Contents
Corporate Directory
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Independent Audit Report to Members
Financial Statements
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the Consolidated Financial Statements
Directors’ Declaration
Corporate Governance Statement
Additional ASX Information
ANNUAL REPORT
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Corporate Directory
ANNUAL REPORT
Directors
Mr Stephen Power
Non-Executive Chairman
Mr Roger Mason
Managing Director
Mr Mark Rodda
Executive Director
Auditor
BDO Audit (WA) Pty Ltd
Level 9
Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
Mr Peter Buck
Non-Executive Director
Securities Exchange Listing
Antipa Minerals Limited shares
are listed on the Australian Securities Exchange
Mr Gary Johnson
Non-Executive Director
Shares: AZY
Website
www.antipaminerals.com.au
Chief Financial Officer/Company
Secretary
Mr Luke Watson
Registered and Principal Office
Level 2
16 Ord Street
West Perth WA 6005
Tel: +61 8 9481 1103
Email: admin@antipaminerals.com.au
Share Register
Computershare Investor Services Pty Ltd
Level 17
221 St Georges Terrace
Perth WA 6000
Telephone: +61 1300 787 272
Facsimile: +61 8 9323 2033
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Directors’ Report
30 June 2023
ANNUAL REPORT
The Directors of Antipa Minerals Limited (Directors) present their report on the Consolidated
Entity consisting of Antipa Minerals Limited (Company or Antipa) and the entities it controlled at
the end of, or during, the year ended 30 June 2023 (Consolidated Entity or Group).
DIRECTORS
The following persons were directors of Antipa during the financial year or up to the date of this
report:
Mr Stephen Power
Non-Executive Chairman
Mr Roger Mason
Managing Director
Mr Mark Rodda
Executive Director
Mr Peter Buck
Non-Executive Director
Mr Gary Johnson
Non-Executive Director
CURRENT DIRECTORS
Mr Stephen Power – Non-Executive Chairman
Qualifications – LLB
Stephen Power was previously a commercial lawyer with over 35 years’ experience advising
participants in the energy and resources industry in Australia and overseas including England,
Canada, Ghana, Tanzania, Brazil and Peru. Stephen has extensive experience and understanding
of the commercial aspects of resource companies, including farm-in negotiations, joint ventures
and mergers and acquisitions. Stephen was formerly a non-executive director of Melbourne based
Karoon Energy Limited and has interests in a number of businesses in the resources and other
industries. Stephen's wide-ranging commercial and
legal experience provides valuable
commercial expertise to the Company.
Special responsibilities
Chair of the Environment, Social and Governance (ESG) Committee
Member of Audit and Risk Committee
Member of Nomination and Remuneration Committee
Other Current Directorships of listed public companies
None
Former Directorships of listed public companies in the last three years
None
Mr Roger Mason – Managing Director
Qualifications – BSc (Hons), MAusIMM
Roger Mason is a geologist with over 36 years’ resources industry experience involving exploration,
project, mining and business development roles covering a range of commodities including nickel,
base metals and gold to the level of executive management and company director. Roger
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30 June 2023
ANNUAL REPORT
graduated from the University of Tasmania in 1986 with an honours degree in science and has
been a Member of the AusIMM since 1990.
Roger commenced his geology career with Western Mining Corporation (WMC) in 1987 before
joining Forrestania Gold in 1997, which was subsequently acquired by LionOre International. In
2006 Roger achieved the role of General Manager Geology for LionOre Australia and then Norilsk
Nickel Australia following its takeover of LionOre. During 2009 and 2010 Roger consulted to Integra
Mining on the Randalls Gold Project Feasibility Study and new business opportunities. Roger has
been the Managing Director and CEO of Antipa Minerals Ltd since the company was listed on the
ASX in April 2011, achievements include the discovery of multiple mineral deposits including the
2.1 million ounce Calibre gold-copper-silver deposit, and defining total combined resources of
approximately 4.3 million ounces of gold, 226,000 tonnes of copper and 2.4 million ounces of
silver, including the 1.8 million ounce Minyari Dome gold-copper-silver-cobalt deposits.
Other Current Directorships of listed public companies
None
Former Directorships of listed public companies in the last three years
None
Mr Mark Rodda – Executive Director (Commercial and Legal)
Qualifications – BA, LLB
Mark Rodda is a lawyer and corporate consultant with approximately 30 years’ private law practice,
in-house legal, company secretarial and corporate experience. Mark has considerable practical
experience in the management of local and international mergers and acquisitions, divestments,
exploration and project joint ventures, strategic alliances, corporate and project financing
transactions and corporate restructuring initiatives. Mark is a non-executive director of Lepidico
Limited and prior Chairman of Coalspur Mines Ltd, both ASX listed public companies. Prior to its
takeover by Norilsk Nickel for US$6+ billion, Mark held the position of General Counsel and
Corporate Secretary for LionOre Mining International Ltd, a company with operations in Australia
and Africa and listings on the TSX, LSE and ASX.
Other current directorships of listed public companies
Lepidico Ltd – Non-Executive Director (appointed 22 August 2016)
Former Directorships of listed public companies in the last three years
None
Mr Peter Buck – Non-Executive Director
Qualifications – MSc, MAusIMM, Fellow AIG
Peter Buck is a geologist with more than 46 years of international mineral exploration and
production experience, principally in nickel, base metals and gold. During his career he has been
associated with the discovery and development of a number of mineral deposits in Australia and
Brazil.
Peter worked with WMC for 23 years in a variety of senior exploration and production roles both
in Australia and Brazil before joining Forrestania Gold NL as Exploration Manager in 1994.
Forrestania Gold was subsequently acquired by LionOre International Ltd with whom he became
the Director of Exploration and Geology until mid-2006. Peter managed the highly successful
exploration team that delineated the Maggie Hays nickel deposit and discovered the Emily Ann,
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ANNUAL REPORT
Waterloo and Amorac nickel deposits and the two-million ounce Thunderbox gold deposit in
Western Australia. All of these were subsequently developed into mines. Peter played a key senior
management role in progressing these deposits through feasibility studies to production. Peter
also played key senior advisory roles in indigenous relations in Australia and in LionOre
International’s African operations and new business development. During this period Peter was
also a Non-Executive director with Gallery Resources Limited and Breakaway Resources Limited
(Breakaway).
In 2006, Peter played a key role in managing a divestment of a large portion of LionOre Australia’s
nickel exploration portfolio into Breakaway. Following this transaction, Peter became the
Managing Director of Breakaway and led the team that discovered extensions to a series of nickel
and base deposits in WA and Queensland. In 2009, Peter left Breakaway to pursue other
professional and personal interests.
From 2010 until early 2013 Peter chaired the Canadian company, PMI Gold (PMI), and played a key
role in co-listing the company on the ASX. The role entailed a revamping of the strategy of the
company to fast-track the advancement of the company’s Ghanaian gold assets and in particular
the preparation of the multi-million ounce Obotan gold deposit. Also, the role entailed overseeing
PMI’s transition to a merger of the company with a Canadian explorer, Keegan Resources, to form
Asanko Gold (subsequently rebranded, Galiano Gold Inc.). From October 2014 to November 2022,
Peter served as a Non-Executive director of ASX listed, IGO Limited.
Peter was on the council of The Association of Mining and Exploration Companies (AMEC) for 12
years and served as its Vice President for several years. After resigning from AMEC, Peter was
awarded life membership. Also, for a number of years, Peter served on the Council for the Centre
for Exploration Targeting established at the University of Western Australia and Curtin University.
Special responsibilities
Chair of the Audit and Risk
Member of the ESG Committee
Member of the Nomination and Remuneration Committee
Other Current Directorships of listed public companies
Former Directorships of listed public companies in the last three years
IGO Limited
Mr Gary Johnson – Non-Executive Director
Qualifications – MAusIMM, MTMS, MAICD
Gary Johnson has over 42 years’ experience in the mining industry as a metallurgist, manager,
owner, director and managing director possessing broad technical and practical experience of the
workings and strategies required by successful mining companies.
Prior to 2011 Gary was Managing Director of Norilsk Nickel Australia, reporting to the Deputy
Director of International Assets at MMC Norilsk Nickel, the world’s largest nickel producer.
Gary now operates his own consulting business, Strategic Metallurgy Pty Ltd, specialising in high-
level metallurgical and strategic consulting. He is Chairman of Lepidico Limited, an ASX listed public
company developing new technology for the lithium battery industry.
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For many years Gary was a director of Tati Nickel Mining Company (Pty) Ltd, in Botswana. During
his long association with Tati, it grew to be a low-cost nickel producer and the largest nickel mine
in Africa.
Special responsibilities
Chair of the Nomination and Remuneration Committee
Member of Audit and Risk Committee
Member of ESG Committee
Other Current Directorships of listed public companies
Lepidico Limited (appointed 9 June 2016) – Non-Executive Chairman
Former Directorships of listed public companies in the last three years
None
OTHER KEY MANAGEMENT PERSONNEL
Mr Luke Watson – Chief Financial Officer (CFO) and Company Secretary
Qualifications – B.Bus, CA, CS, F Fin
Mr Watson is a Chartered Accountant and experienced CFO who commenced his career at a large
international accounting firm. Since 2005, Luke has held senior corporate and finance positions
with several ASX and TSX listed exploration and development companies operating in the
resources industry, including Mantra Resources Limited (Mantra), OreCorp Limited and
OmegaCorp Limited. He was the CFO and Company Secretary of Mantra from its $6 million IPO in
October 2006 until its acquisition by ARMZ (JSC Atomredmetzoloto) for approximately $1 billion in
mid-2011. Luke is also a member of the Governance Institute of Australia (Chartered Secretary)
and the Financial Services Institute of Australasia.
Mr Watson has been the CFO and Company Secretary of Antipa since July 2020.
PRINCIPAL ACTIVITIES
Antipa is a mineral exploration company focussed on the Paterson Province in north-west Western
Australia, home to Newcrest Mining’s world-class Telfer gold-copper-silver mine, Rio Tinto’s 1 Winu
copper-gold-silver development project, Newcrest2-Greatland Gold’s 3 recent Havieron gold-
copper development project and other significant mineral deposits.
DIVIDENDS
No dividends have been declared, provided for, or paid in respect of the financial year ended 30
June 2023 (2022: Nil).
1 All references to ‘Rio Tinto’ in this document are to Rio Tinto Exploration Pty Ltd, a wholly owned subsidiary of Rio Tinto
Limited.
2 All references to ‘Newcrest’ in this document are to Newcrest Operations Ltd, a wholly owned subsidiary of Newcrest
Mining Limited.
3 All references to ‘Greatland’ in this document are to Greatland Gold plc.
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MATERIAL BUSINESS RISKS
The material business risks of the Company include:
•
few properties
Exploration and development risks: An ability to sustain or increase the current level
of progress in the longer term is in part dependent on the success of the Company’s
exploration activities. The exploration for, and potential development of, mineral deposits
involves significant risks that even a combination of careful evaluation, experience and
knowledge may not eliminate. While the discovery of an ore body may result in substantial
rewards,
subsequently have economic
deposits identified, and even fewer are ultimately developed into producing mines. Major
expenses may be required to locate and establish mineral reserves, to establish rights to
mine the ground, to receive all necessary operating permits, to develop metallurgical
processes and to construct mining and processing facilities at a particular site.
The Company seeks to attract and retain high calibre employees and implement suitable
systems and processes, with the aim of ensuring it operates responsibly and in a manner
that seeks to manage these risks.
that are explored
governing
exploration, development, production,
• Government regulation: The Company’s activities are subject to various laws and statutory
royalty
regulations
payments, labour standards and occupational health, mine safety, toxic substances, land
use, water use, communications, dealings with traditional owners and other matters. No
assurance can be given that new laws, rules and regulations will not be enacted or that
existing laws, rules and regulations will not be applied in a manner which could have a
material adverse effect on the Company’s financial position and the results of operational
activities.
taxes,
• Climate Change: The Company acknowledges that climate change effects have the
potential to impact our business. The highest priority climate related risks include reduced
water availability, extreme weather events, changes to
legislation and regulation,
reputational risk, and technological and market changes. The Company is committed to
understanding and proactively managing the impact of climate related risks to our
business. This includes integrating climate related risks, as well as energy considerations,
into our strategic planning and decision making.
•
Environmental: The Company has environmental liabilities associated with its tenement
holdings which arise as a consequence of exploration activities. The Company monitors its
ongoing environmental obligations and risks, and implements rehabilitation and
corrective
its
actions
environmental management systems.
appropriate,
compliance
through
with
as
• Native Title, Cultural Heritage and Tenement Access: The Company is subject to the Native
Title Act 1993 (Cth), must comply with Aboriginal heritage legislation requirements and
access agreements which the Company has entered into with Traditional Owners. Heritage
survey work must be undertaken ahead of the commencement of exploration and any
future development activities. Aboriginal sacred sites and areas of cultural heritage
significance have been found within tenements held by the Company and these can
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ANNUAL REPORT
preclude exploration activities and the Company may also experience delays with respect
to obtaining permission from the Traditional Owners to explore and extract minerals. The
Company acknowledges Traditional Owners as key stakeholders, seeks to maintain an
excellent working relationship with them and has implemented appropriate procedures
and processes aimed at mitigating the risk of damage to Aboriginal sacred sites and areas
of cultural heritage significance
• People risks: The Company seeks to ensure that it provides a safe workplace to minimise
risk of harm to its employees and contractors. It achieves this through an appropriate
safety culture, safety systems, training and emergency preparedness.
•
in
Fluctuations in commodity prices and exchange rates: The Company is exposed to
fluctuations
the gold, copper, silver and cobalt prices which can potentially
impact on future revenue streams from operations. To mitigate future potential downside
in commodity and exchange rates, the Company will (at the appropriate time) consider
various hedging techniques.
• Other risks: risks applicable to a company of the same size and scale as the Company that
is operating in the mineral resources industry, including risks relating to the access of
future funding, the acquisition of new projects and joint venture opportunities.
Furthermore, project development risks in relation to financial, technical and other issues
also require consideration.
These risk areas are provided to assist investors to better understand the nature of the risks faced
by the Company and the industry in which the Company operates. They are not intended to be an
exhaustive list.
REVIEW OF OPERATIONS
For the financial year ending 30 June 2023 the Group recorded a net loss of $3,254,967 (year ended
30 June 2022: $5,856,191 loss) and a net cash outflow from operations of $2,595,547 (year ending
30 June 2022: $1,708,340).
Project Summary and Location Overview
Antipa is a leading ASX listed (ASX: AZY) mineral exploration company with a strong track record
of success in discovering world-class gold-copper deposits in the highly prospective Paterson
Provence of Western Australia.
The Company’s tenement holding covers over 5,100 km2 in a region that is home to Newcrest’s
world-class Telfer mine and some of the world’s more recent large copper-gold discoveries
including Rio Tinto’s Winu and Newcrest-Greatland Gold’s Havieron.
Exploration success has led to the discovery of several major mineral deposits on Antipa’s ground,
including the wholly owned, flagship Minyari Dome Project. Minyari Dome currently hosts a
1.8Moz gold resource (at 1.6 g/t) which was the subject of a Scoping Study (August 2022)
confirming the potential for a sizeable initial development opportunity with further substantial
upside.
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Minyari Dome is complemented by three growth projects which have attracted major listed miners
to agree multi-million-dollar farm-in and joint venture (JV) arrangements:
•
•
•
Citadel Project (33% Antipa): Rio Tinto JV
Wilki Project (100% Antipa): Newcrest farming-in
Paterson Project (100% Antipa): IGO 4 farming-in
Figure 1: Project Location Map, Antipa Projects in the Paterson Province, Western Australia
The Paterson Province of Western Australia hosts several world-class gold, copper, silver, uranium,
and tungsten deposits, including:
• Newcrest’s Telfer gold-copper-silver mine, one of Australia’s largest gold producers;
• Rio Tinto’s Winu copper-gold-silver development project;
• Newcrest and Geatland Joint Venture’s Havieron gold-copper development project;
• Cyprium Metals’ Nifty copper (with cobalt) mine;
• Rio Tinto and Antipa Joint Venture’s Calibre gold-copper-silver deposit;
• Antipa’s Minyari Dome gold-copper-silver-cobalt deposits;
• Newcrest’s O’Callaghans deposit, one of the world’s largest tungsten deposits; and
• Cameco’s Kintyre uranium deposit.
4 All references to ‘IGO’ in this document are to IGO Newsearch Pty Ltd, a wholly owned subsidiary of IGO Limited.
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The Company’s projects are interpreted to host equivalent Proterozoic geological formations to
that which hosts the Telfer, Winu and Havieron gold-copper deposits, the Nifty copper deposit and
O’Callaghans tungsten and base metal deposit. Regionally, past exploration has interpreted
geological structures and granite intrusions considered to be essential ingredients of the genetic
models for the Telfer, Nifty and O’Callaghans deposits.
The Company’s exploration strategy is to strive to deliver greenfields discoveries, increase
brownfield gold-copper Mineral Resources and deliver project development opportunities.
Minyari Dome Project (Antipa 100% Owned)
Antipa’s 100% owned and operated Minyari Dome Project covers an area of 877km2 of granted
tenements. It is located approximately 35km north of Newcrest’s giant Telfer gold-copper
silver
mine and 22 Mtpa processing facility, 75km southeast of Rio Tinto’s Winu copper-gold-silver
development project and 25km north of Newcrest/Greatland’s Havieron gold-copper development
project.
‐
copper-silver-cobalt deposits and the May 2022
Minyari Dome hosts the Minyari and WACA gold
combined Mineral Resource Estimate (MRE) of 1.8 million ounces of gold, 64,300 tonnes of copper,
‐
584,000 ounces of silver and 11,100 tonnes of cobalt at 1.6 g/t gold and 0.19% copper. This, in
conjunction with several small satellite deposits, prospects and targets, offers substantial
prospectivity and future development opportunities.
Figure 2: Project Location map showing Antipa’s Minyari Dome (100%) Project and 35km proximity to
Newcrest Mining Ltd’s Telfer Gold-Copper-Silver mine and 22 Mtpa processing facility. NB: Regional
GDA2020 / MGA Zone 51 co-ordinates, 20km grid.
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In 2022, one of Antipa’s strategic objectives was to facilitate an increase in the Minyari Dome
Project MRE via a two-phase exploration programme, designed to test a range of gold-copper-
cobalt resource extension targets, prospects, and greenfield targets.
Based on the analysis of the H2 CY2022 Phase 2 greenfield drilling at Minyari Dome, Antipa is of
the view that the targets immediately north of Minyari and the GEO-01 soil/air core target south
of Minyari, combined with other high-priority regional targets worked up to drill-ready status,
warrant a more aggressive exploration focus this calendar year than previously envisaged.
In May 2023, Antipa announced the commencement of the Minyari Dome Project CY2023
exploration programme. The Company previously released programme details, which
encompassed the following principal growth-orientated activities:
• Drilling of 12,000m to 15,000m, including up to 9,000m of RC, 5,000m of air core and 1,000m
of diamond core drilling, designed to:
− Aim to deliver a maiden Minyari North gold-copper resource;
− Test the revised Minyari Plunge gold-copper target position;
− Test the large-scale, 2022 air core defined, GEO-01 gold-copper prospect;
− Provide preliminary testing of several other targets including Chicane; and
− Test high-priority greenfield target areas.
• Soil geochemical sampling to identify new greenfield gold-copper targets.
• Limited ongoing Minyari Dome PFS workstreams, mainly confined to desktop elements.
August 2022 - Minyari-WACA Scoping Study
In August 2022, the Company announced the key outcomes of the Scoping Study completed on
the Minyari Dome Project. The Scoping Study confirmed a robust potential stand-alone gold
mining and processing operation at Minyari Dome. It presented the preliminary evaluation of such
a development at Minyari Dome based on the May 2022 MRE. Key highlights of the Study included:
•
Initial combined open pit and underground mine schedule of 21.4 Mt at 1.6 g/t gold (1.1
Moz).
• 7+ years initial processing life at nameplate 3 Mtpa throughput.
• Simple, non-refractory metallurgy allows standard CIL process plant with 90% gold
recovery.
• Total initial gold output of 975 koz, with an average of 170 koz p.a. for the first five years.
•
Forecast average AISC of A$1,475/oz (US$1,062/oz).
• Total pre-production capital cost of A$275M (includes pre-production ore and waste
mining of A$68M).
• Pre-tax NPV7 of A$392M and 34% IRR (at US$1,750/oz gold and 0.72 A$/US$).
• Post-tax NPV7 of A$278M and 29% IRR (at US$1,750/oz gold and 0.72 A$/US$).
• Post-tax payback of approximately 2.5 years from first production.
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•
Latent potential to boost project economics with resource upside and by-product
opportunities.
The Scoping Study provided justification that the Minyari Dome Project represents a potential
commercially viable stand-alone gold mining and processing operation and accordingly the Board
of Antipa approved progression of the Project to the PFS.
While a stand-alone development of the Project is Antipa’s preferred base case, the Company will
assess all potential third-party pathways that might offer greater risk-weighted value for Antipa
shareholders.
The Project economics are significantly leveraged to future resource growth, therefore exploration
activities within the Project aim to deliver both greenfield discoveries and increase brownfield
gold-silver-copper-cobalt resources, whilst continuing to advance various studies to de-risk the
project.
For further details of the Scoping Study results, please refer to the Company’s Media Release dated
31 August 2022.
CY2022 Exploration Programme - Significant results returned from Minyari Dome
On 2 March 2023, Antipa announced the assay results from the second phase resource definition
DD programme. The drilling programme consisted of nine holes over 4,365m and was undertaken
to facilitate a targeted Mineral Resource classification upgrade to areas of the existing Minyari
deposit from an Inferred to Indicated category.
