are preventable and its aim is that all people will return home after work in the same or better condition than when they arrived. As Agrimin has grown it has retained an embedded and positive safety culture which is reflected in its safety performance. Agrimin’s culture is set by its progressive and accessible leadership team, along with everyone’s individual commitment to the values that drive safe behaviour. During the year, Agrimin had no Lost Time Injuries (“LTIs”) and no significant incidents were reported within the communities in which it operates. 2 - - - - - - FY17 FY18 FY19 FY20 FY21 FY22 FY23 Figure 4. LTI Performance 13 Social Agrimin’s vision is to empower local Indigenous communities through sustainable economic development and aims to sustainably produce fertiliser products that help achieve global food security. Agrimin believes in supporting the communities in which it operates and that it is essential to deliver significant benefits to members of local and regional communities, in particular the Traditional Owners of the lands it operates. Further, it will only truly succeed once it is accepted as an integral party of the communities in which it operates. Agrimin has established a long-standing and respectful relationship with the Traditional Owners who are affected by the Mackay Potash Project. The Company aims to continue to build upon this mutually beneficial relationship with the Traditional Owners of the land in which it operates, providing economic and cultural-strengthening opportunities with effective engagement, consultation and communication. The Mackay Potash Project will not only create jobs and economic opportunities for the local communities, but Agrimin will also provide training and education opportunities designed to improve their accessibility. Agrimin is particularly proud that its haulage joint venture (Newhaul Bulk) is developing a driver training program which will maximise the opportunity to recruit local and Indigenous employees. The development of the Mackay Potash Project will present local communities with improved access to infrastructure including roads, communication networks and access to utilities. Central to the project is a proposed sealed haul road which will directly benefit local communities and other businesses in the region. Agrimin’s premium quality SOP products will play a critical role in helping to achieve global food security. SOP will improve agricultural productivity and increase sustainable food production for farmers, particularly in the developing countries of South and Southeast Asia to nourish their rapidly growing middle-class populations. Governance Agrimin strives to act in a transparent, accountable and responsible manner in all of its business dealings. Agrimin’s Board is committed to the adoption of corporate governance policies and practices consistent with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations that are appropriate for a company of Agrimin’s size and nature. Agrimin’s governance documents are reviewed annually and include: Values Statement Code of Business Conduct Shareholder Communication Policy Continuous Disclosure Policy People and Remuneration Committee Charter • • • • • • Diversity Policy • • • Disclosure Policy • • Whistleblower Policy • Securities Trading Policy Environmental and Cultural Heritage Policy Audit and Risk Management Committee Charter Anti-Bribery and Corruption Policy These documents are available on the Agrimin website. Agrimin recognises that as the Mackay Potash Project moves to the next phase of development, contract and procurement management will become an increasingly important area of governance. Agrimin is committed to maximising the employment and business opportunities for Indigenous people, particularly the Kiwirrkurra People. Proposals from Kiwirrkurra People or entities will be given preferential weighting when tendering for smaller packages of work. 14 Environmental, Social and Governance People Agrimin cares about its people, they are its most important asset and the Company aspires to provide a positive, safe and inclusive team environment. Agrimin recognises the importance and improvement to business performance a diverse workforce can bring. Agrimin is committed to measuring and developing inclusive diversity within the roles it creates at the Mackay Potash Project ensuring equal access to opportunities irrespective of gender, age, race, national or ethnic origin, cultural background, social group, marital status, religion, sexual orientation or physical ability while ensuring equal remuneration is offered for all employees, reflective of the position, candidate experience and position tenure. Professional and personal development of its workforce is central to its business objective. Agrimin aims to create a positive team environment where its employees have the opportunity for lifelong learning and development, where it can empower its employees and local communities and leave a lasting positive legacy. 15 Directors’ Report AGRIMIN ANNUAL REPORT 2023 Directors’ Report Your directors are pleased to provide their report on Agrimin Limited (ASX: AMN) (‘Agrimin’ or the ‘Company’) together with the consolidated financial statements for the Company and its controlled entities (‘Group’) for the year ended 30 June 2023. Directors’ And Company Secretary The names and details of the Company’s directors and company secretary in office during the financial year and until the date of this report are as follows. The directors and company secretary were in office for the entire period unless otherwise stated. Names, Qualifications, Experience and Special Responsibilities Richard Seville Non-Executive Chairperson, appointed 5 August 2019. BSc (Hons) Mining Geology, MEngSc Rock Engineering, MAusIMM, ARSM. Mr Seville has over 35 years of experience in the resources sector including positions as Managing Director, Operations Director, Non-Executive Director and Chairperson of a number of ASX, TSX and AIM listed companies. Until 2019, Mr Seville was Chief Executive Officer and Managing Director of Orocobre Limited (ASX: ORE), a lithium and boron chemicals producer with operations in Argentina. Mr Seville led Orocobre for 12 years from IPO and during which time, he brought the flagship Olaroz brine project through exploration, feasibility and financing with project debt and partnering with Toyota Tsusho Corporation, into production and expansion. Mr Seville holds a BSc in Mining Geology from Imperial College, London and a Masters in Engineering Science from James Cook University. Mr Seville’s other current listed company directorships include ASX100 Allkem Ltd (ASX:AKE), formerly Orocobre Ltd, a significant lithium producer with operations and/or development projects in Argentina, Australia, Japan and Canada. Within the last 3 years, Mr Seville was formerly a director of ASX Listed OZ Minerals Limited. Debbie Morrow Chief Executive Officer and Managing Director, appointed 1 September 2023 BBus, GAICD. Ms Morrow is a highly accomplished executive with extensive experience leading large-scale projects and a range of senior corporate and sustainability roles across the energy and mining sectors. Ms Morrow had a 20 plus-year career with global oil and gas company Woodside Energy Ltd. More recently, she was a C-Level Executive of ASX 100 mining company OZ Minerals Ltd, responsible for overseeing the development of the company’s growth projects. Highly regarded as an authentic leader with infectious passion and energy, Ms Morrow has a reputation in strategy development and has a track record of converting vision into outcomes. Underpinned by commercial acumen, she is skilled at leading teams and creating strong connections with all internal and external stakeholders. Mark Savich Executive Director, appointed 1 December 2012 (Chief Executive Officer until 31 August 2023) BComm, CFA, GradDipMinExplGeoSc, GAICD. Mr Savich has 20 years of experience in the resources sector in Western Australia. He began his career as an accountant in 2003 and was subsequently a resources analyst between 2006 and 2014. Mr Savich became a Non-Executive Director of Agrimin in 2012 and was appointed as an Executive Director in 2014. He holds a Bachelor of Commerce from the University of Western Australia, a Graduate Diploma in Mineral Exploration Geoscience from the WA School of Mines, is a Chartered Financial Analyst (CFA), a graduate member of the Australian Institute of Company Directors and completed the Chartered Accountants (CA) program. 17 Brad Sampson Non-Executive Director, appointed 22 April 2016 (Non-Executive Chairperson until 5 August 2019). B.E. (Hons) Mining, MBA, AMP, MAusIMM. Mr Sampson is an internationally experienced business leader, director and mining professional with 30 years’ resources industry experience. In addition to significant project development and operating experience, he is an experienced director with listed and non-listed companies and has joint venture governance experience across multiple international jurisdictions. Mr Sampson currently serves as Chief Executive Officer and Director of Kore Potash Plc. He has been the Managing Director or CEO of multiple listed resources companies and held senior management roles in resources and engineering companies including Newcrest Mining, Gold Fields Ltd and Thiess. Mr Sampson’s other current listed company directorships include ASX listed Kore Potash Plc and ASX listed Metallica Minerals Ltd. Alec Pismiris Non-Executive Director and Company Secretary, appointed 3 October 2013. BComm, MAICD, FGIA, FCG. Mr Pismiris has over 30 years of experience in the securities, finance and mining industries. Since 1990, Mr Pismiris has served as a director and company secretary for various ASX listed companies as well as a number of unlisted public and private companies. Mr Pismiris completed a Bachelor of Commerce degree at the University of Western Australia, is a member of the Australian Institute of Company Directors and a fellow of The Governance Institute of Australia. Mr Pismiris has participated numerous times in the processes by which boards have assessed the acquisition and financing of a diverse range of assets and has participated in and become familiar with the range of evaluation criteria used and the due diligence processes commonly adopted in the commercial assessment of corporate opportunities. Mr Pismiris’ other current listed company directorships are ASX listed Sunshine Metals Limited, ASX listed The Market Herald Limited and ASX listed Bubalus Resources Limited. Mr Pismiris was formerly a director within the last 3 years of ASX listed Lanthanein Resources Limited (formerly Frontier Resources Limited), ASX listed Javelin Minerals Limited (formerly Victory Mines Limited) and TSX-V listed Pacton Gold Inc. Directors’ Report Interests In The Shares and Options of the Company and Related Bodies Corporate As at the date of this report the relevant interests of each director in the shares and options of the Group are: Director R Seville D Morrow (1) M Savich B Sampson A Pismiris Ordinary 555,488 - 11,892,000 1,920,000 5,400,000 Performance Rights 1,200,000 - 2,400,000 600,000 600,000 (1) The Company will issue 6,000,000 performance rights to Ms Morrow as a one-off commencement bonus subject to shareholder approval. These performance rights will vest upon either the achievement of Relative Total Shareholder Return against a comparator peer group over a three-year period from the grant date or an ASX announcement by the Company of the commencement of construction of its Mackay Sulphate of Potash Project within two years from the grant date. Directors’ Meetings An audit committee was originally established in July 2007. However, due to the current composition of the Board of Directors and scale of activities of the Company, this committee was not utilised during the year ended 30 June 2023. All matters that would normally have been reviewed by this committee were reviewed by the full Board of Directors. The number of directors’ meetings and number of meetings attended by each of the directors of the Company during the financial year were: Director R Seville M Savich B Sampson A Pismiris Board Meetings Held Attended 7 7 7 7 7 7 7 7 Principal Activities The principal activity of the Group during the year was advancing the Mackay Potash Project in Western Australia. There was no significant change in the nature of the Group’s activities during the financial year ended 30 June 2023. Review And Results Of Operations The Company incurred a $47,921 loss after income tax for the period (2022: $1,371,321). The decrease of loss after tax was primarily the result of the reversal of performance rights expensed since inception following management’s assessment of meeting the performance condition. During the year, $4,349,026 (2022: $6,417,335) of exploration expenditure was capitalised to exploration and evaluation assets. Dividends No dividends have been paid or recommended for the current year (2022: None). Events Subsequent To Reporting Date On 24 August 2023, the Company announced that Mark Savich will step down as the Company’s Chief Executive Officer and that highly regarded senior resources executive Debbie Morrow has been appointed as the Company’s Managing Director and Chief Executive Officer. Ms Morrow commenced employment on 1 September 2023. Mr Savich continues with the Company as an Executive Director until the end of 2023 to ensure a smooth management transition. Ms Morrow’s appointment comes after a thorough executive recruitment process. 