1
Corporate Information
DIRECTORS
Lee Bowers
Non-Executive Chair
Michael Hartley
Executive Director
Mark Savich
Non-Executive Director
COMPANY SECRETARY
Briohny McManus
REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS
Suite 6 Level 2, 437 Roberts Road
Subiaco, Western Australia 6008
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)
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Contents
Chair’s Letter to Shareholders
3
Review of Operations
5
Environmental, Social and Governance
15
Directors’ Report
19
Remuneration Report (Audited)
27
Auditor’s Independence Declaration
42
Consolidated Statement of Profit or Loss and Other Comprehensive Income
43
Consolidated Statement of Financial Position
44
Consolidated Statement of Changes in Equity
45
Consolidated Statement of Cash Flows
46
Notes to the Consolidated Financial Statements
47
Consolidated Entity Disclosure Statement
83
Directors’ Declaration
84
Independent Auditor’s Report
85
Shareholder’s Information
89
Schedule of Tenement Interests
91
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Chair’s Letter to Shareholders
Dear fellow shareholders,
I am pleased to present Agrimin’s 2025 Annual Report.
This has been a year of hard-earned progress coupled with some important decision taking. Having joined the
Agrimin Board in October 2024, and been appointed Non-Executive Chairman in November 2024, I would like
to firstly take this opportunity to thank all shareholders for your continued support and patience as we have
traversed this period.
Mackay environmental approval
In January 2025, we received Western Australian State environmental approval for the development of our
Mackay Potash Project (Mackay). This milestone followed years of technical planning, rigorous baseline
environmental and heritage surveys, and broader stakeholder engagement. It represents a major step forward
in de-risking the development pathway for this asset.
The long-term potential of Mackay is undeniable. It contains the world’s largest known mineral resource of
brine-hosted Sulphate of Potash (SOP). Definitive feasibility work, coupled with substantial further subsequent
process flowsheet testing, has established the robust technical and economic viability of its development. The
recent State approval has also now validated its environmental and social suitability for construction and full-
scale operation.
Strategic review
However, what cannot be ignored is that broader capital markets are simply not supportive of further
development of Australian-domiciled SOP projects at this time. This is undoubtedly a function of the limited
success experienced in recent years by select early movers in the Australian SOP space.
Against this backdrop, in February 2025 we commenced a strategic review of Mackay. This review is designed
to evaluate all available options for Mackay and is being undertaken in a highly disciplined fashion, led by
Agrimin Executive Director, Michael Hartley.
The review process is now at an advanced stage and expected to conclude in the next month or so, with
reporting of key outcomes at that time.
Corporate streamlining
As part of this review process, we also scaled back site activities and implemented cost reduction initiatives
across both operational and corporate levels. These decisions were not made lightly but were necessary to
ensure the sustainability of our business and to protect shareholder value.
In support of these changes, Deb Morrow stepped down from her role as CEO and Managing Director in
February 2025. I would like to thank Deb for her dedication to this role, including the instrumental role she
played in securing the recent State environmental approval.
Value unlock activities
In parallel, we have been busy fostering initiatives aimed at growing and unlocking long-term value within our
broader portfolio. Tali Resources Pty Ltd, in which Agrimin held a 40% interest, undertook a corporate
restructure during the first half of calendar 2025.
Chair’s Letter to Shareholders (continued)
4
This restructure separated its West Arunta mineral exploration licences and its shareholding in WA1 Resources
Ltd (ASX: WA1) into two separate companies – Niobium Holdings Pty Ltd and Tali Resources Ltd, respectively.
Agrimin continues to hold 40% of Niobium Holdings Pty Ltd, which owns approximately 12% of WA1, owner of
the world-class Luni Niobium Project in the West Arunta.
Tali Resources Ltd (ASX:TR2) subsequently undertook an Initial Public Offering (IPO) to raise A$7.5 million and
commenced trading on the Australian Securities Exchange in July 2025. Following its IPO, Agrimin holds
approximately 27% of TR2.
We are delighted that TR2 is being led by Agrimin’s former Chief Financial Officer, Rhys Bradley. I would like to
take this opportunity to thank Rhys for his many years of outstanding service to Agrimin and we naturally wish
him every success in building the TR2 exploration business.
Agrimin also undertook a A$2.5 million equity raising in May 2025, with the funds raised being applied to
progression of the strategic review of Mackay and assessment of other exploration and project generation
opportunities.
In combination with the corporate streamlining and cost reduction initiatives, these activities have left our
business leaner and more efficient, our balance sheet bolstered, and our broader portfolio in a considerably
stronger position to lever additional long-term value growth.
Closing remarks
I would like to acknowledge and warmly thank the traditional owners of the lands on which we operate – the
Kiwirrkurra, Ngururrpa, and Tjurabalan Peoples – for their enduring partnership.
Thank you to my fellow board members, Michael Hartley and Mark Savich, for their hard work and dedication
to the task at hand over the past year. I would also like to express my gratitude to Alec Pismiris for his fine
service to Agrimin over many years leading up to his eventual retirement from our Board at the 2024 Annual
General Meeting. I extend my further thanks to Richard Seville and Brad Sampson for their valuable
contributions to Agrimin’s SOP development ambitions prior to their departure from the Board in September
2024.
To the broader Agrimin team, including our key consulting and contract partners, thank you for your excellent
work through the past year.
Finally, thank you again to you, our shareholders. Your support is greatly appreciated – and never taken for
granted. Agrimin remains focused on delivering long-term value growth to your shareholding through
disciplined strategy execution and capital allocation. I look forward to keeping you updated as we advance along
this path.
Lee Bowers
Non-Executive Chair
23 September 2025
5
Review of Operations
Mackay Potash Project (100% Interest)
The Mackay Potash Project (the 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
organic Sulphate of Potash (SOP) fertiliser.
Lake Mackay is located 940km by road south of the Wyndham Port in Western Australia (Figure 1) and
comprises of nine granted Exploration Licences covering over 3,000km2 in Western Australia. The closest
community to the Project is Kiwirrkurra which is located approximately 60km south-west. A Native Title
Agreement is in place and provides the necessary consents for the Project’s development and operation within
the Kiwirrkurra determination area, additionally all Native Title Agreements required for the proposed logistics
corridor from Lake Mackay to Wyndham are in place.
The Project’s development plan is based on the sustainable extraction of brine from Lake Mackay using a
network of shallow trenches. Brine is to 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 floor of the ponds and are collected by
wet harvesters and pumped as a slurry to the proposed processing plant proximate to the edge of the salt lake.
Review of Operations
6
The plant refines harvested salts into high quality finished SOP fertiliser ready for direct use by customers. SOP
is planned to be transported by a dedicated Joint Venture fleet of road trains to a purpose-built storage facility
at Wyndham Port. At the port, SOP is to be loaded via an integrated barge loading facility for shipment to
customers.
Figure 1: Map of Mackay Potash Project
Review of Operations
7
Agrimin has a strong track record of, and focus on, sustainable development. This includes:
•
Strong engagement with Traditional Owners and community groups with two-way science and co-
design at the core of caring for country;
•
Significant commitment to current and future local training, employment, and business opportunities;
•
Targeted high renewable energy penetration for any future development to deliver low greenhouse gas
emissions; and
•
Targeted long-term creation of critical new seaborne SOP supply to support global food security, which
is under threat due to population growth, reduction in arable land and environmental factors.
Strategic Review
The SOP industry in Western Australia has experienced significant challenges over recent years. Despite
substantial investments by select early movers, the sector has struggled to achieve any meaningful potash
production. In light of this, and the resultant negative view of capital markets towards further greenfield SOP
development in Australia, the Company announced to the ASX on 7 February 2025 that it was commencing a
strategic review of the Project (Strategic Review).
Actions undertaken in line with the commencement of the review included:
•
Further reduced Project site activities, with limited work programs planned for 2025, and
implementation of additional operating and corporate cost reduction initiatives.
•
In light of the further scaling down of activities at the Project, and in aid of these additional cost
reduction initiatives, Agrimin Managing Director and CEO, Ms Debbie Morrow, stepped down from
these roles effective from 7 February 2025.
•
Agrimin’s Chief Operating Officer, Mr Michael Hartley, was appointed to the Agrimin Board as an
Executive Director, effective from 7 February 2025.
•
Identification and initial evaluation of options to maximise long-term risk-balanced value for Agrimin
shareholders with respect to the Mackay Potash Project including but not limited to ongoing
independent advancement, joint venture, outright sale, and/or tenement restructuring.
Agrimin’s large Project tenement holding in the West Arunta is highly prospective for a range of minerals.
Exploration across these tenements has historically been limited to potash mineralisation. The Strategic Review
scope includes the evaluation of the potential for non-potash exploration activities to be advanced.
As at the date of this report, the Strategic Review is well advanced and approaching completion, which is
expected to occur in the next month or so.
Product Marketing
At the start of the year the Company had three binding offtake agreements in place with Sinochem Fertilizer
Macao Limited, Nitron Group and MacroSource (formerly Gavilon Fertilizer) for the supply of 150,000tpa,
115,000tpa and 50,000tpa of SOP, and announced to the ASX on 17 May 2021, 25 January 2022 and 4 April 2022
respectively. The offtake agreement with Sinochem Fertilizer Macao Limited lapsed on 30 June 2025 and has
not been renewed.
Review of Operations
8
Front End Engineering Design
Since completion of the Definitive Feasibility Study (DFS) in 2020, the Company’s integrated owner’s team has
been progressed several front-end engineering and design (FEED) work streams.
During 2024, further testwork was carried out to finalise the conversion and flotation steps of the flowsheet.
The flotation testwork was again performed at the facility of Veolia Water Technologies Inc. (USA) (Veolia) in
Plainfield, USA and utilised FLSmidth Inc.’s (FLSmidth) flotation metallurgist and test equipment. The testwork
aimed to evaluate collector preparation and mixing intensity, process temperature range, thickening and
filtration and a bulk flotation effort to produce sufficient Schoenite concentrate to enable downstream leach
and SOP crystallisation validation (as announced to the ASX on 24 September 2024).
In early 2025, work was undertaken to finalise updates of Process Flow Diagrams (PFD’s) incorporating process
test work results and flowsheet maturation. The PFD’s detail equipment selection and key process parameters
relating to the operation of the pond system and mineral processing plant.
Lastly, the remaining process test work was scoped and budgeted in collaboration with leading equipment
vendors relating to the crushing and downstream Schoenite leach and SOP crystallisation stages of the
flowsheet.
Project Approvals
Both the Department of Climate Change, Energy, the Environment and Water (DCCEEW) and Western Australian
Environmental Protection Authority (EPA) determined that the Project required assessment. The EPA’s
assessment was accredited by DCCEEW under a bilateral agreement between the State and Commonwealth
Governments.
The EPA has completed its assessment and on 20 January 2025, the Western Australian Minster for Environment
issued a Ministerial Statement under Part IV of the Environmental Protection Act 1986 (WA) approving the
implementation of the Project.
The EPA assessment report included a number of commendations for Agrimin including the extensive survey
effort undertaken by the Company; the measures incorporated into project design to mitigate impacts; the
nature and extent of consultation with Traditional Owners and ranger groups and the co-benefits of the
proposed offsets to Traditional Owners, ranger groups and communities in building on their existing efforts
within their Indigenous Protected Areas.
Agrimin formally accepted the conditions assigned by the WA EPA on 9 January 2025. On 20 January 2025, the
Western Australian Minister for Environment issued a Ministerial Statement under Part IV of the Environmental
Protection Act 1986 (WA) approving implementation of the Project.
DCCEEW is considering the EPA’s assessment. On 25 February 2025, DCCEEW requested provision of the
outcomes from Agrimin’s Strategic Review (when completed) as part of its consideration of the Project. Any
further Commonwealth progress towards a decision is currently on hold.
Review of Operations
9
Government and Community Engagement
During the year, the Company successfully applied to the Western Australian Minister for Mines and Petroleum,
the Hon. David Michael MLA, for tenement rents payable in 2025 totaling $0.6 million to be deferred to January
2026.