Assay results returned have delivered strong confirmation of existing geological modelling of the
Minyari deposit. Significant intersections returned include:
• 22.0m at 5.2 g/t gold, 0.82% copper and 1.4 g/t silver from 420.0m down hole in
22MYD0524
• 10.0m at 3.3 g/t gold and 0.64% copper from 300.0m down hole in 22MYD0524
• 43.0m at 1.0 g/t gold and 0.11% copper from 183.0m down hole in 22MYD0524
• 59.0m at 2.3 g/t gold, 0.52% copper and 1.5 g/t silver from 217.0m down hole in
22MYD0526
• 37.0m at 1.8 g/t gold and 0.14% copper from 451.0m down hole in 22MYD0526
• 5.5m at 9.0 g/t gold, 0.68% copper and 1.8 g/t silver from 320.2m down hole in 22MYD0528
• 53.0m at 0.8 g/t gold and 0.12% copper from 171.0m down hole in 22MYD0528
• 10.0m at 3.2 g/t gold, 0.36% copper and 1.4 g/t silver from 505.0m down hole in
22MYD0519
• 23.0m at 1.4 g/t gold and 0.19% copper from 582.0m down hole in 22MYD0519
• 15.3m at 1.8 g/t gold, 0.21% copper and 0.12% cobalt from 138.7m down hole in
22MYD0530
Combined results from first and second phase CY2022 resource growth and exploration drilling
support the opportunity for further significant resource growth from several prospects located
less than 400m from the Minyari and WACA deposits. High priority opportunities identified include
the Minyari North, GEO-01, Chicane and GP01 targets, and the revised Minyari Plunge target.
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CY2023 Exploration Programme - Phase 1 RC Drill Results from the GEO-01 Prospect
Subsequent to year-end, the Company announced a new gold discovery at the GEO-01 target
within the Minyari Dome Gold-Copper Project.
The GEO-01 prospect is located approximately 1.3km south of the Minyari deposit. The first-pass,
Phase 1 drilling programme consisted of 19 RC holes for a total of 3,098m, completed on a very
broad 100m by 100m grid across the 700m by 400m GEO-01 gold-copper air core anomaly.
This first-pass RC drilling intersected significant shallow high-grade gold mineralisation with some
drill holes ending in mineralisation, including:
• 24m at 1.3 g/t gold from 16m down hole in 23MYC0383
• 68m at 1.4 g/t gold from 68m down hole to within 2m of end-of-hole (EoH) in 23MYC0383
• 48m at 1.3 g/t gold and 0.05% copper from 132m down hole to EoH in 23MYC0384
• 2m at 1.8 g/t gold from 92m down hole in 23MYC0388
• 4m at 1.1 g/t gold and 0.13% copper from 116m down hole in 23MYC0390
• 20m at 0.51 g/t gold from 10m down hole in previously reported 2022 air core drill hole
22MYA0105
The GEO-01 gold ± copper mineralisation is hosted by meta-sediments and meta-dolerite
displaying intense hydrothermal alteration and variable quartz ± calcite ± sulphide veining ±
brecciation, which commences from near surface, beneath just 3m to 16m of sand ± laterite cover.
The main zone of mineralisation is interpreted to be between 100m to 150m thick and remains
open in most directions, representing the potential for a significant, open pit amenable, maiden
resource opportunity.
This first-pass RC drilling also intersected numerous 10m to 50m intervals grading between 0.1 to
0.3 g/t gold based on 4m (“speared”) composite samples. These thick intervals have the potential
to host narrower zones of higher-grade mineralisation, which is being assessed via the collection
and assaying of 1m re-split samples.
Planning of follow-up Phase 2 drilling to extend the thick high-grade GEO-01 gold mineralisation
is well advanced, with infill and extensional RC ± diamond core drilling currently scheduled to
commence during the second-half of September.
The remainder of the Phase 1 drill results were reported on 15 August 2023. A total of 15 RC drill
holes for 2,800m completed at Minyari North returned several ore grade intersections plus a
number of thick (10 to 100m) zones of low-grade copper mineralisation with associated weak gold
mineralisation. Geological interpretations at Minyari North are ongoing, prioritising definition of
the continuity of the high-grade gold mineralisation in preparation for a potential maiden resource
estimate. Phase 1 Minyari North intersections included:
• 4m at 2.0 g/t gold from 112m down hole in 23MYC0395
• 66m at 0.5 g/t gold from 132m down hole in 23MYC0398
• 4m at 1.8 g/t gold from 172m down hole in 23MYC0409
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CY2023 Exploration Programme - Tetris and Pacman Exploration Activities
Preparation for drill testing the Tetris target (T1) is well advanced, with diamond core drilling
currently scheduled for October (Figure 1). Tetris is a close lookalike of the 5.5 million ounce
Havieron deposit (LSE: GGP), showing a similar bulls-eye shaped, sized and amplitude magnetic
anomaly. The WA Government awarded Antipa a grant of A$220,000 to co-fund the upcoming
drilling programme providing strong validation of the high-potential exploration opportunity
presented at Tetris.
Drill testing at Pacman will also be supported by the WA Government, with a second co-funding
grant of A$220,000 awarded to test the multiple Havieron and Nifty analogue targets (PM1, PM2
and PM3). All three Pacman targets are along strike from Havieron, with PM1 and PM3 displaying
Havieron style magnetic high ± partially co-incident gravity high geophysical signatures, and PM2
displaying a gravity high ± partially co-incident magnetic high geophysical signature considered
similar the two million tonne copper Nifty deposit.
In preparation for diamond drill testing, currently scheduled to commence during the second half
of October, Antipa recently completed an airborne gravity gradiometer (AGG) geophysical survey
and is planning to complete a detailed aeromagnetic survey in September.
Paterson Project (100% Antipa, IGO Farm-in up to 70%)
The Paterson Project is a A$30 million exploration farm-in agreement with IGO over 1,550km2 of
Antipa’s 100%-owned granted tenements in the Paterson Province of Western Australia. Under the
terms of the earn-in agreement, IGO is entitled to earn up to a 70% joint venture interest in the
Project. In December 2021, IGO met its initial (minimum) commitment of A$4M in exploration
expenditure on the Paterson Farm-in Project and elected to assume management of the project
effective March 2022. The next stage of the Paterson Farm-in Project requires IGO to spend an
additional A$26M in exploration expenditure to earn a 70% joint venture interest. Upon joint
venture formation, IGO shall free-carry Antipa to the completion of a Feasibility Study.
The Paterson Project comes to within 22km of Newcrest’s Telfer gold-copper mine and 22 Mtpa
mineral processing facility, 8km of Rio Tinto’s Winu copper-gold-silver development project and
surrounds the Company’s Minyari Dome Project on all four sides.
CY2022 exploration was fully funded by IGO and included soil geochemical sampling and a 51 hole,
3,637m air core drilling programme.
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ANNUAL REPORT
Figure 3: Plan showing Paterson Farm-in Project areas covered by 2021 and 2022 regional/project scale
air core and soil geochemical sampling programmes. NB: Over Airborne magnetic image; TMI-RTP grey-
scale NESUN and Regional GDA2020 / MGA Zone 51 co-ordinates, 20km grid.
CY2022 Exploration Programme - Detail and Outcomes
The Paterson Farm-in CY2022 activities formed part of an ongoing regional exploration
programme with an emphasis on greenfield discovery of Nifty, Winu, Telfer and Havieron analogue
targets. The CY2022 exploration programme results provided significant encouragement with
numerous high priority exploration targets to be direct RC or diamond core drill tested in CY2023.
Air Core drilling programme
Regional scale, broad spaced, vertical air core drilling (400m spaced air core holes on 1.5km spaced
drill lines) with 51 holes for 3,637m.
AL01 zone
• Structurally complex zone of tightly folded (“dome and basin”) and faulted metasediments
adjacent to the north-west trending Anketell-Samphire fault (proximal to Winu, Minyari and
Havieron) and with multiple cross-cutting first and second order structures. The cover at
AL01 is shallow, typically 30 to 40m.
• Air core drilling 12km to 20km north of Minyari intersected significant gold (> 30 ppb),
copper, cobalt zinc, lead ± bismuth, molybdenum and other pathfinder element anomalism
and mineralisation along 8km of a northwest trending corridor.
• The best air core drill intersection within the newly defined mineralised AL01 trend was:
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30 June 2023
ANNUAL REPORT
− 16m at 0.15 g/t gold from 44m down hole in 22PTAC0225, including;
− 4m at 0.38 g/t gold from 48m downhole
• Air core hole 22PTAC0225 drilled proximal to an isolated 400m x 200m magnetic high
anomaly with a second magnetic anomaly of similar form located 1.8km to the west-
northwest.
• Given the broad spacing and vertical nature of the air core holes the AL01 results are
considered extremely encouraging and a high priority for follow up drilling during CY2023.
Surface geochemical sampling programme
Consisted of 2,113 soil samples and 326 rock-chip samples to infill the 2021 soil sample grids.
Multiple soil anomalies refined (Figure 6) with several targets considered a priority for drill testing
in H2 CY2023.
AL02 zone
The combined AL02 anomaly footprint covers a total area of 10km by 13km along a northwest
trending structural corridor adjacent to the northern boundary of Antipa’s 100%-owned Minyari
Dome Project. Infill surface geochemical sampling confirmed the strong Cu-Au-Ni-As-Co-Zn-Pb soil
anomaly as a target for follow up drill testing.
AL04 zone
Anomaly footprint located 30km north-northwest of Minyari covering total area of 9km by 4km.
AL04 returned the best rock-chip sample result of 47 ppb gold, 2.8 ppm silver, 350 ppm bismuth
and 65 ppm molybdenum. Infill surface geochemical sampling further refined the existing Cu-Au-
Ni-Ag-Co-As-Zn-Pb anomaly confirming the zone as a target for future drill testing.
AL03 zone
Located 20km north of Minyari, the infill surface geochemical sampling refined but reduced the
size of the copper-cobalt-nickel-zinc-(gold) anomaly, eliminating the need for further testing.
Project-scale high-resolution Airborne Gravity Gradiometry survey
A project-scale high-resolution AGG survey completed during H2 CY2022 assisted drill targeting
and regional 3D geological modelling, with results and priority targets, reported 18 October 2022.
Grey prospect area Induced Polarisation survey
Gradient Array Induced Polarisation (GAIP) and Pole Dipole Induced Polarisation (PDIP) ground
geophysical surveys did not identify any significant Induced Polarisation (IP) chargeability
anomalies. The IP survey data is under review, and the application of ground electromagnetics
(EM) at Grey is considered relevant.
Project scale groundwater hydrochemistry sampling programme
Hydrochemistry sampling of 2021 air core drill holes was completed during the FY2023 with assay
results expected Q3 CY2023.
Geological modelling
Integration of all geological, geophysical, geochemical and structural data into the development of
a 3D geological model is ongoing.
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30 June 2023
CY2023 Exploration Programme
ANNUAL REPORT
The CY2023 programme is scheduled to commence in August 2023 with direct drill testing of high-
priority gold-copper targets generated by regional style exploration activities undertaken over the
past three-years. The programme will be operated by IGO and is planned to comprise up to
9,000m total drilling including:
• 1,350m diamond core drilling (co-funded by a WA Government EIS A$210,000 drilling grant)
to test two intrusion related Havieron analogue magnetic targets located 15km along strike
from Rio Tinto’s 2.9Mt copper, 7.9Moz gold and 51Moz silver Winu deposit;
• 2,100m RC drilling to test two co-incident magnetic-gravity high Havieron analogue targets
11 to 25km from Minyari;
• 1,500m RC drilling to test several targets 10 to 13km along strike from Winu, including
airborne electromagnetic (AEM) conductivity target “Collie”; and
• 4,000m air core drilling to test high-priority geophysical and geochemical targets located
between 15 to 25km from Minyari.
Target generation activities at the Paterson Farm-in Project are ongoing and include:
•
large-scale hydrochemistry sampling;
• geological mapping;
• possible IP geophysical survey to identify drill targets along a section of the El Paso
Corridor; and
• ongoing project scale interpretation, data modelling and target generation.
Planned FY2024 exploration at the Paterson Farm-in Project is budgeted for A$4.2 million and will
be fully funded by IGO. Activities form part of an ongoing exploration programme with an
emphasis on a greenfield discovery at Nifty, Winu, Telfer and Havieron analogue targets.
Consistent with previous years, the FY2024 exploration programme and budget will be subject to
ongoing review based on results, field conditions, contractor availability and pricing, and other
relevant matters.
Western Australian Government Exploration Drilling Grants
Antipa acknowledges the ongoing support provided by the WA Government through its EIS
programme for the Company’s Paterson Province exploration programmes, which include funding
grants for the Minyari Dome and Paterson Projects.
Citadel JV Project (33% Antipa, Rio Tinto Joint Venture)
The Citadel Joint Venture (JV) Project comes to within 5km of Rio Tinto’s Winu copper-gold-silver
development project and 80km from Newcrest’s world-class Telfer gold-copper-silver mine and 22
Mtpa processing facility in the Paterson Province of Western Australia.
The approximately 1,200km2 Citadel JV Project adjoins the Antipa’s Paterson IGO Farm-in Project
and includes Magnum Dome, an area of approximately 30km2. Situated within the Magnum Dome
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ANNUAL REPORT
are the Calibre and Magnum deposits with combined MRE of 2.4Moz gold at 0.72 g/t, 162kt copper
at 0.15% and 1.8Moz silver at 0.54 g/t.
Under the terms of the earn-in and JV Agreement, Rio Tinto had conditional rights to solely fund
up to A$60 million of exploration expenditure to earn up to a 75% interest in the Citadel Project.
By March 2021, Rio Tinto had funded in excess of A$25 million in exploration expenditure, earning
a 65% interest in the Project.
In April 2021 Antipa elected to co-contribute to future expenditure in accordance with its
remaining 35% joint venture interest. As such, Rio Tinto no longer has a right to earn a 75% interest
in the Citadel Joint Venture.
Antipa elected not to contribute to the CY2022 Exploration Programme expenditure for the Citadel
JV Project, for A$4.6 million total, inclusive of management fees. As a result of Antipa’s election,
the expenditure was fully funded by Rio Tinto and Antipa’s interest in the Citadel Project JV reduced
to 32.6% as at the end of CY2022.
Figure 4: Citadel JV Project Area
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ANNUAL REPORT
CY2022 Exploration Programme - Detail and Outcomes
The Citadel JV Project CY2022 Exploration Programme was operated by Rio Tinto and comprised
drilling, modelling, and metallurgical test work.
RC drilling programme
Approximately 2,300 metres of RC drilling focused on the Rimfire area, together with the Transfer
target undertaken during H2 CY2022.
• Key results for the final Rimfire RC drilling assays results include:
− 4m at 1.83 g/t gold and 0.15% copper from 214m down hole in RFRN0013, including:
− 2m at 3.32 g/t gold and 0.19% copper from 214m downhole.
− 20m at 0.24 g/t gold, 0.12% copper and 1.58 g/t silver from 212m down hole in
RFRN0012.
• The Rimfire intrusion and its associated aureole of magnetic gold-copper-silver mineral
systems is approximately 8km in diameter. A sizable proportion of drill holes across the
eastern half of the magnetic aureole have returned anomalous ore grade gold and/or
copper intersections. This confirms the extremely high prospectivity of Rimfire and its
potential to deliver a major discovery should a suitable mineralisation trap site or sites be
located. Almost the entire western half of the magnetic aureole, totalling approximately
10km in length, remains undrilled.
•
Further Rimfire drilling envisaged for H2 CY2023.
• RC drilling at the Transfer conceptual target, located approximately 3km east of Rimfire, did
not return any significant intersections.
Geophysical programme
Comprised a GAIP survey which commenced in Q2 CY2022 and completed in Q3 CY2022. No
significant new IP chargeability anomalies were identified.
Geological modelling
Processing and interpretation of IP and drilling data, together with Calibre deposit, Magnum Dome
and preliminary Rimfire modelling, to identify further priority target areas is ongoing.
Calibre modelling
2021 Calibre deposit geology and mineralisation models in the process of refinement, targeting a
potential update to the existing Mineral Resource estimate.
Metallurgical test-work
Calibre metallurgical test-work concluded with results expected Q3 CY2023.
Development studies
Preliminary assessment of key potential Calibre deposit development parameters is ongoing.
Change of Operatorship and CY2023 Exploration Programme
In May 2023, the planned activity schedule for the Citadel Project CY2023 exploration programme
was finalised, comprising of between 1,000 to 1,400m of RC drilling which is set to evaluate:
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30 June 2023
ANNUAL REPORT
•
•
the Rimfire Southwest target: An interpreted synformal fold hinge of north-south oriented
folded metasediment and amphibolite in the Rimfire area; and
two Junction targets: Discrete magnetic high anomalies on a major NNW-trending
structure on the margins of a large granite and along strike from known gold-copper
mineralisation discovered by Antipa at Reaper-Poblano-Serrano (which are now part of the
Paterson IGO Farm-in Project).
Final processing and interpretation of CY2022 geophysical and drilling data will be undertaken to
identify further priority target areas. Drilling is scheduled to commence during Q3 CY2023.
The total budgeted spend for CY2023 is A$2.1 million, inclusive of JV management fees. Consistent
with previous years, the programme and budget will be subject to ongoing review based on
results, field conditions, contractor availability and pricing and other relevant matters.
As with the CY2022 joint venture expenditure, Antipa has elected to utilise the dilute-down
provision for CY2023. Assuming the CY2023 budgeted amount is spent, the Company’s joint
venture interest will dilute from 32.6% to approximately 31.6%.
Wilki Project (100% Antipa, Newcrest Farm-in up to 75%)
The Wilki Project is a A$60 million farm-in agreement and associated exploration joint venture
agreement with Newcrest. The project area comprises approximately 1,470km2 total landholding
and is located on the southern portion of Antipa’s 100%-owned tenement ground in the Paterson
Province of Western Australia. Under the terms of the earn-in agreement, Newcrest is entitled to
earn up to 75% in the Project.
The Wilki Project comes to within 3km of Newcrest’s Telfer gold-copper-silver mine and 22 Mtpa
mineral processing facility, 9km of Newcrest’s (70%)/Greatland Gold’s (30%) Havieron 5.5 Moz gold
and 222 kt copper development project and 5km of Newcrest’s O’Callaghans tungsten and base
metal deposit, and includes highly prospective areas around the Telfer Dome (including the
Chicken Ranch and Tim’s Dome resource areas), the domal structure upon which the Telfer gold-
copper-silver open pit and underground mines are situated. Together, Antipa estimates the
Chicken Ranch and Tim’s Dome gold deposits contain a MRE of 103.5koz gold at 1.3 g/t.
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ANNUAL REPORT
Figure 5: Wilki Farm-in Project Area
Agreement signed for ownership and control of Wilki tenement package
In February 2023, Antipa finalised an agreement with Newcrest pertaining to the removal of
several high priority targets from the Wilki Project farm-in. Under the agreement, Antipa will regain
sole rights to and operational control of a 733km2 tenement package containing the Tetris, Pacman
and Pixel targets. Tetris, a highly prospective Havieron analogue target, is located approximately
80km from Telfer and 50km from the Minyari Dome Project.
The Wilki Project now comprises approximately 1,470km2 in total landholding and includes the
previously defined Chicken Ranch and Tim’s Dome gold deposits, together a 104koz Inferred
Mineral Resource Estimate which pre-dates the Wilki farm-in. These are located within 15km of
the Telfer gold-copper-silver mine and 22 Mtpa processing facility.
Newcrest has deployed in excess of A$8.5 million to date on greenfield exploration for Havieron
and Telfer analogue targets with a focus on anomalies proximal to Telfer. Under the terms of the
agreement, Newcrest is entitled to a 1.5% net smelter royalty.
All other terms of the Wilki Farm-in and JV agreements remain unchanged.
CY2023 Exploration Programme
The CY2023 programme currently comprises up to approximately 2,300m of RC drilling and will
be operated by Newcrest. Target generation activities to be undertaken in conjunction with
proposed drilling include:
•
large-scale airborne gravity gradiometer (AGG) geophysical survey;
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30 June 2023
ANNUAL REPORT
•
large-scale soil geochemical sampling programme; and
• ongoing project scale interpretation, data modelling and target generation.
Planned CY2023 exploration at the Wilki Farm-in Project will be fully funded by Newcrest as part
of the existing A$60 million farm-in agreement. Activities form part of an ongoing exploration
programme with an emphasis on a greenfield discovery at Havieron, Winu and Telfer analogue
targets within 10 to 50km of Newcrest’s Telfer gold-copper-silver mine and 22Mtpa processing
facility.
The exploration programme is currently scheduled for completion during H2 CY2023.
Consistent with previous years, the CY2023 exploration programme and budget will be subject to
ongoing review based on results, field conditions, contractor availability and pricing and other
relevant matters.
Notes:
1.
2.
Competent Persons Statement – Exploration Results: The information in this document that relates to
Exploration Results is based on and fairly represents information and supporting documentation compiled
by Mr Roger Mason, a Competent Person who is a Member of The Australasian Institute of Mining and
Metallurgy. Mr Mason is a full-time employee of the Company. Mr Mason is the Managing Director of Antipa
Minerals Limited, is a substantial shareholder of the Company and is an option holder of the Company. Mr
Mason has sufficient experience relevant to the style of mineralisation and type of deposit under
consideration and to the activity being undertaking to qualify as a Competent Person as defined in the 2012
Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.
The Company confirms that the form and context in which the Competent Person’s findings are presented
have not been materially modified from the original market announcements, all of which are available to
view on www.antipaminerals.com.au and www.asx.com.au. Mr Mason, whose details are set out above, was
the Competent Person in respect of the Exploration Results in these original market announcements.