19 The appointment is on an ongoing basis subject to termination by either party. Ms Morrow receives a base salary of $400,000 per annum plus compulsory superannuation calculated at the prevailing Superannuation Guarantee percentage rate (11% of the base salary as at the date hereof). Ms Morrow will be eligible to receive an annual STI up to 50% of annual remuneration payable 50% share based and 50% cash. Ms Morrow may be eligible to participate in any share plan or LTI plan operated by the Company. The Company will issue 6,000,000 performance rights to Ms Morrow as a one-off commencement bonus subject to shareholder approval. These performance rights will vest upon either the achievement of Relative Total Shareholder Return against a comparator peer group over a three-year period from the grant date or an ASX announcement by the Company of the commencement of construction of its Mackay Sulphate of Potash Project within two years from the grant date. Either party may terminate the agreement by giving the other party six months’ written notice. The Company may terminate the agreement without notice if Ms Morrow commits a serious or persistent breach of the agreement, or otherwise engages in misconduct or negligent performance of duties. Likely Developments And Expected Results Of Operations Likely developments in the operations of the Group are set out in the Review of Operations from page 4. Indemnification of Auditors To the extent permitted by law, the Company has agreed to indemnify its auditors, RSM Australia Partners, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify RSM Australia Partners during or subsequent the financial year. Indemnification and Insurance of Directors and Officers INDEMNIFICATION The Company has agreed to indemnify the directors of the Company against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as directors of the Company, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. INSURANCE PREMIUMS The Company has arranged directors’ and officers’ liability insurance, for past, present or future directors, secretaries and executive officers. The insurance cover relates to: • • costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and 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. The Group paid a premium of $45,000 (2022: $40,000) for directors’ and officers’ insurance. Environmental Regulation And Performance The Group is subject to environmental regulation in respect to its exploration activities and aims to ensure that the highest standard of environmental care is achieved, and it complies with all relevant environmental legislation. There have been no material breaches during the period covered by this report. Non-Audit Services During the financial year, RSM Australia Partners have not provided any non-audit services. 20 Directors’ Report Corporate Governance This statement outlines the main corporate governance practices adopted by the Board of Agrimin which comply with the ASX Corporate Governance Council recommendations unless otherwise stated. The Board and management of Agrimin recognise their duties and obligations to shareholders and other stakeholders to implement and maintain a proper system of corporate governance. The Company believes that good corporate governance adds value to stakeholders and enhances investor confidence. The ASX Listing Rules require listed companies to prepare a statement disclosing the extent to which they have complied with the recommendations of the ASX Corporate Governance Council (‘Recommendations’) in the reporting period. The Recommendations are guidelines designed to improve the efficiency, quality and integrity of the Company. They are not prescriptive and if a company considers a recommendation to be inappropriate having regard to its own circumstances, it has the flexibility not to follow it. Where a company has not followed all the Recommendations, it must identify which Recommendations have not been followed and give reasons for not following them. This Corporate Governance Statement (‘Statement’) sets out a description of the Company’s main corporate practices and provides details of the Company’s compliance with the Recommendations, or where appropriate, indicates a departure from the Recommendations with an explanation. This Statement is current as at 30 June 2023 and has been approved by the Board of Directors of Agrimin. It is available on the Company’s website at http://www.agrimin.com.au/corporate-governance/. Auditor’s Independence Declaration A copy of the Auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 33. 21 Directors’ Report 22 Directors’ Report Remuneration Report (Audited) 1. Principles of Remuneration Key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Group. The Key Management Personnel of Agrimin Limited and the Group are: DIRECTORS R Seville D Morrow M Savich B Sampson A Pismiris Non-Executive Chairperson Chief Executive Officer and Managing Director, appointed on 1 September 2023 Executive Director, appointed on 1 December 2012 (CEO until 31 August 2023) Non-Executive Director Non-Executive Director and Company Secretary NAMED KEY MANAGEMENT PERSONNEL T Lyons General Manager (resigned on 28 February 2023) All the above persons were key management personnel during the financial year to 30 June 2023 unless otherwise stated. The information provided in this remuneration report has been audited as required by section 308 (3C) of the Corporations Act 2001. KEY ELEMENTS OF KEY MANAGEMENT PERSONNEL REMUNERATION STRATEGY The following principles of remuneration have been agreed by the Board and formed the basis of the principles of remuneration during the relevant periods of employment and will remain relevant to future employment arrangements. Remuneration levels for key management personnel of the Group are competitively set to attract and retain appropriately qualified and experienced directors and executives and as relevant to the circumstances of the Company from time to time. The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The remuneration structures consider the capability and experience of the key management personnel and the Group’s performance including: • • • • • the successful implementation of exploration and development programs designed to progress into operations; the Group’s earnings, when and if appropriate; the growth in share price and delivering enhancement of shareholder value; the relevant prevailing employment market conditions; and the amount of incentives within each key management person’s remuneration. Remuneration packages include a mix of fixed and variable remuneration and short and long-term performance- based incentives. 1.1 Fixed Remuneration Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any fringe benefits tax charges related to employee benefits) as well as employer contributions to superannuation funds, as required by law. Remuneration levels are reviewed annually by the Chief Executive Officer and the Board through a process that considers individual performance, employment market conditions and overall performance of the Group. 23 1.2 Performance Linked Remuneration Performance linked remuneration includes short-term and long-term incentives and is designed both to reward key management personnel for meeting or exceeding their financial and personal objectives and to keep the Group competitive in the marketplace. The Short-Term Incentive (STI) is an at-risk bonus provided in the form of cash and shares based on agreed key performance indicators (KPIs) for each position. A Long-Term Incentive (LTI) has been provided as performance rights to ordinary shares of the Company under the rules of the Agrimin Employee Securities Incentives Plan 2019 (ESIP). The ESIP provides for the issuance of performance securities which can include a plan share, option, performance right or other convertible security. Upon determination by the Board that the performance conditions attached to the performance securities have been met, this will result in the issue of one ordinary share in the Company for each performance security. If a performance condition of a performance security is not achieved by the milestone date then the performance security will lapse. A performance security will also lapse if the Board determines the participant ceases to be an eligible employee for the purposes of the ESIP for any reason (other than as a result of retirement, disability, bona fide redundancy or death). 1.3 Long-Term Incentives The LTIs include long-service leave and share based payments (‘performance securities’) which are outlined below. PERFORMANCE SECURITIES Performance securities are issued under the ESIP (made in accordance with thresholds set in plans that have been initially approved by the Board) and it provides for key management personnel to receive varying numbers of performance rights for no consideration. The actual number of performance securities issued depends on the seniority and responsibility of the executive concerned. The performance conditions and vesting periods of the performance securities are set so as to provide a realistic incentive to each executive and to reflect the executive’s contribution to the Group and enhancement of value for all shareholders. At the annual general meeting of shareholders held on 27 November 2019, the Company obtained approval for the adoption of the ESIP in accordance with the requirements of ASX Listing Rule 7.2, Exception 9. The ESIP has not replaced the Performance Right Plan 2014 (PRP) which was renewed in 2017. Under the PRP 7,000,000 performance rights were issued to the following directors and other key management personnel: Director M Savich B Sampson A Pismiris Other key management personnel T Lyons Number issued 4,000,000 500,000 500,000 2,000,000 The performance condition attached to these rights were as follows: Performance condition Expiry date An ASX announcement by the Company of the production of its first Sulphate of Potash (SOP) from the Mackay SOP Project as per the final feasibility study. Ther performance rights are subject to a milestone date being five years from the date of grant on 15 September 2017. Six months from the date of satisfaction of the Vesting Condition The grant date fair value of the performance rights above ranged between $0.51 to $0.84 per right. At the annual general meeting of shareholders held on 26 November 2020, the Company obtained approval to amend the terms of the 7,000,000 existing performance rights in accordance with the Listing Rules 6.23.3 and 6.23.4. Pursuant to the Listing Rule 10.14, approval was obtained to issue 1,000,000 performance rights to the Chairperson, Richard Seville, in accordance with Agrimin’s ESIP Plan (2019). 