The time extension was granted under the provisions of the Mining Act 1978 for extenuating circumstances in
recognition of the long regulatory approval timelines and demonstrated the State Government’s ongoing
support for Agrimin and the SOP industry.
During the year, the Company continued its active engagement in local communities and across all levels of
Federal, State and Local Government.
A focus of the community engagement efforts during the year included compilation of an Indigenous
Participation Readiness Assessment, which involved direct engagement with the Tjamu Tjamu (Aboriginal
Corporation) RNTBC and the broader Kiwirrkurra community, including the local school, health service,
Community support personnel and the IPA Ranger program. Engagement has deepened understanding of local
skills, aspirations, and business capabilities which will enable plans for long-term shared value outcomes.
People
Agrimin prioritises care by always putting people at the forefront of everything the Company does. This focus
of care is extended to all stakeholders, ensuring that their needs are met with integrity and empathy.
Additionally, Agrimin is deeply committed to protecting the environment, recognising that its actions today
impact future generations, and strives to make responsible, sustainable choices with shared-value outcomes.
Agrimin actively engages by making a conscious effort to truly listen to others, ensuring their voices are heard
and understood. The Company values and embraces the richness that diversity brings, recognising that
different perspectives strengthen the collective vision. Through collaboration, Agrimin fosters meaningful
connections, working together toward common goals with openness and mutual respect.
Agrimin takes pride in delivering on promises by consistently following through on commitments made. The
Company believes in the power of speaking up, expressing thoughts and concerns openly, and taking decisive
action when necessary. This proactive approach enables the Company to overcome challenges, drive results,
and maintain the trust of stakeholders.
Review of Operations
10
Health, Safety and Wellbeing
During the year, Agrimin had no Lost Time Injuries (LTIs) and no significant incidents were reported within the
communities in which it operates.
Agrimin is committed to ensuring all work activities are carried out with health, safety and wellbeing as priority
and takes all practical measures to remove risks to all members of the workforce and anyone else who may be
affected by the Company’s activities.
Tenure
Following an on-country meeting in the Northern Territory with Traditional Owners and their representative
body, the Central Land Council, and following feedback received, Agrimin respectfully withdrew its tenement
applications over the Northern Territory portion of Lake Mackay in October 2024. These include: EL24861,
EL30651, EL31780 and EL31781. There was no carrying value associated with these tenements as they were not
granted at this time.
After the Annual General Meeting of Jamukurnu-Yapalikurnu Aboriginal Corporation (Western Desert Lands)
RNTBC (JYAC), the Native Title representative body for the Martu people, the Company received feedback that
the Board of JYAC was not supportive of mining activity on Lake Auld Lake. As a result, Agrimin respectfully
withdrew tenement applications E45/5417, E45/5419, E45/5420 and E45/5579 in October 2024. The Company
wrote off the carrying value capitalised with regards to the Lake Auld Potash Project.
Environment
Since exploration activities commenced at the Project in 2015, no reportable environmental incidents have
occurred.
Agrimin is committed to minimising the impact of its activities on the environment, delivering net benefit
through offset activities and striving for outstanding performance including close alignment with the UN
Development Goals.
During 2025, rehabilitation works were undertaken on the trial trench and embankment construction area on
the Western margin of the lake. This work was done at the conclusion of the drying trial for the pond
embankments.
Review of Operations
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Annual Mineral Resources and Ore Reserve Statement
Drainable Porosity Mineral Resource Estimate (JORC Code 2012)
Resource
Zone
Aquifer
Volume
(Mm3)
Measured & Indicated
Inferred
Total Mineral
Resource
Measured
Indicated
Total
K
(mg/L)
SOP
(Mt)
K
(mg/L)
SOP
(Mt)
K
(mg/L)
SOP
(Mt)
K (mg/L)
SOP
(Mt)
K
(mg/L)
SOP
(Mt)
UZT
8,041
3,473
3.9
3,719
3.3
3,558
7.3
2,832
1.0
3,471
8.3
UZB
21,755
-
-
3,405
6.5
3,405
6.5
2,970
1.3
3,334
7.8
LZ1
37,131
-
-
3,542
9.7
3,542
9.7
3,530
5.0
3,538
14.7
LZ2
219,726
-
-
-
-
-
-
3,403
66.7
3,403
66.7
LZ3
17,003
-
-
-
-
-
-
1,910
8.7
1,910
8.7
Total
303,656
3,473
3.9
3,527
19.5
3,509
23.5
3,240
82.6
3,300
106.1
Total Porosity Mineral Resource Estimate (JORC Code 2012)
Resource
Zone
Aquifer
Volume
(Mm3)
Measured & Indicated
Inferred
Total Mineral
Resource
Measured
Indicated
Total
K
(mg/L)
SOP
(Mt)
K
(mg/L)
SOP
(Mt)
K
(mg/L)
SOP
(Mt)
K (mg/L)
SOP
(Mt)
K
(mg/L)
SOP
(Mt)
UZT
8,041
3,473
16.5
3,719
8.6
3,558
25.1
2,817
3.2
3,475
28.2
UZB
21,755
-
-
3,405
54.6
3,405
54.6
2,972
10.6
3,334
65.3
LZ1
37,131
-
-
3,542
81.4
3,542
81.4
3,530
41.7
3,538
123.0
LZ2
219,726
-
-
-
-
-
-
3,403
700.8
3,403
700.8
LZ3
17,003
-
-
-
-
-
-
1,910
30.4
1,910
30.4
Total
303,656
3,473
16.5
3,501
144.6
3,498
161.1
3,344
786.6
3,370
947.7
The slight reduction in both the drainable porosity and total porosity mineral resource estimates is as a result
of the removal of the Northern Territory Inferred category estimates post the surrender of those tenement
applications.
Ore Reserve
Classification
Brine Volume (GL)
K (mg/l)
SOP (Mt)
Proved
602
2,797
3.7
Probable
2,592
2,819
16.3
Total
3,194
2,815
20.0
As outlined above, the Company is undertaking a Strategic Review with respect to options for the Project. The
Strategic Review is ongoing, noting that the Company elected to conservatively impair the carrying value of the
Project in the accounts for the half year ended 31 December 2024.
The Company will issue further updates in relation to the Strategic Review of the Project and impact on its
Mineral Resources and Ore Reserves, if any, in accordance with its continuous disclosure obligations.
Review of Operations
12
Corporate
In July 2024, 33,332 ordinary shares were issued upon the exercise of options. The Company received $6,667 as
consideration for the exercise of the options.
During the year, Class A and Class A1 performance rights conditions were satisfied and a total of 6,000,000
ordinary shares were issued upon the exercise of performance rights.
There were a number of Board changes during the year:
•
Mr Richard Seville (Non-Executive Chair) and Mr Brad Sampson (Non-Executive Director) resigned on
25 September 2024.
•
Mr Lee Bowers (Non-Executive Director) was appointed on 14 October 2024. He was then appointed as
Non-Executive Chair of the Board on 29 November 2024.
•
Mr Alec Pismiris (Non-Executive Director) was appointed Non-Executive Chair of the Board on 25
September 2024. He subsequently retired from the Board following the Annual General Meeting on 29
November 2024.
•
Ms Debbie Morrow (CEO and Managing Director) resigned on 7 February 2025.
•
Mr Michael Hartley was appointed as Executive Director on 7 February 2025.
In December 2024, the Company received the final payment of $0.4 million relating to the $2.0 million grant
received under the Australian Federal Government’s Supply Chain Resilience Initiative (SCRI), as announced to
the ASX on 7 December 2021. The SCRI provides grant funding to Australian businesses to address supply chain
vulnerabilities for critical products or inputs identified in the Sovereign Manufacturing Capability Plan. The final
payment was received following Agrimin’s successful completion of the milestones associated with SCRI grant.
In June 2025, the Company completed tranche one of an equity placement raising approximately $2.3 million
before costs. In July 2025, tranche two of the placement raised a residual approximately $0.2 million from
director participation in the placement, following approval by shareholders at a General Meeting.
Niobium Holdings Pty Ltd (40% Interest)
Niobium Holdings Pty Ltd (Niobium Holdings) (formerly Tali Resources Pty Ltd) is a private company which is
40% owned by Agrimin. Niobium Holdings holds an approximate 12% shareholding in WA1 Resources Ltd (ASX:
WA1), which had a share price of $15.84 per share as at 30 June 2025.
Tali Resources Ltd
Tali Resources Ltd (Tali) is an ASX listed company which was 40% owned by Agrimin as at 30 June 2025. Tali is
focused on exploration of its tenure in the West Arunta region of Western Australia which spans over 4,000km2.
Tali holds the largest tenement packages in the West Arunta (Figure 2).
Agrimin holds 27% of Tali’s shares on issue following the completion of Tali’s Initial Public Offering on 18 July
2025. The shares held by Agrimin are subject to an ASX imposed 24-month escrow period until 17 July 2027.
Review of Operations
13
Figure 2: Map of Tali Resources Ltd’s Tenements
Project Generation and Business Development
During the year, the Company continued its efforts to identify potential additions to the Company’s exploration
portfolio.
Competent Person Statement
The Mineral Resources statement in this Annual Report is based on, and fairly represents, information and
supporting information prepared by Competent Persons. It has been prepared in accordance with the
requirements of the JORC Code (2012).
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.
Review of Operations
14
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.
15
Environmental, Social and Governance
Agrimin is committed to sustainability and in alignment with the United Nations Sustainable Development
Goals. The Company’s commitment is embodied throughout its long-term planning and demonstrated through
over 10 years of positive stakeholder engagement.
The Company believes in caring for the natural environment and managing its own environmental
responsibilities.
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.
Environmental, Social and Governance
16
Goal
Agrimin’s Alignment
Zero Hunger
Our objective is a globally significant supply of sustainable fertiliser to
improve global agricultural productivity and support food security.
Good Health
and Well-being
Health, safety and wellbeing is our paramount focus. We strive to provide
a workplace focussed on health, safety and wellbeing for our workforce
and the communities in which we operate.
Quality
Education
We have a planned program of education and training opportunities within
our local communities which are designed to improve accessibility to jobs
that we create.
Gender
Equality
We will provide a positive, diverse and inclusive team environment. We
recognise the importance of diversity including gender representation
across our organisation.
Decent Work
and Economic
Growth
We aim to empower local communities through education and training to
support job-readiness for created all phases of our activities ensuring
sustainable economic benefits over the long-term.
Industry,
Innovation and
Infrastructure
We seek to develop important regional infrastructure that will create
economic and social opportunities through better connectivity for remote
communities.
Reduced
Inequalities
We seek to provide shared value outcomes for Indigenous people living in
our country’s most isolated communities. We firmly believe our activities
can be a catalyst for an improved quality of life.
Responsible
Consumption
and Production
We have designed a sustainable and low impact production process
allowing for minimisation of the consumption of water, energy and other
materials.
Climate Action
We aim to achieve a high penetration of renewable energy and low carbon
footprint in any future operations.
Life on Land
We are committed to protecting the environment and minimising the
impact on the biodiversity within the ecosystems we operate.
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 3. Alignment with the United Nations Sustainable Development Goals
Environmental, Social and Governance
17
Environment
Agrimin’s long-term objective is the production of sustainable, organic fertiliser products that minimise the
environmental impacts of global agriculture and provide an alternative to existing chemical and chloride-based
potash fertilisers. Premium quality SOP products could play a crucial role in helping to achieve global food
security.
Agrimin cares for the natural environment and is committed to managing its own environmental and
conservation responsibilities throughout its activities lifecycle.
Agrimin has a targeted renewable energy penetration of +80% in any future development of the Project through
the utilisation of a hybrid diesel, solar, wind and battery solution.
Agrimin has worked diligently to design a project that minimises the impacts on the biodiversity within the
ecosystems it operates. Over seven years the Company has undertaken extensive 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 future development of the Project.