Competent Persons Statement – Mineral Resource Estimations for the Minyari Dome Project
Deposits, Calibre Deposit, Magnum Deposit and Chicken Ranch Area Deposits and Tim’s Dome
Deposit: The information in this document that relates to relates to the estimation and reporting of the
Minyari Dome Project deposits Mineral Resources is extracted from the report entitled “Minyari Dome Project
Gold Resource Increases 250% to 1.8 Moz” created on 2 May 2022 with Competent Persons Ian Glacken, Jane
Levett, Susan Havlin and Victoria Lawns, the Tim’s Dome and Chicken Ranch deposits Mineral Resources is
extracted from the report entitled “Chicken Ranch and Tims Dome Maiden Mineral Resources” created on 13
May 2019 with Competent Person Shaun Searle, the Calibre deposit Mineral Resource information is
extracted from the report entitled “Calibre Gold Resource Increases 62% to 2.1 Million Ounces” created on
17 May 2021 with Competent Person Ian Glacken, and the Magnum deposit Mineral Resource information
is extracted from the report entitled “Calibre and Magnum Deposit Mineral Resource JORC 2012 Updates”
created on 23 February 2015 with Competent Person Patrick Adams, all of which are available to view on
www.antipaminerals.com.au and www.asx.com.au. The Company confirms that it is not aware of any new
information or data that materially affects the information included in the original market announcements
and that all material assumptions and technical parameters underpinning the estimates in the relevant
original market announcements continue to apply and have not materially changed. The Company confirms
that the form and context in which the Competent Person’s findings are presented have not been materially
modified from the original market announcements.
3.
Minyari Dome Project Scoping Study: The information in this document that relates to the Scoping Study
for the Minyari Dome Project is extracted from the report entitled “Strong Minyari Dome Scoping Study
Outcomes” reported on 31 August 2022 which was compiled by Competent Person Roger Mason, which is
available to view on www.antipaminerals.com.au and www.asx.com.au. The Company confirms that it is not
aware of any new information or data that materially affects the information included in the original market
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30 June 2023
ANNUAL REPORT
announcement and that all material assumptions and technical parameters underpinning the study in the
relevant original market announcement continue to apply and have not materially changed. The Company
confirms that the form and context in which the Competent Person’s findings are presented have not been
materially modified from the original market announcement.
4.
Gold Metal Equivalent Information – Magnum, Calibre and Minyari Dome Mineral Resources Gold
Equivalent cut-off grades: Please refer to the Additional ASX Information at the end of this Annual Report
for full details.
COMPANY STRATEGIC AND CORPORATE INITIATIVES
100% Minyari Dome Project
On 31 August 2022, the Company announced the key outcomes of the Scoping Study completed
on the Minyari Dome Gold Project. The Study provided justification that the Minyari Dome Project
is a potential commercially viable stand-alone gold (and silver) mining and processing operation
opportunity and accordingly the Board of Antipa has approved progression of this Project to a PFS.
This is a significant milestone for the Company which has the potential to assist in achieving its
strategic objective of becoming a producer in the short to medium term.
In CY2022, one of Antipa’s strategic objectives was to facilitate an increase in the Minyari Dome
Project Mineral Resource via a two-phase Exploration Programme, designed to test a range of
gold-copper-cobalt resource extension targets, prospects, and greenfield targets. Based on the
recently completed analysis of the H2 CY2022 Phase 2 greenfield drilling at Minyari Dome, Antipa
is of the view that the targets immediately north of Minyari and the GEO-01 soil/air core target
south of Minyari, combined with other high-priority regional targets worked up to drill-ready
status, warrant a more aggressive exploration focus this year than previously envisaged.
Complementary Major Growth Projects
Paterson Farm-in Project
In December 2021, IGO met its initial (minimum) commitment of A$4 million in exploration
expenditure on the Paterson Farm-in Project. The next stage of the Paterson Farm-in Project
requires IGO to spend an additional A$26 million in exploration expenditure to earn a 70% joint
venture interest. IGO assumed management of the Paterson Project, with effect from 15 March
2022.
Citadel JV Project
Antipa elected not to contribute to the CY2022 Exploration Programme expenditure for the Citadel
JV Project, for A$4.6 million in total, inclusive of management fees. As a result of Antipa’s election,
the expenditure was fully funded by Rio Tinto and Antipa’s interest in the Citadel Project JV reduced
to 32.6% as at the end of CY2022.
The total budgeted spend for CY2023 is A$2.1 million, inclusive of JV management fees. Consistent
with previous years, the programme and budget will be subject to ongoing review based on
results, field conditions, contractor availability and pricing and other relevant matters. As with the
CY2022 joint venture expenditure, Antipa has elected to utilise the dilute-down provision for
CY2023. Assuming the CY2023 budgeted amount is spent, the Company’s joint venture interest
will dilute from 32.6% to 31.6%.
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30 June 2023
Wilki Farm-in Project
ANNUAL REPORT
In November 2021, Newcrest met its initial (minimum) commitment of A$6 million in exploration
expenditure on the Wilki Farm-in Project. In the next stage of the Wilki Farm-in Project Newcrest
can spend an additional A$10 million in exploration expenditure to earn a 51% joint venture
interest. Newcrest assumed management of the Wilki Project, with effect from 1 July 2022.
CORPORATE INFORMATION
Capital Structure
As at 30 June 2023, the Company had the following securities on issue:
• 3,597,051,478 ordinary shares; and
• 502,316,224 unlisted options, with a weighted average exercise price of $0.051.
During the year, the following securities were issued, expired or cancelled:
• The Company completed a successful A$9 million institutional share placement and A$1
million placement to Newcrest, through the issue of approximately 370 million fully paid
ordinary shares at A$0.027 per share (Placements).
•
•
Following completion of the A$2 million Share Purchase Plan (SPP) in mid-October 2022,
Antipa issued approximately 83 million fully paid ordinary shares at A$0.027 per share and
226.7 million free attaching unlisted options (Options) pursuant to the Placements and
SPP. The Options were issued on a one for every two new shares issued basis and are
exercisable at A$0.04 with an expiry date one year from the date of issue.
In May 2023, approximately 2.9 million ordinary shares were issued to an advisor. In
addition, pursuant to the Subscription Agreement with Newcrest Mining dated 27 February
2020, a further 1.1 million fully paid ordinary shares were issued to Newcrest at A$0.0205
per share. This allowed Newcrest to maintain its shareholding at 9.9%.
• Pursuant to shareholder approval at the Company's AGM on 11 November 2022, 48 million
incentive options were issued to directors.
• One million ESOP options were issued to a consultant.
• There were eight million ESOP options that lapsed.
• Six million ESOP options were cancelled.
As at the date of this Report, the Company had the following securities on issue:
• 3,981,666,878 ordinary shares; and
• 530,416,224 unlisted options, with a weighted average exercise price of $0.049.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as mentioned in the Review of Operations, no significant changes in the state of affairs
of the Consolidated Entity occurred during the financial year.
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30 June 2023
ANNUAL REPORT
LIKELY DEVELOPMENTS AND EXPECTED RESULTS ON OPERATIONS
Key outcomes of the Company’s activities undertaken during the financial year include:
• Reference is made to the Company’s ASX Release dated 31 August 2022, detailing the
results of the Minyari Dome Project Scoping Study which highlighted a potential +7 year
gold project development opportunity. Following on from this release, the Company
initiated planning for the commencement of a PFS and Resource growth/extension and
infill drill programme. However, given the success of exploration drilling completed during
H2 CY2022, the Company recognised an opportunity to extend the potential gold project
development opportunity to a +10 year life, and in doing so materially boost the project’s
economics. As a consequence, the Minyari Dome PFS was paused, and a growth drilling
strategy was implemented for CY2023, with the Phase 1 CY2023 RC drill programme
delivering significant intersections at both GEO-01 and Minyari North. Phase 2 (and Phase
3) CY2023 follow-up growth drilling programmes are now planned for completion at
various Minyari Dome Project prospects, including GEO-01, and several geophysical and
geochemical (including soil) targets.
•
In addition, post the MRE upgrade for the Minyari Dome Project in May 2022, the combined
attributable JORC Mineral Resources are approximately 2.6 million ounces of gold (plus
copper, silver and cobalt) for 100% of the Minyari deposit (+ WACA and satellite deposits)
and Calibre deposit (33%), both of which may offer potential near-term development
opportunities for Antipa 5, plus the Magnum deposit (33%) and Chicken Ranch and Tim’s
Dome deposits (100%).
• The cumulative potential free-carried exploration spend on the Company’s Projects
located in the Paterson Province of Western Australia is now A$115 million via three farm-
in agreements/joint ventures with major mining companies (noting that the Citadel Project
is now a joint venture). A combined historical partner contribution of +A$56 million in
exploration spend has already occurred.
INFORMATION ON DIRECTORS’ INTERESTS IN SECURITIES OF ANTIPA
As at the date of this report, the interests of the Directors in shares and options of Antipa are:
Number of
fully paid
ordinary
shares
Number of
options
63,496,665
42,555,555
14,686,740
54,000,000
36,041,831
48,555,555
16,190,129
24,555,555
3,776,009
24,000,000
134,191,374
193,666,665
Mr Stephen Power (i)
Mr Roger Mason
Mr Mark Rodda (i)
Mr Peter Buck
Mr Gary Johnson
5 Includes Rio Tinto’s 67% share of the Calibre MRE.
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30 June 2023
ANNUAL REPORT
Notes:
(i)
These figures include:
• 1,500,000 shares which are owned by Napier Capital Pty Ltd which is an entity of which Mr Stephen
Power and Mr Mark Rodda both have an interest in; and
• 6,000,000 options which are owned by Mafiro Pty Ltd, as trustee for the Mafiro Trust, which is an entity
of which Mr Stephen Power and Mr Mark Rodda have an interest in.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company's Directors held during the
year ended 30 June 2023, and the number of meetings attended by each director.
Full Board meetings
Mr Stephen Power (Chair)
Mr Roger Mason
Mr Mark Rodda
Mr Peter Buck
Mr Gary Johnson
Audit and Risk Committee
meetings
Mr Peter Buck (Chair)
Mr Stephen Power
Mr Gary Johnson
Nomination and Remuneration
Committee meetings
Mr Gary Johnson (Chair)
Mr Stephen Power
Mr Peter Buck
ESG Committee meetings
Mr Stephen Power (Chair)
Mr Peter Buck
Mr Gary Johnson
SHARE OPTIONS
No. eligible to attend
8
8
8
8
8
No. attended
7
8
8
8
8
No. eligible to attend
2
2
2
No. attended
2
2
2
No. eligible to attend
1
1
1
No. eligible to attend
3
3
3
No. attended
1
1
1
No. attended
2
3
3
At the date of this report the Company has the following options on issue.
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30 June 2023
ANNUAL REPORT
2023
Number
Exercise
Price
Grant
Expiry
750,000
45,000,000
3,000,000
4,000,000
14,000,000
2,000,000
47,000,000
5,000,000
28,000,000
49,000,000
28,900,000
226,666,224
48,000,000
1,000,000
27,100,000
1,000,000
530,416,224
$0.0210
$0.0190
$0.0228
$0.0700
$0.0670
$0.0810
$0.0750
$0.0730
$0.0740
$0.0950
$0.0650
$0.0400
$0.0360
$0.0350
$0.0195
$0.0265
12 November 2019
11 November 2023
21 November 2019
22 November 2023
13 December 2019
12 December 2023
1 September 2020
14 September 2020
31 July 2024
31 August 2024
23 October 2020
30 September 2024
23 November 2020
20 November 2024
23 April 2021
27 September 2022
31 March 2025
31 August 2025
19 November 2021
18 November 2025
23 May 2022
30 April 2026
14 October 2022
14 October 2023
11 November 2022
10 November 2026
21 November 2022
31 October 2026
3 July 2023
4 August 2023
30 June 2027
31 July 2027
Notes:
(i) As at the date of this report Weighted average exercise price of the options on issue is $0.049 each and if
exercised, would potentially raise ~$26.2 million in total.
In the financial year ended 30 June 2023, a total of nil (30 June 2022: 7,500,000) shares were issued
through the exercise of options.
26
Directors’ Report
30 June 2023
ANNUAL REPORT
REMUNERATION REPORT (AUDITED)
This remuneration report is set out under the following main headings:
A
B
C
D
E
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Additional statutory information
Use of remuneration consultants
This remuneration report outlines the Director and Executive remuneration arrangements of the
Company and Group in accordance with the requirements of the Corporations Act 2001 and its
Regulations. For the purpose of this report, key management personnel (KMP) of the Group are
defined as those persons having authority and responsibility for planning, directing and
controlling the major activities of the Company and Group, directly or indirectly, including any
director (whether executive or otherwise) of the Parent Company, and includes the highest paid
executives of the Company and Group.
The information provided in this remuneration report has been audited as required by section
308(3c) of the Corporations Act 2001.
Details of Key Management Personnel
Directors
Mr Stephen Power: Non-Executive Chairman
Mr Roger Mason: Managing Director
Mr Mark Rodda: Executive Director
Mr Peter Buck: Non-Executive Director
Mr Gary Johnson: Non-Executive Director
Other KMP
Mr Luke Watson: CFO & Company Secretary
No remuneration was paid to Directors of the Group by Group companies other than Antipa
Minerals Limited, accordingly remuneration paid to KMP of the Group is the same as that paid to
KMP of the Company.
A. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF
REMUNERATION
The Company’s objective is to ensure that pay and rewards are competitive and appropriate for
the results delivered. A Nominations and Remuneration Committee has been established which
makes recommendations to the Board which aims to align rewards with achievement of strategic
objectives and the creation of value for shareholders. The remuneration framework applied
provides a mix of fixed and variable remuneration and a blend of base pay and long-term
incentives as appropriate.
27
Directors’ Report
30 June 2023
ANNUAL REPORT
The Nomination and Remuneration Committee considers remuneration of Directors and the
Executive and makes recommendations to the Board. Issues of remuneration are considered
annually or otherwise as required.
Non-Executive Directors
The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to
approval by shareholders at General Meetings and is currently set at $400,000. The Company’s
policy is to remunerate Non-Executive Directors at market rates (for comparable companies) for
time, commitment and responsibilities. Fees for Non-Executive Directors are not linked to the
performance of the Company, however, to align Directors’ interests with shareholders’ interests,
Directors are encouraged to hold shares in the Company and subject to shareholder approval
Non-Executive Directors may receive options.
In addition to Directors’ fees, Non-Executive Directors are entitled to additional remuneration as
compensation for work outside the scope of Non-Executive Directors’ duties (whether performed
in a consulting or part-time employee capacity). Non-Executive Directors’ fees and payments are
reviewed annually by the Board.
No retirement benefits or allowances are paid or payable to Non-Executive Directors of the
Company other than superannuation benefits.
Executives
Executives are offered a competitive level of base pay which comprises the fixed (non-risk)
component of their pay and rewards. Base pay for senior executives is reviewed annually to ensure
market competitiveness. There are no guaranteed base pay increases included in any senior
executives’ contracts.
Executives may be paid a cash bonus at the discretion of the Board based on a recommendation
received from the Nomination and Remuneration Committee.
For the year ended 30 June 2023, Mr Mason received a cash bonus of $33,000 (2022: 30,000) and
Mr Watson received a bonus of $26,000 (2022: $10,000). Mr Mark Rodda received a bonus of
$26,000 (2022: Nil). No other cash bonuses were paid during the year under review.
Long-term performance incentives comprise options granted at the recommendation of the
Nomination and Remuneration Committee in order to align the objectives of executives with
shareholders and the Company (refer section D for further information). The issue of options to
Directors is subject to shareholder approval.
The grant of share options has not been directly linked to previously determined performance
milestones or hurdles.
Persons granted options are not permitted to enter into transactions (whether through the use of
derivatives or otherwise) that limit their exposure to the economic risk in relation to the securities.
The following options were granted to Key Management Personnel during the year ending 30 June
2023.
28
Directors’ Report
30 June 2023
2023
Directors
Mr Stephen Power
Mr Roger Mason
Mr Mark Rodda
Mr Peter Buck
Mr Gary Johnson
Other KMP
Mr Luke Watson
ANNUAL REPORT
Number of options
9,000,000
15,000,000
12,000,000
6,000,000
6,000,000
Nil
48,000,000
2022 Annual General Meeting
At the 2022 Annual General Meeting (AGM) held on 11 November 2022, the Company’s
shareholders did not record a vote of more than 25% against the Remuneration Report and no
questions or comments were raised at the meeting relating to the Remuneration Report.
Company Performance
The table below shows the performance of the Group as measured by the Group’s share price and
EPS over the last five years.
2019
2020
2021
2022
2023
Share price 30 June
$0.014
$0.025
$0.041
$0.032
$0.013
EPS (cents per share)
(0.10)
(0.09)
(0.14)
(0.19)
(0.09)
29
Directors’ Report
30 June 2023
B. DETAILS OF REMUNERATION
Amounts of remuneration
Details of the remuneration of KMP are set out in the following tables.
ANNUAL REPORT
Fixed Remuneration
Variable
Remuneration
Cash salary and
fees
$
Other
$
Non-
monetary
benefits
$
Super-
annuation
$
Accrued
Leave (i)
$
Short Term
Incentive
Bonus (ii)
$
Value of
Options
(iii)
$
Percentage of
Remuneration
relating to
Performance
%
Total
$
120,000
65,000
65,000
250,000
334,525
278,912
262,600
1,126,037
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12,600
6,825
6,825
26,250
-
-
-
-
-
-
-
-
108,000
72,000
72,000
240,600
143,825
143,825
252,000
528,250
27,500
13,913
38,034
3,325
33,000
26,000
180,000
144,000
613,059
466,150
27,462
95,125
12,372
53,731
26,000
-
328,434
85,000
576,000
1,935,893
44.9%
50.1%
50.1%
34.7%
36.5%
7.9%
2023
Non-Executive directors
Mr Stephen Power
Mr Peter Buck
Mr Gary Johnson
Sub-Total non-executive
directors
Executive directors
Mr Roger Mason (iv)
Mr Mark Rodda(iv)
Other KMP
Luke Watson(iv)
Total
Notes:
(i)
(ii)
(iii)
These figures include statutory annual leave and long-service leave entitlements.
Messrs Mason, Rodda and Watson received discretionary bonuses of $36,000 ($30,000 in 2022), $26,000 (Nil in 2022) and $26,000 ($10,000 in 2022) respectively during
the year end 30 June 2023, for the Company’s ongoing exploration success in the Paterson Province.
The value of options granted during the period is recognised as compensation in the year of grant, in accordance with Australian accounting standards, and have not
actually been paid during the year. Details of incentive options granted as remuneration to each KMP of the Group during the financial year are outlined in Note 18.
(iv) Messrs Mason, Rodda and Watson elected to receive a portion of their superannuation entitlements above the statutorily required maximum amount as salary.
30
Directors’ Report
30 June 2023
ANNUAL REPORT
Fixed Remuneration
Variable
Remuneration
Cash salary
and fees
$
Non-
monetary
benefits
Super-
annuation
$
$
Accrued
Leave (i)
$
Other
$
Short
Term
Incentive
Bonus (ii)
$
Value of
Options
(iii)
$
Percentage of
Remuneration
relating to
Performance
%
Total
$
207,332
55,000
55,000
317,332
330,000
227,875
256,250
1,131,457
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,733
5,500
5,500
31,733
-
-
-
-
-
-
-
-
353,498
235,665
235,665
581,563
296,165
296,165
824,828
1,173,893
30,500
15,500
22,162
13,866
30,000
-
589,163
471,330
1,001,825
728,571
25,625
8,810
10,000
337,595
638,280
103,358
44,838
40,000
2,222,916
3,542,569
60.8%
79.6%
79.6%
61.8%
64.7%
52.9%
2022
Non-Executive directors
Mr Stephen Power(iv)
Mr Peter Buck
Mr Gary Johnson
Sub-Total non-executive
directors
Executive directors
Mr Roger Mason
Mr Mark Rodda(v)
Other KMP
Luke Watson
Total
Notes:
(i)
(ii)
(iii)
(iv)
(v)
These figures include statutory annual leave and long-service leave entitlements.
Messrs Mason and Watson received discretionary bonuses of $30,000 and $10,000 respectively during the year end 30 June 2022, for the Company’s ongoing exploration
success in the Paterson Province.
The value of options granted during the period is recognised as compensation in the year of grant, in accordance with Australian accounting standards, and have not
actually been paid during the year. Details of incentive options granted as remuneration to each KMP of the Group during the financial year are outlined in Note 18.
Effective 16 September 2021, Stephen Power ceased as Executive Chairman and was appointed Non-Executive Chairman.
Effective 16 September 2021, Mark Rodda ceased as a Non-Executive Director and was appointed Executive Director – Commercial and Legal.
31
Directors’ Report
30 June 2023
ANNUAL REPORT
During the year to 30 June 2023 no at-risk cash bonuses were paid or options granted to KMP.
(1)
Loans to KMP
There were no loans made to KMP (or their personally related entities) during the current financial
period.
(2)
Other transactions with KMP
Payments to director-related parties:
Napier Capital Pty Ltd (i)
Strategic Metallurgy Pty Ltd(ii)
2023
2022
$
-
$
44,375
31,583
6,325
Notes:
(i)
(ii)
The payments were made to Napier Capital Pty Ltd, a company of which Stephen Power and Mark
Rodda are directors. The payments were for corporate advisory, commercial and administrative
services on an arm’s length basis. At the year-end there were no amounts outstanding.
Payments were made to Strategic Metallurgy Pty Ltd, a company of which Gary Johnson is a director.
The payments were for metallurgical advisory services in relation to the Scoping Study for the Minyari
Dome Project and were provided on an arm’s length basis. At the year-end there were no amounts
outstanding.
C.
SERVICE AGREEMENTS
Remuneration and other terms of agreement for the Company's non-executive directors are
formalised in letters of appointment. The letter summarises the terms of the appointment,
including compensation, relevant to the office of director. Effective 1 July 2022, Non-Executive
directors' fees are set at $65,000 exclusive of superannuation and excluding any additional fees
which may be payable as compensation for special exertions outside the normal scope of non-
executive duties. The Non-Executive Chair’s fees are set at $120,000 exclusive of superannuation
and excluding any additional fees which may be payable as compensation for special exertions
outside the normal scope of non-executive duties. No termination benefits are payable to non-
executive directors under the terms of their letters of appointment.
On 10 March 2011, the Company entered into an Executive Service Agreement with Managing
Director Roger Mason. Under the terms of the contract:
•
•
•
•
Mr Mason receives a minimum remuneration package of $305,000 p.a. base salary plus
superannuation, plus a motor vehicle allowance of $25,000 per annum, effective from 1
January 2021.