24 Directors’ Report 1.3 Long-Term Incentives (Continued) PERFORMANCE SECURITIES (CONTINUED) The performance condition attached to these rights are as follows: Milestone Performance condition Milestone A Milestone B An ASX announcement by the Company of the commencement of construction at the Mackay Potash Project. The performance rights are subject to a milestone date of 1 November 2022. An ASX announcement by the Company of the production of its first Sulphate of Potash (SOP) from the Mackay Potash Project as per the final feasibility study. The performance rights are subject to a milestone date of 1 November 2025. Expiry date Six months from the date of satisfaction of the Vesting Condition. Six months from the date of satisfaction of the Vesting Condition. On 21 July 2020, the Company announced the results of the DFS for the Mackay Potash Project. The DFS showed the Project to be economically attractive and more than justified the Project advancing the permitting, offtake and financing stage. However, the timeframe to complete this stage and then construct the Project has resulted in the expected production date of the existing rights to be modified. The Company considered the reasons for the delay in production date were more than justified by the rigour and quality of the DFS and the development of a more realistic understanding of the timeframe necessary to complete the permitting, offtake and financing stage to construct the project. The Company also considers that it is appropriate to incentivise the holders of the performance rights to bring the Project toward the commencement and construction and it is therefore justified, with the approval of Shareholders, to change the conditions of the existing performance rights. At Balance date the Company had 4,800,000 performance rights outstanding (2022: 10,200,000) relating to key management personnel. On 8 December 2022, the Company cancelled 3,900,000 performance rights under Milestone A being the performance condition not being satisfied. On 1 March 2023, 1,500,000 performance rights related to Mr Lyons lapsed following his resignation. Holder Milestone B Commencement of Production Milestone date 1 November 2025 R Seville A Pismiris B Sampson M Savich Total 1,200,000 600,000 600,000 2,400,000 4,800,000 The grant date fair value of the performance rights above ranged between $0.365 to $0.510 per right. The minimum and maximum value of the performance rights yet to be granted is $0 and $2,317,000. In accordance with AASB 2 Share Based Payments, the Company has recognised the fair value of the performance rights since grant date. If a performance condition of a performance security is not achieved by the milestone date then the performance security will lapse. A performance security will also lapse if the Board determines the participant ceases to be an eligible employee for the purposes of the ESIP for any reason (other than as a result of retirement, disability, bona fide redundancy or death). The Board considers that the incentive to the directors and other key management personnel represented by the grant of these performance rights, are a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of the directors and are consistent with the strategic goals and targets of the Company. 25 1.4 Consequences Of Performance On Shareholder Wealth The Board considers that the most effective way to increase shareholder wealth is through the successful exploration and development of the Group’s exploration tenements. The Board considers that the Group’s LTI schemes incentivise key management personnel to successfully explore the Group’s tenements by providing rewards that are directly correlated to delivering value to shareholders through share price appreciation. The factors that are considered relevant to affect total shareholder returns as required to be disclosed by the Corporations Act 2001 are summarised in the following table. The table excludes return on capital employed as a relevant measure given the exploration basis of activity and operations of the Company. Net loss after tax ($000’s) Dividends paid Share price at year end ($’s) 2023 2022 2021 2020 2019 2018 2017 (48) Nil (1,371) (5,022) (1,799) (1,795) (1,193) Nil Nil Nil Nil Nil (903) Nil $0.160 $0.400 $0.495 $0.435 $0.505 $0.940 $0.465 Prior year comparatives above have not been adjusted for any impact of adopting AASB 16 Leases in FY20; and AASB 15 Revenue from Contracts with Customers and AASB 9 Financial Instruments in FY19. The Company also notes that as an exploration and development company, operating revenue and profits are not KPIs in reviewing key management personnel STIs or LTIs. When establishing guidelines for any STIs, the Company looks to other measures such as enhancement of share price and capital raising opportunities (as relevant), achievement of project development milestones, conducting operations in line with Company values and maximising value of the Group’s potash projects. Directors’ Report 2. Remuneration of Key Management Personnel Details of the nature and amount of each major element of remuneration of each director and key management person of the Group are as follows: 2023 Directors R Seville M Savich B Sampson A Pismiris(1) Total Directors Key management personnel T Lyons(3) Total key management personnel Total 2022 Directors R Seville M Savich B Sampson A Pismiris(1) Total Directors Key management personnel T Lyons Total key management personnel Total Short-term employee benefits Salary & fees STI Consulting fees Total 100,000 258,287 54,299 60,000 472,586 186,332 186,332 658,918 100,000 275,740 54,545 60,000 490,285 224,518 224,518 714,803 - - - - - - - - - - - - - 65,520 65,520 65,520 - - - 36,000 36,000 - - 100,000 258,287 54,299 96,000 508,586 186,332 186,332 36,000 694,918 - - - 36,000 36,000 - - 36,000 100,000 275,740 54,545 96,000 526,285 290,038 290,038 816,323 (1) Mr Pismiris acted as company secretary during the year. Consulting fees represent amounts paid to Mr Pismiris for the performance of these services. (2) Share based payment includes the reversal of $1,418,147 previously expensed since grant date for Milestone B as the probability of achieving the performance condition fell below 50%. (3) Mr Lyons resigned on 28 February 2023 and his termination payment includes unused long service leave and annual leave which reflected under his salary & fees. 27 Post-employment superannuation benefits Other Annual leave Long service leave Total Share based payment(2) 10,500 27,500 5,701 - 43,701 20,244 20,244 63,945 10,000 27,500 5,455 - 42,955 23,992 23,992 66,947 - 23,269 - - - 36,992 - - 110,500 346,048 60,000 96,000 (169,953) (605,834) (151,458) (151,458) 23,269 36,992 612,548 (1,078,703) 9,846 9,846 9,283 9,283 225,705 (339,442) 225,705 (339,442) 33,115 46,275 838,253 (1,418,145) - 23,269 - - - 36,992 - - 23,269 36,992 15,763 15,763 39,032 26,478 26,478 63,470 110,000 363,501 60,000 96,000 629,501 356,271 356,271 985,772 108,787 (611,289) 33,756 33,756 (434,990) (311,507) (311,507) (746,497) Directors’ Report 2.1 Service Contracts Remuneration and other terms of employment for key management personnel are formalised in service agreements. The Company has entered into an employment agreement with Chief Executive Officer and Managing Director, Ms Debbie Morrow. The material terms of the agreement are set out as follows: • • • • • • • Commencement date: 1 September 2023 Term: Ongoing and reviewed annually at the sole discretion of the Board Fixed remuneration: $400,000 per annum exclusive of superannuation Annual bonus of up to 50% of remuneration payable as 50% share base and 50% cash Performance rights: a one-off commencement bonus of 6,000,000 performance rights, subject to shareholder approval at the Company’s Annual General Meeting Termination without cause: six-month notice period Termination for cause: no notice period The Company has entered into an employment agreement with Chief Executive Officer, Mr Mark Savich. The material terms of the agreement are set out as follows: • • • • • Commencement date: 1 March 2015 Term: Ongoing and reviewed annually at the sole discretion of the Board Fixed remuneration: $330,000 per annum inclusive of superannuation Termination for cause: no notice period Termination without cause: three-month notice period Mr Savich’s remuneration is in line with market and is inclusive of the potential STI for the year. The Company has entered into an employment agreement with General Manager, Mr Thomas Lyons. The material terms of the agreement are set out as follows: • • • • • • Commencement date: 24 March 2014 (revised contract 1 July 2018) Term: Ongoing and reviewed annually at the sole discretion of the Board Fixed remuneration: $192,000 per annum exclusive of superannuation Annual bonus of up to 30% of remuneration based upon KPIs set by the Board and reviewed annually Termination for cause: no notice period Termination without cause: three-month notice period Mr Lyons resigned on 28 February 2023. There are currently no other service contracts with any director and there are no other key management personnel in the Company. 2.2 Non-Executive Directors’ Remuneration Total fees for all Non-Executive Directors was originally set by the Board on 22 June 2007 to not exceed $147,000. The levels of fees set were based on a review involving reference to fees paid to other Non-Executive Directors of comparable companies at the time. At a general meeting held on 15 September 2017 the Company obtained shareholder approval to increase the maximum total aggregate amount of fees payable to Non-Executive Directors from $147,000 per annum to $250,000 per annum. At the annual general meeting held on 27 November 2019 the Company obtained shareholder approval to increase the maximum total aggregate amount of fees payable to Non- Executive Directors from $250,000 per annum to $350,000 per annum. 29 Directors’ fees are paid monthly. Members of the Board of Directors are entitled to performance related remuneration, subject to obtaining the appropriate shareholder approvals. The chairperson base fee is $100,000 per annum exclusive of superannuation and base fees for Non-Executive Directors is $60,000 per annum including superannuation. Directors’ fees cover all main board activities. Additional services provided outside of board duties attract a separate daily rate agreed by the full Board. There is no board retirement scheme and there is currently no intention to establish such a scheme. 2.3 Long-Term Incentives PERFORMANCE SECURITIES The Group’s policy in relation to the proportion of remuneration that is performance related is discussed under the section titled ‘Performance Linked Remuneration’. Details of vesting profiles of the performance rights granted as remuneration to each key management person of the Group are detailed below. PERFORMANCE RIGHTS SUMMARY Details of performance rights held by key management personnel of the Group for Milestone B during the financial year are as follows: Held at beginning of year 1,200,000 4,800,000 600,000 600,000 2023 Directors R Seville M Savich B Sampson A Pismiris Key management personnel T Lyons Total 3,000,000 10,200,000 Granted Forfeited/ expired Held at the end of year Vested at end of year Expiry Date - - - - - - - 1,200,000 - 6 months from vesting (2,400,000) 2,400,000 - 6 months from vesting - - 600,000 600,000 - 6 months from vesting - 6 months from vesting (3,000,000) - - 6 months from vesting (5,400,000) 4,800,000 - - The probability of achieving the milestones was assessed by management and it was determined that the probability of achieving Milestone B was less likely than not and less than 50% and as a result $1,719,359 was reversed (since grant date). In accordance with AASB 2 Share Based Payments the Company has recognised the fair value of the performance rights since grant date, being 15 September 2017. The grant date fair value of the performance rights above ranged between $0.365 to $0.510 per right. The minimum and maximum value of the performance rights yet to be granted is $0 and $2,317,000. 