The Company has been operating extensive field programs on Lake Mackay since 2015 and is proud to have
never recorded a significant environmental incident or received an environmental improvement or prohibition
notice.
Social
Agrimin’s vision is to empower local Indigenous communities with shared-value outcomes.
Future development of the Project would provide local communities with improved access to infrastructure
including roads, communication networks and utilities.
Agrimin has established long-standing and respectful relationships with the Traditional Owners of the land in
which Lake Mackay and the proposed transport corridor are located. 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.
Environmental, Social and Governance
18
Agrimin is committed to maximising the business opportunities and economic development for Traditional
Owners with commercial proposals from Kiwirrkurra People, Ngururrpa People and the Tjurabalan People or
their entities given preferential weighting when tendering for certain packages of work.
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:
•
Anti-Bribery and Corruption Policy
•
Audit and Risk Management Committee Charter
•
Board Charter
•
Board Skills Matrix
•
Code of Business Conduct
•
Continuous Disclosure Policy
•
Constitution
•
Corporate Governance Statement
•
Diversity Policy
•
Environmental and Cultural Heritage Policy
•
People and Remuneration Committee Charter
•
Securities Trading Policy
•
Shareholders Communications Policy
•
Values Statement
•
Whistleblower Policy
These documents are available on the Agrimin website.
19
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 2025.
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
year unless otherwise stated.
Lee Bowers
Non-Executive Chair, appointed 29 November 2024 (Non-Executive Director, appointed 14 October 2024)
LLB, B.Com
Mr Bowers’ professional background is deeply entrenched in global resources finance and equity markets. He
is the current Managing Director of Fivemark, a Perth-based independent adviser to Australian and global
resource companies, which he co-founded in 2013. Roles held previous to that include Division Director and
Head of Australian Mining Equity Research at Macquarie Group, Head of Resources Equity Sales at Macquarie
Group, and Director of Mining Equity Research at Royal Bank of Canada. Mr Bowers holds a Bachelor of Laws
and Bachelor of Commerce from the University of Western Australia. The Board considers Mr Bowers an
independent Director.
Mr Bowers is a Non-Executive Director of WA1 Resources Ltd (ASX: WA1). Mr Bowers has held no other public
directorships in the last three years.
Michael Hartley
Executive Director, appointed 7 February 2025
BSc (Hons), MAICD, MAusIMM
Mr Hartley is a qualified hydrogeologist bringing over 25 years of experience in the mining sector. His expertise
spans project management, operations, environmental assessments, feasibility studies at all levels, and water
resource investigations. Previously, he served as Chief Hydrogeologist and Senior Project Manager at the ICL
Potash project in the Danakil Depression, Ethiopia. Mr Hartley is a member of both the Australian Institute of
Company Directors (AICD) and the Australian Institute of Mining and Metallurgy (AusIMM). The Board considers
Mr Hartley not an independent Director.
Mr Hartley has held no public directorships in the last three years.
Directors’ Report
20
Mark Savich
Non-Executive Director
BComm, CFA, GradDipMinExplGeoSc, GAICD.
Mr Savich has over 20 years of experience in the resources sector in Western Australia. He began his career as
an accountant and was subsequently a resources analyst. 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. The Board considers Mr Savich not an
independent Director.
Mr Savich is a Non-Executive Chairman of Tali Resources Ltd (ASX: TR2). Mr Savich has held no other public
directorships in the last three years.
Richard Seville
Non-Executive Chairperson, resigned 25 September 2024
BSc (Hons) Mining Geology, MEngSc Rock Engineering, MAusIMM, ARSM.
Mr Seville has over 40 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 Allkem Limited (formerly
Orocobre Limited) (ASX: AKE, 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,
and into production and subsequent 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 directorship is Advanced Energy Minerals Ltd. Within the last 3 years,
a producer of high purity alumina from a plant in Quebec, Canada. Mr Seville was formerly a director of the
following ASX listed companies - OZ Minerals Limited and Allkem Limited.
Debbie Morrow
Chief Executive Officer and Managing Director, resigned 7 February 2025
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.
Directors’ Report
21
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.
Ms Morrow’s other current listed company directorships include GR Engineering Services Ltd.
Brad Sampson
Non-Executive Director, resigned 25 September 2024
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. 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, Thiess and Kore Potash Plc.
Mr Sampson was formerly a director within the last 3 years of ASX listed Kore Potash Plc and ASX listed Metallica
Minerals Ltd.
Alec Pismiris
Non-Executive Director, resigned 29 November 2024
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 is ASX listed Bubalus Resources Limited. Mr Pismiris was
formerly a director within the last 3 years of ASX listed Gumtree Australia Markets Ltd (formerly known as The
Market Ltd).
Directors’ Report
22
Briohny McManus
Company Secretary, appointed 19 May 2025
BComm, CA
Ms McManus is an experienced Company Secretary and corporate financier with a track record in ASX-listed
environments. She brings expertise in compliance, corporate governance, corporate finance, capital markets
and accounting. She has held positions with Euroz Hartleys Corporate Finance, Barclays Bank UK and
professional services firm, Deloitte. Ms McManus is currently Company Secretary of Tali Resources Ltd
(ASX:TR2). Ms McManus is a Chartered Accountant (CA) with a Bachelor of Commerce (Accounting and Finance)
from the University of Western Australia.
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
Ordinary
Options
Performance Rights
L Bowers
1,666,667
-
-
M Hartley
2,413,699
66,666
5,420,000
M Savich
12,558,667
-
2,400,000
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 2025. 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
Board Meetings
Held
Attended(7)
L Bowers(1)
6
6
M Hartley(2)
4
4
M Savich
11
11
R Seville(3)
4
4
D Morrow(4)
7
7
B Sampson(5)
4
4
A Pismiris(6)
6
6
(1)
Mr Bowers was appointed as Non-Executive Director on 14 October 2024 and Chair on 29 November 2024.
(2)
Mr Hartley was appointed as Executive Director on 7 February 2025.
(3)
Mr Seville resigned on 25 September 2024.
(4)
Ms Morrow resigned on 7 February 2025.
(5)
Mr Sampson resigned on 25 September 2024.
(6)
Mr Pismiris was appointed as Non-Executive Chair on 25 September 2024 and resigned on 29 November 2024.
(7)
The number of meetings attended during the time they acted as a director of the Company.
Directors’ Report
23
Principal Activities
The principal activity of the Group during the year was advancing the Mackay Potash Project (Project) in
Western Australia. There was no significant change in the nature of the Group’s activities during the financial
year ended 30 June 2025.
Review and Results of Operations
The Company incurred a $48,732,100 loss after income tax for the year (2024: $5,331,786). The loss was
primarily the result of impairment following management’s assessment of the carrying value of the assets.
Impairment indicators were present and the carrying value of the Project has been fully impaired. Management
opted to take a conservative approach and fully impair the carrying value of the Project to nil in light of the
current capital market environment with respect to Australian-domiciled SOP projects.
Significant Change in State of Affairs
During the year, there were changes to Agrimin’s investment in associates as follows:
Tali Resources Pty Ltd completed a corporate restructuring which saw the separation of its WA1 Resources Ltd
(ASX: WA1) (WA1) shareholding and its West Arunta exploration licences and mineral rights into two separate
companies. Niobium Holdings Pty Ltd (previously named Tali Resources Pty Ltd) has a shareholding of
approximately 12% in WA1. All the West Arunta exploration licences and mineral rights previously held by Tali
Resources Pty Ltd were transferred to a new corporate entity, Tali Resources Ltd.
Agrimin acquired 40% shares of Tali Resources Ltd following the deconsolidation of Tali Resources Pty Ltd.
There were no other significant changes in the state of affairs of the consolidated entity during the financial
year.
Dividends
No dividends have been paid or recommended for the current year (2024: None).
Future Developments and Expected Results of Operations
Future developments in the operations of the Group are set out in the Review of Operations from page 5.
Directors’ Report
24
Key Business Risks
The business, assets and operations of the Company are subject to certain risk factors that have the potential
to influence the operating and financial performance of the Company in the future. These risks include a variety
of company, industry and general risks including (without limitation):
SOP market
The Project is a potential SOP development and therefore the Company is exposed to the market sentiment
towards SOP and prevailing market price and outlook for SOP. There can be no assurance that the market
sentiment or that the SOP price will be favourable in the future.
Additional funding
The Company will require additional funding to continue with its current workstreams and further funding to
support the development of the Project in the future. There can be no assurance that additional funding will be
available when needed or, if available, the terms of the funding may not be favourable to the Company.
Key personnel
The Company is substantially reliant on the expertise and abilities of its key personnel in overseeing the day-to-
day management and operations. There can be no assurance that there will be no detrimental impact on the
Company if one or more of these employees cease their relationship with the Company.
The Board aims to manage these risks with planning and implementing risk control measures. However, some
of the risks are highly unpredictable and the extent to which the Board can effectively manage them is limited.
Events Subsequent to Reporting Date
During the General Meeting held on 30 July 2025, the shareholders approved the issuance of 3,166,667
placement shares subscribed for by Directors (or their related parties). The breakdown per director is as follows:
•
Michael Hartley (Executive Director) – 833,333 shares
•
Lee Bowers (Non-Executive Chair) – 1,666,667 shares
•
Mark Savich (Non-Executive Director) – 666,667 shares
In addition, the shareholders also approved the grant of 2,000,000 performance rights to Mr Hartley. Details for
the performance rights are as follows:
•
Vesting condition: Completion of the strategic review of the Mackay Potash Project and satisfactory
implementation of key outcomes.
•
Expiry date: Two years after the date of issue of the Performance Rights.
Directors’ Report
25
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 to 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 indemnified the directors and officers of the company for costs incurred, in their capacity as
a director or officers, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and
officers of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of
insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Proceedings on behalf of the Company
No person has applied to Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose
of taking responsibility on behalf of the company for all or part of those proceedings.
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 year covered by this 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.
Directors’ Report
26
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 year. 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 23 September 2025 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/.
Non-Audit Services
The Board has considered the non-audit services provided during the financial year by the auditor, as disclosed
in Note 25, and is satisfied that the provision of those non-audit services is compatible with, and did not
compromise the auditor’s independence requirements of the Corporations Act 2001. The non-audit services
were reviewed by the Board to ensure:
•
they do not impact the integrity and objectivity of the auditor; and
•
they do not undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s
own work, acting in a management or decision-making capacity for the Group, acting as an advocate
for the Group or jointly sharing risks and rewards.
Directors who are Former Partners of Auditor
There are no directors of the company who are former partners of RSM Australia Partners.
Auditors
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001.
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 42.
27
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
Lee Bowers
Non-Executive Chair, appointed 29 November 2024 (Non-Executive Director
appointed 14 October 2024)
Michael Hartley
Executive Director, appointed 7 February 2025
Mark Savich
Non-Executive Director
Richard Seville
Non-Executive Chair, resigned on 25 September 2024
Debbie Morrow
Chief Executive Officer and Managing Director, resigned on 7 February 2025
Brad Sampson
Non-Executive Director, resigned on 25 September 2024
Alec Pismiris
Non-Executive Director, resigned on 29 November 2024
NAMED KEY MANAGEMENT PERSONNEL
Rhys Bradley
Chief Financial Officer, resigned on 11 July 2025
Company Secretary, appointed on 8 October 2024, resigned on 19 May 2025
All the above persons were Key Management Personnel during the financial year to 30 June 2025 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.
Remuneration Report (Audited)
28
Use of Remuneration Consultants
During the financial year ended 30 June 2025, the Group did not engage any remuneration consultants.
Approval of the Remuneration Report by Shareholders
At the 2024 AGM, 98.14% of the eligible votes received supported the adoption of the remuneration report for
the year ended 30 June 2024. The Group did not receive any specific feedback at the AGM regarding its
remuneration practices.
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 Executive Director and the Board
through a process that considers individual performance, employment market conditions and overall
performance of the Group.