The Company may terminate this agreement in writing if the Executive becomes
incapacitated by illness or accident for an accumulated period of two months or a period
aggregating more than three months in any twelve-month period.
The Company may terminate the contract at any time without notice if serious misconduct
has occurred. On termination with cause, the Executive is not entitled to any payment.
Upon the occurrence of certain prescribed events, the Company may be required to pay the
Executive an amount equal to twelve months’ salary.
32
Directors’ Report
30 June 2023
ANNUAL REPORT
•
If Mr Mason terminates the agreement, he must provide the Company with three months’
notice period.
On 15 September 2021, the Company entered into an Executive Service Agreement with Executive
Director Mark Rodda. Under the terms of the contract:
•
•
•
•
•
Mr Rodda receives a minimum remuneration package of up to $265,000 p.a. base salary
plus superannuation, effective from 16 September 2021.
The Company may terminate this agreement in writing if the Executive becomes
incapacitated by illness or accident for an accumulated period of two months or a period
aggregating more than three months in any twelve-month period.
The Company may terminate the contract at any time without notice if serious misconduct
has occurred. On termination with cause, the Executive is not entitled to any payment.
Upon the occurrence of certain prescribed events, the Company may be required to pay the
Executive an amount equal to twelve months’ salary.
If Mr Rodda terminates the agreement, he must provide the Company with three months’
notice period.
On 20 July 2020, the Company entered into an Executive Service Agreement with Chief Financial
Officer and Company Secretary Luke Watson. Under the terms of the contract:
•
•
•
•
•
Mr Watson receives a minimum remuneration package of up to $262,500 p.a. base salary
plus superannuation, effective from 1 January 2022.
The Company may terminate this agreement in writing if the Executive becomes
incapacitated by illness or accident for an accumulated period of two months or a period
aggregating more than three months in any twelve-month period.
The Company may terminate the contract at any time without notice if serious misconduct
has occurred. On termination with cause, the Executive is not entitled to any payment.
Upon the occurrence of certain prescribed events, the Company may be required to pay the
Executive an amount equal to twelve months’ salary.
If Mr Watson terminates the agreement, he must provide the Company with three months’
notice period.
D. ADDITIONAL STATUTORY INFORMATION
Share and option holdings
The numbers of shares and options over ordinary shares in the Company held during the financial
period by KMP, including their personally related parties, are set out below.
33
Directors’ Report
30 June 2023
Share holdings
ANNUAL REPORT
2023
Directors
Mr Stephen Power (i)
Mr Roger Mason
Mr Mark Rodda (i)
Mr Peter Buck
Mr Gary Johnson
Other KMP
Balance at
start of year Purchased (ii) Disposed
Net
other
change
Balance at end
of year
61,385,554
14,686,740
34,220,720
15,079,018
3,776,009
2,111,111
-
1,821,111
1,111,111
-
-
-
-
-
-
-
-
-
-
-
-
-
63,496,665
14,686,740
36,041,831
16,190,129
3,776,009
2,380,952
Mr Luke Watson
2,380,952
-
Notes:
(i)
(ii)
These figures include shares which are owned by Napier Capital Pty Ltd and Mafiro Pty Ltd, companies which
Mr Stephen Power and Mr Mark Rodda are both deemed to have an interest in.
During the year, the following shares were purchased by the Directors and KMP:
• Mr Power purchased:
−
−
1,111,111 shares at $0.027 each on 14 October 2022, as part of the SPP completed on that date;
and
1,000,000 shares on-market at $0.015 each on 19 May 2023.
• Mr Rodda purchased:
−
−
1,111,111 shares at $0.027 each on 14 October 2022, as part of the SPP completed on that date;
and
710,000 shares on-market at $0.014 each on 18 May 2023.
• Mr Buck purchased:
− 1,111,111 shares at $0.027 each on 14 October 2022, as part of the SPP completed on that date.
Option holdings
2023
Directors
Granted
during the
year as
remuneration
(ii)
Issued
during the
year –
October
2022 SPP (iii)
Balance
at start of
year (i)
Expired
Exercised
Balance
at end of
year (i)(iv)
Value of
options
granted
during the
year as
remuneration
$
Mr Stephen Power
33,000,000
9,000,000
555,555
Mr Roger Mason
39,000,000
15,000,000
-
Mr Mark Rodda
36,000,000
12,000,000
555,555
Mr Peter Buck
18,000,000
6,000,000
555,555
Mr Gary Johnson
18,000,000
6,000,000
Other KMP
Mr Luke Watson
18,000,000
-
-
-
34
-
-
-
-
-
-
-
-
-
-
-
-
42,555,555
108,000
54,000,000
180,000
48,555,555
144,000
24,555,555
24,000,000
72,000
72,000
18,000,000
-
Directors’ Report
30 June 2023
ANNUAL REPORT
Notes:
(i)
(ii)
(iii)
Mr Power’s option holdings include 6 million options held by Mafiro Pty Ltd, an entity in which Mr Power and
Mr Rodda are both deemed to have an interest in.
The options granted to the Directors were approved by shareholders at the Company’s Annual General
Meeting on 11 November 2022 and are exercisable at $0.036 each on or before 10 November 2026.
Following the completion of the $2 million Share Placement Plan (SPP) in October 2022, Antipa issued
approximately 226.7 million free attaching options pursuant to the placements and SPP. These options were
issued on a one for every two new shares issued basis and are exercisable at $0.04 with an expiry date one
year from the date of issue. Messrs Power, Rodda and Buck participated in the SPP and consequently
received free attaching options on the same terms as all other participants.
(iv) Options held by all KMP are fully vested and exercisable at 30 June 2023.
Exercise
Price
$
Grant
Date Fair
Value
$
Number
Granted (i)
% Vested
at 30
June
2023
% of
Grant
Vested
%
Grant
Date
Expiry
Date
% of Total
Remuneration
that consists of
Option
Valuations
%
2023
Directors
Stephen Power
11-11-22 10-11-26 $0.036
$0.024
9,000,000
100%
100%
Roger Mason
11-11-22 10-11-26 $0.036
$0.024
15,000,000
100%
100%
Mark Rodda
11-11-22 10-11-26 $0.036
$0.024
12,000,000
100%
100%
Peter Buck
11-11-22 10-11-26 $0.036
$0.024
6,000,000
100%
100%
Gary Johnson
11-11-22 10-11-26 $0.036
$0.024
6,000,000
100%
100%
44.9%
29.4%
30.9%
50.1%
50.1%
Other KMP
Luke Watson
-
-
-
-
-
-
-
-
Notes:
(i)
48,000,000 options issued to Directors pursuant to shareholder approval obtained at the Company’s
Annual General Meeting on 11 November 2022. These options were valued using a Black-Scholes model.
The options had a total fair value of $576,000 and were fully expensed during the period (refer below for
valuation details):
Number of options
Grant date
Grant date share price
Exercise price
Expected volatility
Option life
Dividend yield
Interest rate
Vesting
Director Issue
48,000,000
11-Nov-22
$0.024
$0.036
80%
4 years
0.00%
3.34%
Immediately
35
Directors’ Report
30 June 2023
ANNUAL REPORT
(ii)
(iii)
Each option converts into one ordinary share of Antipa Minerals Limited on exercise.
No amounts are paid or payable by the recipient on receipt of the options. The options are not subject to
vesting conditions and there are no further service or performance criteria that need to be met in relation
to options granted.
Details of the value of options granted, exercised or lapsed for each Key Management Personnel
of the Company or Group during the financial year are as follows:
2023
Directors
Stephen Power
Roger Mason
Mark Rodda
Peter Buck
Gary Johnson
Other KMP
Luke Watson
Total Value of
Options Granted
During the Year (i)
$
Value of Options
Exercised During
the Year
$
Value of Options
Expired During
the Year (ii)
$
108,000
180,000
144,000
72,000
72,000
-
-
-
-
-
-
-
-
-
-
-
-
-
Notes:
(i)
(ii)
The value of options granted during the year is recognised in compensation in the year of grant, in
accordance with Australian Accounting Standards.
No options were forfeited or cancelled during the year.
E. USE OF REMUNERATION CONSULTANTS
In the year ended 30 June 2023, the Group did not use the services of a remuneration consultant.
- End of audited remuneration report -
EVENTS OCCURRING AFTER THE REPORTING PERIOD
Other than as disclosed below, there were no significant events occurring after balance date
requiring disclosure.
(1) On 3 July 2023, the Company issued 27.1 million Employee Incentive Options, at an exercise
price of $0.0195, fully vested, with an expiry date of 30 June 2027. The fair value of each
option is $0.013.
36
Directors’ Report
30 June 2023
ANNUAL REPORT
(2) On 4 August 2023, the Company issued 1 million Employee Incentive Options, at an exercise
price of $0.0265, fully vested, with an expiry date of 31 July 2027. The fair value of each
option is $0.0185.
(3) On 5 September 2023, the Company completed the placement of 384.6 million ordinary
shares at an issue price of A$0.013 per share to raise gross proceeds of $5 million
(Placement). The Company will also undertake a Rights Issue (Rights Issue) of up to $2
million, resulting in a total capital raising of up to $7 million (before costs). Antipa will issue
one free attaching unlisted option (Option) for every two new Shares subscribed for and
issued pursuant to the Placement and Rights Issue. The Options will be exercisable at $0.02
with an expiry date two years from the date of issue.
ENVIRONMENTAL REGULATION
The Consolidated Entity’s environmental obligations are regulated under Australian State and
Federal laws. The Company has a policy of exceeding or at least complying with its environmental
performance obligations.
During the financial period, the Consolidated Entity did not materially breach any particular or
significant Federal, Commonwealth, State or Territory regulation in respect to environmental
management.
INSURANCE AND INDEMNITY OF OFFICERS AND AUDITORS
During the year, the Company has paid an insurance premium in respect of a contract to insure
the Directors of the Company (as named above) and the Company Secretary against liabilities
incurred as such a Director, secretary or executive officer 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. The Company has not otherwise, during or since the financial
year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or
auditor of the Company or of any related body corporate against a liability incurred as such an
officer or auditor.
NON-AUDIT SERVICES
The Group may decide to use its auditor to provide non-audit services where the auditor’s
expertise and experience with the Group is important.
During the year, the following fees were paid or payable for services provided by the auditor of
the Group:
BDO
Audit and review of financial statements
Other non-audit services
Total remuneration for auditors
37
2023
$
2022
$
45,500
1,660
47,160
43,000
850
43,850
Directors’ Report
30 June 2023
ANNUAL REPORT
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration as required under section 307C of the Corporations Act
2001 is included on page 39 of the financial report.
This report is made in accordance with a resolution of the directors made pursuant to section
298(2) of the Corporations Act 2001.
Stephen Power
Non-Executive Chairman
Perth, Western Australia
21 September 2023
38
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF ANTIPA MINERALS
LIMITED
As lead auditor of Antipa Minerals Limited for the year ended 30 June 2023, I declare that, to the best
of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Antipa Minerals Limited and the entities it controlled during the
period.
Jarrad Prue
Director
BDO Audit (WA) Pty Ltd
Perth,
21 September 2023
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
39 Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Antipa Minerals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Antipa Minerals Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial report which describes the events and/or conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s
ability to continue as a going concern and therefore the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this
matter.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
40 Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Recoverability of deferred exploration and evaluation expenditure
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 11 to the financial report,
the carrying value of capitalised exploration and
evaluation expenditure represents a significant
asset of the Group at 30 June 2023.
In accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources (AASB 6), the
recoverability of exploration and evaluation
expenditure requires significant judgment by
management in determining whether there are
any facts or circumstances that exist to suggest
that the carrying amount of this asset may
exceed its recoverable amount. As a result, this is
considered a key audit matter.
Our procedures included, but were not limited
to:
• Obtaining a schedule of the areas of
interest held by the Group and assessing
whether the rights to tenure of those
areas of interest remained current at
balance date;
•
•
•
•
Considering the status of the ongoing
exploration programmes in the
respective areas of interest by holding
discussions with management, and
reviewing the Group’s exploration
budgets, ASX announcements and
directors’ minutes;
Considering whether any such areas of
interest had reached a stage where a
reasonable assessment of economically
recoverable reserves existed;
Considering whether any facts or
circumstances existed to suggest
impairment testing was required; and
Assessing the adequacy of the related
disclosures in Note 4(a) and Note 11 to
the Financial Report.
41
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2023, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
42
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 27 to 36 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of Antipa Minerals Limited, for the year ended 30 June 2023,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Jarrad Prue
Director
Perth,
21 September 2023
43
Consolidated Statement of
Profit or Loss and Other
Comprehensive Income
For the year ended 30 June 2023
Revenue
Total revenue from continuing operations
Administrative expenses
Employee Benefits
Depreciation
Share based payments
Loss before income tax
Income tax expense
Loss after income tax
ANNUAL REPORT
Note
2023
2022
6
7
7
7
8
$
$
224,759
224,759
549,873
549,873
(1,160,631)
(1,628,962)
(103,133)
(587,000)
(889,943)
(1,542,295)
(107,591)
(3,866,235)
(3,254,967)
(5,856,191)
-
-
(3,254,967)
(5,856,191)
Total comprehensive loss for the year attributable to
owners of the Group
(3,254,967)
(5,856,191)
Loss per share attributable to ordinary equity holders
Basic and dilutive loss per share (cents per share)
21
(0.09)
(0.19)
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 2023
Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Non-current Assets
Other receivables
Property, Plant and equipment
Right of use assets
Deferred exploration and evaluation expenditure
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Provisions
Lease liability
Unexpended Joint Venture contributions
Total current liabilities
Non-current liabilities
Lease liability
Total Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
ANNUAL REPORT
Note
2023
2022
9
10
12
11
14a
14b
13
15
13
$
$
5,802,470
291,629
7,874,680
537,288
6,094,099
8,411,968
159,044
145,705
315,573
64,474,926
140,149
171,932
389,826
54,802,740
65,095,248
55,504,647
71,189,347
63,916,615
1,429,052
518,788
56,954
262,275
2,261,349
492,785
56,954
979,908
2,267,069
3,790,996
362,300
362,300
428,916
428,916
2,629,369
4,219,912
68,559,978
59,696,703
16
17a
17b
84,628,323
10,579,406
(26,647,751)
73,097,082
9,992,405
(23,392,784)
68,559,978
59,696,703
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
45
Consolidated Statement of
Cash Flows
For the year ended June 2023
Cash flows from operating activities
Payments to suppliers and employees
Interest received
Management fee
ANNUAL REPORT
Note
2023
2022
$
$
(2,830,700)
206,658
28,495
(2,298,850)
26,682
563,828
Net cash outflow from operating activities
20
(2,595,547)
(1,708,340)
Cash flows from investing activities
Payments to suppliers and employees capitalised as
exploration and evaluation
Payments for property, plant & equipment
Net movement receipts & (payments) from Joint Venture
Newcrest
Net movement receipts & (payments) from Joint Venture
IGO
Net movement receipts & (payments) from Joint Venture
Rio Tinto
(9,963,671)
(22,660,714)
(2,653)
(41,534)
(713,392)
(965,406)
(567,975)
(670,570)
296,304
-
Net cash outflow from investing activities
(10,951,387)
(24,338,224)
Cash flows from financing activities
Proceeds from issues of shares
Proceeds from options exercised
Share issue costs
12,263,418
-
(788,695)
41,000
242,250
(12,490)
Net cash inflow from financing activities
11,474,723
270,760
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
(2,072,211)
7,874,680
(25,775,804)
33,650,484
Cash and cash equivalents at the end of the year
9
5,802,470
7,874,680
The above consolidated statement of cash flows should be read in conjunction with the
accompanying notes.
46
Consolidated Statement of
Changes in Equity
For the year ended 30 June 2023
Contributed
Equity
$
Share
Option
Reserve
$
Share Based
Payment
Reserve
$
Accumulated
Losses
$
Total
$
Balance at 1 July 2022
73,097,082 312,500
9,679,905
(23,392,784)
59,696,703
Comprehensive income:
Loss for the period
Total comprehensive loss for the
period
-
-
- -
(3,254,967)
(3,254,967)
-
-
(3,254,967)
(3,254,967)
Transactions with owners, in
their
capacity as owners:
Contributions of equity, net of costs 11,531,241
Issue of options
-
-
-
-
587,000
- 11,531,241
-
587,000
Balance at 30 June 2023
84,628,323 312,500 10,266,905
(26,647,751)
68,559,978
Balance at 1 July 2021
72,827,601 312,500
5,813,670
(17,536,592)
61,417,178
Comprehensive income:
Loss for the period
Total comprehensive loss for the
period
Transactions with owners, in their
capacity as owners:
Contributions of equity, net of costs
Issue of options
-
-
-
-
-
(5,856,191)
(5,856,191)
-
(5,856,191)
(5,856,191)
269,481
-
-
-
- 3,866,235
-
-
269,481
3,866,235
Balance at 30 June 2022
73,097,082 312,500
9,679,905
(23,392,784)
59,696,703
The above consolidated statement of changes in equity should be read in conjunction with the
accompanying notes.
47
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
NOTE 1:
CORPORATE INFORMATION
ANNUAL REPORT
Antipa Minerals Limited (Company or Antipa) is a company limited by shares incorporated in
Australia whose shares are publicly traded on the Australian Securities Exchange. The consolidated
financial statements of the Group as at and for the year ended 30 June 2023 comprise the
Company and its subsidiaries (together referred to as the “Group” and individually as “Group
entities”).
NOTE 2:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statement are set out
below. These policies have been consistently applied to all the periods presented, unless otherwise
stated.
The Company is domiciled in Australia and all amounts are presented in Australian dollars, unless
otherwise noted.
Basis of preparation
The financial statements are general-purpose financial statements, which has been prepared in
accordance with Australian Accounting Standards, other authoritative pronouncements of the
Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations
Act 2001. Antipa is a for profit entity for the purposes of preparing financial statements.
Statement of compliance
The financial statements comply with Australian Accounting Standards, which include Australian
equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures
that the financial statements of Antipa Minerals Limited comply with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
The separate financial statements of the parent entity, Antipa Minerals Limited, have not been
presented within this financial report as permitted by the Corporations Act 2001.
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified
by the revaluation of available-for-sale financial assets.
Critical accounting estimates and significant judgements
The preparation of financial statements requires the use of certain critical accounting estimates. It
also requires management to exercise its judgment in the process of applying the company’s
accounting policies. The areas involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant to the financial statements as disclosed in Note 4.
Going Concern
The financial report has been prepared on a going concern basis, which contemplates the
continuity of normal business activity and the realisation of assets and the settlement of liabilities
in the normal course of business.
48
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
The Group incurred a net loss of $3,254,967 for the year ended 30 June 2023 and had a net cash
outflow from operations including exploration and evaluation activities of $12,559,218 (excluding
cashflows related to the Newcrest and IGO Farm-in Agreements and the Rio Tinto JV Agreement).
Notwithstanding this, the financial report has been prepared on a going concern basis which the
Directors consider to be appropriate based upon the available unrestricted cash assets of
$5,423,012 as at 30 June 2023.
The ability of the group to continue as a going concern is dependent on the Group being able to
raise additional funds as required to meet ongoing and budgeted exploration commitments and
for working capital. These conditions indicate a material uncertainty that may cast significant doubt
about the Group’s ability to continue as a going concern and, therefore, it may be unable to realise
its assets and discharge its liabilities in the normal course of business. The Directors believe that
they will be able to raise additional capital as required and are in the process of evaluating the
Group’s cash requirements. The Directors believe that the Group will continue as a going concern.
As a result, the financial report has been prepared on a going concern basis. However, should the
Group be unsuccessful in undertaking additional raisings, the Group may not be able to continue
as a going concern. No adjustments have been made relating to the recoverability and
classification of liabilities that might be necessary should the Group not continue as a going
concern.
Should the going concern basis not be appropriate, the entity may have to realise its assets and
extinguish its liabilities other than in the ordinary course of business and at amounts different
from those stated in the financial report. No allowance for such circumstances has been made in
the financial report.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all joint operations
of Antipa Minerals Limited (the Company or the Parent Entity) as at 30 June 2023 and the results
of all joint operations for the year then ended. Antipa Minerals Limited and its joint operations
together are referred to in this financial report as the “group” or the “consolidated entity”.
The Company has a non-controlling interest in the Citadel Project Joint Venture (CPJV). However,
the Company only has rights to CPJV’s assets and obligations for CPJV’s liabilities in proportion to
its participating interest in the arrangement. Based on the AASB framework, an asset is recognised
when it is probable that future economic benefits associated with the asset will flow to the entity
and when the cost of the item can be measured reliably. Given that the Company only has a
proportionate ownership interest in CPJV’s assets, therefore only a proportion of the benefits of
the assets will flow to the Company. On this basis whilst AASB 10 applies, the Company has
recognised only its share in the assets of the CPJV. Similarly, to for liabilities, as the Company are
only obligated for a proportion of the liabilities within CPJV, the Company has recognised only its
share of the obligations in the financial statements.
Interests in joint operations
A joint operation is a joint arrangement whereby the parties that have joint control of the
arrangement have rights to the assets, and obligations for the liabilities, relating to the
arrangement.
Joint control is the contractually agreed sharing of control of an arrangement, which exists only
when decisions about the relevant activities require unanimous consent of the parties sharing
control.
49
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
When the Company undertakes its activities under joint operations, the Company as a joint
operator recognises in relation to its interest in a joint operation:
•
•
•
•
•
Its assets, including its share of any assets held jointly;
Its liabilities, including its share of any liabilities incurred jointly;
Its revenue from the sale of its share of the output arising from the joint operation;
Its share of the revenue from the sale of the output by the joint operation; and
Its expenses, including its share of any expenses incurred jointly.
The Company accounts for the assets, liabilities, revenues, and expenses relating to its interest in
a joint operation in accordance with the AASB’s applicable to the particular assets, liabilities,
revenues, and expenses.