30 Directors’ Report 2.4 Shareholdings of Key Management Personnel Shares held, directly, indirectly or beneficially, by key management personnel, including their related parties during the financial year, were as follows: 2023 Directors R Seville M Savich B Sampson A Pismiris Key Management Personnel T Lyons(1) Total Held at beginning of year Purchases / other acquisitions Other Held at the end of year 555,488 11,892,000 1,920,000 5,400,000 2,437,254 22,204,742 - - - - - - - - - - 555,488 11,892,000 1,920,000 5,400,000 (2,437,254) (2,437,254) - 19,767,488 (1) Mr Lyons resigned on 28 February 2023 and he is no longer a KMP of the Company following his resignation. 2.5 Transactions and Balances with Key Management Personnel and Their Related Parties At the end of the financial year, $8,000 was payable for professional services provided by Mr Pismiris as Non-Executive Director and Company Secretary (2022: $8,000). There were no other related party transactions with other key management personnel of the Group for the year ended 30 June 2023 (2022: Nil). All transactions were made on normal commercial terms and conditions and at market rates. -END OF REMUNERATION REPORT- This report is made with a resolution of the directors: Mark Savich Executive Director Perth 7 September 2023 31 32 Auditor’s Independence Declaration 33 RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111 www.rsm.com.au AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of Agrimin Limited for year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) (ii) 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. RSM AUSTRALIA PARTNERS Perth, WA Dated: 7 September 2023 TUTU PHONG Partner THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation 34 Consolidated Statement Of Comprehensive Income Consolidated Statement Of Comprehensive Income For The Year Ended 30 June Note 2023 $ 2022 $ Other income Profit on disposal of property, plant and equipment Share of net profit of equity accounted associate Share based payment Finance income Finance expenses Administrative expenses Loss before income tax Income tax expense Loss for the year 10 16 3 4 Other comprehensive income Share of other comprehensive income of equity accounted associate 10 Total comprehensive income/(loss) for the year 111,579 98,411 128,402 1,719,359 92,247 (14,957) (2,182,962) (47,921) 12,165 - 12,875 931,831 7,365 (19,642) (2,315,915) (1,371,321) - - (47,921) (1,371,321) - 19,636,000 19,588,079 - - (1,371,321) Loss per share Basic and diluted loss per share 18 (0.02) cents (0.59) cents The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 35 Consolidated Statement of Financial Position Consolidated Statement of Financial Position As at 30 June Note 2023 $ 2022 $ Assets Current assets Cash and cash equivalents Other receivables Deposits Prepayments Total current assets Non-current assets Exploration and evaluation assets Property, plant and equipment Right of use asset Investment in associate accounted for using equity method Investment in joint venture Other assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provisions Lease liabilities Total current liabilities Non-current liabilities Provisions Lease liabilities Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Accumulated losses Total equity 5 6 7 8 9 10 11 12 13 14 13 14 15 16 2,230,879 6,814,774 166,369 158,674 49,140 212,043 158,674 44,728 2,605,062 7,230,219 42,741,413 40,319,514 36,606 317,496 20,165,463 16,724 896,330 64,174,032 121,007 60,362 401,061 - 871,330 41,773,274 66,779,094 49,003,493 688,027 144,819 133,531 966,377 970,435 188,725 1,159,160 1,431,419 244,403 67,031 1,742,853 823,377 - 823,377 2,125,537 2,566,230 64,653,557 46,437,263 73,724,084 20,667,080 (29,737,607) 64,653,557 73,376,510 2,750,439 (29,689,686) 46,437,263 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 36 Consolidated Statement of Changes In Equity Consolidated Statement of Changes In Equity For The Year Ended 30 June Note Share capital Share based payment reserve Accumulated losses Balance at 1 July 2022 Loss for the year Share of other comprehensive income of equity accounted associate 10 Total comprehensive income for the year Transaction with owners in their capacity as owners: Issue of ordinary shares Costs from issue of ordinary shares Share based payment Balance at 30 June 2023 Balance at 1 July 2021 Loss for the year Total comprehensive loss for the year Transaction with owners in their capacity as owners: Issue of ordinary shares Costs from issue of ordinary shares Share based payment Balance at 30 June 2022 15 15 16 15 15 16 $ $ $ 73,376,510 2,750,439 (29,689,686) - - - 350,000 (2,426) - - - - - - (1,719,359) (47,921) - (47,921) - - - 73,724,084 1,031,080 (29,737,607) 63,797,395 3,682,270 (28,318,365) - - 10,006,000 (426,885) - 73,376,510 - - - - (931,831) 2,750,439 (1,371,321) (1,371,321) - - - (29,689,686) The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 37 Other equity reserves Total equity $ $ - - 46,437,263 (47,921) 19,636,000 19,636,000 19,636,000 19,588,079 - - - 19,636,000 - - - - - - - 350,000 (2,426) (1,719,359) 64,653,557 39,161,300 (1,371,321) (1,371,321) 10,006,000 (426,885) (931,831) 46,437,263 38 Consolidated Statement of Cash Flows Consolidated Statement of Cash Flows For The Year Ended 30 June Cash flows from operating activities Payments to suppliers and employees Interest received Other income Note 2023 $ 2022 $ (2,043,018) (2,264,000) 92,248 11,579 7,365 12,165 Net cash used in operating activities 17 (1,939,191) (2,244,470) Cash flows from investing activities Payments for exploration and evaluation assets Net payments for deposits Payments for other assets Investment in joint venture Proceeds from disposal/(payments for) of property, plant and equipment (4,529,072) (6,348,378) - (25,000) (16,724) 135,955 (68,515) (25,000) - (6,206) Proceeds from Supply Chain Resilience Initiative ('SCRI') grant 1,200,000 400,000 Proceeds from R&D tax incentive Net cash used in investing activities Cash flows from financing activities Proceeds from issue of share capital Payment of share issue costs Repayment of lease liability Interest payment on lease liability Net cash used in/(from) financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June 5 727,127 (2,507,714) 166,455 (5,881,644) - 10,006,000 (2,426) (123,232) (11,332) (136,990) (4,583,895) 6,814,774 2,230,879 (426,885) (108,713) (6,971) 9,463,431 1,337,317 5,477,457 6,814,774 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 39  Notes to the Consolidated Financial Statements AGRIMIN ANNUAL REPORT 2023 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements 1. Reporting Entity Agrimin Limited (the ‘Company’) is a for profit company limited by shares, incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (‘ASX’). The consolidated financial report comprises the Company and its wholly owned subsidiaries (referred to as the ‘Group’ and individually as ‘Group Entities’). Agrimin Limited is primarily involved in the mineral exploration and development of potash projects in Western Australia. The address of the registered office is 2C Loch Street, Nedlands, Perth, WA, 6009. The consolidated financial statements were authorised for issue by the Board of Directors on 7 September 2023. 2. Basis of Preparation (a) Basis of Preparation The consolidated financial statements of the Group are general purpose financial statements for the year ended 30 June 2023 prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements of Agrimin Limited also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The consolidated financial statements have been prepared on historical cost basis and are presented in Australian dollars which is the functional currency of all entities in the Group. The accounting policies adopted in the preparation of this consolidated financial report have been consistently applied to all periods presented, unless otherwise stated. (b) Adoption of new and revised accounting standards In the year ended 30 June 2023, the Company adopted all new and revised Accounting Standards and Interpretations issued by the AASB that are relevant to its operations and effective from 1 July 2022. It has been determined that there is no material impact from the adoption of new and revised Accounting Standards and Interpretations. (c) Going concern This consolidated financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. As disclosed in the financial statements, the Group incurred a loss for the year of $47,921 and had net cash outflows from operating and investing activities of $1,939,191 and $2,507,714 respectively for the year ended 30 June 2023. As at the date the Group has net current assets of $1,638,385 including cash and cash equivalents of $2,230,879. The directors believe that it is reasonably foreseeable that the Group will continue as a going concern and that is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following factors: • • The Group’s ability to issue additional share under the Corporation Act 2001 to raise further working capital; and The Group has the ability to divest part or all of its interest in Tali Resources Pty Ltd. (d) Principles of consolidation (i) Subsidiaries A subsidiary is an entity controlled by the Group. 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 included in the consolidated financial statements from the date that control commences until the date that control ceases. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. 41 The acquisition method of accounting is used to account for business combinations by the Group. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. (ii) Investments in equity accounted investees An associate is an entity over which the Group has significant influence but not control or joint control. This is generally the case where the Group has significant voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost. Under the equity method of accounting, the investments are initially recognised at fair value and adjusted thereafter to recognise the Group’s share of the post-acquisition profit or losses and other comprehensive income or losses of the investee in the consolidated statement of comprehensive income. The financial statements of the associate are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. An impairment loss is measured by comparing the recoverable amount of its investment to the carrying amount. An impairment loss is recognised in the consolidated statement of comprehensive income and is reversed if there has been a favourable change in the estimates used to determine the recoverable amount. (iii) Investment in joint venture A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Investments in joint ventures are accounted for using the equity method. Under the equity method, the share of the profits or losses of the joint venture is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in joint ventures are carried in the statement of financial position at cost plus post-acquisition changes in the consolidated entity’s share of net assets of the joint venture. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Income earned from joint venture entities reduce the carrying amount of the investment. (e) Segment reporting Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker, which has been identified by the Group as the Chief Executive Officer and other members of the Board of Directors. The Group operates only in one reportable segment being predominantly in the area of mineral exploration and development in Western Australia. 42 Notes to the Consolidated Financial Statements 2. Basis of Preparation (Continued) (f) Estimates and judgements The preparation of these financial statements 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 involving higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are: (i) exploration expenditure Recoverability of capitalised exploration and evaluation expenditure and pre-license The future recoverability of capitalised exploration expenditure and pre-license exploration expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset and pre-license exploration expenditure through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure and pre-license exploration expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. In addition, exploration and evaluation is capitalised if activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent it is determined in the future that this capitalised expenditure should be written off, profits and net assets will be reduced in the period in which this determination is made. (ii) Provision for rehabilitation The Group records the present value of estimated costs of legal and constructive obligations to restore operating locations in the period in which the obligation is incurred. The nature of restoration activities includes dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and revegetation of affected areas. In determining an appropriate level of provision, consideration is given to the expected future costs to be incurred and timing of these expected future costs. The ultimate cost of decommissioning and restoration is uncertain and costs can vary in response to many factors including changes to the relevant legal requirements, the emergence of new restoration techniques or experience at other similar mine-sites. The expected timing of expenditure can also change, for example in response to changes in reserves or to production rates. Changes to any of the estimates are applied prospectively by recognising an adjustment to the rehabilitation liability. (iii) Share based payments The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instrument at the date at which they are granted. The fair value was determined to be the market value of the Group’s shares at grant date. The accounting estimates and assumptions relating to the equity-settled share based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. (g) Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. When measuring fair value of an asset or liability, the Group uses market observable data as far as possible. The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in the highest and best use or by selling it to another market participant that would use the asset in its highest and best use. 43 Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • • • Level 1 – quoted (unadjusted) market price in active markets for identical assets or liabilities; Level 2 – valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and Level 3 – valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. (h) Finance income Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the effective interest method which is the rate that exactly discounts estimated future cash receipts over the expected life of the financial asset to the gross carrying amount of the financial asset. (i) Finance costs Finance costs comprise of interest expense on lease liabilities and the unwinding of the discount on provisions. (j) Income Tax Income tax expense comprises current and deferred tax. Current and deferred taxes are recognised in profit or loss except to the extent that they relate to a business combination, or items recognised directly in equity, or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. (i) Deferred Tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. The Company and its wholly-owned Australian resident entities are part of a tax-consolidated group. All members of the tax-consolidated group are taxed as a single entity. The head company within the tax-consolidated group is Agrimin Limited. 44 Notes to the Consolidated Financial Statements 2. Basis of Preparation (Continued) (k) Impairment of non-financial assets Non-financial assets are reviewed for impairment at each reporting date to determine if events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are consolidated at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets (cash-generating units). Non-financial assets that have been impaired are reviewed for possible reversal of the impairment at each reporting date. (l) Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the consolidated entity’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. (m) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less. (n) Deposits The deposits comprised of prepaid tenement rents and prepaid miscellaneous licence rents. The annual rents paid to the Western Australian Department of Mines Industry Regulations and Safety (DMIRS) in advance when application for tenements and miscellaneous licences was made during the year. These amounts are held in trust by the DMIRS pending the grant of the tenements and miscellaneous licences and are refundable if for any reason the tenements do not get granted. The deposits are classified as current assets. (o) Exploration and evaluation assets Exploration and evaluation costs are capitalised as exploration and evaluation assets on an area of interest basis. Such costs comprise net direct costs, research and development expenditure and an appropriate portion of related overhead expenditure, but do not include general overheads or administrative expenditure not having a specific connection with a particular area of interest. Costs incurred before the Group has obtained the legal right to explore an area of interest are recognised in profit or loss. An exploration and evaluation asset is only recognised if the right to the area of interest is current and either: • • the expenditure is expected to be recouped through successful development and exploitation of an area of interest, or by its sale; or activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in or in relation to the area of interest are continuing. Accumulated costs in respect of areas of interest are recognised in profit or loss when the above criteria do not apply or when the directors assess that the carrying value may exceed the recoverable amount. 45 Once a development decision has been taken, all past and future exploration and evaluation expenditure in respect of the area of interest is aggregated within costs of development. The aggregated cost is first tested for impairment and then reclassified from exploration and evaluation assets to mining property and development assets within property, plant and equipment. The costs of a productive area are amortised over the life of the area of interest to which such costs relate on the production output basis. Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability, and facts and circumstances suggest that the carrying amount of the asset exceeds the recoverable amount. Such indicators of impairment include the following: • • • • the right to explore has expired during the period or will expire in the near future and is not expected to be renewed; substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; exploration and evaluation in the specific area has not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; or sufficient data exists to indicate that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale even if development in the specific area is likely to proceed. For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating units consistent with exploration activity. The cash generating units are not larger than the areas of interest. (p) Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and is recognised net within other income/ other expenses in profit or loss. (i) Depreciation and amortisation Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Major depreciation and amortisation periods are: Plant and equipment Motor vehicles Software Office furniture and equipment 2023 5 years 4 years 2 years 3 - 5 years Depreciation and amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. 46 Notes to the Consolidated Financial Statements 2. Basis of Preparation (Continued) (q) Right of use asset The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right of use assets includes the amount of lease liabilities recognised, initial direct costs incurred and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised assets are depreciated on a straight-line basis over the shorter of its estimated useful life and lease term. Right of use assets are assessed for impairment. (r) Other assets Pre-license exploration expenditure relates to the purchase of exploration data where the related exploration license is yet to be granted, is brought to account as an asset at its cost of acquisition if it gives rise to proprietary information that the Group can control. (s) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. They are recognised initially at fair value net of directly attributable transaction costs. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. (t) Employee benefits Employee benefits are expensed in the profit or loss and provisions are made for benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, long service leave and related on costs such as superannuation, worker’s compensation and payroll tax. The Group’s superannuation is a defined contribution plan under which fixed contributions are made to a superannuation fund with no further legal or constructive obligation to pay. A liability is recognised for the amount expected to be paid under short-term cash bonus plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Liabilities expected to be settled within twelve months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value, and expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash flows. (u) Equity settled transactions The Group provides benefits to employees (including Directors) and other non-employees of the Group in the form of share-based payment transactions, whereby employees and consultants 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 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: • • the extent to which the vesting period has expired; and the number of awards that, in the opinion of the Directors will ultimately vest. This opinion is formed based on the best available information at balance 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. 47 No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. 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. (v) Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term except for short-term leases and leases of low-value assets. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate and amounts expected to be paid under residual value guarantees. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the in-substance fixed lease payments. Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to its short-term leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. (w) Rehabilitation provision The Group records the present value of estimated costs of legal and constructive obligations to restore operating locations in the period in which the obligation is incurred as a result of past events. The nature of restoration activities includes dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and revegetation of affected areas. When the liability is initially recognised, the present value of the estimated cost is capitalised by increasing the carrying amount of the related mining assets. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability. The periodic unwinding of the discount is recognised in the statement of comprehensive income as a finance cost. Additional disturbances or changes in rehabilitation costs are recognised as additions or charges to the corresponding asset and rehabilitation liability when they occur. (x) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a reduction of the share proceeds received. (y) Earnings per share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise share options and performance rights granted to employees and agents of the Group. 48   Notes to the Consolidated Financial Statements 2. Basis of Preparation (Continued) (z) Tax incentives and government grant The Group undertakes expenditure on activities that are categorised as eligible expenditure under the Research & Development Tax Incentive which is dependent upon certain criteria and may be subject to a tax offset. Such government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Where a grant is received or receivable in relation to research and development costs which have been capitalised, the tax offset shall be deducted from the carrying value of the asset. The Group has received a grant under the Australian Federal Government’s Supply Chain Resilience Initiative (“SCRI”). The SCRI provides grant funding to Australian businesses in order to address supply chain vulnerabilities for critical products or inputs identified in the Sovereign Manufacturing Capability Plan. The grant is to subsidise the Front End Engineering Design (FEED) works for the Mackay Potash Project. Where a grant is received or receivable in relation to FEED costs which have been capitalised, the grant amount shall be deducted from the carrying value of the asset. (aa) Goods and services tax Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the Australian Taxation Office (ATO) is included as a current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (bb) Financial assets Financial assets are classified in four categories: • • • • Financial assets at amortised cost; Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments); Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments); and Financial assets at fair value through profit and loss. (i) Financial assets at amortised cost This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both the following conditions are met: • • The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Interest received is recognised as part of finance income in comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. (ii) Financial assets at fair value through profit or loss Financial assets that do not meet the criteria for amortised cost are measured at fair value through profit and loss. (iii) Financial assets at fair value through other comprehensive income Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition. 49  (iv) Impairment of financial assets Financial assets carried at amortised cost requires an expected credit loss model to be applied. The expected credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial asset. Due to the short-term nature of the receivables, the Group measures the loss allowance based on lifetime expected credit loss (ECL). ECL’s are based on the difference between contractual cashflows due in accordance with the contract and all the Group expects to receive. The shortfall is then discounted at an approximation to the asset’s original effective interest rate. 3. Administrative Expenses Fees, salaries and benefits External professional fees Depreciation of right of use assets Insurance expense ASX fees Office outgoings Subscriptions and licencing expenses Travel and accommodation expense Other administrative expenses 4. Income Tax Reconciliation between tax expense and pre-tax accounting profit/(loss) Profit/(loss) for the year Income tax using the Company's domestic tax rate 25% (2022: 25%) Changes in unrecognised temporary difference Income tax expense Unrecognised deferred tax asset Deferred tax asset calculated at 25% (2022: 25%) have not been recognised in respect to the following items: Deductible temporary differences Tax losses carried forward Tax losses and temporary differences brought to account to reduce the provision for deferred tax liabilities 2023 $ 2022 $ 1,504,000 226,975 111,571 93,995 58,976 47,389 40,984 4,580 94,492 2,182,962 1,496,773 252,932 103,477 82,328 60,894 41,822 48,555 50,711 178,423 2,315,915 2023 $ 2022 $ (47,921) (1,371,321) (11,980) (11,980) - (342,830) (342,830) - 485,570 632,253 11,314,469 10,282,458 (6,591,745) (9,660,478) 5,208,294 1,254,233 The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax asset has not been recognised in respect of these items because it is not probable that future taxable profits will be available against which the Group can utilise the benefits. 50 Notes to the Consolidated Financial Statements 4. Income Tax (Continued) Provision for deferred tax liability Deferred tax liability comprises the estimated expense at the applicable rate of 25% (2022: 25%) on the following items: Exploration and evaluation assets Other assets Prepayments and accrued income Deferred tax asset attributable to tax losses and temporary differences brought to account to reduce the provision for de- ferred income tax 5. Cash and Cash Equivalents Cash and bank balances Short-term deposits 2023 $ 2022 $ 1,363,913 5,215,547 12,285 9,446,815 204,000 9,663 (6,591,745) (9,660,478) - - 2023 $ 2022 $ 2,171,879 59,000 2,230,879 6,755,774 59,000 6,814,774 Cash at bank earns interest at variable rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day to three months, refer to note 21. 6. Other Receivables Net GST receivable Other receivables Security deposit 2023 $ 2022 $ 25,658 110,000 30,711 166,369 152,501 36,595 22,947 212,043 7. Exploration and Evaluation Assets The carrying amount of the exploration and evaluation assets at 30 June 2023 relates to the exploration capitalised on the Mackay Potash Project and the Lake Auld Potash Project. Opening balance Additions Refundable research and development grant received Supply Chain Resilience Initiative ('SCRI') grant received 2023 $ 2022 $ 40,319,514 4,349,026 (727,127) (1,200,000) 42,741,413 34,468,634 6,417,335 (166,455) (400,000) 40,319,514 At 30 June 2023, the Group assessed the carrying amount of the assets for impairment. No impairment triggers were present (2022: Nil). 51 8. Property, Plant and Equipment Plant and equipment At cost Accumulated depreciation Movement in carrying amounts Opening balance Additions Disposals Depreciation Closing balance 9. Right of Use Asset Office lease At cost Accumulated depreciation Movement in carrying amount Opening balance Increase to right of use asset Depreciation 2023 $ 2022 $ 213,736 (177,130) 36,606 121,007 - (136,976) 52,575 36,606 350,712 (229,705) 121,007 203,526 6,205 - (88,724) 121,007 2023 $ 2022 $ 738,400 (420,904) 317,496 60,362 368,705 (111,571) 317,496 369,695 (309,333) 60,362 163,839 - (103,477) 60,362 At 30 June 2023, the Group assessed the carrying amount of the right of use asset for impairment. No impairment triggers were present (2022: Nil). A new office lease has been signed and commenced on 1 February 2023. The Company has recognised a new right of use asset which will subsequently be amortised over the life of the lease. The right of use asset is equal to the lease liability. 52 Notes to the Consolidated Financial Statements 10. Investment in Associate Accounted for Using Equity Method Interests in associates are accounted for using the equity method of accounting. Information relating to associates that are material to the Group are set out below: Name Principal Activities Country of Incorporation Tali Resources Pty Ltd Mineral Exploration Australia Investment in associate Carrying value of interest in associates Opening balance Share of profit before income tax Share of other comprehensive income(1) Closing carrying amount Summarised statement of financial position Cash and cash equivalents Other current assets Non-current assets(1) Total assets Current liabilities Total liabilities Net assets Summarised statement of profit or loss and other com- prehensive income Other income Expenses Profit after income tax Equity Holding 2023 % 40% 2023 $ 20,165,463 20,165,463 401,061 128,402 19,636,000 20,165,463 2022 % 40% 2022 $ 401,061 401,061 388,186 12,875 - 401,061 Tali Resources Pty Ltd 2023 $ 2022 $ 786,064 1,145,082 50,037,152 51,968,298 1,382,036 1,382,036 1,159,781 367,829 720,424 2,248,034 1,072,778 1,072,778 50,586,262 1,175,256 433,051 (112,045) 321,006 66,535 (34,349) 32,186 (1) Tali Resources Pty Ltd holds 15.9% shareholding in WA1 Resources Ltd (ASX:WA1). In accordance with AASB 9 Financial Instruments, Tali has revalued its shares in WA1 at fair value and recognised the unrealised gain through other comprehensive income. The Group’s share of profit and other comprehensive income during the financial year is $19,764,402 (2022: $12,875). At 30 June 2023 the Group assessed the carrying amount of the investment for impairment. No impairment triggers were present. (2022: Nil). 53 11. Other Assets Pre-license expenditure Lot 701 option payment Pre-license expenditure Opening balance Lot 701 option payment Opening balance Additions 2023 $ 2022 $ 796,330 100,000 896,330 796,330 796,330 75,000 25,000 100,000 796,330 75,000 871,330 796,330 796,330 50,000 25,000 75,000 The Lake Auld project comprises the broader package of Exploration Licences under application by the Group in the Lake Auld and Percival Lakes area. Expenditure will be transferred to exploration and evaluation expenditure upon granting of exploration licenses by the Department of Mines, Industry Regulation and Safety. At 30 June 2023, the Group assessed the carrying amount of its pre-licence expenditure and option payment for impairment. No impairment triggers were present (2022: Nil). 12. Trade and Other Payables Accrued expenses Trade payables Other payables 2023 $ 2022 $ 352,862 285,676 49,489 688,027 779,207 595,491 56,721 1,431,419 54 Notes to the Consolidated Financial Statements 13. Provisions Current Employee benefits Non-current Provision for rehabilitation Employee benefits Movement in provision for rehabilitation Opening balance Adjustment made during the year Unwind of discount 2023 $ 2022 $ 144,819 144,819 882,817 87,618 970,435 739,409 139,783 3,625 882,817 244,403 244,403 739,409 83,968 823,377 786,708 (59,970) 12,671 739,409 Employee benefits relate to the balance of annual leave and long service leave accrued by the Group’s employees. Recognition and measurement criteria have been disclosed in note 2. During the period, the Group assessed its legal and constructive obligation relating to the rehabilitation provision to restore the operating location to its original condition. The estimated costs of rehabilitation have increased by $143,408 to $882,817 (2022: $739,409). 14. Lease Liabilities Office lease Current Non-current Movement for the year Opening balance Additions Lease payments Interest expense Amounts recognised in the Consolidated Statement of Comprehensive Income: Depreciation of right of use assets Interest expense on lease liability Expenses on short-term leases 2023 $ 2022 $ 133,531 188,725 322,256 67,031 368,705 (124,813) 11,333 322,256 67,031 - 67,031 175,912 - (115,852) 6,971 67,031 2023 $ 2022 $ 111,571 11,333 1,393 124,297 103,477 6,971 1,675 112,123 The cash outflow for leases during the period amounts to $125,047 (2022: $117,526). A new office lease has been signed and commenced on 1 February 2023. The Company has recognised a new lease liability and the subsequent lease payments will be recognised over the life of the lease. 