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 2022 (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
Short Term Incentives
Each year the Board of Directors sets the KPIs for key management personnel and senior management. The
KPIs will generally include measures relating to the Group, and to the individual, and include financial, people,
strategy and risk measures. The measures are chosen as they directly align the individual’s reward to the KPIs
of the Group and to its strategy and performance. The full Board reviews and confirms the cash incentive to be
paid to each individual (if any). This method of assessment was chosen as it provides the Board with an objective
assessment of the individual’s performance. The STIs include share based payments (performance securities)
which are outlined under Performance Securities.
Remuneration Report (Audited)
29
1.4
Long Term Incentives
The LTIs include long-service leave and share-based payments (performance securities).
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 21 November 2022, the Company obtained approval for
the adoption of the ESIP in accordance with the requirements of ASX Listing Rule 7.2, Exception 13(b). The ESIP
replaced the prior ESIP which was approved by shareholders on 27 November 2019.
The performance rights were issued to directors and other key management personnel. The performance
conditions attached to the rights that are on issue in the current year were as follows:
Milestone
Performance condition
Expiry date
Milestone B
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.
Six months from the date of
satisfaction of the Vesting
Condition.
The performance rights are subject to a milestone date of 1
November 2025.
The grant date fair value of the performance rights above ranged between $0.365 to $0.51 per right.
On 20 October 2023, employees were invited to participate in the Company's Employee Securities Incentive
Plan ( the Plan). The Plan consists of Class A and Class B rights. The performance conditions attached to these
rights were as follows:
Class
Performance condition
Expiry date
Class A
Continued employment with the Company for one year from the
grant date of the Performance Rights
Three years from the date of
issue of the performance
rights -
4 December 2026
Class B
ASX announcement of the commencement of construction at
Mackay Potash Project within two years from the issue date of the
Performance Rights;
OR
Achievement of relative Total Shareholder Return relative to
Comparator Group over a three-year period from the issue date of
the Performance Rights.
Three years from the date of
issue of the performance
rights -
4 December 2026
Remuneration Report (Audited)
30
The grant date fair value of the performance rights above ranged between $0.106 to $0.205 per right.
18,000,000 were issued to the following directors and other key management personnel:
Director
Number issued
M Hartley
4,500,000
D Morrow
9,000,000
Other key management personnel
Number issued
R Bradley
4,500,000
At balance date the Company had 9,570,000 performance rights outstanding (2024: 23,970,000) relating to key
management personnel.
Holder
Milestone B
Class B
Commencement of Production
ASX announcement of the commencement
of construction at Mackay Potash Project
within two years
OR
Achievement of relative Total Shareholder
Return relative to Comparator Group over
a three-year period
Milestone date
1 November 2025
5 December 2026
M Hartley
420,000
3,000,000
M Savich
2,400,000
-
R Bradley
750,000
3,000,000
Total
3,570,000
6,000,000
The grant date fair value of the performance rights above ranged between $0.106 to $0.510 per right. The
minimum and maximum value of the performance rights yet to be vested is $0 and $2,409,149.
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 appropriately
incentivise continued performance and are consistent with the strategic goals and targets of the Company.
1.5
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 incentive for 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.
Remuneration Report (Audited)
31
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.
2025
2024
2023
2022
2021
Net loss after tax ($000's)
(48,732)
(5,332)
(48)
(1,371)
(5,022)
Dividends paid
Nil
Nil
Nil
Nil
Nil
Share price at year end ($'s)
$0.066
$0.180
$0.160
$0.400
$0.495
Loss per share (cents per share)
(14.18)
(1.73)
(0.02)
(0.59)
(2.46)
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.
Remuneration Report (Audited)
32
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:
Short-term benefits
Post-employment
superannuation
benefits
Long-term
benefits
Terminatio
n benefits
Share
based
payment
(7)(8)(9)
Total
2025
Salary & fees
Consulting
fees
Total
Long service
leave
Directors
L Bowers(1)
54,247
-
54,247
-
-
-
-
54,247
M Hartley(2)
274,435
-
274,435
30,000
5,852
-
254,678
564,965
M Savich
53,812
-
53,812
6,188
-
-
-
60,000
R Seville(3)
23,810
-
23,810
2,738
-
-
-
26,548
D Morrow(4)
244,308
-
244,308
30,000
-
200,000
(240,326)
233,982
B Sampson(5)
12,812
-
12,812
1,473
-
-
-
14,285
A Pismiris(6)
25,000
-
25,000
-
-
-
-
25,000
Total Directors
688,424
-
688,424
70,399
5,852
200,000
14,352
979,027
Key management personnel
R Bradley
295,302
-
295,302
29,896
6,241
-
181,048
512,487
Total key management personnel
295,302
-
295,302
29,896
6,241
-
181,048
512,487
Total
983,726
-
983,726
100,295
12,093
200,000
195,400
1,491,514
2024
Directors
R Seville
100,000
-
100,000
11,000
-
-
-
111,000
D Morrow
360,417
-
360,417
22,917
-
-
240,326
623,660
M Savich
166,106
-
166,106
14,928
7,155
-
-
188,189
B Sampson
54,054
-
54,054
5,946
-
-
-
60,000
A Pismiris
60,000
10,500
70,500
-
-
-
-
70,500
Total Directors
740,577
10,500
751,077
54,791
7,155
-
240,326
1,053,349
Key management personnel
R Bradley
208,208
-
208,208
9,167
10,411
-
237,916
465,702
M Hartley
172,840
-
172,840
20,493
6,608
-
264,557
464,498
Total key management personnel
381,048
-
381,048
29,660
17,019
-
502,473
930,200
Total
1,121,625
10,500
1,132,125
84,451
24,174
-
742,799
1,983,549
Remuneration Report (Audited)
33
(1)
Mr Bowers was appointed as Non-Executive Director on 14 October 2024 and Chair on 29 November.
(2)
Mr Hartley was appointed as Executive Director on 7 February 2025.
(3)
Mr Seville resigned on 25 September 2024.
(4)
Ms Morrow resigned on 7 February 2025 and her termination payment includes six months payment in lieu of notice.
(5)
Mr Sampson resigned on 25 September 2024.
(6)
Mr Pismiris was appointed as Non Executive Chair on 25 September 2024 and resigned on 29 November 2024.
(7)
Share based payment includes expenses recognised for Class A rights which fully vested during the year.
(8)
$240,326 was reversal of previously recognised expenses for Class B where the likelihood of achieving the service condition is zero.
(9)
Share based payment includes expenses recognised for Class C rights where agreement was signed on 16 June 2025 subject to shareholders approval before granting. It was subsequently approved by
shareholders and issued on 30 July 2025.
Remuneration Report (Audited)
34
The proportion of remuneration linked to the performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
2025
2024
2025
2024
2025
2024
Non-Executive Directors
L Bowers
100%
-
-
-
-
-
R Seville
100%
100%
-
-
-
-
M Savich
100%
96%
-
-
-
4%
B Sampson
100%
100%
-
-
-
-
A Pismiris
100%
100%
-
-
-
-
Executive Directors
-
-
M Hartley
54%
42%
-
40%
46%
18%
D Morrow
117%
61%
85%
-
-102%
39%
Other Key Management Personnel
R Bradley
63%
47%
-
36%
37%
17%
2.1
Service Contracts
Remuneration and other terms of employment for key management personnel are formalised in service
agreements. Details of these agreements are as follows:
Name:
Michael Hartley
Title:
Chief Operating Officer
Agreement commenced:
2 October 2023
Term of agreement:
Ceased upon promotion to Executive Director on 7 February 2025
Details:
•
Fixed remuneration: $250,000 per annum exclusive of superannuation
•
Annual bonus of up to 30% of remuneration
•
Termination without cause: three-month notice period
•
Termination for cause: no notice period
Name:
Michael Hartley
Title:
Executive Director
Agreement commenced:
7 February 2025
Term of agreement:
Ongoing and reviewed annually at the sole discretion of the Board
Details:
•
Fixed remuneration: $275,000 per annum exclusive of superannuation
•
Monthly superannuation above the concessional cap is paid through salary & fees
•
Annual bonus of up to 30% of remuneration
•
Termination without cause: three-month notice period
•
Termination for cause: no notice period
Remuneration Report (Audited)
35
Name:
Rhys Bradley
Title:
Chief Financial Officer and Company Secretary
Agreement commenced:
2 October 2023
Term of agreement:
Held until official resignation on 11 July 2025
Details:
•
Fixed remuneration: $300,000 per annum exclusive of superannuation
•
Monthly superannuation above the concessional cap is paid through salary & fees
•
Annual bonus of up to 30% of remuneration
•
Termination without cause: three-month notice period
•
Termination for cause: no notice period
On 19 May 2025, Rhys Bradley ceased his role as Company Secretary, and his remuneration under the agreement
was changed to $250,000 per annum exclusive of superannuation.
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
Members of the Board of Directors are entitled to performance related remuneration, subject to obtaining the
appropriate shareholder approvals. The Non-Executive Chair base fee is $80,000 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. Directors’ fees are paid monthly.
Remuneration Report (Audited)
36
2.3
Short-Term Incentives
Mr Rhys Bradley was issued 1,500,000 performance rights for the year ended 30 June 2024 as approved by the
Directors. The vesting condition is continued employment with the Company for one year from the grant date of
the performance rights. The performance rights have a total fair value of $247,500 and were vested on 4 November
2024.
Mr Michael Hartley was issued 1,500,000 performance rights for the year ended 30 June 2024 as approved by the
Directors. The vesting condition is continued employment with the Company for one year from the grant date of
the performance rights. The performance rights have a total fair value of $307,500 and were vested on 4 November
2024.
2.4
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’.
Remuneration Report (Audited)
37
Details of vesting profiles of the performance rights granted as incentives to each key management person of the Group are detailed below.
PERFORMANCE RIGHTS SUMMARY
Holder
Number of rights granted
Total
Milestone B
Class B
Grant Date
1st Issue
2nd Issue
Bonus Issue
1st Issue
1st Issue
15 Sep 2017
31 Dec 2020
24 Mar 2022
25 Oct 2023
22 Nov 2023
Directors
M Hartley
250,000
100,000
70,000
-
3,000,000
3,420,000
M Savich
2,000,000
-
400,000
-
-
2,400,000
Total Directors
2,250,000
100,000
470,000
-
3,000,000
5,820,000
Key management personnel
R Bradley
250,000
375,000
125,000
3,000,000
-
3,750,000
Total key management personnel
250,000
375,000
125,000
3,000,000
-
3,750,000
Total
2,500,000
475,000
595,000
3,000,000
3,000,000
9,570,000
The grant date fair value of the performance rights above ranged between $0.106 to $0.510 per right. The minimum and maximum value of the performance
rights yet to be granted is $0 and $2,409,149.
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 no expenses have been recognised. All expenses recognised since the grant date were reversed in the prior year.
Management has assessed the likelihood of the key management personnel achieving the service conditions for Class B. For personnel with 100% likelihood,
a share-based payment expense of $232,208 was recognised. For personnel with 0% likelihood, all expenses previously recognised $240,326 were reversed
during the year.
In accordance with AASB 2 Share Based Payments the Company has recognised the fair value of the performance rights since grant date, 25 October 2023
and 22 November 2023.
Remuneration Report (Audited)
38
Details of performance rights held by key management personnel of the Group during the financial year are as
follows:
2025
Held at
beginning
of year
Granted
Exercised
Forfeited/
expired
Held at the
end of year
Vested at
end of year
Directors
M Hartley
4,920,000
-
(1,500,000)
-
3,420,000
-
R Seville
1,200,000
-
-
(1,200,000)
-
-
D Morrow
9,000,000
-
-
(9,000,000)
-
-
M Savich
2,400,000
-
-
-
2,400,000
-
B Sampson
600,000
-
-
(600,000)
-
-
A Pismiris
600,000
-
-
(600,000)
-
-
Key management personnel
R Bradley
5,250,000
-
(1,500,000)
-
3,750,000
-
Total
23,970,000
-
(3,000,000)
(11,400,000)
9,570,000
-
Subsequent to year end, Michael Hartley was formally granted 2,000,000 performance rights after shareholder
approval at the general meeting held on 30 July 2025. As the performance rights related to a service condition which
began on 16 June 2025, a portion of the expense has been recognised during the current year. Details of
performance rights issued to Michael are as follows (refer to note 16 for further details):
Director
Grant date
Expiry date
Number
Fair value per
right
Total value ($)
M Hartley
30 July 2025
30 July 2027
2,000,000
$0.096
$192,000
Performance rights granted carry no dividend or voting rights.