When the company entity transacts with a joint operation in which the company is a joint operator
(such as a sale or contribution of assets), the Company is considered to be conducting the
transaction with the other parties to the joint operation, and gains and losses resulting from the
transactions are recognised in the Company’s financial statements only to the extent of other
parties' interests in the joint operation.
NOTE 3:
FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk,
interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management
program focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group. The Group uses different methods to
measure different types of risk to which it is exposed.
During the year, the Company maintained an Audit and Risk Committee whose role included the
identification and evolution of financial and other risks in conjunction with executives. The Board
provides the overall risk management framework which balances the potential adverse effects of
financial risks on Antipa’s financial performance and position with the “upside” potential made
possible by exposure to these risks and by taking into account the costs and expected benefits of
the various methods available to manage them.
50
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Restricted cash
Trade and other receivables
Financial liabilities
Trade and other payables
(a)
Market risk
Interest rate risk
ANNUAL REPORT
2023
$
2022
$
5,423,012
379,458
291,629
6,509,917
1,364,763
537,288
6,094,099
8,411,968
1,429,052
2,261,349
As at and during the year ended on reporting date the Group had no significant interest-bearing
assets or liabilities other than liquid funds on deposit. As such, the Group’s income and operating
cash flows (other than interest income from funds on deposit) are substantially independent of
changes in market interest rates. The Group’s exposure to interest rate risk and the effective
weighted average interest rate for each class of financial assets and liabilities is set out below.
2023
2022
%
$
%
$
Financial assets
Cash assets Floating rate*
2.09%
5,802,470
0.57%
7,874,680
* Weighted average effective interest rate.
The Group’s policy is to maximise the return on cash held through the use of term deposits where
possible.
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk as at
reporting date. The sensitivity analysis demonstrates the effect on the current year results and
equity was not material.
(b)
Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as
well as credit exposures to customers. The maximum exposure to credit risk at the reporting date
is the carrying amount of the financial assets as summarised in part (a) of this note.
As at 30 June 2023, all cash and cash equivalents were held with National Australia Bank and ANZ,
which are AA- credit rated.
51
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
(c)
Liquidity risk
ANNUAL REPORT
Prudent liquidity risk management involves the maintenance of sufficient cash and access to
capital markets. It is the policy of the Board to ensure that the Group is able to meet its financial
obligations and continuing to meet its objectives by ensuring the Group has sufficient working
capital and preserving the placement capacities available to the Company under the ASX Listing
Rules. The Group manages liquidity risk by continuously monitoring actual and forecast cash flows.
Contractual maturities of financial liabilities
As at the reporting date the Group had total financial liabilities of $1,429,052 (2022: $2,261,349)
comprised of non-interest-bearing trade creditors and accruals with a maturity of less than six
months.
(d)
Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and
measurement and/or disclosure purposes.
The carrying value less impairment provision of trade receivables and payables are assumed to
approximate their fair values due to their short-term nature. The fair value of financial liabilities
for disclosure purposes is estimated by discounting the future contractual cash flows at the current
market interest rate that is available to the Group for similar financial instruments.
(e)
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern while
maximising the potential return to shareholders.
NOTE 4:
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In preparing this financial report the Group has been required to make certain estimates and
assumptions concerning future occurrences. There is an inherent risk that the resulting accounting
estimates will not equate exactly with actual events and results.
(a)
Significant accounting judgements
In the process of applying the Group's accounting policies, management has made the following
judgements, apart from those involving estimations, which have the most significant effect on the
amounts recognised in the financial statements:
Deferred tax assets
The Group has carried forward tax losses which have not been recognised as deferred tax assets
as it is not considered sufficiently probable that these losses will be recouped by means of future
profits taxable in the appropriate jurisdictions.
Capitalisation of exploration and evaluation expenditure
The Group has capitalised significant exploration and evaluation expenditure on the basis either
that this is expected to be recouped through future successful development (or alternatively sale)
of the Areas of Interest concerned or on the basis that it is not yet possible to assess whether it
will be recouped.
52
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
(b)
Significant accounting estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates
and assumptions of future events. The key estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amounts of certain assets and liabilities within the
next annual reporting period are:
Impairment of assets
The future recoverability of capitalised exploration and evaluation 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 through sale.
Factors that could impact the future recoverability include the level of Ore Reserves and Mineral
Resources, future technological changes, costs of drilling and production, production rates, future
legal changes (including changes to environmental restoration obligations) and changes to
commodity prices.
As at 30 June 2023, the carrying value of capitalised exploration and evaluation is $64,474,926
(2022: $54,802,740).
Share based payments
The consolidated entity measures the cost of equity-settled transactions by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined
by using either the Binomial or Black-Scholes model taking into account the terms and conditions
upon which the instruments were granted. The accounting estimates and assumptions relating to
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.
NOTE 5:
SEGMENT INFORMATION
Management has determined that the Group has one reportable segment, being mineral
exploration. As the Group is focused on mineral exploration, the Board monitors the Group based
on actual versus budgeted revenues and expenditure incurred by area of interest. This internal
reporting framework is the most relevant to assist the Board with making decisions regarding the
Company and its ongoing exploration activities, while also taking into consideration the results of
exploration work that has been performed to date.
NOTE 6:
REVENUE
From continuing operations
Other revenue
Management fee
Interest income
Government stimulus grants
53
2023
$
2022
$
18,101
206,658
-
224,759
523,191
26,682
-
549,873
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
Accounting policy
Revenue is measured at the fair value of the consideration received or receivable. The Group
recognises revenue when the amount of revenue can be reliably measured, it is probable that
future economic benefits will flow to the entity and specific criteria have been met for each of the
Group’s activities as described below:
Interest
Revenue is recognised as the interest accrues (using the effective interest method, which is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial
instrument to the net carrying amount of the financial asset).
NOTE 7:
EXPENSES
Administration expenses
Employee benefit expenses
Share based payments (i)
Notes:
(i)
Refer to Note 18 for further details.
2023
$
2022
$
1,160,631
1,628,962
587,000
889,943
1,542,295
3,866,235
3,376,593
6,298,473
54
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
NOTE 8:
INCOME TAX
Current tax
(a) Income tax expense
ANNUAL REPORT
2023
$
2022
$
-
-
-
-
A reconciliation between tax expense and the product of accounting profit before
income tax multiplied by the Group's applicable income tax rate is as follows:
Accounting loss before tax
Tax at the Australian statutory income tax rate of 25%
(2022:27%)
(3,254,977)
(5,856,191)
(813,744)
(1,464,048)
Tax effect of amount which are not deductible (taxable)
in calculating taxable income:
Share based payments
Entertainment
Other expenses
Rent expense
Effective income tax rate changes
Tax loss recognised
Tax losses not recognised
(b) Deferred tax asset and (liabilities) are attributable
to the following:
Trade and other receivables
Prepayments
Property, plant and equipment
ROI asset - lease
Deferred exploration expenditure
Capital raising costs
Trade and other payables
Interest bearing loans and borrowings
Provisions
Lease liability
Tax losses recognised to the extent of deferred tax
liabilities
55
146,750
739
200
(26,647)
-
-
690,702
-
966,559
282
-
(26,448)
386,074
-
137,580
-
(164)
575
(14,142)
(15,934)
74,253
(16,109,919)
(728,958)
6,375
(1,041,791)
129,697
48,584
(6,935)
(21,757)
55,689
(13,950,284)
(597,617)
4,800
(796,815)
123,196
40,858
17,651,999
15,148,290
-
-
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
The balance of potential deferred tax assets attributable to tax losses carried forward of
$3,276,745 (2022: loss $2,580,560) and other timing differences of nil (2022: nil) in respect of Antipa
Minerals Limited and its controlled entities in the tax consolidated group have not been brought
to account because the Directors do not believe it is appropriate to regard realisation of future tax
benefits as probable.
Antipa Minerals Limited and its controlled entities in the tax consolidated group have not been
brought to account because the Directors do not believe it is appropriate to regard realisation of
future tax benefits as probable.
Antipa Minerals Limited and its wholly owned Australian controlled entities have implemented the
tax consolidation legislation.
The head entity, Antipa Minerals Limited, and its controlled entities in the tax consolidated group
account for their own current and deferred tax amounts. The entities have also entered into a tax
funding agreement under which the wholly-owned entities fully compensate Antipa Minerals
Limited for any current tax payable assumed and are compensated by Antipa Minerals Ltd for any
current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits
that are transferred to Antipa Minerals Limited under the tax consolidation legislation.
Accounting policy
The income tax expense or revenue for the period is the tax payable on the current period’s taxable
income based on the applicable tax rate adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
Deferred tax
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is not accounted for if it arises from initial recognition
of an asset or liability in a transaction other than a business combination that at the time of the
transaction affects neither accounting or taxable profit or loss. Deferred income tax is determined
using tax rates (and laws) that have been enacted or substantially enacted by the reporting date
and are expected to apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses
only if it is probable that future taxable amounts will be available to utilise those temporary
differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and liabilities and when the deferred tax balances relate to the same taxation
authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable
right to offset and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously.
Current and deferred tax for the year
Current and deferred tax is recognised as an expense or income in the statement of profit or loss
and other comprehensive income, except when it relates to items credited or debited directly to
equity, in which case the deferred tax is also recognised directly in equity, or where it arises from
the initial accounting for a business combination, in which case it is taken into account in the
determination of goodwill or excess.
56
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
NOTE 9: CURRENT ASSETS – CASH AND CASH EQUIVALENTS
Cash At bank and in hand
Restricted cash(i)
Restricted cash(ii)
Restricted cash(iii)
ANNUAL REPORT
2023
$
2022
$
5,423,012
296,357
2,109
80,992
6,509,917
296
715,501
648,966
5,802,470
7,874,680
Notes:
(i)
(ii)
(iii)
As at 30 June 2023 Cash and cash equivalents is held as restricted cash being monies received in advance
from Rio Tinto and restricted for use on the Citadel project $296,357 (2022: $296).
As at 30 June 2023 Cash and cash equivalents is held as restricted cash being monies received in advance
from Newcrest and restricted for use on the Wilki project $2,109 (2022: $715,501).
As at 30 June 2023 Cash and cash equivalents is held as restricted cash being monies received in advance
from IGO and restricted for use on the Paterson project $80,992 (2022: $648,966).
(a)
Fair value
The carrying amount of cash and cash equivalents is a reasonable approximation of fair value.
(b)
Interest rate risk exposure
Information about the Group’s exposure to interest rate risk in relation to cash and cash
equivalents is provided in Note 3.
Accounting policy
For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with
original maturities of three months or less that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes in value, and bank overdrafts.
NOTE 10: NON CURRENT ASSETS – PROPERTY PLANT AND
EQUIPMENT
Plant and Equipment
Cost
Accumulated depreciation
Net carrying amount
2023
2022
$
$
451,302
(305,597)
448,649
(276,717)
145,705
171,932
57
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
Reconciliation
Carrying amount at beginning of period
Additions
Net written down value of plant and equipment written off
Depreciation charge for the period
Net carrying amount at end of year
NOTE 11: DEFERRED EXPLORATION AND EVALUATION
EXPENDITURE
At cost
Opening balance
Additions
Closing balance
ANNUAL REPORT
171,932
2,652
-
(28,879)
145,705
163,736
41,534
-
(33,338)
171,932
2023
2022
$
$
54,802,740
9,672,186
37,216,131
17,586,609
64,474,926
54,802,740
Notes:
(i)
The majority of exploration and evaluation expenditure capitalised during the year ended 30 June 2023 was
in relation to the 100% Minyari Dome Project.
The ultimate recoupment of exploration and evaluation expenditure carried forward is dependent
on successful development and exploitation, or alternatively sale of the respective area of interest.
Accounting policy
Exploration and evaluation expenditure is stated at cost and is accumulated in respect of each
identifiable area of interest.
Such costs are only carried forward in respect of areas of interest for which the rights of tenure
are current and where:
(i)
(ii)
such costs are expected to be recouped through successful development and exploitation
of the area of interest or, alternatively, by its sale; or
activities in the area have not at the statement of financial position 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.
All other costs which do not meet these criteria are written off immediately to the statement of
profit or loss and other comprehensive income.
A regular review is undertaken of each area of interest to determine the appropriateness of
continuing to carry forward costs in relation to that area of interest. Where carried forward
expenditure does not satisfy the policy stated above it is written off to the statement of profit or
loss and other comprehensive income in the period in which the decision is made to write-off.
Accumulated costs in relation to an abandoned area are written off to the statement of profit or
loss and other comprehensive income in the period in which the decision to abandon the area is
made.
58
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
Rehabilitation, Restoration and Environmental Costs
ANNUAL REPORT
Long-term environmental obligations are based on the Group’s environmental management
plans, in compliance with current environmental and regulatory requirements. There are currently
no material rehabilitation obligations.
NOTE 12: RIGHT-OF USE LEASE ASSETS
2023
$
2022
$
Carrying value
At cost - Premises
Cost
Accumulated depreciation
Reconciliation
Opening Balance
Additions
Depreciation expense
Closing balance
Accounting policy
612,585
(297,012)
612,585
(222,759)
315,573
389,826
389,826
-
(74,253)
315,573
464,079
-
(74,253)
389,826
Each lease payment is allocated between the liability and the finance cost. The finance cost is
charged to profit or loss over the lease period to produce a consistent period rate of interest on
the remaining balance of the liability for each period.
NOTE 13: LEASE LIABILITIES
30 June 2023
30 June 22
Premises
$
Total
$
Premises
$
Total
$
Current Liabilities
Non-Current Liabilities
Fair value as at 30 June
56,954
362,300
419,254
56,954
362,300
419,254
56,954
428,916
485,870
56,954
428,916
485,870
59
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
Reconciliation
30 June 2023
Opening Balance
Additions
Finance Expenses
Closing Balance
NOTE 14: CURRENT LIABILITIES
(a) Trade and other payables
Trade payables
Other payables
485,870
-
(66,616)
419,254
485,870
-
(66,616)
542,824
-
(56,954)
419,254
485,870
542,824
-
(56,954)
485,870
2023
$
2022
$
731,416
697,636
1,088,452
1,172,897
1,429,052
2,261,349
The average credit period on purchases is 45 days from the date of invoice. Group policy is to pay
all undisputed invoices within 30 days from the month of receipt. All amounts are expected to be
settled within twelve months.
Fair value
The carrying amount of trade payables is a reasonable approximation of fair value due to their
short-term nature.
Accounting policy
Trade payables and other accounts payable represent liabilities for goods and services provided
to the Group prior to the end of the financial period which are unpaid. The amounts are unsecured
and are usually paid within 30 days of recognition.
NOTE 14: CURRENT LIABILITIES
(b) Provisions
Annual leave provision
Long service leave provision
2023
$
2022
$
337,330
181,458
518,788
361,957
130,828
492,785
60
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
Accounting policy - Other long-term employee benefit obligations
The liability for long service leave and annual leave which is not expected to be settled within 12
months after the end of the period in which the employees render the related service is recognised
in the provision for employee benefits and measured as the present value of expected future
payments to be made in respect of services provided by employees up to the end of the reporting
period using the projected unit credit method. Consideration is given to the expected future wage
and salary levels, experience of employee departures and periods of service. Expected future
payments are discounted using market yields at the end of the reporting period on national
government bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
NOTE 15: UNEXPENDED JOINT VENTURE CONTRIBUTIONS
Newcrest Farm-In (i)
Opening balance 1 July
Returned contributions Newcrest Services Pty Ltd
Expenditure
Closing balance
Rio Tinto Joint Venture (ii)
Opening balance 1 July
Contributions Rio Tinto Exploration Pty Ltd
Expenditure
Closing balance
IGO Farm-In (iii)
Opening balance 1 July
Returned contributions IGO
Expenditure
Closing balance
2023
$
2022
$
308,378
(200,000)
(106,351)
1,001,684
2,493,952
(3,187,258)
2,027
308,378
1,571
269,364
(92,013)
178,922
1,571
-
-
1,571
669,959
(500,000)
(88,633)
864,644
2,473,428
(2,668,113)
81,326
669,959
Total Unexpended Joint Venture Contributions
262,275
979,908
Notes:
(i)
In February 2020, the Company entered into a $60 million farm-in agreement (Wilki Project Farm-in
Agreement) and associated exploration joint venture agreement with Newcrest. In November 2021,
Newcrest met its initial (minimum) commitment of $6M in exploration expenditure on the Wilki Farm-in
Project and elected to assume management of the project effective July 2022. No joint venture interest was
earned by the incurring of this amount.
During the next stage, Newcrest must spend a further $10 million exploration expenditure within 5 years of
commencement to earn a 51% joint venture interest.
(ii)
Under the terms of a Farm-in and Joint Venture Agreement, Rio Tinto could sole fund up to $60 million of
exploration expenditure to earn up to a 75% interest in the Citadel Project (Citadel Project Farm-in
61
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
Agreement). As at 31 March 2021, Rio Tinto had funded in excess of $25 million in exploration expenditure
on the Citadel Project and, in accordance with the terms of the Citadel Project Farm-in Agreement, earned a
65% interest in the Citadel Project Joint Venture. In April 2021 and in accordance with the terms of the Citadel
Project Farm-in Agreement, the Company elected to co-contribute to future Citadel Project Joint Venture
expenditure in accordance with its remaining 35% joint venture interest. As such, Rio Tinto no longer has a
right to earn a 75% interest in the Citadel Joint Venture.
In July 2022, Antipa and Rio Tinto agreed to reduce the previously approved CY2022 budgeted exploration
spend from $10 million to between $6 to $8 million. In recognition of this adjustment, Antipa elected to utilise
the dilute-down provision in the Citadel Project JV agreement for the 2022 exploration programme. As a
result of this election, Antipa's interest in the Citadel Project JV has reduced to approximately 33% at the
conclusion of the CY2022 exploration programme.
(iii)
In July 2020 the Company entered into a $30 million farm-in agreement (Paterson Project Farm-in
Agreement) and associated exploration joint venture agreement with IGO. In December 2021, IGO met it’s
initial (minimum) commitment of $4M in exploration expenditure on the Paterson Farm-in Project and
elected to assume management of the project effective March 2022. No joint venture interest was earned by
the incurring of this amount.
The next stage of the Paterson Farm-in Project requires IGO to spend an additional $26M in exploration
expenditure to earn a 70% joint venture interest.
Accounting policy – Joint Venture Contributions
Cash received from farm-In agreements are received in advance. Upon receipt of the funds a liability is
recognised for unexpended exploration contributions. As expenditure is incurred, the liability is
decreased. The cash received in advance is held by the Company in the capacity as operator and is
classified as restricted cash.
NOTE 16: CONTRIBUTED
EQUITY
2023
2022
Number
$
Number
$
(a) Share capital
Fully paid ordinary shares
3,597,051,478
84,628,323
3,139,708,262
73,097,082
(b) Movements in ordinary share capital
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of
the Group in proportion to the number of shares held. On a show of hands every holder of ordinary
shares present at a meeting or by proxy, is entitled to one vote. Upon a poll every holder is entitled
to one vote per share held.
62
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
Movements in ordinary share capital – 2023
ANNUAL REPORT
Description
Date
Balance 1 July 2022
Share Placement (i)
Share Placement (ii)
Share Placement (iii)
Share Placement (iv)
Share Placement (v)
Share Placement (vi)
Less transaction
costs
19 September 2022
19 September 2022
14 October 2022
19 October 2022
12 May 2023
25 May 2023
Number of
Shares
3,139,708,262
333,703,704
36,666,667
75,488,842
7,473,395
2,866,048
1,144,560
Closing Balance
30 June 2023
3,597,051,478
Issue Price $
$
$0.0270
$0.0270
$0.0270
$0.0270
$0.0197
$0.0205
73,097,082
9,010,000
990,000
2,038,200
201,782
56,518
23,436
(788,695)
84,628,323
Notes:
(i)
(ii)
(iii)
(iv)
(iv)
(v)
Share Issue - Institutional Placement:
On 19 September 2022, the Company completed a share placement to institutional and sophisticated
investors to raise $9 million through the issue of approximately 333.7 million fully paid ordinary shares at
$0.027 per share.
Share Issue - Newcrest Placement #1:
On 23 September 2022, Newcrest maintained its 9.9% interest in Antipa by subscribing for $1 million in
shares on the same terms as the share placement and SPP.
Share Issue - Share Purchase Plan (SPP):
On 14 October 2022, the Company completed a SPP to raise $2 million through the issue of approximately
75.5 million fully paid ordinary shares at $0.027 per share.
Share Issue - Newcrest Placement #2:
On 19 October 2022, Newcrest maintained its 9.9% interest in Antipa by subscribing for $0.2 million in shares
on the same terms as the share placement and SPP.
Share Issue – Advisor:
On 12 May 2023, the Company issued 2,866,048 ordinary shares to an advisor at $0.0197 per share.
Share Issue – Newcrest Placement #3:
On 25 May 2023 and pursuant to the Subscription Agreement with Newcrest Mining dated 27 February 2020,
as amended, the Company issued 1,144,560 ordinary shares at $0.0205 per share. This allowed Newcrest to
maintain its shareholding at 9.9%.
63
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
Movements in ordinary share capital – 2022
ANNUAL REPORT
Description
Date
Balance 1 July 2021
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Share Placement (i)
Less transaction costs
13 August 2021
27 August 2021
27 August 2021
6 September 2021
20 October 2021
Number of
Shares
3,131,388,262
3,000,000
1,500,000
2,400,000
600,000
820,000
Closing balance
30 June 2022
3,139,708,262
Issue Price $
$
$0.0320
$0.0325
$0.0325
$0.0325
$0.0500
72,827,601
96,000
48,750
78,000
19,500
41,000
(13,769)
73,097,082
Notes:
(i)
Share issue – Newcrest Placement #1:
On 20 October 2021, Newcrest maintained its 9.9% interest in Antipa by subscribing for $41,000 in shares
on the same terms as the previous year’s share placement and SPP.
Accounting policy
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of
new shares or options are shown in equity as a deduction from the proceeds.