55 15. Share Capital Share capital Fully paid ordinary shares 2023 Number $ Balance at 1 July 2022 Issue of fully paid ordinary shares at $0.35 under share-based payment(1) Less share issue costs Balance at 30 June 2023 287,352,486 73,376,510 1,000,000 - 350,000 (2,426) 288,352,486 73,724,084 (1) A Haul Road Native Title agreement with Parna Ngururrpa (Aboriginal Corporation) (PNAC) was signed on 7 October 2022 with 1,000,000 ordinary shares being issued to PNAC. In accordance with AASB 2 Share-based Payment, the share value of $0.35 at measurement date, 7 October 2022 (the date of the agreement) was used to determine the share based payment of $350,000. The shares were issued to Parna Ngururrpa (Aboriginal Corporation) (PNAC) on 20 December 2022. Share capital Fully paid ordinary shares Balance at 1 July 2021 Issue of fully paid ordinary shares at $0.35 Issue of fully paid ordinary shares at $0.35 under share purchase plan Issue of fully paid bonus ordinary shares Less share issue costs Balance at 30 June 2022 All issued shares are fully paid. 2022 Number $ 211,088,965 14,285,715 14,302,619 47,675,187 63,797,395 5,000,000 5,006,000 - - (426,885) 287,352,486 73,376,510 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regards to the Company’s residual assets. 56 Notes to the Consolidated Financial Statements 16. Reserves Reserves Other equity reserves Share based payment reserve Opening balance Share based payment Share based payment reserve Performance related remuneration Note 10 2023 $ 2022 $ 1,031,080 19,636,000 20,667,080 2,750,439 (1,719,359) 1,031,080 2,750,439 - 2,750,439 3,682,270 (931,831) 2,750,439 Details of performance rights held by the Group during the financial year are as follows: Financial year Held at beginning of year Forfeited/ expired(1) Vested and exercised Held at the end of year Vested at end of year 2023 13,980,000 (7,410,000) - 6,570,000 - (1) 5,790,000 performance rights under Milestone A lapsed as the performance condition was not met by the Company and 1,620,000 performance rights under Milestone B have been forfeited following resignations. Details of performance rights held by the Group during the previous financial year are as follows: Financial year Held at beginning of year Granted as compensation on 24 March 2022(1) Vested and exercised Held at the end of year Vested at end of year 2022 11,650,000 2,330,000 - 13,980,000 - (1) In 2022, 2,330,000 additional rights were granted due to the bonus issue. 6,570,000 rights held at 30 June 2023 relate to Milestone B which has the following terms: Performance condition Number of rights granted Expiry date Milestone B – Commencement of production of the Mackay Potash Project 6,570,000 1 November 2025 The Group will re-assess the probability of achieving the performance condition at each reporting date. If the probability falls below 50% the Group will determine whether the previous expense recognised shall be reversed. Performance securities are granted under a service condition whereby the grantee must be employed by the Group at the time the performance securities vest. If an employee leaves prior to the vesting date, the share-based payment previously recognised will be reversed on the date employment is terminated. In the current finanvcial year, the probability of achieving the milestones was assessed by management and it was determined that the probability of achieving Milestone B was less likely than not and less than 50% and as a result $1,719,359 was reversed (since grant date). The reversal of Milestone B is to reflect the fair value in the account and it does not constitute cancellation of the rights. In 2022, the probability of achieving the milestones was assessed by management and it was determined that the probability of achieving Milestone A was less likely than not and less than 50% and as a result $1,808,112 was reversed (since grant date). There was no change to the probability of Milestone B and $537,077 was expensed in 2022. The reversal of Milestone A is to reflect the fair value in the account and it does not constitute cancellation of the rights. 57 17. Statement of Cash Flows (a) Reconciliation of cash flows from operating activities Loss for the year Non-cash items: Finance expenses Depreciation of right of use assets Share of profit of equity accounted investee Share based payment Employee entitlement Exploration expense Profit on disposal of fixed assets Change in operating assets and liabilities Increase in other receivables Increase in prepayments Increase /(decrease) in trade and other payables Decrease in provisions 2023 $ 2022 $ (47,921) (1,371,321) 14,957 111,571 (128,402) (1,719,359) 3,651 - (98,411) (106,828) (4,412) 54,823 (18,860) 19,642 103,477 (12,875) (931,831) 14,586 24,049 - (50,805) (12,517) (21,808) (5,067) (1,939,191) (2,244,470) (b) Non-cash financing and investing activities During the financial year, a Haul Road Native Title agreement with Parna Ngururrpa (Aboriginal Corporation) (PNAC) was signed on 7 October 2022 with 1,000,000 ordinary shares being issued to PNAC. In accordance with AASB 2 Share-based Payment, the share value of $0.35 at measurement date, 7 October 2022 (the date of the agreement) was used to determine the share based payment of $350,000. The shares were issued to Parna Ngururrpa (Aboriginal Corporation) (PNAC) on 20 December 2022. There were no non-cash investing or financing activities for the year ended 30 June 2022. 18. Loss Per Share (a) Reconciliation of loss 2023 $ 2022 $ Loss attributable to the owners of the Company used to calculate basic and diluted loss per share (47,921) (1,371,321) (b) Weighted average number of ordinary shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share 2023 $ 2022 $ 287,878,513 234,188,850 There were no unlisted options outstanding at balance date (2022: Nil). There were 6,570,000 performance rights (2022: 13,980,000) as at balance date. These have been excluded from the weighted average number of ordinary shares calculation as their effect would have been anti-dilutive. As a result, the diluted loss per share is equal to the basic loss per share. 58 Notes to the Consolidated Financial Statements 19. Commitments (a) Exploration commitments As a condition of retaining right to explore its mining tenements, the Group is required to pay an annual rental and incur a minimum level of expenditure for each tenement. Outstanding exploration commitments are as follows: Exploration commitment Less than one year Between one and five years 2023 $ 2022 $ 943,681 3,295,978 4,239,659 972,603 4,009,493 4,982,096 The Group has no expenditure commitments on mining tenements which have not been granted (2022: Nil). 20. Contingencies The Group had no contingent assets or liabilities at reporting date (2022: Nil). 21. Financial Risk Management The Group’s activities expose it to market, liquidity and credit risks arising from its financial instruments. The Group’s management of financial risk is aimed at ensuring net cash flows are sufficient to meet all its financial commitments and maintain the capacity to fund its exploration and evaluation activities, which primarily relate to the Mackay Potash Project. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the Group through regular reviews of risk. Market (including interest rate risk), liquidity and credit risks arise in the normal course of business. These risks are managed under Board approved treasury processes and transactions. The principal financial instruments as at reporting date include cash, other receivables (excludes net GST receivables and fuel tax credits), deposits, payables and lease liabilities. This note presents information about exposures to the above risks, the objectives, policies and processes for measuring and managing risk, and the management of capital. (a) Market risk – Interest rate risk The Group is exposed to movements in market interest rates on cash. The Group’s policy is to monitor the interest rate yield curve out to six months to ensure a balance is maintained between liquidity of cash assets and the interest rate return. The entire cash balance for the Group of $2,230,879 (2022: $6,814,774) is subject to interest rate risk. The interest rate profile of the Group’s interest-bearing financial instruments at the reporting date was: Fixed rate instrument Term deposits (cash and cash equivalents) Variable rate instrument Cash and cash equivalents 59 2023 $ 2022 $ 59,000 59,000 59,000 59,000 2,171,879 2,171,879 6,755,774 6,755,774 Sensitivity analysis At 30 June 2023, if the interest rates had changed by +/- 80 basis points from the weighted average rate for the period with all other variables held constant, post tax loss for the Group would have been $17,375 higher/lower (2022: $54,046) as a result of the lower/higher interest income from cash and cash equivalents. The sensitivity analysis performed was based on rates available to the Group which management have assessed as being reasonable. . (b) Liquidity risk The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash is available to meet the current and future commitments of the Group. Due to the nature of the Group’s activities, being mineral exploration and evaluation, the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. The Board of Directors constantly monitors the state of equity markets in conjunction with the Group’s current and future funding requirements, with a view to initiating appropriate capital raisings as required. The financial liabilities of the Group are confined to trade and other payables and lease liabilities. Trade and other payables are non-interest bearing and are due within 12 months of the reporting date. Lease liabilities are interest bearing and are payable within 1 to 2 years. (c) Credit risk Exposure to credit risk The carrying amount of financial assets represent the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Cash and cash equivalents Other receivables(1) Deposits 2023 $ 2022 $ 2,230,879 140,711 158,674 2,530,264 6,814,774 59,542 158,674 7,032,990 (1) Excludes net GST receivable and fuel tax credits The Group’s significant concentration of credit risk is cash, which is held with major Australian Banks with Aa3 credit rating and accordingly the credit risk exposure is minimal. Deposits are held by DMIRS a reputable government institution. (d) Fair values The current term deposits, receivables and payables carrying values approximate their fair values due to the short term-maturities of these instruments. (e) Capital management The Board’s policy is to preserve a strong capital base and maintain investor and equity market confidence in order to sustain the Group’s exploration and evaluation activities and supporting functions. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. There were no changes in the Group’s approach to capital management during the year. 60 Notes to the Consolidated Financial Statements 22. Related Party Transactions Key management personnel compensation Short-term benefits Post-employment superannuation benefit Other long-term benefits Share based payment 2023 $ 2022 $ 694,919 63,945 79,391 (1,418,147) (579,892) 777,548 66,947 102,502 (746,497) 200,500 (a) Transactions with directors, director related entities and other related parties At the end of the financial year, $8,000 was payable for professional services provided by Mr Pismiris as Non-Executive Director and Company Secretary (2022: $8,000). All transactions were made on normal commercial terms and conditions and at market rates. 23. Subsidiaries Interest in subsidiaries The consolidated financial statements incorporate the assets and liabilities and results of the following subsidiary in accordance with accounting policy: Name Principal Activities Country of Incorporation Agrimin Potash Pty Ltd Mineral Exploration Newhaul Bulk Pty Ltd Haulage Operation Agrimin Holdings Pty Ltd(1) Holding Company of Agrimin Potash Pty Ltd Northern Infrastructure Pty Ltd(1) Haul Road Approvals and Operations Agrimin Exploration Pty Ltd(1) Proposed holding company for the Lake Auld assets Australia Australia Australia Australia Australia Equity Holding 2023 % 2022 % 100% 50% 100% 100% 100% 100% 50% 100% 100% 100% (1) Those entities were dormant in the current and prior year. The proportion of ownership interest is equal to the proportion of voting power held. 61 24. Parent Entity Information The following information relates to the parent entity, Agrimin Limited. The information presented here has been prepared using accounting policies consistent with those presented in note 2. Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Share capital Reserves Accumulated losses Total equity Loss for the year Share of other comprehensive income of equity accounted associates Total comprehensive income for the year 2023 $ 2022 $ 2,441,513 7,066,774 20,500,682 22,942,195 683,766 276,342 960,108 462,423 7,529,196 1,348,835 83,968 1,432,803 72,679,994 72,682,420 19,987,080 2,070,439 (70,684,987) (68,656,466) 21,982,087 6,096,393 (2,028,521) 19,636,000 17,607,479 6,978,452 - 6,978,452 The carrying amount of all financial instruments is approximate to their fair values at 30 June 2023 and 2022. Guarantees entered by the parent entity in relation to the debts of its subsidiaries No guarantees entered in the current financial year (2022: Nil). Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2023 (2022: Nil). Capital commitments The parent entity had no capital commitments for property, plant and equipment at 30 June 2023 (2022: Nil). Significant accounting policies The accounting policies of the parent entity are consistent with those of the consolidated entity. 25. Remuneration of Auditors During the year, the following fees were paid or were payable to the auditor of the Company, its related practices and non-related audit firms: Audit services - RSM Australia Partners: Audit or review of financial statements Other services: Fees for other services 2023 $ 2022 $ 44,250 44,250 - - 40,000 40,000 10,430 10,430 62 Notes to the Consolidated Financial Statements 26. Events After the Reporting Period On 24 August 2023, the Company announced that Mark Savich will step down as the Company’s Chief Executive Officer and that highly regarded senior resources executive Debbie Morrow has been appointed as the Company’s Managing Director and Chief Executive Officer. Ms Morrow commenced employment on 1 September 2023. Mr Savich continues with the Company as an Executive Director until the end of 2023 to ensure a smooth management transition. Ms Morrow’s appointment comes after a thorough executive recruitment process. The appointment is on an ongoing basis subject to termination by either party. Ms Morrow receives a base salary of $400,000 per annum plus compulsory superannuation calculated at the prevailing Superannuation Guarantee percentage rate (11% of the base salary as at the date hereof). Ms Morrow will be eligible to receive an annual STI up to 50% of annual remuneration payable 50% share based and 50% cash. Ms Morrow may be eligible to participate in any share plan or LTI plan operated by the Company. The Company will issue 6,000,000 performance rights to Ms Morrow as a one-off commencement bonus subject to shareholder approval. These performance rights will vest upon either the achievement of Relative Total Shareholder Return against a comparator peer group over a three-year period from the grant date or an ASX announcement by the Company of the commencement of construction of its Mackay Sulphate of Potash Project within two years from the grant date. Either party may terminate the agreement by giving the other party six months’ written notice. The Company may terminate the agreement without notice if Ms Morrow commits a serious or persistent breach of the agreement, or otherwise engages in misconduct or negligent performance of duties. Apart from the above, no other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years. 64 Directors’ Declaration Directors’ Declaration In the opinion of the directors of Agrimin Limited (‘the Company’): 1. the financial statements and notes set out on pages 35 to 64 are in accordance with the Corporations Act 2001, including: (a) complying with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (b) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance for the financial year ended on that date; and 2. the financial statements and notes also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board disclosed in note 2. 3. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. The directors have been given the declarations by the Chief Executive Officer and Chief Commercial Officer required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of the directors. Mark Savich Executive Director Perth 7 September 2023 65 66 Independent Auditor’s Report RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111 www.rsm.com.au INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AGRIMIN LIMITED Opinion We have audited the financial report of Agrimin Limited (the Company) and its subsidiary (the Group), which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group's financial position as at 30 June 2023 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 Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Pty Ltd is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. 67 RSM Australia Pty Ltd ACN 009 321 377 atf Birdanco Practice Trust ABN 65 319 382 479 trading as RSM Liability limited by a scheme approved under Professional Standards Legislation 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 this matter Exploration and Evaluation Assets Refer to Note 7 in the financial statements The Group has capitalised exploration and evaluation assets with a carrying value of $42,741,413 as at 30 June 2023. The Group is required to assess at each reporting date if there are impairment indicators which may suggest the carrying value is in excess of its recoverable value. We considered this to be a key audit matter due to the significant management judgments involved in assessing the carrying value of the asset including: the basis on which • Determination of whether the expenditure can be associated with finding specific mineral resources, and that expenditure is allocated to an area of interest; • Determination of whether exploration activities have progressed to the stage at which the existence of an economically recoverable mineral reserve may be assessed; and • Assessing whether of impairment are present, and if so, judgments applied to determine and quantify any impairment loss. indicators any Our audit procedures included: • Obtaining management’s reconciliation of capitalised exploration and evaluation expenditure by area of interest and agreeing it to the general ledger; • Considered whether the Group’s right to tenure of each area of interest were current; • Agreeing a sample of additions to supporting documentation and ensuring the amounts capitalised during the year are in compliance with the Australian Accounting Standards and relate to the area of interest; • Assessing management’s assessment of whether indicators of impairment existed as at 30 June 2023; evaluating and • Enquiring with management and reviewing budgets and other supporting documentation as evidence that active and significant operations in, or relation to, the area of interest will be continued in the future; determination • Assessing management’s that exploration and evaluation activities have not yet reached a stage where the existence or otherwise of be recoverable economically reasonably determined; and reserves may • Assessed the adequacy of the disclosures in the financial statements. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2023 but does not include the financial report and the auditor's report thereon. Our opinion on the financial report does not cover the other information and 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. 68 Independent Auditor’s Report 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 Corporation Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor's Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our auditor's report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2023. In our opinion, the Remuneration Report of Agrimin Limited, for the year ended 30 June 2023, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. RSM AUSTRALIA PARTNERS Perth, WA Dated: 7 September 2023 TUTU PHONG Partner 69 70 Shareholders’ Information Shareholders’ Information ASX Additional Information a) Distribution of Member Holdings The distribution schedule of the number of holders in each class of equity security as at 22 August 2023: Number of shares 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Holders Securities % 151 588 299 733 268 55,286 1,551,000 2,295,070 24,111,405 260,339,725 2,039 288,352,486 0.02% 0.54% 0.80% 8.36% 90.29% 100.00% There are 151 shareholders holding less than a marketable parcel of shares. b) Twenty Largest Shareholders Party BCI MINERALS LIMITED PERTH INVESTMENT CORPORATION LTD HILLBOI NOMINEES PTY LTD WALLOON SECURITIES PTY LTD GUGALANNA HOLDINGS PTY LTD SPAR NOMINEES PTY LTD GOLDFIRE ENTERPRISES PTY LTD BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DEERING NOMINEES PTY LTD EUGOB NOMINEES PTY LTD KADOO PTY LIMITED ZERO NOMINEES PTY LTD MR TIMOTHY GUY LYONS MR TIMOTHY GUY LYONS & MRS HEATHER MARY LYONS ACP INVESTMENTS PTY LTD EXXTEN PTY LTD BINVID PTY LTD GAB SUPERANNUATION FUND PTY LTD GOLDTRAIN HOLDINGS PTY LTD MRS HEATHER MARY LYONS Shares on issue as at 22 August 2023 is: 288,352,486. Listed Ordinary Shares No. of Ordinary Shares Percentage of issued capital 37,377,388 11,519,256 10,529,456 10,000,000 9,480,000 7,134,856 6,594,069 6,150,773 6,068,570 4,658,189 4,575,964 4,415,560 4,306,190 4,114,285 4,080,000 3,711,463 3,200,000 2,974,742 2,972,570 2,858,666 12.96% 3.99% 3.65% 3.47% 3.29% 2.47% 2.29% 2.13% 2.10% 1.62% 1.59% 1.53% 1.49% 1.43% 1.41% 1.29% 1.11% 1.03% 1.03% 0.99% 146,721,997 50.88% 71 c) Substantial Shareholders The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are: Party BCI MINERALS LIMITED HILLBOI NOMINEES PTY LTD & ASSOCIATED ENTITIES Number of ordinary shares held Percentage of issued capital 37,377,388 33,327,853 12.96% 11.56% d) Voting Rights All shares carry one vote per share without restriction. 72 Schedule of Tenement Interests Schedule of Tenement Interests As at 30 June Tenement Ref. Project Holder State Status Interest Exploration Licences E80/4887 E80/4888 E80/4889 E80/4890 E80/4893 E80/4995 E80/5055 E80/5124 E80/5172 EL24861 EL30651 EL31780 EL31781 E45/4925 E45/5417 E45/5419 E45/5420 E45/5579 Other Licences L80/0087 L80/0088 L80/0098 L80/0099 L80/0100 L80/0101 L80/0102 L80/0103 L80/0104 L80/0105 Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Limited Mackay Potash Agrimin Limited Mackay Potash Agrimin Limited Mackay Potash Agrimin Limited Lake Auld Potash Agrimin Potash Pty Ltd Lake Auld Potash Agrimin Potash Pty Ltd Lake Auld Potash Agrimin Potash Pty Ltd Lake Auld Potash Agrimin Potash Pty Ltd Lake Auld Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Northern Infrastructure Pty Ltd Mackay Potash Northern Infrastructure Pty Ltd Mackay Potash Northern Infrastructure Pty Ltd Mackay Potash Northern Infrastructure Pty Ltd Mackay Potash Northern Infrastructure Pty Ltd Mackay Potash Northern Infrastructure Pty Ltd Mackay Potash Agrimin Potash Pty Ltd W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. N.T. N.T. N.T. N.T. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. Granted Granted Granted Granted Granted Granted Granted Granted Granted Application Application Application Application Granted Application Application Application Application Granted Granted Application Application Granted Application Application Application Application Application 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 73 74 Agrimin Limited ABN: 15 122 162 396 2C Loch Street Nedlands, Western Australia, 6009 Telephone: +61 8 9389 5363 www.agrimin.com.au