Value of performance rights over shares granted, exercised and lapsed for directors and other key management
personnel as part of compensation during the year ended 30 June 2025 are set out below:
Director
Value of PR
Granted during
the year ($)
Value of PR
exercise during
the year ($)
Value of PR
lapsed during
the year ($)
Remuneration
Consisting of
PR during the
year (%)
M Hartley
192,000
247,500
-
50%
D Morrow
-
-
1,232,927
-102%
R Bradley
-
307,500
-
32%
Remuneration Report (Audited)
39
2.5
Shareholdings and Option Holdings 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:
2025
Held at
beginning of
year
Granted as
remuneration
Purchases /
other
acquisitions
Sales / other
disposals
Held at the
end of year
Directors
M Hartley
119,463
-
1,500,000
(39,097)
1,580,366
R Seville
2,501,434
-
-
(2,501,434)(1)
-
D Morrow
1,464,865
-
-
(1,464,865)(2)
-
M Savich
11,892,000
-
-
-
11,892,000
B Sampson
2,017,297
-
-
(2,017,297)(3)
-
A Pismiris
5,691,892
-
(5,691,892)(4)
-
Key Management Personnel
R Bradley
512,400
-
1,749,600
-
2,262,000
Total
24,199,351
-
3,249,600
(11,714,585)
15,734,366
(1)
Per Final Director’s Interest Notice lodged on 25 September 2024.
(2)
Per Final Director’s Interest Notice lodged on 7 February 2025.
(3)
Per Final Director’s Interest Notice lodged on 25 September 2024.
(4)
Per Final Director’s Interest Notice lodged on 29 November 2024.
Options over ordinary shares held, directly, indirectly or beneficially, by key management personnel, including their
related parties during the financial year, were as follows:
2025
Held at
beginning of
year
Granted
Exercised
Expired /
forfeited /
other
Held at the
end of year
Directors
M Hartley
66,666
-
-
-
66,666
R Seville
1,945,946
-
-
(1,945,946)(1)
-
D Morrow
1,464,865
-
-
(1,464,865)(2)
-
M Savich
-
-
-
-
-
B Sampson
97,297
-
-
(97,297)(3)
-
A Pismiris
291,892
-
-
(291,892)(4)
-
Key Management Personnel
R Bradley
-
-
-
-
-
Total
3,866,666
-
-
(3,800,000)
66,666
(1)
Per Final Director’s Interest Notice lodged on 25 September 2024.
(2)
Per Final Director’s Interest Notice lodged on 7 February 2025.
(3)
Per Final Director’s Interest Notice lodged on 25 September 2024.
(4)
Per Final Director’s Interest Notice lodged on 29 November 2024.
Remuneration Report (Audited)
40
2.6
Transactions and Balances with Key Management Personnel and Their
Related Parties
Total transactions occurred with related parties
During the year, $19,435 was incurred for investor relations and advisory services provided by Fivemark Capital Pty
Ltd, related party of Mr Bowers (2024: $Nil). Amounts disclosed only relate to transactions after the date of Mr
Bowers appointment to the Board of Agrimin on 14 October 2024.
Additionally, $4,257 of rehabilitation services had been received from an employee of Niobium Holdings Pty Ltd
during the year, related party of Mr Savich and associate of Agrimin Limited (2024: $Nil).
Receivable from and payable to related parties
At the end of the financial year, $5,500 was payable for investor relations and advisory services provided by
Fivemark Capital Pty Ltd, related party of Mr Bowers (2024: $Nil). Amounts disclosed only relate to transactions after
the date of Mr Bowers appointment to the Board of Agrimin on 14 October 2024.
Loans to/from related parties
During the year, Mr Savich provided a loan of $60,000 to Niobium Holdings Pty Ltd, related party of Mr Savich and
associate of Agrimin Limited (2024: $Nil). $60,000 loan was payable to Mr Savich as at 30 June 2025.
There were no other related party transactions with other key management personnel of the Group for the year
ended 30 June 2025 (2024: Nil).
This concludes the remuneration report, which has been audited.
Remuneration Report (Audited)
41
Shares under Option
Unissued ordinary shares of Agrimin Limited under option at the date of this report are as follows:
Grant date
Expiry date
Exercise price
Number under option
5 December 2023
5 December 2026
0.20
20,956,377
27 March 2024
27 March 2027
0.20
19,533,238
23 April 2024
23 April 2027
0.20
7,100,096
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share
issue of the company or of any other body corporate.
Shares Issued on the Exercise of Options
There were 33,332 ordinary shares of Agrimin Limited issued during the year ended 30 June 2025 and up to the
date of this report.
Shares under Performance Rights
Unissued ordinary shares of Agrimin Limited under performance rights at the date of this report are as follows:
Grant date
Expiry date
Exercise price
Number of rights
15 September 2017
1 November 2025
N/A
2,500,000
31 December 2020
1 November 2025
N/A
475,000
24 March 2022
1 November 2025
N/A
595,000
25 October 2023
5 December 2026
N/A
3,600,000
22 November 2023
5 December 2026
N/A
3,000,000
30 July 2025
30 July 2027
N/A
2,000,000
1 July 2025
1 July 2027
N/A
550,000
1 July 2025
1 July 2028
N/A
700,000
Shares Issued on the Exercise of Performance Rights
6,000,000 ordinary shares of Agrimin Limited were issued during the year ended 30 June 2025 and up to the date
of this report on the exercise of performance rights granted.
This report is made with a resolution of the directors:
Michael Hartley
Executive Director
Perth
23 September 2025
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
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
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Agrimin Limited for the year ended 30 June 2025, I declare
that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA
Perth, WA
TUTU PHONG
Dated: 23 September 2025
Partner
43
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For The Year Ended 30 June 2025
Note
2025
2024
$
$
Other income
23,563
25,525
Finance income
83,734
88,177
Share based payment
16
(317,828)
(1,157,913)
Finance expenses
(14,414)
(33,905)
Rehabilitation expenses
(41,431)
-
Share of net loss of equity accounted entities
10
(74,036)
(105,308)
Administrative expenses
3
(2,439,144)
(2,932,133)
Impairment of assets
7
(45,952,544)
(1,216,227)
Loss before income tax
(48,732,100)
(5,331,784)
Income tax expense
4
-
-
Loss for the year
(48,732,100)
(5,331,784)
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Share of other comprehensive (loss)/income of equity
accounted associate
10
(8,558,243)
32,190,830
Items that may be reclassified subsequently to profit or loss
Deferred tax expense
16
2,148,070
(8,021,380)
Other comprehensive (loss)/income for the year, net of tax
(6,410,173)
24,169,450
Total comprehensive (loss)/income for the year
(55,142,273)
18,837,666
Loss per share
Basic and diluted loss per share
18
(14.18) cents
(1.73) cents
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes.
44
Consolidated Statement of Financial Position
As at 30 June 2025
Note
2025
2024
$
$
Assets
Current assets
Cash and cash equivalents
5
2,843,666
4,053,835
Other receivables
6
72,009
86,679
Deposits
68,198
158,674
Prepayments
39,602
45,268
Total current assets
3,023,475
4,344,456
Non-current assets
Exploration and evaluation assets
7
-
44,449,889
Property, plant and equipment
8
2,090
8,169
Right of use asset
9
10,208
193,951
Investment in associate accounted for using equity method
10
37,772,360
46,364,639
Investment in joint venture
38,729
27,630
Other assets
11
-
125,000
Total non-current assets
37,823,387
91,169,278
Total assets
40,846,862
95,513,734
Liabilities
Current liabilities
Trade and other payables
12
964,180
595,549
Provisions
13
96,643
113,016
Lease liabilities
14
459
137,932
Total current liabilities
1,061,282
846,497
Non-current liabilities
Deferred tax liabilities
26
9,443,089
11,591,158
Provisions
13
906,856
898,950
Lease liabilities
14
-
67,442
Total non-current liabilities
10,349,945
12,557,550
Total liabilities
11,411,227
13,404,047
Net assets
29,435,635
82,109,687
Equity
Share capital
15
83,849,402
80,640,759
Reserves
16
29,387,724
36,538,319
Accumulated losses
(83,801,491)
(35,069,391)
Total equity
29,435,635
82,109,687
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
45
Consolidated Statement of Changes in Equity
For The Year Ended 30 June 2025
Note
Share capital
Share based
payment reserve
Accumulated
losses
Other equity
reserves
Total equity
$
$
$
$
$
Balance at 1 July 2024
80,640,759
2,188,993
(35,069,391)
34,349,326
82,109,687
Loss for the year
-
-
(48,732,100)
-
(48,732,100)
Share of other comprehensive income of
equity accounted associate
10
-
-
-
(8,558,243)
(8,558,243)
Deferred tax liabilities
-
-
-
2,148,070
2,148,070
Total comprehensive income for the year
-
-
(48,732,100)
(6,410,173)
(55,142,273)
Transaction with owners in their capacity as owners:
Issue of ordinary shares
15
2,316,667
-
-
-
2,316,667
Costs from issue of ordinary shares
15
(166,274)
-
-
-
(166,274)
Share based payment
16
-
317,828
-
-
317,828
Transfer of share based payment reserve
16
1,058,250
(1,058,250)
-
Balance at 30 June 2025
83,849,402
1,448,571
(83,801,491)
27,939,153
29,435,635
Balance at 1 July 2023
73,724,084
1,031,080
(29,737,607)
10,179,876
55,197,433
Loss for the year
-
-
(5,331,784)
-
(5,331,784)
Share of other comprehensive income of
equity accounted associate
-
-
-
32,190,830
32,190,830
Deferred tax liabilities
-
-
-
(8,021,380)
(8,021,380)
Total comprehensive income for the year
-
-
(5,331,784)
24,169,450
18,837,666
Transaction with owners in their capacity as owners:
Issue of ordinary shares
15
7,370,406
-
-
-
7,370,406
Costs from issue of ordinary shares
15
(453,731)
-
-
-
(453,731)
Share based payment
16
-
1,157,913
-
-
1,157,913
Balance at 30 June 2024
80,640,759
2,188,993
(35,069,391)
34,349,326
82,109,687
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
46
Consolidated Statement of Cash Flows
For The Year Ended 30 June 2025
Note
2025
2024
$
$
Cash flows from operating activities
Payments to suppliers and employees
(2,175,377)
(2,991,463)
Interest received
83,734
91,176
Other income
20,263
125,525
Net cash used in operating activities
17
(2,071,380)
(2,774,762)
Cash flows from investing activities
Payments for exploration and evaluation assets
(2,274,848)
(3,030,607)
Payments for land option
(25,000)
(25,000)
Investment in joint venture
(11,099)
(13,905)
Investment in associate
(40,000)
-
Refunds on deposits
90,259
-
Proceeds from Supply Chain Resilience Initiative ("SCRI")
grant
400,000
-
Proceeds from R&D tax incentive
661,940
979,619
Net cash used in investing activities
(1,198,748)
(2,089,893)
Cash flows from financing activities
Proceeds from issue of share capital
2,316,667
7,275,406
Payment of share issue costs
(139,090)
(453,731)
Repayment of lease liability
(105,413)
(115,372)
Interest payment on lease liability
(12,205)
(18,692)
Net cash from financing activities
2,059,959
6,687,611
Net (decrease)/increase in cash and cash equivalents
(1,210,169)
1,822,956
Cash and cash equivalents at 1 July
4,053,835
2,230,879
Cash and cash equivalents at 30 June
5
2,843,666
4,053,835
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
47
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 Suite 6 Level 2, 437 Roberts Road, Subiaco, Perth, WA
6008. The consolidated financial statements were authorised for issue by the Board of Directors on 23 September
2025.