NOTE 17: RESERVES AND ACCUMULATED LOSSES
(a) Share based payment and option reserve
Opening balance
Movement for the year
Balance at 30 June
(b) Accumulated losses
Opening balance
Net loss for the year
Balance at 30 June
2023
$
2022
$
9,992,405
587,001
6,126,169
3,866,235
10,579,406
9,992,405
(23,392,784)
(3,254,967)
(17,536,592)
(5,856,191)
(26,647,751)
(23,392,784)
(c) Nature and purpose of reserves
The share-based payments reserve is used to recognise the grant date fair value of options issued
to employees but not exercised.
The share option reserve is used to recognise the grant date fair value of options issued to
consultants in exchange for services but not exercised.
64
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
NOTE 18: OPTIONS
As at 30 June 2023, the Group has the following options on issue:
ANNUAL REPORT
2023
Number
750,000
45,000,000
3,000,000
4,000,000
14,000,000
2,000,000
47,000,000
5,000,000
28,000,000
49,000,000
28,900,000
226,666,224
48,000,000
1,000,000
502,316,224
Exercise
Price
$0.0210
$0.0190
$0.0228
$0.0700
$0.0670
$0.0810
$0.0750
$0.0730
$0.0740
$0.0950
$0.0650
$0.0400
$0.0360
$0.0350
Grant
12 November 2019
21 November 2019
13 December 2019
3 August 2020
14 September 2020
23 October 2020
20 November 2020
23 April 2021
27 September 2021
19 November 2021
23 May 2022
14 October 2022
11 November 2022
21 November 2022
Expiry
11 November 2023
22 November 2023
12 December 2024
31 July 2024
31 August 2024
30 September 2024
20 November 2024
31 March 2025
31 August 2025
18 November 2025
30 April 2026
14 October 2023
10 November 2026
31 October 2026
Options carry no dividend or voting rights. Upon exercise, each option is convertible into one
ordinary share to rank pari passu in all respects with the Group’s existing fully paid ordinary shares.
Movements in the number of options on issue during the year are as follows:
Description
Options
Opening balance
Issued during the period (i)(ii)(iii)
Cancelled during the period
Exercised during the period
Expired during the period
Closing Balance at 30 June
2023
Number
Weighted
Average
Exercise
Price $
2022
Number
Weighted
Average
Exercise
Price $
240,650,000
275,666,224
(6,000,000)
-
(8,000,000)
502,316,224
0.0645
0.0393
0.0723
-
0.0344
0.0511
142,750,000
117,900,000
(11,000,000)
(7,500,000)
(1,500,000)
240,650,000
0.0499
0.0802
0.0700
0.0323
0.0325
0.0645
Notes:
(i)
Following completion of the $2 million SPP in October 22, Antipa issued 226,666,224 free attaching unlisted
options pursuant to the placements and SPP. The options were issued on a one for every two new shares
issued basis and are exercisable at $0.04 with and expiry date one year from the date of issue.
65
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
(ii)
(iii)
48,000,000 options issued to Directors pursuant to shareholder approval obtained at the Company’s Annual
General Meeting on 11 November 2022. These options were valued using a Black-Scholes model. They had a
total fair value of $576,000 and were fully expensed during the period.
1,000,000 options issued to Consultant pursuant to shareholder approval obtained at the Company’s Annual
General Meeting on 11 November 2022. These options were valued using a Black-Scholes model. They had a
total fair value of $11,000 and were fully expensed during the period.
Number of options
Grant date
Grant date share price
Exercise price
Expected volatility
Option life
Dividend yield
Interest rate
Vesting
Fair Value per option
(i)
(ii)
(iii)
226,666,224
14-10-22
$0.026
$0.040
-
1 year
-
-
Immediately
-
48,000,000
11-Nov-22
$0.024
$0.036
80%
4 years
0.00%
3.34%
Immediately
$0.011
1,000,000
21-11-22
$0.023
$0.035
80%
4 years
0.00%
3.34%
Immediately
$0.012
Share based payments
Options issued to Directors, Employees and Company Secretary
NOTE 19: REMUNERATION OF AUDITORS
During the period, the following fees were paid or payable for
services provided by the auditor of the Group, its related
practices and non-related audit firms:
BDO Audit (WA) Pty Ltd for:
Audit of financial reports and other audit work under the
Corporations Act 2001
Other assurance services
Total remuneration for audit and other assurance services
2023
$
2022
$
587,000
3,866,235
587,000
3,866,235
2023
$
2022
$
45,500
1,660
47,160
43,000
850
43,850
66
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
NOTE 20: RECONCILIATION OF LOSS AFTER INCOME TAX TO
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
2023
2022
$
$
Loss for the year
(3,254,967)
(5,856,191)
Adjustment for:
Share based payments
Depreciation
(Decrease)/Increase in current liabilities
(Increase)/Decrease in trade and other receivables
587,000
103,133
(141,468)
110,755
3,866,235
107,591
(63,715)
237,740
Net cash (outflow) from operating activities
(2,595,547)
(1,708,340)
Non-cash Financing and Investment Activities
(i) 30 June 2023
During the year ended 30 June 2023, the Group issued 2,866,048 shares as consideration for
professional services.
(ii) 30 June 2022
During the year ended 30 June 2022, the Group did not complete any financing and investment
transactions that involved the issue of shares as consideration.
NOTE 21: LOSS PER SHARE
2023
Cents
2022
Cents
Basic / diluted loss per share
Loss attributable to the ordinary equity holders of
the Company
Loss used in calculation of basic / diluted loss per
share
Weighted average number of ordinary shares used
as the denominator in calculating basic / diluted
loss per share
Accounting policy
(0.09)
(0.19)
$
$
(3,254,967)
(5,856,191)
3,492,204,308
3,138,284,591
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average
67
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
number of ordinary shares outstanding during the financial period, adjusted for bonus elements
in ordinary shares issued during the period.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per
share to take into account the after-tax effect of interest and other financing costs associated with
dilutive potential ordinary shares and the weighted average number of additional ordinary shares
that would have been outstanding assuming the conversion of all dilutive potential ordinary
shares.
NOTE 22: EVENTS SUBSEQUENT TO REPORTING PERIOD
Other than as disclosed below, there were no significant events occurring after balance date
requiring disclosure.
(1) On 3 July 2023, the Company issued 27.1 million Employee Incentive Options, at an exercise
price of $0.0195, fully vested, with an expiry date of 30 June 2027. The fair value of each
option is $0.013.
(2) On 4 August 2023, the Company issued 1 million Employee Incentive Options, at an exercise
price of $0.0265, fully vested, with an expiry date of 31 July 2027. The fair value of each option
is $0.0185.
(3) On 5 September 2023, the Company completed the placement of 384.6 million ordinary
shares at an issue price of A$0.013 per share to raise gross proceeds of $5 million
(Placement). The Company will also undertake a Rights Issue (Rights Issue) of up to $2
million, resulting in a total capital raising of up to $7 million (before costs). Antipa will issue
one free attaching unlisted option (Option) for every two new Shares subscribed for and
issued pursuant to the Placement and Rights Issue. The Options will be exercisable at $0.02
with an expiry date two years from the date of issue.
68
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
NOTE 23: COMMITMENTS AND CONTINGENCIES
2023
$
2022
$
The Group had no contingent assets or liabilities at reporting date.
The Group must meet the following tenement expenditure
commitments to maintain them in good standing until they are
farmed out, sold, reduced, relinquished, exemptions from
expenditure are applied or are otherwise disposed of. It is noted
that this
is subject to ongoing exploration results. These
commitments, net if farm outs, are not provided for in the
financial statements and are:
Not later than one year
After one year but less than two years
After two years up to five years
After five years
868,054
872,887
854,181
136,072
390,765
395,444
772,266
36,962
2,731,194
1,595,437
Notes:
(i)
Commitments at 30 June 2023 includes tenement expenditure commitments to maintain the Group
exploration licences in good standing until they are farmed out, sold, reduced, relinquished, exemptions from
expenditure are applied or are otherwise disposed of. It is noted that this is subject to ongoing exploration
results. These commitments, net of farm outs, are not provided for in the financial statements.
Other than those disclosed above, the Group has no commitments at reporting date.
NOTE 24: RELATED PARTY TRANSACTIONS
Short term employee benefits
Post-employment benefits
Share based payments
There have been the following transactions with related parties
during the year ended 30 June 2023 and the prior period
Payments to director-related parties:
Napier Capital Pty Ltd (i)
Strategic Metallurgy Pty Ltd (ii)
Total payments to director-rated parties
2023
$
2022
$
1,306,162
53,731
576,000
1,274,815
44,838
2,222,916
1,935,893
3,542,569
0
31,583
31,583
44,375
6,325
50,700
69
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
Notes:
(i)
(ii)
The payments were made to Napier Capital Pty Ltd, a company of which Stephen Power and Mark Rodda
are directors. The payments were for corporate advisory and administrative services on an arm’s length
basis. At the year-end there were no amounts outstanding.
Payments were made to Strategic Metallurgy Pty Ltd, a company of which Gary Johnson is a director. The
payments were for metallurgical advisory services in relation to the Scoping Study for the Minyari Dome
Project and were provided on an arm’s length basis. At the year-end there were no amounts outstanding.
There were no other related party transactions during the period, other than those to KMP’s as
part of remuneration.
NOTE 25: SUBSIDIARIES
Name of entity
Country of
incorporation
Class of
Shares
Equity Holding
Antipa Resources Pty Ltd (i)
Kitchener Resources Pty Ltd(ii)
MK Minerals Pty Ltd (ii)
Australia
Australia
Australia
Ordinary
Ordinary
Ordinary
100%
100%
100%
Notes:
(i) Holds tenements in relation to the Citadel JV, Wilki and Paterson Farm-in projects, and Minyari Dome (100%)
Project.
(ii) Holds tenements in relation to the Wilki and Paterson Farm-in projects.
Accounting policy
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Antipa
Minerals Limited ('company' or 'parent entity') as at 30 June 2023 and the results of all subsidiaries for
the year then ended. Antipa Minerals Limited and its subsidiaries together are referred to in this
financial report as the group or the consolidated entity.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated
entity controls an entity when the consolidated entity 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. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are de-consolidated from the date that control
ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred. The accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Group.
70
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
ANNUAL REPORT
Non-controlling interests in the results and equity of subsidiaries are shown separately in the
consolidated statement of profit or loss and other comprehensive income, statement of changes
in equity and statement of financial position, respectively.
NOTE 26: PARENT ENTITY DISCLOSURES
2023
$
2022
$
Financial position Assets
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Accumulated losses
Reserves:
Share based payments
Total equity
Financial performance
Loss for the period
Other comprehensive income
Total comprehensive loss
69,082,084
947,132
60,220,339
1,012,725
70,029,216
61,233,064
(1,009,985)
(419,254)
(1,429,239)
(1,087,429)
(485,870)
(1,573,299)
68,599,977
59,659,765
84,628,323
(26,607,752)
73,097,082
(23,429,722)
10,579,406
9,992,405
68,599,977
59,659,765
(3,178,030)
(5,830,420)
-
-
(3,178,030)
(5,830,420)
Parent Entity Commitments & Contingencies
The parent entity had no contingent assets or liabilities at reporting date.
71
Notes To The Consolidated
Financial Statements
For the year ended 30 June 2023
NOTE 27: OTHER ACCOUNTING POLICIES
ANNUAL REPORT
(a)
Adoption of New and Revised Standards and Change in Accounting Standards
Early adoption of accounting standards
The Group has not elected to apply any pronouncements before their operative date in the annual
reporting year beginning 1 July 2022.
New and amended standards not yet adopted by the Group
The Company has adopted all of the new, revised or amending Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory
for the current reporting period. There has been no material impact on the financial statements
by their adoption.
(b)
Goods and services tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST),
except:
(1) where the amount of GST incurred is not recoverable from the Australian Taxation Office
(ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the
asset or as part of the expense item as applicable; and
(2)
receivables and payables, with the exception of accrued expenses and expense provisions,
are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables
or payables in the statement of financial position.
Cash flows are included in the cash flow statement 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.
(c)
Share based payment transactions
The fair value of any options issued as remuneration is measured using an appropriate model.
Measurement inputs include share price on measurement date, exercise price of the instrument,
expected volatility (based on weighted average historic volatility adjusted for changes expected
due to publicly available information (if any), weighted average expected life of the instruments
(based on historical experience and general option holder behaviour), expected dividends, and the
risk-free interest rate (based on government bonds).
72
Directors’ Declaration
30 June 2023
The Directors declare that:
ANNUAL REPORT
in the Directors’ opinion, there are reasonable grounds to believe that the Group will be
(a)
able to pay its debts as and when they become due and payable;
(b)
the financial statements and accompanying notes are prepared in compliance with
International Financial Reporting Standards and interpretations adopted by the International
Accounting Standards Board;
(c)
in the Directors’ opinion, the attached financial statements and notes thereto are in
accordance with the Corporations Act 2001 and other mandatory professional reporting
requirements, including compliance with accounting standards and giving a true and fair view of
the financial position and performance of the Group; and
the Directors have been given the declarations required by s.295A of the Corporations Act
(d)
2001.
Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the
Corporations Act 2001.
Stephen Power
Non-Executive Chairman
Perth, Western Australia
21 September 2023
73
Corporate Governance Statement
CORPORATE GOVERNANCE STATEMENT
FOR THE FINANCIAL YEAR ENDING 30 JUNE 2023
ANNUAL REPORT
This Corporate Governance Statement is current as at 21 September 2023 and has been approved by the Board of the Company on that date.
This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2023, followed the
recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4th Edition
(Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the
reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were
adopted in lieu of the recommendation during that period.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.
The Company’s Corporate Governance Plan is available on the Company’s website at www.antipaminerals.com.au.
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
(a)
YES
A listed entity should have and disclose a
board charter which sets out
the
respective roles and responsibilities of the
Board, the Chair and management, and
includes a description of those matters
expressly reserved to the Board and those
delegated to management.
The Company has adopted a Board Charter that sets out the specific roles and
responsibilities of the Board, the Chair and management and includes a
description of those matters expressly reserved to the Board and those delegated
to management.
The Board Charter sets out the specific responsibilities of the Board, requirements
as to the Board’s composition, the roles and responsibilities of the Chair and
Company Secretary, the establishment, operation and management of Board
Committees, Directors’ access to Company records and information, details of the
Board’s relationship with management, details of the Board’s performance review
and details of the Board’s disclosure policy.
A copy of the Company’s Board Charter, which is part of the Company’s Corporate
Governance Plan, is available on the Company’s website.
74
Corporate Governance Statement
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
ANNUAL REPORT
Recommendation 1.2
A listed entity should:
(a)
YES
(a)
(b)
undertake appropriate checks before
appointing a director or senior executive
or putting someone forward for election
as a Director; and
provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-
elect a Director.
(b)
The Company has guidelines for the appointment and selection of the
Board and senior executives in its Corporate Governance Plan. The
Company’s Nomination and Remuneration Committee Charter (in the
Company’s Corporate Governance Plan) requires the Nomination and
Remuneration Committee (or, in its absence, the Board) to ensure
appropriate checks (including checks in respect of character, experience,
education, criminal record and bankruptcy history (as appropriate)) are
undertaken before appointing a person or putting forward to security
holders a candidate for election, as a Director. In the event of an
unsatisfactory check, a Director is required to submit their resignation.
The Company did not elect any new Directors during the financial year
ending 30 June 2023.
Under the Nomination and Remuneration Committee Charter, all material
information relevant to a decision on whether or not to elect or re-elect a
Director must be provided to security holders in the Notice of Meeting
containing the resolution to elect or re-elect a Director.
Recommendation 1.3
A listed entity should have a written agreement
with each Director and senior executive setting out
the terms of their appointment.
YES
Recommendation 1.4
The Company Secretary of a listed entity should be
accountable directly to the Board, through the
Chair, on all matters to do with the proper
functioning of the Board.
YES
The Company’s Nomination and Remuneration Committee Charter requires the
Nomination and Remuneration Committee (or, in its absence, the Board) to ensure
that each Director and senior executive is personally a party to a written
agreement with the Company which sets out the terms of that Director’s or senior
executive’s appointment.
The Company has had written agreements with each of its Directors and senior
executives for the past financial year.
The Board Charter outlines the roles, responsibility and accountability of the
Company Secretary.
is
accountable directly to the Board, through the Chair, on all matters to do with the
proper functioning of the Board.
In accordance with this, the Company Secretary
75
Corporate Governance Statement
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
ANNUAL REPORT
Recommendation 1.5
A listed entity should:
PARTIALLY
(a)
(b)
have and disclose a diversity policy;
through its board or a committee of the
board set measurable objectives
for
the
achieving
composition of
senior
executives, and workforce generally; and
gender diversity
its board,
in
(c)
disclose in relation to each reporting
period:
(i)
(ii)
the measurable objectives set
for that period to achieve gender
diversity;
the entity’s progress towards
achieving those objectives; and
(iii)
either:
(A)
the
respective
proportions of men
and women on
the
senior
in
Board,
executive positions and
whole
across
the
(including
workforce
the entity has
how
“senior
defined
executive”
these
purposes); or
for
(a)
(b)
(c)
The Company has adopted a Diversity Policy which provides a framework
for the Company to establish, achieve and measure diversity objectives,
including in respect of gender diversity. The Diversity Policy is available, as
part of the Corporate Governance Plan, on the Company’s website.
The Diversity Policy allows the Board to set measurable gender diversity
objectives, if considered appropriate, and to continually monitor both the
objectives if any have been set and the Company’s progress in achieving
them.
The Board did not set measurable gender diversity objectives for the past
financial year, because:
the Board considered that, given the limited size, nature and stage
of development of the Company, setting measurable objectives for
the Diversity Policy at this time was not practical; and
the Board considered
if it became necessary to appoint any new Directors or senior
executives,
the
measurable diversity objectives and determined that, given the
small size of the Company and the Board, requiring specified
objectives to be met, may unduly limit the Company from applying
the Diversity Policy as a whole and the Company’s policy of
appointing the best person for the job; and
the application of
the respective proportions of men and women on the Board, in
senior executive positions and across the whole organisation
(including how the entity has defined “senior executive” for these
purposes) for the past financial year is as follows:
(A)
the Company currently has no women on the Board or in
senior executive positions. A senior executive, for these
purposes, means key management personnel (as defined in
the Corporations Act) other than a non-executive Director;
and
(i)
(ii)
(iii)
76
Corporate Governance Statement
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
ANNUAL REPORT
(B)
the entity
is a
if
“relevant
employer”
under the Workplace
Gender Equality Act,
the entity’s most recent
“Gender
Equality
Indicators”, as defined
in
the Workplace
Gender Equality Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the
measurable objective for achieving gender diversity
in the composition of its board should be to have
not less than 30% of its directors of each gender
within a specified period.
Recommendation 1.6
A listed entity should:
YES
(d)
(e)
have and disclose a process
for
periodically evaluating the performance
of
its committees, and
individual Directors; and
the Board,
for each
disclose
reporting period
whether a performance evaluation has
been undertaken in accordance with that
process during or
in respect of that
period.
(B)
The Company has three female employees (21% of the total
number of Directors and employees). In addition, there are
currently two female contractors based at the Minyari Dome
Project.
(a)
(b)
The Company’s Nomination and Remuneration Committee (or, in its
absence, the Board) is responsible for evaluating the performance of the
Board, its committees and individual Directors on an annual basis. It may
do so with the aid of an independent advisor. The process for this is set
out in the Company’s Corporate Governance Plan, which is available on
the Company’s website.
The Company’s Corporate Governance Plan requires the Company to
disclose whether or not performance evaluations were conducted during
the relevant reporting period. The Company has completed performance
evaluations in respect of the Board, its committees (if any) and individual
Directors for the past financial year in accordance with the above process.
These performance evaluations were completed by the Company’s
Nomination and Remuneration Committee.
77
Corporate Governance Statement
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
ANNUAL REPORT
Recommendation 1.7
A listed entity should:
(a)
YES
(a)
(b)
have and disclose a process for evaluating
the performance of its senior executives
at least once every reporting period; and
for each
reporting period
disclose
whether a performance evaluation has
been undertaken in accordance with that
process during or in respect of that
period.
(b)
(a)
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1
The Board of a listed entity should:
YES
(a)
have a nomination committee which:
(i)
(ii)
has at least three members, a
majority
are
of
independent Directors; and
whom
is chaired by an independent
Director,
and disclose:
(iii)
(iv)
the charter of the committee;
the members of the committee;
and
The Company’s Nomination and Remuneration Committee (or, in its
absence, the Board) is responsible for evaluating the performance of the
Company’s senior executives on an annual basis. The Company’s
Remuneration Committee (or, in its absence, the Board) is responsible for
evaluating the remuneration of the Company’s senior executives on an
annual basis. A senior executive, for these purposes, means key
management personnel (as defined in the Corporations Act) other than a
non-executive Director.
The applicable processes for these evaluations can be found in the
Company’s Corporate Governance Plan, which is available on the
Company’s website.
The Company has completed performance evaluations in respect of the
senior executives for the past financial year in accordance with the
applicable processes.
The Company had a Nomination and Remuneration Committee for the
past financial year. Currently, Mr Gary Johnson, Mr Peter Buck and Mr
Stephen Power serve on the Nomination and Remuneration Committee.
Mr Johnson is the chair of the committee.
The Company’s Nomination and Remuneration Committee Charter
provides for the creation of a Nomination and Remuneration Committee
(if it is considered it will benefit the Company), with at least three members,
a majority of whom are independent non-executive Directors, and which
must be chaired by an independent Director. A copy of the committee’s
charter is available in the corporate governance section of the Company's
website. The members of the Nomination and Remuneration Committee,
the number of times the committee met during the last financial year, and
the individual attendances of the members, are disclosed in the Directors’
Report.
78
Corporate Governance Statement
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
ANNUAL REPORT
(v)
as at the end of each reporting
period, the number of times the
committee met throughout the
period
individual
attendances of the members at
those meetings; or
and
the
(b)
it does not have a nomination
if
committee, disclose that fact and the
processes it employs to address Board
succession issues and to ensure that the
Board has the appropriate balance of
skills,
experience,
independence, and diversity to enable it
to discharge its duties and responsibilities
effectively.
knowledge,
Recommendation 2.2
A listed entity should have and disclose a Board
skills matrix setting out the mix of skills that the
Board currently has or is looking to achieve in its
membership.
YES
Under the Nomination and Remuneration Committee Charter (in the Company’s
Corporate Governance Plan), the Nomination and Remuneration Committee (or,
in its absence, the Board) is required to prepare a Board skills matrix setting out
the mix of skills that the Board currently has (or is looking to achieve) and to review
this at least annually against the Company’s Board skills matrix to ensure the
appropriate mix of skills to discharge its obligations effectively and to add value
and to ensure the Board has the ability to deal with new and emerging business
and governance issues.
The Company has, for the past financial year, had a Board skill matrix setting out
the mix of skills and diversity that the Board currently has or is looking to achieve
in its membership. A copy is available in the Company’s Annual Report.
On a collective basis the Board has the following skills:
Strategic expertise: Ability to identify and critically assess strategic opportunities
and threats and develop strategies.
79
Corporate Governance Statement
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
ANNUAL REPORT
Specific Industry knowledge: Geological and metallurgical qualifications are held
by Board members and all members of the Board have a general background and
experience in the resources sector including exploration, mineral resource project
development and mining.
Accounting and finance: The ability to read and comprehend the Company’s
accounts, financial material presented to the Board, financial reporting
requirements and an understanding of corporate finance.
Legal: Overseeing compliance with numerous laws, ensuring appropriate legal
and regulatory compliance frameworks and systems are
in place and
understanding an individual Director’s legal duties and responsibilities.
Risk management: Identify and monitor risks to which the Company is or has the
potential to be exposed to.
Experience with financial markets: Experience in working in or raising funds
from the equity, debt or capital markets.
Investor relations: Experience in identifying and establishing relationships with
Shareholders, potential investors, institutions and equity analysts.
The Board Charter requires the disclosure of each Board member’s qualifications
and expertise. Full details as to each Director and senior executive’s relevant skills
and experience are available in the Company’s Directors’ Report.
(a)
(b)
The Board Charter requires the disclosure of the names of Directors
considered by the Board to be independent. Mr Peter Buck and Mr Gary
Johnson are considered independent Directors.
Mr Roger Mason and Mark Rodda are Executive Directors and are not
considered independent Directors as they are employed in an executive
capacity. Mr Stephen Power was an Executive Director of the Company
until 16 September 2021 and consequently, will not be eligible to be
classified as an independent director until September 2024.
(c)
Messrs Power, Mason, Rodda, and Buck have been Directors since 1
November 2010. Mr Johnson has been a Director since 23 November 2010.
80
Recommendation 2.3
A listed entity should disclose:
YES
(a)
the names of the Directors considered by
the Board to be independent Directors;
Corporate Governance Statement
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
ANNUAL REPORT
(b)
if a Director has an interest, position or
relationship of the type described in Box
2.3 of the ASX Corporate Governance
Principles and Recommendations
(4th
Edition), but the Board is of the opinion
that
the
it does not compromise
independence of the Director, the nature
of the interest, position or relationship in
question and an explanation of why the
Board is of that opinion; and
(c)
the length of service of each Director
Recommendation 2.4
A majority of the Board of a listed entity should be
independent Directors.
NO
The Company’s Board Charter requires that, where practical, the majority of the
Board should be independent.
There was not an independent majority of the Board for all of the past financial
year.
The Board did not consider an independent majority of the Board was appropriate
for the past financial year given:
(a)
(b)
(c)
the Company considers at least two (2) Directors need to be executive
Directors for the Company to be effectively managed;
the Company considers it necessary, given its speculative and small scale
activities, to attract and retain suitable Directors by offering Directors an
interest in the Company; and
the Company considers it appropriate to provide remuneration to its
Directors in the form of securities in order to conserve its limited cash
reserves.
81
Corporate Governance Statement
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
ANNUAL REPORT
Recommendation 2.5
The Chair of the Board of a listed entity should be
an independent Director and, in particular, should
not be the same person as the CEO of the entity.
NO
Recommendation 2.6
A listed entity should have a program for inducting
new Directors and for periodically reviewing
whether there is a need for existing directors to
undertake professional development to maintain
the skills and knowledge needed to perform their
role as Directors effectively.
YES
In order to structure the Board in such a way to add value despite not having an
independent majority of Directors, the Board requires that any Director who has
a conflict of interest in relation to a particular item of business must absent
themselves from the Board meeting before commencement of discussion on the
item.
The Board Charter provides that, where practical, the Chair of the Board should be
an independent Director and should not be the CEO/Managing Director.
Effective 16 September 2021, the Chair of the Company, Mr Power transitioned
from Executive Chair to Non-Executive Chair and will therefore not be eligible to
be classified as an independent director until September 2024. Notwithstanding
this the Directors believe that Mr Power is able to, and does make, quality and
independent judgement in the best interests of the Company on all relevant issues
before the Board. Mr Roger Mason is Managing Director of the Company.
The Board did not therefore have an independent Chair for the past financial year,
because it was not feasible due to the company’s current size and Board structure.
In accordance with the Company’s Board Charter, the Nomination and
Remuneration Committee (or, in its absence, the Board) is responsible for the
approval and review of induction and continuing professional development
programs and procedures for Directors to ensure that they can effectively
discharge their responsibilities. The Company Secretary is responsible for
facilitating inductions and professional development including receiving briefings
on material developments in laws, regulations and accounting standards relevant
to the Company.
There were no new Directors appointed during the reporting period.
82
Corporate Governance Statement
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
ANNUAL REPORT
Recommendation 3.1
A listed entity should articulate and disclose its
values.
YES
Recommendation 3.2
A listed entity should:
(a)
(b)
have and disclose a code of conduct for its
Directors,
and
employees; and
executives,
senior
ensure that the Board or a committee of
the Board is informed of any material
breaches of that code.
Recommendation 3.3
A listed entity should:
(a)
(b)
have and disclose a whistleblower policy;
and
ensure that the Board or a committee of
the Board is informed of any material
incidents reported under that policy.
YES
YES
(a)
(b)
(a)
(b)
The Company and its subsidiary companies (if any) are committed to
conducting all of its business activities fairly, honestly with a high level of
integrity, and in compliance with all applicable laws, rules and regulations.
The Board, management and employees are dedicated to high ethical
standards and recognise and support the Company’s commitment to
compliance with these standards.
The Company’s values are set out in its Code of Conduct (which forms part
of the Corporate Governance Plan) and are available on the Company’s
website. All employees are given appropriate training on the Company’s
values and senior executives will continually reference such values.
The Company’s Corporate Code of Conduct applies to the Company’s
Directors, senior executives and employees.
The Company’s Corporate Code of Conduct (which forms part of the
Company’s Corporate Governance Plan) is available on the Company’s
website. Any material breaches of the Code of Conduct are reported to the
Board or a committee of the Board.
The Company’s Whistleblower Protection Policy (which forms part of the Corporate
Governance Plan) is available on the Company’s website. Any material breaches of
the Whistleblower Protection Policy are to be reported to the Board or a
committee of the Board.
83
Corporate Governance Statement
Recommendation 3.4
A listed entity should:
(a)
(b)
have and disclose an anti-bribery and
corruption policy; and
ensure that the Board or committee of the
Board
informed of any material
breaches of that policy.
is
YES
The Company’s Anti-Bribery and Anti-Corruption Policy (which forms part of the
Corporate Governance Plan) is available on the Company’s website. Any material
breaches of the Anti-Bribery and Anti-Corruption Policy are to be reported to the
Board or a committee of the Board.
ANNUAL REPORT
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
(a)
The Board of a listed entity should:
YES
(a)
have an audit committee which:
(i)
(ii)
are
has at least three members, all of
non-executive
whom
Directors and a majority of
whom
independent
are
Directors; and
is chaired by an independent
Director, who is not the Chair of
the Board,
and disclose:
(iii)
(iv)
the charter of the committee;
the relevant qualifications and
experience of the members of
the committee; and
The Company had an Audit and Risk Committee for the past financial year.
The Company’s Corporate Governance Plan contains an Audit and Risk
Committee Charter that provides for the creation of an Audit and Risk
Committee with at least three members, all of whom must be non-
executive Directors, and majority of the Committee must be independent
Directors. The Committee must be chaired by an independent Director
who is not the Chair.
The members of the Audit and Risk Committee, their relevant qualification
and experience, the number of times the Committee met during the last
financial year, and the individual attendances of the members, are
disclosed in the Directors’ Report. The charter of the Audit and Risk
Committee is available, as part of the Corporate Governance Plan, on the
Company’s website.
The Audit Committee is chaired by Mr Buck, who is an independent
director. Although the members of the Audit Committee do not hold
accounting or finance qualifications, they do have an understanding of
financial reporting requirements and experience in ensuring that these
requirements are met and that relevant controls are in place to ensure the
integrity of the financial statements and reports.
The role of the Audit and Risk Committee is to assist the Board in
monitoring and reviewing any matters of significance affecting financial
reporting and compliance.
84
Corporate Governance Statement
ANNUAL REPORT
(v)
in relation to each reporting
period, the number of times the
committee met throughout the
period
individual
attendances of the members at
those meetings; or
and
the
(b)
if it does not have an audit committee,
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its corporate
reporting, including the processes for the
appointment and removal of the external
auditor and the rotation of the audit
engagement partner.
Recommendation 4.2
The Board of a listed entity should, before it
approves the entity’s financial statements for a
financial period, receive from its CEO and CFO a
declaration that the financial records of the entity
have been properly maintained and that the
financial statements comply with the appropriate
accounting standards and give a true and fair view
of the financial position and performance of the
entity and that the opinion has been formed on the
basis of a sound system of risk management and
internal control which is operating effectively.
YES
The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or,
if none, the person(s) fulfilling those functions) to provide a sign off on these terms.
The Company has obtained a sign off on these terms for each of its financial
statements in the past financial year.
Recommendation 4.3
A listed entity should disclose its process to verify
the integrity of any periodic corporate report it
releases to the market that is not audited or
reviewed by an external auditor.
YES
The Company has included in each of its (to the extent that the information
contained in the following is not audited or reviewed by an external auditor):
85
Corporate Governance Statement
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written
policy for complying with its continuous disclosure
obligations under listing rule 3.1.
YES
(a)
(b)
(c)
(d)
(a)
(b)
ANNUAL REPORT
annual reports or on its website, a description of the process it undertook
to verify the integrity of the information in its annual directors’ report;
quarterly reports, or in its annual report or on its website, a description
of the process it undertook to verify the integrity of the information in its
quarterly reports;
integrated reports, or in its annual report (if that is a separate document
to its integrated report) or on its website, a description of the process it
undertook to verify the integrity of the information in its integrated
reports; and
periodic corporate reports (such as a sustainability or ESG report), or in
its annual report or on its website, a description of the process it
undertook to verify the integrity of the information in these reports.
The Company’s Corporate Governance Plan details the Company’s
Continuous Disclosure policy.
The Corporate Governance Plan, which incorporates the Continuous
Disclosure policy, is available on the Company’s website.
The Company’s Continuous Disclosure policy is designed to guide compliance with
ASX Listing Rule disclosure requirements and to ensure that all Directors, senior
executives and employees of the Company understand their responsibilities under
the policy. The Board has designated the Managing Director, Executive Director
and the Company Secretary as the persons responsible for ensuring that this
policy is implemented and enforced and that all required price sensitive
information is disclosed to the ASX as required.
In accordance with the Company's Continuous Disclosure policy, all information
provided to ASX for release to the market is posted to its website, after ASX
confirms an announcement has been made.
Recommendation 5.2
YES
Under the Company’s Continuous Disclosure Policy (which forms part of the
Corporate Governance Plan), all members of the Board receive material market
announcements promptly after they have been made.
86
Corporate Governance Statement
A listed entity should ensure that its board receives
copies of all material market announcements
promptly after they have been made.
Recommendation 5.3
A listed entity that gives a new and substantive
investor or analyst presentation should release a
copy of the presentation materials on the ASX
Market Announcements Platform ahead of the
presentation.
YES
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about
itself and its governance to investors via its website.
YES
Recommendation 6.2
A listed entity should have an investor relations
program
two-way
communication with investors.
facilitates
effective
that
YES
ANNUAL REPORT
All substantive investor or analyst presentations were released on the ASX Markets
Announcement Platform ahead of such presentations.
Information about the Company and its governance is available in the Corporate
Governance Plan which can be found on the Company’s website.
The Company’s website also contains information about the Company’s projects,
Directors and management and the Company’s corporate governance practices,
policies and charters. All ASX announcements made to the market, including
annual and half year financial results are posted on the website as soon as
reasonably practicable after they have been released by the ASX. The full text of
all notices of meetings and explanatory material, the Company’s Annual Report
and copies of all investor presentations are posted on the website.
The Company has adopted a Shareholder Communications Strategy which aims to
promote and facilitate effective two-way communication with investors. The
Strategy outlines a range of ways in which information is communicated to
shareholders and is available on the Company’s website as part of the Company’s
Corporate Governance Plan.
The Company’s Managing Director and Executive Director are the Company’s main
contacts for investors and potential investors and make themselves available to
discuss the Company’s activities when requested. In addition to announcements
made in accordance with its continuous disclosure obligations, from time to time,
the Company prepares and releases general investor updates.
87
Corporate Governance Statement
Recommendation 6.3
A listed entity should disclose how it facilitates and
encourages participation at meetings of security
holders.
YES
Recommendation 6.4
A listed entity should ensure that all substantive
resolutions at a meeting of security holders are
decided by a poll rather than by a show of hands.
YES
Recommendation 6.5
A listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security
registry electronically.
YES
ANNUAL REPORT
Contact with the Company can be made via an email address provided on the
website and investors can subscribe to the Company’s mailing list.
Shareholders are encouraged to participate at all general meetings and AGMs of
the Company. Upon the despatch of any notice of meeting to Shareholders, the
Company Secretary shall send out material stating that all Shareholders are
encouraged to participate at the meeting.
The Company provided Shareholders with the opportunity to participate in
shareholder meetings by allowing voting in person, by proxy or online.
The full text of all notices of meetings and explanatory material are posted on the
Company’s website.
All substantive resolutions at securityholder meetings were decided by a poll
rather than a show of hands.
The Shareholder Communication Strategy provides that security holders can
register with the Company to receive email notifications when an announcement
is made by the Company to the ASX, including the release of the Annual Report,
half yearly reports and quarterly reports. Links are made available to the
Company’s website on which all information provided to the ASX is immediately
posted.
Shareholder queries should be referred to the Company Secretary at first instance.
Contact with the Company can be made via an email address provided on the
website and investors can subscribe to the Company’s mailing list.
The Company’s share registry provides a facility whereby investors can provide
email addresses to receive correspondence from the Company electronically and
investors can contact the share register via telephone, facsimile or email.
88
Corporate Governance Statement
Principle 7: Recognise and manage risk
Recommendation 7.1
(a)
The Board of a listed entity should:
YES
(a)
have a committee or committees to
(i)
(ii)
oversee risk, each of which:
has at least three members, a
are
of
majority
independent Directors; and
whom
is chaired by an independent
Director,
and disclose:
(iii)
(iv)
(v)
the charter of the committee;
the members of the committee;
and
as at the end of each reporting
period, the number of times the
committee met throughout the
period
individual
attendances of the members at
those meetings; or
and
the
ANNUAL REPORT
The Company had an Audit and Risk Committee for the past financial year.
The Company’s Corporate Governance Plan contains an Audit and Risk
Committee Charter that provides for the creation of an Audit and Risk
Committee with at least three members, all of whom must be non-
executive Directors, and majority of the Committee must be independent
Directors. The Committee must be chaired by an independent Director
who is not the Chair. Members of the Audit and Risk Committee are Mr
Peter Buck (independent Chair), Mr Stephen Power and Mr Gary Johnson.
A majority of the Directors comprising the Audit and Risk Committee are
considered to be independent.
The role of the Audit and Risk Committee is to oversee the Company’s risk
management systems, practices and procedures to ensure effective risk
identification and management and compliance with internal guidelines
and external requirements.
A copy of the Corporate Governance Plan, which contains the Audit and
Risk Committee Charter, is available on the Company’s website. The
members of the Audit and Risk Committee, the number of times the
Committee met during the
individual
attendances of the members, are disclosed in the Directors’ Report.
last financial year, and the
(b)
if it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the process it employs for
overseeing the entity’s risk management
framework.
89
Corporate Governance Statement
Recommendation 7.2
The Board or a committee of the Board should:
YES
(a)
(b)
review the entity’s risk management
framework at least annually to satisfy
itself that it continues to be sound and
that the entity is operating with due
regard to the risk appetite set by the
Board; and
disclose in relation to each reporting
period, whether such a review has taken
place.
Recommendation 7.3
A listed entity should disclose:
YES
(a)
(b)
if it has an internal audit function, how the
function is structured and what role it
performs; or
if it does not have an internal audit
function, that fact and the processes it
employs for evaluating and continually
improving
its
and
governance,
internal control processes.
the effectiveness of
risk management
Recommendation 7.4
A listed entity should disclose whether it has any
material exposure to environmental or social risks
and, if it does, how it manages or intends to
manage those risks.
YES
ANNUAL REPORT
(a)
The Audit and Risk Committee Charter requires that the Audit and Risk
Committee (or, in its absence, the Board) should, at least annually, satisfy
itself that the Company’s risk management framework continues to be
sound and that the Company is operating with due regard to the risk
appetite set by the Board.
(b)
The Company’s Audit and Risk Committee has completed a review of the
Company’s risk management framework in the past financial year.
(a)
(b)
The Audit and Risk Committee Charter provides for the Audit and Risk
Committee to monitor and periodically review the need for an internal
audit function, as well as assessing the performance and objectivity of any
internal audit procedures that may be in place.
Given its current size and level of activities, the Company did not have an
internal audit function for the past financial year. The Audit and Risk
Committee was responsible
the Company’s risk
management systems, practices and procedures to ensure effective risk
identification and management and compliance with internal guidelines
and external requirements and monitors the quality of the accounting
function.
for overseeing
The ESG Committee Charter requires the ESG Committee to assist management to
determine whether the Company has any potential or apparent exposure to
environmental, social or governance risks and, if it does, put in place management
systems, practices and procedures to manage those risks.
90
Corporate Governance Statement
ANNUAL REPORT
Where the Company does not have material exposure to environmental, social or
governance risks, the Committee will report the basis for that determination to the
Board, and where appropriate benchmark the Company’s environmental or social
risk profile against its peers. The Company discloses this information in its Annual
Report.
The operations and proposed activities of the Company are subject to State and
Federal laws and regulations concerning the environment. As with most
exploration projects and mining operations, the Company’s activities are expected
to have an impact on the environment, particularly if advanced exploration or
mine development proceed. The Company manages environmental risks, material
or otherwise, by seeking to conduct its operational activities to the highest
standard of environmental obligation, including compliance with all environmental
laws.
The Board currently considers that the Company does not have any material
exposure to social sustainability risk. The Company’s Corporate Code of Conduct
outlines the Company’s commitment to integrity and fair dealing in its business
affairs and to a duty of care to all employees, clients and stakeholders. The Code
sets out the principles covering appropriate conduct in a variety of contexts and
outlines the minimum standard of behaviour expected from employees when
dealing with stakeholders.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
(a)
The Board of a listed entity should:
YES
(a)
have a remuneration committee which:
(i)
(ii)
has at least three members, a
majority
are
of
independent Directors; and
whom
is chaired by an independent
Director,
and disclose:
The Company had a Nomination and Remuneration Committee for the
past financial year. The Company’s Corporate Governance Plan contains a
Nomination and Remuneration Committee Charter that provides for the
creation of a Nomination and Remuneration Committee (if it is considered
it will benefit the Company), with at least three members, a majority of
whom are be independent Directors, and which must be chaired by an
independent Director.
91
Corporate Governance Statement
(iii)
(iv)
(v)
the charter of the committee;
(b)
the members of the committee;
and
as at the end of each reporting
period, the number of times the
committee met throughout the
period
individual
attendances of the members at
those meetings; or
and
the
ANNUAL REPORT
Current members of the Nomination and Remuneration Committee are
Mr Gary Johnson (independent Chair), Mr Peter Buck and Mr Stephen
Power. A majority of the Directors comprising the Nomination and
Remuneration Committee are considered to be independent.
The members of the Remuneration Committee, the number of times the
committee met during the
individual
attendances of the members, are disclosed in the Directors’ Report.
last financial year, and the
(b)
if
it does not have a remuneration
committee, disclose that fact and the
processes it employs for setting the level
and composition of remuneration for
Directors and senior executives and
is
ensuring
appropriate and not excessive.
that such remuneration
Recommendation 8.2
A listed entity should separately disclose its policies
and practices regarding the remuneration of non-
executive Directors and the remuneration of
executive Directors and other senior executives.
YES
The Company’s Corporate Governance Plan requires the Board to disclose its
policies and practices regarding the remuneration of Directors and senior
executives, which is disclosed in the Remuneration Report (Audited) contained in
the Directors’ Report.
Messrs Power, Johnson and Buck are paid a fixed annual fee for their service to
the Company as Non-Executive Directors. Non-Executive Directors may, subject to
shareholder approval, be granted options.
Executives of the Company typically receive remuneration comprising a base
salary component and other fixed benefits based on the terms of their
employment agreements with the Company and potentially the ability to
participate in bonus arrangements and may, subject to shareholder approval if
appropriate, be granted options.
92
Corporate Governance Statement
Recommendation 8.3
listed entity which has an equity-based
A
remuneration scheme should:
YES
(a)
have a policy on whether participants are
permitted to enter
into transactions
(whether through the use of derivatives or
otherwise) which limit the economic risk
of participating in the scheme; and
(b)
disclose that policy or a summary of it.