2.
Material Accounting Policy Information
(a)
Basis of Preparation
The consolidated financial statements of the Group are general purpose financial statements for the year ended 30
June 2025 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)
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance
with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
(c)
Adoption of new and revised accounting standards
In the year ended 30 June 2025, 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 2024. It has been
determined that there is no material impact from the adoption of new and revised Accounting Standards and
Interpretations.
Notes to the Consolidated Financial Statements
48
(d)
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 of $48,732,100 and had net cash outflows from
operating and investing activities of $2,071,380 and $1,198,748 respectively for the year ended 30 June 2025. As at
the date, the Group has net current assets of $1,962,193 including cash and cash equivalents of $2,843,666.
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 shares under the Corporation Act 2001 to raise further working capital;
•
The Group has the ability to scale down its operations and reduce discretionary expenditure, if required;
and
•
The Group has the ability to divest part or all of its interest in Niobium Holdings Pty Ltd.
(e)
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.
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.
Notes to the Consolidated Financial Statements
49
(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 profit or loss and other 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 profit or loss
and other 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 Group’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.
(f)
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 Executive Director 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.
Notes to the Consolidated Financial Statements
50
(g)
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)
Recoverability of capitalised exploration and evaluation expenditure and pre-license exploration
expenditure
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.
Notes to the Consolidated Financial Statements
51
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.
(h)
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.
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.
Notes to the Consolidated Financial Statements
52
(i)
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.
Notes to the Consolidated Financial Statements
53
(j)
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.
(k)
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
Group’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 Group’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.
(l)
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.
Notes to the Consolidated Financial Statements
54
(m)
Deposits
The deposits comprised of prepaid tenement rents and prepaid miscellaneous licence rents.
The annual rents paid to the Western Australian Department of Mines, Petroleum and Exploration (DMPE) in
advance when application for tenements and miscellaneous licences was made during the year. These amounts
are held in trust by the DMPE 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.
(n)
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.
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.
Notes to the Consolidated Financial Statements
55
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.
(o)
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.
(p)
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.
(q)
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.
Notes to the Consolidated Financial Statements
56
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.
(r)
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.
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.
Notes to the Consolidated Financial Statements
57
(s)
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 profit or loss and other 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.
(t)
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.
(u)
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.
(v)
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.
Notes to the Consolidated Financial Statements
58
(w)
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.
(x)
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.
Notes to the Consolidated Financial Statements
59
(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 Group
intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial
recognition.
(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.
Notes to the Consolidated Financial Statements
60
3.
Administrative Expenses
2025
2024
$
$
Fees, salaries and benefits
1,511,764
1,700,888
External professional fees
354,597
304,211
Depreciation of right of use assets
122,496
122,326
Insurance expense
80,266
88,511
ASX fees
55,768
48,673
Office outgoings
47,177
41,975
Subscriptions and licencing expenses
32,026
55,713
Travel and accommodation expense
20,173
44,091
Other administrative expenses
214,877
525,745
2,439,144
2,932,133
4.
Income Tax
2025
2024
$
$
Reconciliation between tax expense and pre-tax accounting profit/(loss)
Loss for the year
(48,732,100)
(5,331,784)
Income tax using the Company's domestic tax rate 25% (2024: 25%)
(12,183,025)
(1,332,947)
Changes in unrecognised temporary difference
(12,183,025)
(1,332,947)
Income tax expense
-
-
Unrecognised deferred tax asset
Deferred tax asset calculated at 25% (2024: 25%) have not been
recognised in respect to the following items:
Deductible temporary differences
373,892
452,564
Tax losses carried forward
12,607,168
11,880,756
Tax losses and temporary differences brought to account to reduce the
provision for deferred tax liabilities
(1,587,009)
(1,469,475)
11,394,051
10,863,845
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.
Notes to the Consolidated Financial Statements
61
2025
2024
$
$
Provision for deferred tax liability
Deferred tax liability comprises the estimated expense at the applicable
rate of 25% (2024: 25%) on the following items:
Exploration and evaluation assets
1,567,426
1,451,250
Other assets
9,682
6,908
Prepayments and accrued income
9,901
11,317
Deferred tax asset attributable to tax losses and temporary differences
brought to account to reduce the provision for deferred income tax
(1,587,009)
(1,469,475)
-
-
Amounts charged directly to equity
Deferred tax assets
-
-
Deferred tax liabilities (note 26)
(2,148,070)
8,021,380
(2,148,070)
8,021,380
5.
Cash and Cash Equivalents
2025
2024
$
$
Cash and bank balances
2,794,666
3,994,835
Short-term deposits
49,000
59,000
2,843,666
4,053,835
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
2025
2024
$
$
GST receivable
37,538
55,968
Other receivables
3,760
-
Security deposit
30,711
30,711
72,009
86,679
Notes to the Consolidated Financial Statements
62
7.
Exploration and Evaluation Assets
The carrying amount of the exploration and evaluation assets at 30 June 2025 relates to the exploration capitalised
on the Mackay Potash Project.
2025
2024
$
$
Opening balance
44,449,889
42,741,413
Additions
2,564,595
3,107,992
Refundable research and development grant received
(661,940)
(979,620)
Supply Chain Resilience Initiative ("SCRI") grant received
(400,000)
-
Impairment of assets
(45,952,544)
(419,896)
-
44,449,889
During the year ended 30 June 2025, the Group assessed the carrying amount of the assets for impairment.
Impairment indicators were present and the carrying value of the Mackay Potash Project has been fully impaired
as at 30 June 2025. Management opted to take a conservative approach and fully impaired the carrying value of the
Project to nil during half year review in light of the current capital market environment with respect to Australian-
domiciled SOP projects.
8.
Property, Plant and Equipment
2025
2024
$
$
Plant and equipment
At cost
213,736
213,736
Accumulated depreciation
(211,646)
(205,567)
2,090
8,169
Movement in carrying amounts
Opening balance
8,169
36,606
Depreciation
(6,079)
(28,437)
Closing balance
2,090
8,169
Notes to the Consolidated Financial Statements
63
9.
Right of Use Asset
2025
2024
$
$
Office lease
At cost
306,239
367,487
Accumulated depreciation
(296,031)
(173,536)
10,208
193,951
Movement in carrying amount
Opening balance
193,951
317,496
Increase to right of use asset
-
-
Depreciation
(183,743)
(123,545)
10,208
193,951
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
Equity Holding
2025
2024
%
%
Niobium Holdings Pty Ltd(1)
Investment Holding
Australia
40%
40%
Tali Resources Ltd
Mineral Exploration
Australia
40%
-
(1)
Niobium Holdings Pty Ltd was previously known as Tali Resources Pty Ltd
Notes to the Consolidated Financial Statements
64
2025
2024
$
$
Investment in associate
Niobium Holdings Pty Ltd
37,772,360
46,364,639
Tali Resources Ltd(1)
-
-
37,772,360
46,364,639
Carrying value of interest in associates
Opening balance
46,364,639
14,279,117
Additions(1)
40,000
-
Share of other comprehensive (loss)/income, net of tax
(8,558,243)
32,190,830
Share of loss before income tax
(74,036)
(105,308)
Closing carrying amount
37,772,360
46,364,639
(1)
The Company purchased 32 million shares in Tali Resources Ltd (TR2) for $40,000 on 12 May 2025, equivalent to 40% of the shares on
issue as of 30 June 2025. In accordance with AASB 128 Investments in Associates and Joint Ventures, the Company recognises its share
of losses only to the extent of its interest in the associate. While the Company’s 40% share of the associate’s loss amounted to $210,971,
only $40,000 has been recognised.
Niobium Holdings Pty Ltd
2025
2024
$
$
Summarised statement of financial position
Cash and cash equivalents
3,700
354,641
Other current assets
927,928
167,317
Non-current assets(1)
133,848,000
165,201,904
Total assets
134,779,628
165,723,862
Current liabilities
123,728
483,871
Non-current liabilities(2)
40,052,400
49,155,792
Total liabilities
40,176,128
49,639,663
Net assets
94,603,500
116,084,199
Summarised statement of profit or loss and other comprehensive income
Other income
28,659
63,426
Expenses
(1,396,516)
(326,697)
Profit on sale of investment
1,095,436
-
Gain on disposal of subsidiary
187,331
-
Profit after income tax
(85,090)
(263,271)
Other comprehensive income (net of tax)
(21,395,608)
80,477,072
Total comprehensive income
(21,480,698)
80,213,801
(1)
Niobium Holdings Pty Ltd holds an approximate 12% shareholding in WA1 Resources Ltd (ASX:WA1). In accordance with AASB 9
Financial Instruments, Niobium Holdings Pty Ltd has revalued its shares in WA1 to fair value at balance date and recognised the
unrealised change in fair value through other comprehensive income.
(2)
It represents the deferred tax liability on unrealised gain of its shareholding in WA1 Resources Ltd.
Notes to the Consolidated Financial Statements
65
Tali Resources Ltd
2025
2024
$
$
Summarised statement of financial position
Cash and cash equivalents
21,113
-
Other current assets
97,002
-
Non-current assets
768,606
-
Total assets
886,721
-
Current liabilities
1,187,520
-
Total liabilities
1,187,520
-
Net assets
(300,799)
-
Summarised statement of profit or loss and other comprehensive income
Other income
1,005
-
Expenses
(58,932)
-
Share based payments
(469,500)
Profit after income tax
(527,427)
-
The Group’s share of loss and other comprehensive loss during the financial year is $8,632,279 (2024: Profit
$32,085,522).
11.
Other Assets
2025
2024
$
$
Lot 701 option payment
-
125,000
Closing balance
-
125,000
Notes to the Consolidated Financial Statements
66
12.
Trade and Other Payables
2025
2024
$
$
Accrued expenses
643,034
46,050
Trade payables
294,309
472,227
Other payables
26,837
77,272
964,180
595,549
13.
Provisions
2025
2024
$
$
Current
Employee benefits
96,643
113,016
96,643
113,016
Non-current
Provision for rehabilitation
906,856
852,096
Employee benefits
-
46,854
906,856
898,950
Movement in provision for rehabilitation
Opening balance
852,096
882,817
Adjustment made during the year
52,551
(45,936)
Unwind of discount
2,209
15,215
906,856
852,096
Employee benefits relate to the balance of annual leave and long service leave accrued by the Group’s employees.
During the year, 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
$54,760 to $906,856 (2024: $852,096).
Notes to the Consolidated Financial Statements
67
14.
Lease Liabilities
2025
2024
$
$
Office lease
Current
459
137,932
Non-current
-
67,442
459
205,374
Movement for the year
Opening balance
205,374
322,256
Lease modification
(79,504)
581
Lease payments
(137,616)
(136,155)
Interest expense
12,205
18,692
Closing balance
459
205,374
Amounts recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income:
2025
2024
$
$
Depreciation of right of use assets
122,496
122,496
Interest expense on lease liability
12,205
18,692
Expenses on short-term leases
1,800
1,800
136,501
142,988
During the year, the Company had decided to surrender the lease early at the end of July 2025 with a break lease
cost of $20,000. The lease liability has been adjusted to reflect the changes.
The cash outflow for leases during the year amounts to $117,618 (2024: $134,064).
Notes to the Consolidated Financial Statements
68
15.
Share Capital
2025
Number
$
Share capital
Fully paid ordinary shares
Balance at 1 July 2024
337,229,443
80,640,759
Issue of fully paid ordinary shares at $0.20 on the exercise of options
33,332
6,667
Issue of fully paid ordinary shares at $0.165 under share-based payment(1)
750,000
123,750
Issue of fully paid ordinary shares at $0.165 under share-based payment(1)
2,700,000
445,500
Issue of fully paid ordinary shares at $0.205 under share-based payment(1)
2,100,000
430,500
Issue of fully paid ordinary shares at $0.13 under share-based payment(2)
450,000
58,500
Issue of fully paid ordinary shares at $0.06
38,500,000
2,310,000
Less share issue costs
-
(166,274)
Balance at 30 June 2025
381,762,775
83,849,402
(1)
During the year, Class A and Class A1 performance rights conditions were satisfied and a total of 6,000,000 ordinary shares were
issued upon the exercise of performance rights. In accordance with AASB 2 Share-based Payment, the respective fair value at
measurement date was used to determine the share based payment.