Additional recommendations that apply only in certain cases
ANNUAL REPORT
(a)
(b)
The Company had an equity-based remuneration scheme during the past
financial year. The Company did have a policy on whether participants are
permitted to enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of participating in
the scheme.
In summary, the policy states that participants in any Company equity-
based remuneration scheme are not permitted to enter into transactions
which limit the economic risk of participating in the scheme.
Recommendation 9.1
Recommendation is not applicable.
A listed entity with a director who does not speak
the language in which board or security holder
meetings are held or key corporate documents are
written should disclose the processes it has in place
to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in
relation to those documents.
Recommendation 9.2
Recommendation is not applicable.
A listed entity established outside Australia should
ensure that meetings of security holders are held at
a reasonable place and time.
Recommendation 9.3
Recommendation is not applicable.
A listed entity established outside Australia, and an
externally managed listed entity that has an AGM,
should ensure that its external auditor attends its
AGM and is available to answer questions from
security holders relevant to the audit.
93
Additional ASX Information
ANNUAL REPORT
The Shareholder information set out below was applicable as at 8 September 2023:
1.
Twenty Largest Shareholders
Ordinary Shares
Number
Percentage
NEWCREST OPERATIONS LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
ZERO NOMINEES PTY LTD
HAWKSBURN CAPITAL PTE LTD
ROSANE PTY LTD
FREYCO PTY LTD
BNP PARIBAS NOMINEES PTY LTD
BNP PARIBAS NOMS PTY LTD
BNP PARIBAS NOMS PTY LTD
J B WILLIAMS PTY LTD
IGO LIMITED
HASTA MANANA PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MS CATHERINE ANNE CARRUTHERS
NORVALE PTY LTD
SODELU PTY LTD
KERLAM PTY LTD
MR MARK HORNSBY
MR PETER STANLEY BUCK + MRS ROSLYN MARGARET
BUCK
356,114,785
273,797,072
129,532,599
119,059,000
88,386,321
65,000,000
61,996,665
47,455,546
41,840,155
41,119,481
29,588,860
29,308,650
27,625,954
26,278,414
24,000,000
22,500,000
17,250,001
17,000,000
16,470,951
16,190,129
8.94
6.88
3.25
2.99
2.22
1.63
1.56
1.19
1.05
1.03
0.74
0.74
0.69
0.66
0.60
0.57
0.43
0.43
0.41
0.41
Total Top 20
Other
Total ordinary shares on issue
1,450,514,583
2,531,152,295
3,981,666,878
36.43
63.57
100.00
94
Additional ASX Information
2.
Substantial Shareholders
Substantial shareholders at the date of this report are:
Shareholder Name
Newcrest Operations Limited
3.
Voluntary Escrow
There are currently no holders with shares in voluntary escrow.
4.
Voting Rights
See Note 18 to the Annual Financial Statements.
5.
On-Market Buy Back
ANNUAL REPORT
Number of Shares
356,114,785
Percentage
%
8.9
There is currently no on-market buyback program for any of the Company’s listed securities.
6
Distribution of Equity Securities
Number of shares being held less than a marketable parcel is 38,462.
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
Over 100,001
Total
Number
Unlisted
options
At $0.073
Expiring
Unlisted
options
At $0.074
Expiring
Unlisted
options
At $0.095
Expiring
Unlisted
options
At $0.065
Expiring
Unlisted
options
At $0.040
Expiring
Unlisted
options
At $0.035
Expiring
Unlisted
options
At $0.036
Expiring
31 Mar 2025
-
-
-
-
3
31 Aug 2025
-
-
-
-
11
18 Nov 2025
-
-
-
-
6
30 Apr 2026
-
-
-
-
9
3
5,000,000
11
28,000,000
6
49,000,000
9
28,900,000
14 Oct 2023
-
-
-
-
363
363
226,666,224
31 Oct 2026
-
-
-
-
1
10 Nov 2026
-
-
-
-
5
1
1,000,000
5
48,000,000
95
Additional ASX Information
ANNUAL REPORT
Unlisted
options
At $0.0195
Expiring
30 June
2027
-
-
-
Unlisted
options
At $0.0265
Expiring
31 July
2027
-
-
-
-
9
9
-
1
1
27,100,000
1,000,000
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
Over 100,001
Total
Number
6. Option Holders (other than issued pursuant on an employee incentive scheme or to Directors following shareholder approval)
Unlisted Options
Mrs Tania Kristine King (exercisable at $0.0274 on or before 12 December 2023)
Options issued following the completion of the $2 million Share Placement Plan (SPP) in October 2022. These options were issued on a
one for every two new share issued basis and are exercisable at $0.04 with an expiry date one year from the date of issue
Number
3,000,000
226,666,224
229,666,224
96
Additional ASX Information
7. Mineral Resources (JORC Code, 2012 Edition)
Minyari Dome Project (Antipa 100%)
Deposit
Au cut-off
Category
Tonnes (Mt)
Au grade (g/t)
Cu grade (%) Ag grade (g/t)
Minyari
Minyari
Minyari
Minyari
Total Minyari
WACA
WACA
WACA
Total WACA
0.5 Au
Indicated
15.00
0.5 Au
Inferred
1.5 Au
Indicated
1.5 Au
Inferred
0.5 Au
Indicated
0.5 Au
Inferred
1.5 Au
Inferred
Minyari South
0.5 Au
Inferred
Total Minyari South
Sundown
0.5 Au
Inferred
Total Sundown
WACA West
0.5 Au
Inferred
WACA West
1.5 Au
Inferred
Total WACA West
Total Minyari Dome Project
33.92
Notes:
2.70
4.40
6.20
28.30
1.69
1.54
1.63
4.86
0.15
0.15
0.20
0.20
0.39
0.01
0.40
1.17
1.12
2.30
2.61
1.66
0.97
1.02
1.69
1.23
4.51
4.51
1.38
1.38
0.73
0.86
0.73
1.60
0.19
0.12
0.26
0.22
0.20
0.11
0.12
0.11
0.11
0.56
0.56
0.36
0.36
0.17
0.50
0.18
0.19
0.54
0.31
0.83
0.66
0.59
0.17
0.18
0.17
0.18
1.04
1.04
0.72
0.72
0.81
0.05
0.79
0.54
Co
(%)
0.04
0.02
0.03
0.03
0.03
0.02
0.02
0.03
0.02
0.05
0.05
0.03
0.03
0.03
0.01
0.03
0.03
ANNUAL REPORT
Au
(oz)
Cu
(t)
Ag
(oz)
Co
(t)
567,000
27,800
259,600
5,930
96,000
3,300
26,300
328,000
11,400
118,400
523,000
13,800
132,700
1,514,000
56,300
537,000
640
1,450
1,590
9,610
310
300
560
9,400
9,100
9,000
27,500
1,170
5,100
5,100
4,700
4,700
10,200
17
10,217
80
80
60
60
120
1
121
52,000
51,000
89,000
192,000
22,000
22,000
9,000
9,000
9,000
304
9,304
1,900
1,800
1,900
5,600
900
900
700
700
700
55
755
1,746,304
64,255
584,517
11,041
1. Discrepancies in totals may exist due to rounding.
2. The resource has been reported at cut-off grades above 0.5 g/t and 1.5 g/t gold equivalent (Aueq); the calculation of the metal equivalent is documented below.
3. The 0.5 g/t and 1.5 g/t Aueq cut-off grades assume open pit and underground mining, respectively.
4. The resource is 100% owned by Antipa Minerals.
97
Additional ASX Information
Wilki Project (100%)
Deposit
Au cut-off
Category
Tonnes (Mt)
AU grade (g/t)
Chicken Ranch
Tims Dome
Total Wilki Project
Notes:
0.5 Au
0.5 Au
Inferred
Inferred
0.8
1.8
2.4
1.6
1.1
1.3
1. Small discrepancies may occur due to the effects of rounding.
2. Wilki Project Mineral Resources are tabled on a 100% basis, with Antipa’s current interest being 100%.
Citadel Project (Antipa 33%)
Deposit
Au cut-off
Category
Tonnes (Mt) Au grade
(g/t)
Cu grade
(%)
Ag grade
(g/t)
Au
(Moz)
Cu
(t)
Ag
(Moz)
Calibre
0.5 Au
Inferred
Magnum
0.5 Au
Inferred
92
16
0.72
0.11
0.46
2.10
104,000
1.3
0.70
0.37
1.00
0.34
58,000
0.5
Total Citadel Project (100% basis)
108
0.72
0.15
0.54
2.44
162,000
1.8
ANNUAL REPORT
Au (oz)
40,300
63,200
103,500
The resource has been reported at cut-off grades above 0.5 g/t and 0.8 g/t gold equivalent (Aueq); the calculation of the metal equivalent is documented below.
Notes:
1.
2. Both the 0.5 g/t and 0.8 g/t Aueq cut-offs assume large scale open pit mining.
3.
4.
The resource tonnages tabled are on a 100% basis, with Antipa’s current joint venture interest being approximately 33%.
Small discrepancies may occur due to the effects of rounding.
98
Additional ASX Information
Mineral Resource Estimates – Comparison with Previous Year
ANNUAL REPORT
The Company confirms that there have been no material changes to the any of the Company’s MREs since 2 May 2022.
Mineral Resource Estimates – Additional Information
The Company engaged independent consultants to prepare the MREs. In the course of preparing the MREs these consultants have:
•
•
•
•
•
•
•
Reviewed the Company’s relevant assay and related QA-QC data;
generated or reviewed deposit digital 3D wireframe models representative of the interpreted geology, mineralisation, oxidisation profiles ±
structure which are based on drilling, geological, geochemical, and geophysical information utilised and provided by the Company;
completed statistical analysis and spatial variography for various metals (including gold and copper) for deposits;
completed grade estimations using geostatistical techniques;
completed block model validation checks for the resultant Mineral Resources;
classified all MREs in accordance with the JORC Code, 2012 Edition; and
reported the MREs and compiled the supporting documentation in accordance with the JORC Code, 2012 Edition.
Governance of Mineral Resources
The Company engages employees, external consultants and competent persons (as determined pursuant to the JORC 2012 Code) to assist with the
preparation and calculation of estimates for its Mineral Resources.
Management and the Executive Directors review these estimates and underlying assumptions for reasonableness and accuracy. The results of the MRE
are then reported in accordance with the requirements of JORC 2012 and other applicable rules (including ASX Listing Rules).
Where material changes occur during the year to a project, including the project’s size, title, exploration results or other technical information, previous
MRE and market disclosures are reviewed for completeness.
The Company reviews its MRE annually each year, for inclusion in the Company’s Annual Report. If a material change has occurred in the assumptions
or data used in previously reported mineral resources, where possible a revised MRE will be prepared as part of the annual review process. However,
there are circumstance where this may not be possible (e.g. an ongoing drilling programme), in which case a revised MRE will be prepared and reported
as soon as practicable.
99
Additional ASX Information
ANNUAL REPORT
Competent Persons Statement – Mineral Resource Estimations for the Minyari Dome Project Deposits, Calibre Deposit, Magnum Deposit and
Chicken Ranch Area Deposits and Tim’s Dome Deposit: The information in this document that relates to relates to the estimation and reporting of
the Minyari Dome Project deposits Mineral Resources is extracted from the report entitled “Minyari Dome Project Gold Resource Increases 250% to
1.8 Moz” created on 2 May 2022 with Competent Persons Ian Glacken, Jane Levett, Susan Havlin and Victoria Lawns, the Tim’s Dome and Chicken Ranch
deposits Mineral Resources is extracted from the report entitled “Chicken Ranch and Tims Dome Maiden Mineral Resources” created on 13 May 2019
with Competent Person Shaun Searle, the Calibre deposit Mineral Resource information is extracted from the report entitled “Calibre Gold Resource
Increases 62% to 2.1 Million Ounces” created on 17 May 2021 with Competent Person Ian Glacken, and the Magnum deposit Mineral Resource
information is extracted from the report entitled “Calibre and Magnum Deposit Mineral Resource JORC 2012 Updates” created on 23 February 2015
with Competent Person Patrick Adams, all of which are available to view on www.antipaminerals.com.au and www.asx.com.au. The Company confirms
that it is not aware of any new information or data that materially affects the information included in the original market announcements and that all
material assumptions and technical parameters underpinning the estimates in the relevant original market announcements continue to apply and
have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been
materially modified from the original market announcements.
The information in this document that relates to the Scoping Study for the Minyari Dome Project is extracted from the report entitled “Strong Minyari
Dome Scoping Study Outcomes” reported on 31 August 2022 which was compiled by Competent Person Roger Mason, which is available to view on
www.antipaminerals.com.au and www.asx.com.au. The Company confirms that it is not aware of any new information or data that materially affects
the information included in the original market announcement and that all material assumptions and technical parameters underpinning the study in
the relevant original market announcement continue to apply and have not materially changed. The Company confirms that the form and context in
which the Competent Person’s findings are presented have not been materially modified from the original market announcement.
100
Additional ASX Information
Gold Metal Equivalent Calculations
ANNUAL REPORT
Gold Metal Equivalent Information – Minyari Dome Project Mineral Resource Gold Equivalent reporting cut-off grade:
The 0.5 g/t and 1.5 g/t Aueq cut-off grades assume open pit and underground mining, respectively.
A gold equivalent grade (Aueq) has been calculated from individual gold, copper, silver and cobalt grades. This equivalent grade has been calculated
and declared in accordance with Clause 50 of the JORC Code (2012), using the following parameters:
•
The metal prices used for the calculation are as follows:
−
−
−
−
US$ 1,944 per oz gold
US$ 4.74 per lb copper
US$ 25.19 per oz silver
US$ 77,380 per tonne cobalt
An exchange rate (A$:US$) of 0.7301 was assumed
Metallurgical recoveries for by-product metals, based upon Antipa test-work in 2017 and 2018, are as follows:
−
Copper = 85.0%, Silver = 85%, Cobalt = 68%
The gold equivalent formula, based upon the above commodity prices, exchange rate and recoveries, is thus:
−
Aueq = (Au g/t) + (Ag g/t * 0.011) + (Cu % * 1.42) + (Co % * 8.42)
•
•
•
Gold Metal Equivalent Information - Calibre Mineral Resource Gold Equivalent reporting cut-off grade and Gold Equivalent grade:
A gold equivalent grade (Aueq) has been calculated from individual gold, copper and silver grades. This equivalent grade has been calculated and
declared in accordance with Paragraph 50 of the JORC Code, using the following parameters:
•
The metal prices used for the calculation are as follows:
−
−
−
US$ 1,874 /oz gold
US$ 4.50 /lb copper
US$ 25.25 /oz silver
101
Additional ASX Information
ANNUAL REPORT
•
•
•
•
•
An exchange rate (A$:US$) of 0.722 was assumed.
Metallurgical recoveries, based upon Antipa test-work in 2014, are as follows:
−
Gold = 84.5%, Copper = 90.0%, Silver = 85.4%
A factor of 105% (as with the previous estimate) has been applied to the recoveries for gold, copper and silver to accommodate further
optimisation of metallurgical performance. Antipa believes that this is appropriate, given the preliminary status of the recovery test-work.
Tungsten has not been estimated and does not contribute to the equivalent formula.
The gold equivalent formula, based upon the above commodity prices, exchange rate, recoveries, and using individual metal grades provided by
the Citadel Project Mineral Resource Estimate table, is thus:
−
Aueq = Au (g/t) + (1.75*Cu%) + (0.014*Ag g/t)
Gold Metal Equivalent Information - Magnum Mineral Resource Gold Equivalent reporting cut-off grade:
A gold equivalent grade (Aueq) has been calculated from individual gold, copper, silver and tungsten grades. This equivalent grade has been calculated
and declared in accordance with Paragraph 50 of the JORC Code, using the following parameters:
•
The metal prices used for the calculation are as follows:
−
−
−
−
US$ 1,227 /oz gold
US$ 2.62 /lb copper
US$ 16.97 /oz silver
US$ 28,000 /t WO3 concentrate
•
•
•
An exchange rate (A$:US$) of 0.778 was assumed.
Metallurgical recoveries, based upon Antipa test-work in 2014, are as follows:
−
Gold = 84.5%, Copper = 90.0%, Silver = 85.4% and W = 50.0%
A factor of 105% (as with the previous estimate) has been applied to the recoveries for gold, copper and silver to accommodate further
optimisation of metallurgical performance. Antipa believes that this is appropriate, given the preliminary status of the recovery test-work.
102
Additional ASX Information
ANNUAL REPORT
•
•
•
Note that the tungsten recovery of 50% is considered indicative at this preliminary stage based on the initial metallurgical findings.
Conversion of W% to WO3% grade requires division of W% by 0.804.
The gold equivalent formula, based upon the above commodity prices, exchange rate, and recoveries, is thus:
−
Aueq = (Au (g/t) x 0.845) + ((%Cu x (74.32/50.69) x 0.90)) + ((Ag (g/t) x (0.70/50.69) x 0.854)) + ((%W/0.804 x (359.80/50.69) x 0.50))
It is the Company’s opinion that all the metals included in the metal equivalents calculations above have a reasonable potential to be recovered and
sold.
103
Additional ASX Information
8. Tenement Listing
ANNUAL REPORT
Tenement
Project
Status
Holder
Company
Interest
E45/4618
Antipa (100%)
Live
Antipa Resources Pty Ltd
100%
E45/4812
Antipa (100%)
Live
Antipa Resources Pty Ltd
100%
E45/5079
Antipa (100%)
Live
Antipa Resources Pty Ltd
100%
E45/5147
Antipa (100%)
Live
Antipa Resources Pty Ltd
100%
E45/5148
Antipa (100%)
Live
Antipa Resources Pty Ltd
100%
E45/5655
Antipa (100%)
Live
Antipa Resources Pty Ltd
100%
E45/5670
Antipa (100%)
Live
Antipa Resources Pty Ltd
100%
E45/5671
Antipa (100%)
Live
Antipa Resources Pty Ltd
100%
E45/6553
E45/6554
E45/6555
E45/6558
E45/6561
E45/6563
L45/681
L45/700
L45/701
L45/702
L45/703
L45/704
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
Antipa (100%)
Pending
Antipa Resources Pty Ltd
100%
E45/3918
Antipa (100%) / Antipa IGO (Paterson) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/3919
Antipa (100%) / Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/3917
Antipa IGO (Paterson) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4784
Antipa IGO (Paterson) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5078
Antipa IGO (Paterson) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5149
Antipa IGO (Paterson) Farm-in
Live
Antipa Resources Pty Ltd
100%
104
Additional ASX Information
ANNUAL REPORT
Tenement
Project
Status
Holder
Company
Interest
E45/5150
Antipa IGO (Paterson) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5309
Antipa IGO (Paterson) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5413
Antipa IGO (Paterson) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5414
Antipa IGO (Paterson) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/2519
Antipa IGO (Paterson) Farm-in
Live
Kitchener Resources Pty Ltd
100%
E45/2524
Antipa IGO (Paterson) Farm-in
Live
Kitchener Resources Pty Ltd
100%
E45/5458
Antipa IGO (Paterson) Farm-in
E45/5459
Antipa IGO (Paterson) Farm-in
E45/5460
Antipa IGO (Paterson) Farm-in
Live
Live
Live
MK Minerals Pty Ltd
100%
MK Minerals Pty Ltd
100%
MK Minerals Pty Ltd
100%
E45/3925
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4459
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4460
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4514
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4518
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4565
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4567
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4614
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4652
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4839
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4840
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4867
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/4886
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5135
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5151
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5152
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5153
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5154
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
105
Additional ASX Information
ANNUAL REPORT
Tenement
Project
Status
Holder
Company
Interest
E45/5155
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5156
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5157
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5158
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5310
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5311
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5312
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5313
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5781
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/5782
Antipa Newcrest (Wilki) Farm-in
Live
Antipa Resources Pty Ltd
100%
E45/2525
Antipa Newcrest (Wilki) Farm-in
Live
Kitchener Resources Pty Ltd
100%
E45/2526
Antipa Newcrest (Wilki) Farm-in
Live
Kitchener Resources Pty Ltd
100%
E45/2527
Antipa Newcrest (Wilki) Farm-in
Live
Kitchener Resources Pty Ltd
100%
E45/2528
Antipa Newcrest (Wilki) Farm-in
Live
Kitchener Resources Pty Ltd
100%
E45/2529
Antipa Newcrest (Wilki) Farm-in
Live
Kitchener Resources Pty Ltd
100%
E45/5461
Antipa Newcrest (Wilki) Farm-in
E45/5462
Antipa Newcrest (Wilki) Farm-in
E45/2874
Antipa Rio Tinto Citadel JV Project
E45/2876
Antipa Rio Tinto Citadel JV Project
E45/2877
Antipa Rio Tinto Citadel JV Project
E45/2901
Antipa Rio Tinto Citadel JV Project
E45/4212
Antipa Rio Tinto Citadel JV Project
E45/4213
Antipa Rio Tinto Citadel JV Project
E45/4214
Antipa Rio Tinto Citadel JV Project
E45/4561
Antipa Rio Tinto Citadel JV Project
Live
Live
Live
Live
Live
Live
Live
Live
Live
Live
MK Minerals Pty Ltd
100%
MK Minerals Pty Ltd
100%
Antipa Resources Pty Ltd
Rio Tinto Exploration Pty Ltd
Antipa Resources Pty Ltd
Rio Tinto Exploration Pty Ltd
Antipa Resources Pty Ltd
Rio Tinto Exploration Pty Ltd
Antipa Resources Pty Ltd
Rio Tinto Exploration Pty Ltd
Antipa Resources Pty Ltd
Rio Tinto Exploration Pty Ltd
Antipa Resources Pty Ltd
Rio Tinto Exploration Pty Ltd
Antipa Resources Pty Ltd
Rio Tinto Exploration Pty Ltd
Antipa Resources Pty Ltd
Rio Tinto Exploration Pty Ltd
33%
67%
33%
67%
33%
67%
33%
67%
33%
67%
33%
67%
33%
67%
33%
67%
106