2024
Number
$
Share capital
Fully paid ordinary shares
Balance at 1 July 2023
288,352,486
73,724,084
Issue of fully paid ordinary shares at $0.15
48,000,000
7,200,015
Issue of fully paid ordinary shares at $0.20 on the exercise of options
376,957
75,391
Issue of fully paid ordinary shares at $0.19 under share-based payment
500,000
95,000
Less share issue costs
-
(453,731)
Balance at 30 June 2024
337,229,443
80,640,759
All issued shares are fully paid.
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.
Notes to the Consolidated Financial Statements
69
16.
Reserves
Note
2025
2024
$
$
Other equity reserve
27,939,153
34,349,326
Share based payment reserve
1,448,571
2,188,993
29,387,724
36,538,319
Other equity reserve
Opening balance
34,349,326
10,179,876
Share of other comprehensive income, net of tax
10
(8,558,243)
32,190,830
Deferred tax liabilities charged to equity
2,148,070
(8,021,380)
Closing carrying amount
27,939,153
34,349,326
Share based payment reserve
Opening balance
2,188,993
1,031,080
Transfer(1)
(1,058,250)
-
Share based payment
317,828
1,157,913
Closing carrying amount
1,448,571
2,188,993
(1)
6,000,000 performance rights were vested and converted to shares during the year. The related cumulative reserve, $1,058,250 was
transferred to issued share capital.
Share based payment reserve
Performance related remuneration
Details of performance rights held by the Group during the financial year are as follows:
Financial
year
Held at
beginning of
year
Issued during
the year (1)
Vested and
exercised (2)
Cancelled/
lapsed
Held at the
end of year
Vested at
end of year
2025
31,920,000
2,700,000
(6,000,000)
(18,450,000)
10,170,000
-
(1)
Performance rights issued during the year were 450,000 under Class A1, 450,000 under Class A2 and 1,800,000 under Class B.
(2)
5,550,000 and 450,000 performance rights were vested and converted to shares under Class A and Class A1 respectively.
Details of performance rights held by the Group during the previous financial year are as follows:
Financial
year
Held at
beginning of
year
Issued during
the year (1)
Vested and
exercised
Cancelled/lap
sed
Held at the
end of year
Vested at
end of year
2024
6,570,000
25,650,000
-
(300,000)
31,920,000
-
(1)
5,550,000 performance rights under Class A and 20,100,000 performance rights under Class B were issued.
Notes to the Consolidated Financial Statements
70
10,170,000 held at 30 June 2025 has the following terms:
Performance condition
Number of
rights granted
Expiry date
Milestone B – Commencement of production of the Mackay Potash Project
3,570,000
1 November 2025
Class B - ASX announcement of the commencement of construction at
Mackay Potash Project within two years
OR
Achievement of relative Total Shareholder Return relative to Comparator
Group over a three-year period
6,600,000
5 December 2026
10,170,000
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.
Management has assessed the likelihood of the individual personnel achieving the service conditions for Class B.
For personnel with 100% likelihood, a share-based payment expense of $252,593 was recognised. For personnel
with 0% likelihood, all expenses previously recognised of $348,367 were reversed during the year.
In 2023, 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 the current year there has been no change.
31,920,000 held at 30 June 2024 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
Class A - Continued employment with the Company for one year
5,550,000
5 December 2024
Class B - ASX announcement of the commencement of construction at
Mackay Potash Project within two years
OR
Achievement of relative Total Shareholder Return relative to Comparator
Group over a three-year period
20,100,000
5 December 2026
32,220,000
Notes to the Consolidated Financial Statements
71
In 2024 financial year, the probability of achieving the milestones was assessed by management and it was
determined that it is more likely than not that the milestones for Class A and Class B will be met. A share based
payment expense of $1,157,913 was recognised.
During the year ended 30 June 2025, pursuant to the Company's Employee Securities Incentive Plan, the Company
issued the following performance rights:
Grant date
Number of
rights
Fair value
Vesting conditions
20 November
2024
450,000
$0.130
Class A1 - Primary Environmental Approval (State) as
evidenced by Agrimin receiving the signed Ministerial
Statement and announcing it to the ASX.
20 November
2024
450,000
$0.130
Class A2 - Primary Environmental Approval (Federal) as
evidenced by Agrimin Receiving the signed Ministerial
Statement and announcing it to the ASX.
20 November
2024
1,800,000
$0.110
Class B - ASX announcement of the commencement of
construction at Mackay Potash Project within one year
OR
Achievement of relative Total Shareholder Return (TSR)
relative to Comparator Group over a two-year period
30 July 2025 (1)
2,000,000
$0.096
Class C – Completion of the strategic review of the Mackay
Potash Project and satisfactory implementation of key
outcomes
(1)
Subsequent to year end, Michael Hartley was formally granted 2,000,000 performance rights after shareholder approval at the general
meeting held on 30 July 2025. As the performance rights related to a service condition which began on 16 June 2025, a portion of the
expense has been recognised during the current year.
Notes to the Consolidated Financial Statements
72
During the year ended 30 June 2024, pursuant to the Company's Employee Securities Incentive Plan, the Company
issued the following performance rights:
Grant date
Number of
rights
Fair value
Vesting conditions
25 October 2023
3,450,000
$0.165
Class A - Continued employment with the Company for one year
from the issue date of the Performance Rights.
22 November
2023
2,100,000
$0.205
Class A - Continued employment with the Company for one year
from the issue date of the Performance Rights.
25 October 2023
6,900,000
$0.106
Class B - ASX announcement of the commencement of
construction at Mackay Potash Project within two years from the
issue date of the Performance Rights.
OR
Achievement of relative Total Shareholder Return relative to
Comparator Group over a three-year period from the issue date
of the Performance Rights.
22 November
2023
4,200,000
$0.132
Class B - ASX announcement of the commencement of
construction at Mackay Potash Project within two years from the
issue date of the Performance Rights.
OR
Achievement of relative Total Shareholder Return relative to
Comparator Group over a three-year period from the issue date
of the Performance Rights.
28 November
2023
9,000,000
$0.137
Class B - ASX announcement of the commencement of
construction at Mackay Potash Project within two years from the
issue date of the Performance Rights.
OR
Achievement of relative Total Shareholder Return relative to
Comparator Group over a three-year period from the issue date
of the Performance Rights.
Notes to the Consolidated Financial Statements
73
For the performance rights measured during the current financial year, the valuation model inputs used to
determine the fair value at the grant date are as follows:
Grant date
Expiry date
Share
price at
grant date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest
free
Fair value
at grant
date
20 November
2024
20 November
2027
$0.130
N/A
N/A
NIL
N/A
$0.130
20 November
2024
20 November
2027
$0.130
N/A
N/A
NIL
N/A
$0.130
20 November
2024
20 November
2027
$0.130
N/A
65%
NIL
5%
$0.110
30 July 2025
30 July 2027
$0.096
N/A
N/A
NIL
N/A
$0.096
Class A1 performance rights vested during the year, with a share-based payment expense of $58,500 being
recognised. Class A2 performance rights lapsed during the year, resulting in no share-based payment expense
being recognised. At 30 June 2025, management assessed the likelihood of the individual personnel achieving Class
C as more likely than not and more than 50%, resulting in share-based payment expense of $2,575 recognised.
For the performance rights granted in previous financial year, the valuation model inputs used to determine the
fair value at the grant date, are as follows:
Grant date
Expiry date
Share
price at
grant date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest
free
Fair value
at grant
date
25 October 2023 25 October 2024
$0.165
N/A
N/A
NIL
N/A
$0.165
22 November
2023
22 November
2024
$0.205
N/A
N/A
NIL
N/A
$0.205
25 October 2023 5 December 2026
$0.165
N/A
65%
NIL
4.25%
$0.106
22 November
2023
5 December 2026
$0.205
N/A
65%
NIL
4.09%
$0.132
28 November
2023
5 December 2026
$0.215
N/A
65%
NIL
4.16%
$0.137
Notes to the Consolidated Financial Statements
74
17.
Statement of Cash Flows
(a) Reconciliation of cash flows from operating activities
2025
2024
$
$
Loss for the year
(48,732,100)
(5,331,784)
Non-cash items:
Finance expenses
14,414
33,905
Depreciation of right of use assets
122,496
122,326
Share of loss/(profit) of equity accounted investee
74,036
108,307
Share based payment
317,828
1,157,913
Employee entitlement
-
(40,764)
Impairment of non-current assets
45,952,544
1,216,227
Write off non current assets
150,000
-
Loss on lease termination
2,045
-
Change in operating assets and liabilities
Decrease in other receivables
14,670
60,880
Decrease in prepayments
5,666
3,874
Increase/(Decrease) in trade and other payables
7,693
(39,183)
Decrease in provisions
(672)
(66,463)
(2,071,380)
(2,774,762)
(b) Non-cash financing and investing activities
During the financial year, Class A and Class A1 performance rights conditions were satisfied and a total of 6,000,000
ordinary shares were issued upon the exercise of performance rights. In accordance with AASB 2 Share-based
Payment, the respective fair value at measurement date was used to determine the share based payment of
$1,058,250.
There were $95,000 non-cash financing and investing activities for the year ended 30 June 2024, relating to share-
based payments issued to Tjurabalan Native Title Land Aboriginal Corporation RNTBC.
Notes to the Consolidated Financial Statements
75
18.
Loss Per Share
(a)
Reconciliation of loss
2025
2024
$
$
Loss attributable to the owners of the Company used to calculate basic
and diluted loss per share
(48,732,100)
(5,331,784)
(b)
Weighted average number of ordinary shares used as the denominator
2025
2024
$
$
Weighted average number of ordinary shares used as the denominator
in calculating basic and diluted loss per share
343,625,743
308,974,649
There were 47,589,711 unlisted options outstanding at balance date (2024: 47,623,043). There were 10,170,000
performance rights (2024: 31,920,000) 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.
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:
2025
2024
$
$
Exploration commitment
Less than one year
1,663,527
993,455
Between one and five years
4,377,668
5,441,436
6,041,195
6,434,891
The Group has no expenditure commitments on mining tenements which have not been granted (2024: Nil).
(b)
Other commitments
The Group had no other commitments as at 30 June 2025 and 30 June 2024.
Notes to the Consolidated Financial Statements
76
20.
Contingencies
(a)
Contingent liabilities
As per the 14 December 2023 agreement with Tjurabalan Native Title Land Aboriginal Corporation RNTBC,
Milestone Payments and Salt Production Payment are payable upon a final investment decision and production,
respectively.
As per the 7 October 2022 agreement with Parna Ngururrpa (Aboriginal Corporation) RNTBC, a Salt Production
Payment is payable upon production.
As per the 29 June 2018 agreement with Tjamu Tjamu (Aboriginal Corporation) RNTBC, Annual Funding Amount and
SOP Production Payment are payable upon a final investment decision and production, respectively.
(b)
Contingent assets
The Group had no contingent assets at reporting date (2024: 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.
Notes to the Consolidated Financial Statements
77
The entire cash balance for the Group of $2,843,666 (2024: $4,053,835) is subject to interest rate risk. The interest
rate profile of the Group’s interest-bearing financial instruments at the reporting date was:
2025
2024
$
$
Fixed rate instrument
Term deposits (cash and cash equivalents)
49,000
59,000
49,000
59,000
Variable rate instrument
Cash and cash equivalents
2,794,666
3,994,835
2,794,666
3,994,835
Sensitivity analysis
At 30 June 2025, changes in interest rates will have an immaterial effect on the results of the Group.
(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.
Notes to the Consolidated Financial Statements
78
(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:
2025
2024
$
$
Cash and cash equivalents
2,843,666
4,053,835
Other receivables(1)
34,471
30,711
Deposits
68,198
158,674
2,946,335
4,243,220
(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 DMPE 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.
Notes to the Consolidated Financial Statements
79
22.
Related Party Transactions
Key management personnel compensation
2025
2024
$
$
Short-term benefits
983,726
1,132,125
Post-employment superannuation benefit
100,295
84,451
Other long-term benefits
12,093
24,174
Termination payment
200,000
-
Share based payment
195,400
742,799
1,491,514
1,983,549
(a)
Key management personnel
Disclosures relating to key management personnel are set out in the remuneration report included in the directors'
report.
(b)
Transactions with directors, director related entities and other related parties
Total transactions occurred with related parties
During the year, $19,435 was incurred for investor relations and advisory services provided by Fivemark Capital Pty
Ltd, related party of Mr Bowers (2024: $Nil).
Additionally, $4,257 of rehabilitation services had been received from an employee of Niobium Holdings Pty Ltd
during the year, related party of Mr Savich and associate of Agrimin Limited (2024: $Nil).
Receivable from and payable to related parties
At the end of the financial year, $5,500 was payable for investor relations and advisory services provided by
Fivemark Capital Pty Ltd, related party of Mr Bowers (2024: $Nil).
Loans to/from related parties
During the year, Mr Savich provided a loan of $60,000 to Niobium Holdings Pty Ltd, related party of Mr Savich and
associate of Agrimin Limited (2024: $Nil). $60,000 loan was payable to Mr Savich as at 30 June 2025.
Notes to the Consolidated Financial Statements
80
23.
Subsidiaries
Interest in subsidiaries
The consolidated financial statements incorporate the assets and liabilities and results of the following subsidiaries:
Name
Principal Activities
Country of
Incorporation
Equity Holding
2025
2024
%
%
Agrimin Potash Pty Ltd
Mineral Exploration
Australia
100%
100%
Newhaul Bulk Pty Ltd (1)
Haulage Operation
Australia
50%
50%
Agrimin Holdings Pty Ltd (1)
Holding Company of Agrimin
Potash Pty Ltd
Australia
100%
100%
Northern Infrastructure Pty Ltd
(1)
Haul Road Approvals and
Operations
Australia
100%
100%
Agrimin Exploration Pty Ltd (1)
Proposed holding company for
the Lake Auld assets
Australia
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.
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.
2025
2024
$
$
Current assets
2,950,022
4,180,720
Non-current assets
36,394,737
46,587,219
Total assets
39,344,759
50,767,939
Current liabilities
466,035
819,497
Non-current liabilities
9,443,089
11,705,454
Total liabilities
9,909,124
12,524,951
Share capital
82,710,312
79,501,669
Reserves
28,707,724
35,858,319
Accumulated losses
(81,982,401)
(77,116,999)
Total equity
29,435,635
38,242,989
Loss for the year
(4,865,402)
(6,432,012)
Share of other comprehensive income of equity accounted associates, net of tax
(8,558,243)
32,190,830
Deferred tax liabilities
2,148,070
(8,021,380)
Total comprehensive income for the year
(11,275,575)
17,737,438
Notes to the Consolidated Financial Statements
81
The carrying amount of all financial instruments is approximate to their fair values at 30 June 2025 and 2024.
Guarantees entered by the parent entity in relation to the debts of its subsidiaries
No guarantees entered in the current financial year (2024: Nil).
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2025 (2024: Nil) other than those disclosed in Note 20.
Commitments
The parent entity had no capital commitments at 30 June 2025 (2024: Nil) other than those disclosed in Note 19.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group.
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:
2025
2024
$
$
Audit services - RSM Australia Partners:
Audit or review of financial statements
55,377
47,750
55,377
47,750
Other services - RSM Australia Partners:
Audit of grant acquittal
6,500
-
6,500
-
Other services - RSM Australia Pty Ltd:
Fees for other services
-
3,250
-
3,250
Notes to the Consolidated Financial Statements
82
26. Deferred Tax Liabilities
2025
2024
$
$
Deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss
-
-
-
-
Amounts recognised in equity:
Investment in associate
9,443,089
11,591,158
9,443,089
11,591,158
Deferred tax liability
9,443,089
11,591,158
Movements:
Opening balance
11,591,159
3,569,779
Charged/(credited) to profit or loss
-
-
Charged to equity (note 4)
(2,148,070)
8,021,380
Closing balance
9,443,089
11,591,159
27.
Events After the Reporting Period
During the General Meeting held on 30 July 2025, the shareholders approved the issuance of 3,166,667 placement
shares subscribed for by the Directors (or their related parties). The breakdown per director is as follows:
•
Michael Hartley (Managing Director) – 833,333 shares
•
Lee Bowers (Non-Executive Chair) – 1,666,667 shares
•
Mark Savich (Non-Executive Director) – 666,667 shares
In addition, the shareholders also approved the grant of 2,000,000 performance rights to Mr Hartley. Details for the
performance rights are as follows:
•
Vesting condition: Completion of the strategic review of the Mackay Potash Project and satisfactory
implementation of key outcomes.
•
Expiry date: Two years after the date of issue of the Performance Rights.
83
Consolidated Entity Disclosure Statement
As at 30 June 2025
Entity name
Entity type
Place
formed/Country
of incorporation
Ownership
interest
%
Tax residency
Agrimin Limited
Body corporate
Australia
N/A
Australia(1)
Agrimin Potash Pty Ltd
Body corporate
Australia
100%
Australia(1)
Agrimin Holdings Pty Ltd
Body corporate
Australia
100%
Australia(2)
Northern Infrastructure Pty Ltd
Body corporate
Australia
100%
Australia(2)
Agrimin Exploration Pty Ltd
Body corporate
Australia
100%
Australia(2)
Newhaul Bulk Pty Ltd
Partnership
Australia
50%
Australia(2)
(1) Agrimin Limited ("the head entity") and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the
tax consolidation regime.
(2) Those entities were dormant in the current year.
84
Directors’ Declaration
In the opinion of the directors of Agrimin Limited (‘the Company’):
1.
the financial statements and notes set out on pages 43 to 83 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 2025 and of its performance
for the financial year ended on that date;
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; and
4.
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Michael Hartley
Executive Director
23 September 2025
Perth
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
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
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF THE AGRIMIN LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
Opinion
We have audited the financial report of Agrimin Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2025, the consolidated statement of profit
or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including material
accounting policy information, the consolidated entity disclosure statement and the 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 2025 and of its financial
performance for the year then ended; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We 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.
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
Going concern
Refer to Note 2(d) in the financial statements
The Group incurred a loss of $48,732,100 and had net
cash outflows from operating and investing activities
of $2,071,380 and $1,198,748 respectively for the
year ended 30 June 2025. As at the date, the Group
has net current assets of $1,962,193 including cash
and cash equivalents of $2,843,666.
The directors have prepared the financial report on the
going concern basis. The directors’ assessment of the
Group’s ability to continue as a going concern is based
on a cashflow forecast which includes future capital
raisings and receipt of R&D tax incentives.
We have determined the assessment of going
concern to be a key audit matter due to the significant
judgements involved in preparing the cashflow
forecast, and the potential material impact of the
results of management’s assessment.
Our audit procedures included:
•
Assessing the financial position of the Group;
•
Assessing the appropriateness and mathematical
accuracy of the cashflow forecast prepared by
management;
•
Challenging
the
reasonableness
of
key
assumptions used in the cashflow forecast;
•
Assessing the mitigating factors disclosed in the
financial statements; and
•
Assessing 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 2025 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.
86
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a.
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view
in accordance with Australian Accounting Standards and the Corporations Act 2001; and
b.
the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001;
and for such internal control as the directors determine is necessary to enable the preparation of:
i.
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view
and is free from material misstatement, whether due to fraud or error; and
ii.
the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the 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/admin/file/content102/c3/ar2_2020.pdf. This
description forms part of our auditor's report.
87
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 2025.
In our opinion, the Remuneration Report of Agrimin Limited, for the year ended 30 June 2025, 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
Perth, WA
TUTU PHONG
Dated: 23 September 2025
Partner
88
89
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 8 September 2025:
Number of shares
Holders
Securities
%
1 - 1,000
138
43,874
0.01%
1,001 - 5,000
501
1,371,775
0.36%
5,001 - 10,000
275
2,130,698
0.55%
10,001 - 100,000
729
25,810,569
6.71%
100,001 and over
355
355,572,526
92.37%
1,998
384,929,442
100.00%
There are 660 shareholders holding less than a marketable parcel of shares.
b)
Twenty Largest Shareholders
Party
Listed Ordinary Shares
No. of Ordinary
Shares
Percentage of
issued capital
BCI MINERALS LIMITED
37,377,388
9.71%
HILLBOI NOMINEES PTY LTD
14,591,447
3.79%
PERTH INVESTMENT CORPORATION LTD
11,077,030
2.88%
WALLOON SECURITIES PTY LTD
10,500,000
2.73%
GUGALANNA HOLDINGS PTY LTD
9,480,000
2.46%
SPAR NOMINEES PTY LTD
8,464,856
2.20%
GOLDFIRE ENTERPRISES PTY LTD
7,787,404
2.02%
BNP PARIBAS NOMINEES PTY LTD
7,766,695
2.02%
DEERING NOMINEES PTY LTD
6,867,051
1.78%
EUGOB NOMINEES PTY LTD
6,158,189
1.60%
GRENFELD HOLDINGS PTY LTD
5,513,791
1.43%
GRENFELD HOLDINGS PTY LTD
5,360,856
1.39%
MR TIMOTHY GUY LYONS
4,955,150
1.29%
GOLDTRAIN HOLDINGS PTY LTD
4,832,570
1.26%
C&T MITCHELL SUPER PTY LTD
4,795,000
1.25%
KADOO PTY LIMITED
4,648,964
1.21%
AP MITCHELL SUPERANNUATION FUND PTY LTD
4,557,109
1.18%
MR TIMOTHY GUY LYONS & MRS HEATHER MARY LYONS
4,114,285
1.07%
ACP INVESTMENTS PTY LTD
4,000,000
1.04%
EXXTEN PTY LTD
3,870,000
1.01%
166,717,785
43.31%
Shareholders’ Information
90
Shares on issue as at 8 September 2025 is: 384,929,442.
Unquoted equity securities
Number on issue
Number of
holders
Options over ordinary shares issued
47,556,378
247
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
Number of
ordinary shares
held
Percentage of
issued capital
BCI MINERALS LIMITED
37,377,388
9.79%
HILLBOI NOMINEES PTY LTD & ASSOCIATED ENTITIES
34,737,912
9.02%
d)
Voting Rights
All shares carry one vote per share without restriction.
91
Schedule of Tenement Interests
As at 30 June 2025
Tenement Ref.
Project
Holder
State
Status
Interest
Exploration Licences
E80/4887
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
E80/4888
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
E80/4889
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
E80/4890
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
E80/4893
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
E80/4995
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
E80/5055
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
E80/5124
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
E80/5172
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
Other Licences
L80/0087
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
L80/0088
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Granted
100%
L80/0098
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Application
100%
L80/0099
Mackay Potash
Northern Infrastructure Pty Ltd
W.A.
Application
100%
L80/0100
Mackay Potash
Northern Infrastructure Pty Ltd
W.A.
Granted
100%
L80/0101
Mackay Potash
Northern Infrastructure Pty Ltd
W.A.
Granted
100%
L80/0102
Mackay Potash
Northern Infrastructure Pty Ltd
W.A.
Granted
100%
L80/0103
Mackay Potash
Northern Infrastructure Pty Ltd
W.A.
Application
100%
L80/0104
Mackay Potash
Northern Infrastructure Pty Ltd
W.A.
Application
100%
L80/0105
Mackay Potash
Agrimin Potash Pty Ltd
W.A.
Application
100%
92